UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨	Definitive Proxy Statement
¨	Definitive Additional Materials
x	Soliciting Material Under Rule 14a-12
60 EAST 42ND STREET ASSOCIATES L.L.C.
(Name of Registrant as Specified in Its Charter)
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
¨	Fee paid previously with preliminary materials:
¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
	(1)	Amount previously paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

On December 12, 2012, Malkin Holdings L.L.C., the supervisor of 60 East 42^nd Street Associates L.L.C. (the “Registrant”), mailed the following letter to participants in the Registrant:

December 12, 2012

TO PARTICIPANTS IN 60 EAST 42nd ST. ASSOCIATES L.L.C. (“Associates”):

We enclose the operating report of the lessee, Lincoln Building Associates L.L.C., for the fiscal year of the lease ended September 30, 2012. The lessee reported profit of $12,466,331 subject to additional rent for the lease year ended September 30, 2012 compared with profit of $7,225,765 subject to additional rent for the lease year ended September 30, 2011. Additional rent for the lease year ended September 30, 2012 was $6,760,065; $1,053,800 at $87,817 per month was advanced against additional rent so that the balance of additional rent is $5,706,265.

From the additional rent, Associates will reserve $2,503,000 for professional fees, supervisory fees, annual NYS LLC filing fees and general contingencies, resulting in $3,203,265 available for distribution. Professional fees include offering costs, formation transaction expenses and other costs related to the proposed consolidation of Associates into Empire State Realty Trust, Inc. and subsequent IPO.

Associates has incurred approximately $4,300,000 towards the proposed consolidation and IPO through September 30, 2012. As set forth in the draft S-4 on file with the SEC, when the proposed consolidation and IPO are concluded, proceeds of the IPO will fund a special distribution to participants from a reimbursement of all Associates’ advances.

Malkin Holdings LLC receives a payment in respect of its profits interest equal to 10% of distributions in excess of 14% per annum on the cash investment. Accordingly, Malkin Holdings received $320,327 and the balance of $2,882,938 will be distributed to the participants shortly.

The additional distribution of $2,882,938 represents a return of 41.2% on the original cash investment of $7,000,000. Regular monthly distributions are at the rate of 14.9% a year, so that distributions for the lease year ended September 30, 2012 were at an annual rate of 56.1%. As there was no additional distribution in 2011, total distributions last year were at an annual rate of 14.9%.

If you have any question about the enclosed material, please communicate with the undersigned.

Cordially yours,
MALKIN HOLDINGS LLC
By:	Mark Labell
	Senior Vice President, Finance

ML:fm

Encs.

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Each of the three public entities, Empire State Building Associates L.L.C., 60 East 42nd St. Associates L.L.C., and 250 West 57th St. Associates L.L.C. (the “Companies”) and their agents and supervisor, and each officer and director of them or of Empire State Realty Trust, Inc. (the “REIT”) may be deemed to be a participant in the solicitation of consents in connection with the proposed consolidation. The names of such persons and a description of their interests in the Companies and the REIT are set forth, respectively, in each Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and the REIT’s Registration Statement on Form S-4, which have been filed with the SEC.

We urge you to review such Registration Statement on Form S-4 and other related documents now filed or to be filed with the SEC, because they contain important information. You can obtain them without charge on the website of the Securities and Exchange Commission at www.sec.gov.

60 East 42nd St. Associates L.L.C.

Computation of Additional Payment to

Malkin Holdings LLC and Distribution

For the Lease Year Ended September 30, 2012

Secondary additional rent			$	5,706,265
Less: Reserve for professional fees, increased supervisory fees and general contingencies	$	2,500,000
NYS filing fee		3,000		2,503,000
				3,203,265
Primary additional rent 2012:
Monthly distributions at about 14.9% per annum on $7,000,000 original investment	$	1,046,420
Profits interest monthly payment to Malkin Holdings		7,380		1,053,800
Total rent to be distributed				4,257,065
Less: 14% return on $7,000,000 investment				980,000
Subject to additional payment to Malkin Holdings in respect of its profits interest			$	3,277,065
Additional payment at 10%			$	327,707
Paid to Malkin Holdings as advance for additional payment				7,380
Balance of additional payment to Malkin Holdings			$	320,327
Summary:
Additional distribution to participants			$	2,882,938
Payment to Malkin Holdings, as above				320,327
Total secondary additional rent available for distribution to participants and payment to Malkin Holdings			$	3,203,265