UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 6, 2013
60 East 42nd St. Associates L.L.C.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-02670
| A New York Limited Liability Company | 13-6084254 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
One Grand Central Place, 60 East 42nd Street, New York, New York 10165
(Address of principal executive offices, including zip code)
(212) 687-8700
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On September 6, 2013, the supervisor of 60 East 42nd St. Associates L.L.C. (the “Company”) sent a letter to participants in the Company with respect to its determination that, after review of indications of interest received with respect to purchase of the fee and/or operating lease positions of the Empire State Building and One Grand Central Place (60 East 42nd Street), it will proceed with the consolidation and IPO approved by a supermajority of the Company’s participants. A copy of the letter is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information disclosed under this Item 8.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing. The furnishing of this information pursuant to Item 8.01 shall not be deemed an admission by the Company as to the materiality of such information.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits: | |
| Exhibit | ||
| Number | Exhibit Description | |
| 99.1 | Letter dated September 6, 2013. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| 60 East 42nd St. Associates L.L.C. | ||||||||
| Date: September 6, 2013 | By: | /s/ Mark Labell | ||||||
| Name: | Mark Labell | |||||||
| Title: | Senior Vice President – Finance | |||||||
| Malkin Holdings LLC, Supervisor* | ||||||||
| * | The Company is a limited liability company |
supervised by Malkin Holdings LLC. Accordingly,
this Form 8-K is being signed by a senior
executive of Registrant’s supervisor.
Exhibit 99.1
[Malkin Holdings letterhead]
September 6, 2013
Re: Empire State Realty Trust, Inc.
To Participants in Empire State Building Associates L.L.C. and 60 East 42nd St. Associates L.L.C.
Dear Fellow Participant:
As we have previously advised you, Malkin Holdings received indications of interest to purchase the fee and/or operating lease positions of the Empire State Building, as well as one indication of interest to purchase the fee and operating lease positions of One Grand Central Place (60 East 42nd Street).
As fiduciaries, we review all matters concerning investment groups we serve. In our review of these indications of interest, we engaged Lazard Frères & Co. LLC as an independent financial advisor. After our review, we have concluded that it is in your best interest to proceed with the consolidation and IPO as approved by a supermajority of the Participants.
Sincerely,
MALKIN HOLDINGS LLC
| /s/ Peter L. Malkin Peter L. Malkin Chairman |
/s/ Anthony E. Malkin Anthony E. Malkin President |
cc: To Investors in the Entities on Exhibit A
EXHIBIT A
1333 Broadway Associates L.L.C.
1350 Broadway Associates L.L.C.
501 Seventh Avenue Associates L.L.C.
Seventh & 37th Building Associates L.L.C.
Marlboro Building Associates L.L.C.
Soundview Plaza Associates II L.L.C./ Malkin Co-Investor Capital L.P.
Lincoln Building Associates L.L.C.
Empire State Building Company L.L.C.
Fisk Building Associates L.L.C.
250 West 57th St. Associates L.L.C.
500 Mamaroneck Avenue L.P.
Fairfield MerrittView Limited Partnership
First Stamford Place L.L.C.
One Station Place, Limited Partnership
New York Union Square Retail L.P.
Westport Main Street Retail L.L.C.
East West Manhattan Retail Portfolio L.P.
1185 Swap Portfolio L.P.
Fairfax Merrifield Associates L.L.C.
Merrifield Apartments Company L.L.C.
BBSF, L.L.C.
*112 West 34th Street Company L.L.C.
*112 West 34th Street Associates L.L.C.
*1400 Broadway Associates L.L.C.
| * | In accord with the consent solicitation documents, these entities are not being included in the consolidation and IPO and are instead subject to purchase by the consolidated entity after IPO. |