Item 1 hereof for a description of the terms of the Lease and Sublease.
Item 3. Legal Proceedings.
The Property of Registrant is the subject of the following pending litigation:
(1) On October 21, 1991, the holder of a $20,000 original participation in Registrant brought suit in New York Supreme Court, New York County against the Registrant, the Partners; the Sublessee; Harry B. Helmsley, a partner in Sublessee; and Counsel. Registrant is a nominal defendant. The suit claims that the defendants have engaged in breaches of fiduciary duty and acts of self-dealing in relation to the Partners' solicitation of consents and authorizations of the participants in Registrant in September 1991 and in relation to other unrelated acts of the Partners and Sublessee. The suit
is styled as a class action, but the Court has ruled that class certification shall not be granted. The suit seeks relief including an injunction and an accounting. On January 10, 1992, all defendants answered the complaint and denied all material allegations of liability and damage. The complaint does not seek any relief against Registrant, and accordingly, Registrant's counsel is of the opinion that no loss or other unfavorable outcome of the action against Registrant is anticipated. The action has been dismissed against Sublessee and Mr. Helmsley.
(2) In December 1994, Registrant received a notice of default from Trump Empire State Partners ("Trump"). The Trump default notice to Registrant claims that Registrant is in violation of its master lease because of extensive work which Sublessee has undertaken as part of an improvement program that commenced before Trump reportedly acquired its interest in the property in 1994. Trump's notice also complains that the Building is in need of repairs.
On February 14, 1995, Registrant and Sublessee filed an action in New York State Supreme Court against Trump for a declaratory judgment that none of the matters set forth in the notice of default constitutes a violation of the master lease or sublease, and that the notice of default is entirely without merit. Registrant's and Sublessee's suit also seeks an injunction to prevent Trump from implementing the notice of default.
On February 15, 1995, Trump filed an action against Registrant, Sublessee, Counsel, Harry B. Helmsley, Helmsley-Spear, Inc. (the management company of Empire State Building), and the Partners in New York State Supreme Court, alleging that the notice of default is valid and seeking damages and related relief based thereon. The defendants intend to defend against Trump's action and seek its dismissal. Counsel believes that Registrant and Sublessee should prevail in their actions against Trump, and that Trump's action should be dismissed.
On March 24, 1995, the New York State Supreme Court granted Registrant a preliminary injunction against Trump. The injunction prohibits Trump from acting on its notice of default to Registrant, at any time, pending the prosecution of claims by Registrant and Sublessee for a final judgment granting a permanent injunction and other relief against the Trump defendants.
In May 1995, Registrant and Sublessee filed a separate legal action against Trump and various affiliated persons for breach of the master lease and sublease, and disparagement of the property in violation of Registrant's and Sublessee's leasehold rights. This action seeks money damages and related relief.
Item 4. Submission of Matters to a Vote of Participants.
During the fourth quarter of the fiscal year ended December 31, 1995, Registrant did not submit any matter to a vote by the Participants through the solicitation of proxies or otherwise.
PART II
Item 5. Market for Registrant's Common Equity and Related Security Holder Matters.
Registrant is a partnership organized pursuant to a partnership agreement dated as of July 11, 1961.
Registrant has not issued any common stock. The securi- ties registered by it under the Securities Exchange Act of 1934, as amended, consist of participations in the partnership interests of the Partners in Registrant (the "Participations") and are not shares of common stock nor their equivalent. The Participations represent each Participant's fractional share in a Partner's undivided interest in Registrant and are divided approximately equally among the Partners. A full unit of the Participations was offered originally at a purchase price of $10,000; fractional units were also offered at proportionate purchase prices. Regis- trant has not repurchased Participations in the past and is not likely to change that policy in the future.
(a) The Participations neither are traded on an established securities market nor are readily tradable on a secondary market or the substantial equivalent thereof. Based on Registrant's transfer records, Participations are sold by the holders thereof from time to time in privately negotiated transac- tions and, in many instances, Registrant is not aware of the prices at which such transactions occur. During the past year there were 207 transfers. In 39 instances, the indicated purchase price was equal to two times the face amount of the Participation transferred, i.e., $20,000 for a $10,000 participation. In all other cases, no consideration was indicated.
(b) As of December 31, 1995, there were 2,641 holders of Participations of record.
(c) Registrant does not pay dividends. During the year ended December 31, 1995, Registrant made regular monthly distributions of $98.21 for each $10,000 Participation. On February 28, 1995, Registrant made an additional distribution for each $10,000 Participation of $1,036.15. Such distribution represented primarily Overage Rent payable by Sublessee for the prior year. There was no Overage Rent payable for the year ended December 31, 1995. See Item 1 hereof. There are no restrictions on Registrant's present or future ability to make distributions; however, the amount of such distributions, particularly distributions of Overage Rent, depends solely on Sublessee's ability to make payments of Basic Rent and Overage Rent to Registrant. See Item 1 hereof. Registrant expects to make distributions in the future so long as it receives the payments provided for under the Sublease. See Item 7 hereof.
Item 6. EMPIRE STATE BUILDING ASSOCIATES
SELECTED FINANCIAL DATA
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Registrant was organized solely for the purposes of owning the Property described in Item 2
Item 8. Financial Statements and Supplementary Data.
The financial statements, together with the accompanying report by, and the consent to the use thereof by Jacobs Evall & Blumenfeld LLP, immediately following, are being filed in response to this item.
Item 9.
Item 9. Disagreements on Accounting and Financial Disclosure.
Not applicable.
PART III
Item 10.
Item 10. Directors and Executive Officers of Registrant.
Registrant has no directors or officers or any other centralization of management. There is no specific term of office for any Partner. The table below sets forth as to each Partner as of December 31, 1995 the following: name, age, nature of any family relationship with any other Partner, business experience during the past five years and principal occupation and employment during such period, including the name and principal business of any corporation or any organization in which such occupation and employment was carried on and the date such individual became a Partner:
Principal Date Nature of Occupation Individual Family Business and became Name Age Relationship Experience Employment Partner
Donald A. Bettex 64 None Attorney-at-Law Senior Partner 1988 Wien, Malkin & Bettex, Counsellors- at-Law
Peter L. Malkin 62 None Attorney-at-Law Senior Partner 1961 Wien, Malkin & Bettex, Counsellors- at-Law
C. Michael Spero 59 None Attorney-at-Law Senior Partner 1995 Wien, Malkin & Bettex, Counsellors- at-Law
As stated above, the Partners are members of Counsel. See Items 1, 11, 12 and 13 hereof for a description of the services rendered by, and the compensation paid to, Counsel and for a discussion of certain relationships which may pose actual or potential conflicts of interest among Registrant, Sublessee and certain of their respective affiliates.
The names of entities which have a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or are subject to the requirements of Section 15(d) of that Act, and in which the Partners are either a director, joint venturer or general partner are as follows:
C. Michael Spero is a joint venturer in 250 West 57th St. Associates; and a general partner in Navarre - 500 Building Associates and 60 East 42nd St. Associates.
Peter L. Malkin is a joint venturer in 250 West 57th St. Associates and Navarre-500 Building Associates and a general partner in Garment Capitol Associates, Navarre-500 Building Associates and 60 East 42nd St. Associates.
Donald A. Bettex is a general partner in Garment Capitol Associates and 60 East 42nd St. Associates.
Item 11.
Item 11. Executive Compensation.
As stated in Item 10 hereof, Registrant has no directors or officers or any other centralization of management.
No remuneration was paid during the current fiscal year ended December 31, 1995 by Registrant to any of the Partners as such. Registrant pays Counsel, for supervisory services and dis- bursements, fees of $100,000 per annum plus 6% of all sums distributed to the Participants in excess of 9% per annum on their original cash investment. Pursuant to such arrangements described herein, Registrant incurred fees to Counsel of $159,417 for supervisory services rendered during the fiscal year ended December 31, 1995. The supervisory services include, among other items, the preparation of reports and related documentation required by the Securities and Exchange Commission, the monitoring of all areas of federal and local security law compliance, the preparation of certain financial reports, as well as the supervision of accounting and other documentation related to the administration of Registrant's business. See Item 7 hereof. Out of its fees, Counsel paid all disbursements and costs of regular accounting services. As noted in Items 1 and 10 of this report, the Partners are also members of Counsel.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Registrant has no voting securities. See Item 5 hereof. At December 31, 1995, no person owned of record or was known by Registrant to own beneficially more than 5% of the outstanding Participations.
(b) At December 31, 1995, the Partners (see Item 10 hereof) beneficially owned, directly or indirectly, the following Participations:
Name & Address Amount of of Beneficial Beneficial Percent Title of Class Owners Ownership of Class
Participations Donald A. Bettex $20,000 .0606% in Partnership 700 Park Avenue Interests New York, NY 10021
C. Michael Spero $35,000 .1061% 1165 Park Avenue New York, NY 10128
Peter L. Malkin $63,750 .1932% 21 Bobolink Lane Greenwich, CT 06830
At such date, certain of the Partners (or their respective spouses) held additional Participations as follows:
Barbara N. Bettex, the wife of Donald A. Bettex, owned of record and beneficially, $12,500 of Participations. Mr. Bettex disclaims any beneficial ownership of such Participations.
Peter L. Malkin owned of record as trustee or co-trustee but not beneficially, $170,000 of Participations. Mr. Malkin disclaims any beneficial ownership of such Participations.
Peter L. Malkin owned of record as co-trustee of two separate trusts a total of $40,000 of Participa- tions. Mr. Malkin has a remainder interest in each of such trusts.
Isabel W. Malkin, the wife of Peter L. Malkin, owned of record and beneficially, $100,000 of Participa- tions. Mr. Malkin disclaims any beneficial ownership of such Participations.
(c) Not applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions.
(a) As stated in Item 1 hereof, Mr. Donald A. Bettex, Mr. Peter L. Malkin and Mr. C. Michael Spero are the three Partners of Registrant and also act as agents for the Participants in their respective partnership interests. Mr. Malkin is also a partner in Sublessee. As a consequence of one of the three Partners being a partner in Sublessee and all three Partners being members of Counsel (which represents Registrant and Sublessee),
certain actual and potential conflicts of interest may arise with respect to the management and administration of the business of Registrant. However, under the respective participating agreements pursuant to which the Partners act as agents for the Participants, certain transactions require the prior consent of a specified number of the Participants in order for the agents to act on their behalf. Such transactions include modifications and extensions of the Sublease, or a sale or other disposition of the Property or substantially all of Registrant's other assets.
Reference is made to Items 1 and 2 hereof for a description of the terms of the Sublease between Registrant and Sublessee. The respective interests of the Partners in Registrant and in the Sublease arise solely from ownership of their respec- tive participations in Registrant and, in the case of Mr. Malkin, his ownership of a partnership interest in Sublessee. The Partners receive no extra or special benefit not shared on a pro rata basis with all other security holders of Registrant or partners in Sublessee. However, each of the Partners, by reason of his respective interest in Counsel, is entitled to receive his pro rata share of any legal fees or other remuneration paid to Counsel for professional services rendered to Registrant and Sublessee.
Reference is also made to Items 1 and 10 hereof for a description of the relationship between Registrant and Counsel, of which the Partners are among its members. The interest of each Partner in any remuneration paid or given by Registrant to Counsel arise solely from the ownership of such Partner's interest in Counsel. See Item 11 hereof for a description of the remuneration arrangements between Registrant and Counsel.
(b) Reference is made to Paragraph (a) above.
(c) Not applicable.
(d) Not applicable.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a)(1) Financial Statements:
Consent of Jacobs Evall & Blumenfeld LLP, Certified Public Accountants, dated March 18, 1996.
Accountant's Report of Jacobs Evall & Blumenfeld LLP, Certified Public Accountants, dated February 27, 1996.
Balance Sheets at December 31, 1995 and at December 31, 1994 (Exhibit A).
Statements of Income for the fiscal years ended December 31, 1995, 1994 and 1993 (Exhibit B).
Statement of Partners' Capital for the fiscal year ended December 31, 1995 (Exhibit C-1).
Statement of Partners' Capital for the fiscal year ended December 31, 1994 (Exhibit C-2).
Statement of Partners' Capital for the fiscal year ended December 31, 1993 (Exhibit C-3).
Statements of Cash Flows for the fiscal years ended December 31, 1995, 1994 and 1993 (Exhibit D).
Notes to Financial Statements for the fiscal years ended December 31, 1995, 1994 and 1993.
(2) Financial Statement Schedules:
List of Omitted Schedules.
Real Estate and Accumulated Depreciation - December 31, 1995 (Schedule III).
(3) Exhibits: See Exhibit Index.
(b) No Form 8-K was filed by Registrant for the final quarter of 1995.
[LETTERHEAD OF JACOBS EVALL & BLUMENFELD LLP CERTIFIED PUBLIC ACCOUNTANTS]
March 18, 1996
Empire State Building Associates New York, N. Y.
We consent to the use of our independent accountants' report dated February 27, 1996 covering our audits of the accompanying financial statements of Empire State Building Associates in connection with and as part of your December 31, 1995 annual report (Form 10-K) to the Securities and Exchange Commission.
Jacobs Evall & Blumenfeld LLP
Certified Public Accountants
INDEPENDENT ACCOUNTANTS' REPORT
To the participants in Empire State Building Associates (a Partnership) New York, N. Y.
We have audited the accompanying balance sheets of Empire State Building Associates ("Associates") as of December 31, 1995 and 1994, and the related statements of income, partners' capital and cash flows for each of the three years in the period ended December 31, 1995, and the supporting financial statement schedule as contained in Item 14(a)(2) of this Form 10-K. These financial statements and schedule are the responsibility of Associates' management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Empire State Building Associates as of December 31, 1995 and 1994, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1995 in conformity with generally accepted accounting principles, and the related financial statement schedule, when considered in relation to the basic financial statements, presents fairly, in all material respects, the information set forth therein.
As discussed in Note 9 to the financial statements, Associates has been included as a defendant in actions with other related parties, including the Agents for Associates and Empire State Building Company, the sublessee.
Jacobs Evall & Blumenfeld LLP
Certified Public Accountants New York, N. Y. February 27, 1996
EXHIBIT A
EMPIRE STATE BUILDING ASSOCIATES
BALANCE SHEETS
A S S E T S
See accompanying notes to financial statements.
EXHIBIT B
EMPIRE STATE BUILDING ASSOCIATES
STATEMENTS OF INCOME
See accompanying notes to financial statements.
EXHIBIT C-1
EMPIRE STATE BUILDING ASSOCIATES
STATEMENT OF PARTNERS' CAPITAL YEAR ENDED DECEMBER 31, 1995
See accompanying notes to financial statements.
EXHIBIT C-2
EMPIRE STATE BUILDING ASSOCIATES
STATEMENT OF PARTNERS' CAPITAL YEAR ENDED DECEMBER 31, 1994
See accompanying notes to financial statements.
EXHIBIT C-3 EMPIRE STATE BUILDING ASSOCIATES
STATEMENT OF PARTNERS' CAPITAL YEAR ENDED DECEMBER 31, 1993
See accompanying notes to financial statements.
EXHIBIT D
EMPIRE STATE BUILDING ASSOCIATES
STATEMENTS OF CASH FLOWS
See accompanying notes to financial statements.
EMPIRE STATE BUILDING ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
1. Business Activity
Empire State Building Associates ("Associates") is a general partnership which holds the tenant's position in the master leasehold of the Empire State Building, located at 350 Fifth Avenue, New York City. Associates subleases the property to Empire State Building Company ("Company").
2. Summary of Significant Accounting Policies
a. Cash and Cash Equivalents:
Cash and cash equivalents include investments in money market funds and all highly liquid debt instruments purchased with a maturity of three months or less.
b. Real Estate and Amortization of Leasehold:
Real estate, consisting of a leasehold, is stated at cost. In 1988, Associates determined that it would exercise its first renewal option under the lease, and did so in January 1989. Amortization of the leasehold is being computed by the straight-line method over the estimated useful life of 25 years, from January 1, 1988 to January 5, 2013 (see Note 4).
c. Use of Estimates:
In preparing financial statements in conformity with generally accepted accounting principles, management often makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
3. Related Party Transactions - Rent Income
Rent income for the years ended December 31, 1995, 1994 and 1993, totalling $6,018,750, $9,616,637 and $13,731,568, respectively, consists of the minimum annual rent plus overage rent under an operating sublease dated December 27, 1961, as modified February 15, 1965, with Company (the "sublessee"), as follows:
Year ended December 31,
1995 1994 1993
Minimum net basic rent...... $6,018,750 $6,018,750 $ 6,018,750 Overage rent earned......... - 3,597,887 7,712,818
$6,018,750 $9,616,637 $13,731,568
EMPIRE STATE BUILDING ASSOCIATES
NOTES TO FINANCIAL STATEMENTS (Continued)
3. Related Party Transactions - Rent Income (continued)
The sublease provides for the same initial term and renewal options as the leasehold (see Note 4), less one day. The initial term of the sublease expired on January 4, 1992 and the annual minimum net basic rent during such term was $6,780,560. In January 1989, the sublessee exercised its option to renew the sublease for the first renewal period from January 4, 1992 to January 4, 2013. The annual minimum net basic rent during the first renewal term was reduced to $6,018,750, and is to be further reduced to $5,895,625 during each of the remaining three renewal terms.
Overage rent earned is equal to fifty percent of the sublessee's annual net income (as defined in the sublease) in excess of $1,000,000.
A partner in Associates is also a partner in the sublessee.
4. Leasehold Rent
Leasehold rent represents the net basic rent of $3,470,560 per annum under an operating lease dated December 27, 1961, as modified February 15, 1965, with The Prudential Insurance Company of America ("Prudential"), over the initial term of the lease, 30 years and 9 days, from December 27, 1961 to January 5, 1992.
In January 1989, Associates exercised its option to renew the lease for the first renewal period from January 5, 1992 to January 5, 2013. The lease contains options for Associates to renew the leasehold for an additional 3 successive periods of 21 years each. The basic rent was reduced to $1,970,000 per annum during the first renewal term, and is to be further reduced to $1,723,750 per annum during each of the remaining three renewal terms.
On November 27, 1991, Prudential sold the property to E.G. Holding Co., Inc. which, through merger and conveyance, reportedly transferred its interest as lessor to Trump Empire State Partners ("Trump") (see Note 9). Associates' rights under the master leasehold remain unchanged.
5. Related Party Transactions - Supervisory Services
Supervisory services (including disbursements and cost of regular accounting services) during the years ended December 31, 1995, 1994 and 1993, totalling $159,417, $377,670 and $625,826, respectively, represent fees paid to the firm of Wien, Malkin & Bettex. Some partners in that firm are also partners in Associates.
Fees for supervisory services are paid pursuant to an agreement, which amount is based on a rate of return of investment achieved by the participants in Associates each year.
EMPIRE STATE BUILDING ASSOCIATES
NOTES TO FINANCIAL STATEMENTS (Continued)
6. Number of Participants
There were approximately 2,620 participants in the participating groups at December 31, 1995, 1994 and 1993.
7. Determination of Distributions to Participants
Distributions to participants in 1995, 1994 and 1993 of $7,308,634, $11,196,399 and $16,223,486, respectively, represented the following:
EMPIRE STATE BUILDING ASSOCIATES
NOTES TO FINANCIAL STATEMENTS (Continued)
8. Distributions and Amount of Income per $10,000 Participation Unit
Distributions per $10,000 participation unit during the years 1995, 1994 and 1993 based on 3,300 participation units outstanding during each year, consisted of the following:
Year ended December 31,
1995 1994 1993
Income........................ $1,126 $2,152 $3,330
Return of capital............. 1,089 1,241 1,586
TOTAL DISTRIBUTIONS......... $2,215 $3,393 $4,916
Net income is computed without regard to income tax expense since Associates does not itself pay a tax on its income; instead, any such taxes are paid by the participants in their individual capacities.
9. Litigation
a. On October 21, 1991, the holder of a $20,000 original participation in Associates brought suit in New York Supreme Court, New York County against the Agents for Associates (Peter L. Malkin, Donald A. Bettex and Alvin Silverman); Company; Harry B. Helmsley ("Helmsley"), a partner in Company; and Wien, Malkin & Bettex, counsel to Associates. Associates is a nominal defendant. The suit claims that the defendants have engaged in breaches of fiduciary duty and acts of self-dealing in relation to the Agents' solicitation of consents and authorizations of the participants in Associates in September 1991 and in relation to other unrelated acts of the Agents and the sublessee. The suit is styled as a class action, but the Court has ruled that class certification shall not be granted. The suit seeks relief including an injunction and an accounting. On January 10, 1992, all defendants answered the complaint and denied all material allegations of liability and damage. The complaint does not seek any relief against Associates, and accordingly, Associates' counsel is of the opinion that no loss or other unfavorable outcome of the action against Associates is anticipated. The action has been dismissed against Company and Helmsley.
b. In December 1994, Associates received a notice of default from Trump. The Trump default notice to Associates claims that Associates is in violation of its master lease because of extensive work which the sublessee, Company, has undertaken as part of an improvement program that commenced before Trump reportedly acquired its interest in the property in 1994. Trump's notice also complains that the building is in need of repairs.
EMPIRE STATE BUILDING ASSOCIATES
NOTES TO FINANCIAL STATEMENTS (Continued)
9. Litigation (continued)
On February 14, 1995, Associates and Company filed an action in New York State Supreme Court against Trump for a declaratory judgment that none of the matters set forth in the notice of default constitutes a violation of the master lease or sublease, and that the notice of default is entirely without merit. Associates' and Company's suit also seeks an injunction to prevent Trump from implementing the notice of default.
On February 15, 1995, Trump filed an action against Associates, Company, Wien, Malkin & Bettex, Helmsley, Helmsley-Spear, Inc. (the management company of the Empire State Building), and the Agents for Associates in New York State Supreme Court, alleging that the notice of default is valid and seeking damages and related relief based thereon. The defendants intend to defend against Trump's action and seek its dismissal. Counsel believes that Associates and Company should prevail in their actions against Trump, and that Trump's action should be dismissed.
On March 24, 1995, the New York State Supreme Court granted Associates a preliminary injunction against Trump. The injunction prohibits Trump from acting on its notice of default to Associates, at any time, pending the prosecution of claims by Associates and Company for a final judgement granting a permanent injunction and other relief against the Trump defendants.
In May, 1995, Associates and Company filed a separate legal action against Trump and various affiliated persons for breach of the master lease and sublease, and disparagement of the property in violation of Associates' and Company's leasehold rights. This action seeks money damages and related relief.
10. Contingent Liability of Sublessee
The State of New York has asserted a utility tax deficiency of $1,528,816, plus accrued interest, against the sublessee through December 31, 1992 in connection with electricity, water and steam charges to tenants. The Supreme Court, New York County granted summary judgement in favor of the State, which ruling was affirmed by the Appellate Division, First Department, holding that the State utility tax applies to such rent inclusion charges. The sublessee is seeking permission to appeal the Appellate Division decision before the Court of Appeals and the final outcome of the appeal cannot presently be determined. The City of New York has also asserted a utility tax deficiency of $277,125, plus accrued interest, against the sublessee through December 31, 1994 in connection with electricity, water and steam charges to tenants. An appeal before the New York City taxing authority is pending and the final outcome of the appeal cannot presently be determined. EMPIRE STATE BUILDING ASSOCIATES
NOTES TO FINANCIAL STATEMENTS (Continued)
10. Contingent Liability of Sublessee (continued)
If it is finally determined that the State's and City's positions are correct, the sublessee would also be liable for additional utility taxes for quarterly periods ending after December 31, 1992 for New York State utility tax and for periods after December 31, 1994 for New York City utility tax. Any amounts for which the sublessee might be ultimately liable would reduce the sublessee's net income in the year it becomes determinable, and may therefore impact additional rent payable to Associates.
11. Concentration of Credit Risk
Associates maintains cash balances in a bank, money market fund (Fidelity U.S. Treasury Income Portfolio), and a distribution account held by Wien, Malkin & Bettex. The bank balance is insured by the Federal Deposit Insurance Corporation up to $100,000, and at December 31, 1995 was completely insured. The cash in the money market fund and the distribution account held by Wien, Malkin & Bettex is not insured. The funds held in the distribution account were paid to the participants on January 1, 1996.
EMPIRE STATE BUILDING ASSOCIATES
OMITTED SCHEDULES
The following schedules have been omitted as not applicable in the present instance:
SCHEDULE I - Condensed financial information of registrant.
SCHEDULE II - Valuation and qualifying accounts.
SCHEDULE IV - Mortgage loans on real estate.
SCHEDULE III EMPIRE STATE BUILDING ASSOCIATES
Real Estate and Accumulated Depreciation December 31, 1995
(a) There have been no changes in the carrying values of real estate for the years ended December 31, 1995, December 31, 1994 and December 31, 1993. The costs for federal income tax purposes are the same as for financial statement purposes.
(b) Accumulated amortization Balance at January 1, 1993 $34,830,613 Amortization: F/Y/E 12/31/93 $208,469 12/31/94 208,469 12/31/95 208,469 625,407
Balance at December 31, 1995 $35,456,020
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
The individual signing this report on behalf of Registrant is Attorney-in-Fact for Registrant and each of the Partners in Registrant, pursuant to a Power of Attorney, dated March 29, 1996 (the "Power").
EMPIRE STATE BUILDING REGISTRANT (Registrant)
By /s/Stanley Katzman Stanley Katzman, Attorney-in-Fact*
Date: March 29, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person as Attorney-in-Fact for each of the Partners in Registrant, pursuant to the Power, on behalf of Registrant and as a Partner in Registrant on the date indicated.
By /s/Stanley Katzman Stanley Katzman, Attorney-in-Fact*
Date: March 29, 1996
______________________ * Mr. Katzman supervises accounting functions for Registrant.
EXHIBIT INDEX
Number Document Page*
3(a) Registrant's Partnership Agreement dated July 11, 1961, filed as Exhibit No. 1 to Registrant's Registration Statement on Form S-1 as amended (the "Registration Statement") by letter dated August 8, 1962 and assigned File No. 2-18741, is incorporated by reference as an exhibit hereto.
3(b) Amended Business Certificate of Registrant filed with the Clerk of New York County on October 25, 1995 reflecting a change in the Partners of Registrant.
4 Registrant's form of Participating Agreement, filed as Exhibit No. 6 to the Registration Statement by letter dated August 8, 1962 and assigned File No. 2-18741, is incorporated by reference as an exhibit hereto.
10(a) Mortgage dated December 21, 1951 from Imperium Corporation to Prudential Insurance Company of America ("Prudential"), filed by letter dated March 31, 1981 (Commission File No. 0-827) as Exhibit 10(a) to Registrant's Form 10-K for the fiscal year ended December 31, 1980, is incorporated by reference as an exhibit hereto.
10(b) Modification of Indenture of Lease dated December 27, 1961 between Prudential and Registrant filed by letter dated March 31, 1981 (Commission File No. 0-827) as Exhibit 10(b) to Registrant's Form 10-K for the fiscal year ended December 31, 1980, is incorporated by reference as an exhibit hereto.
______________________ * Page references are based on sequential numbering system.
10(c) Sublease dated December 27, 1961 between Registrant and Sublessee, filed by letter dated March 31, 1981 (Commission File No. 0-827) as Exhibit 10(d) to Registrant's Form 10-K for the fiscal year ended December 31, 1980, is incorporated by reference as an exhibit hereto.
10(e) Modification and Extension Agreement, dated October 26, 1964 between The Bowery Savings Bank and Celeritas Realty Corp., filed by letter dated March 31, 1981 (Commission File No. 0-827) as Exhibit 10(e) to Registrant's Form 10-K for the fiscal year ended December 31, 1980, is incorporated by reference as an exhibit hereto.
13 Letter to Participants, dated March 6, 1996 with financial reports for the fiscal year ended December 31, 1995. The foregoing material shall not be deemed to be "filed" with the Commission or otherwise subject to the liabilities of Section 18 of the Securities Exchange Act of 1934.
24 Power of Attorney dated March 29, 1996, between Peter L. Malkin, C. Michael Spero and Donald A. Bettex, the partners of Registrant and Richard A. Shapiro and Stanley Katzman.
27 Financial Data Schedule of Registrant for the fiscal year ended December 31, 1995
Exhibit 3(b)
AMENDED BUSINESS CERTIFICATE
The undersigned hereby certify that a certificate of business under the assumed name
EMPIRE STATE BUILDING ASSOCIATES
for the conduct of business at 60 East 42nd Street, New York, New York, was filed in the office of the County Clerk New York County, State of New York, on the 23rd day of August, 1961, under index number 6543/61; that the last amended certificate was filed on the 17th day of January 1989, in the office of said County Clerk under index number 6543/61.
It is hereby further certified that this amended certificate is made for the purposes of more accurately setting forth the facts recited in the original certificate or the last amended certificate and to set forth the following changes in such facts.
ALVIN SILVERMAN, residing at 110 Redwood Drive, Roslyn, New York 11576, has been succeeded as a partner by C. MICHAEL SPERO, residing at 1165 Park Avenue, New York, New York 10128.
The members of EMPIRE STATE BUILDING ASSOCIATES now consist of: Donald A. Bettex, Peter L. Malkin and C. Michael Spero.
IN WITNESS WHEREOF, the undersigned have as of the 2nd day of July, 1995 made and signed this certificate.
/s/ Alvin Silverman /s/ Donald A. Bettex ALVIN SILVERMAN DONALD A. BETTEX
/s/ C. Michael Spero C. MICHAEL SPERO
State of New York, County of New York ss.:
On this 2nd day of July, 1995, before me personally appeared ALVIN SILVERMAN, C. MICHAEL SPERO and DONALD A. BETTEX, to me known and known to me to be the individuals described in and who executed the foregoing certificate, and they thereupon duly acknowledged to me that they executed the same.
/s/ Estelle Beeber Notary Public State of New York No. 5241708 Qualified in New York County Commission Expires 9/30/96
STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK )
On the __ day of March, 1996 before me personally came
PETER L. MALKIN, DONALD A BETTEX and C. MICHAEL SPERO, to me known
to be the individuals described in and who executed the foregoing
instrument, and acknowledged that they executed the same.
/s/___________________________ NOTARY PUBLIC