FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________
Commission file number 0-2666
250 WEST 57th ST. ASSOCIATES
(Exact name of registrant as specified in its charter)
A New York Partnership 13-6083380
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 East 42nd Street, New York, New York 10165
(Address of principal executive offices)
(Zip Code)
(212) 687-8700
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ X ]. No [ ] .
An Exhibit Index is located on Page 14 of this Report.
Number of pages (including exhibits) in this filing: 14.
2.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
250 West 57th St. Associates
Condensed Statement of Income
(Unaudited)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1997 1996 1997 1996
Income:
Basic rent, from a related
party (Note B) $ 79,289 $ 79,289 $ 237,868 $ 237,868
Advance of primary overage
rent, from a related
party (Note B) 188,000 188,000 564,000 564,000
Secondary Overage Rent,
from a related party
(Note B) 1,326,984 1,658,477 1,326,984 1,658,477
---------- --------- ---------- ----------
Total income 1,594,273 1,925,766 2,128,852 2,460,345
---------- --------- ---------- ----------
Expenses:
Interest on mortgage 66,869 67,353 200,980 202,400
Supervisory services, to a
related party (Note C) 145,708 180,848 175,708 210,848
Amortization of mortgage
refinancing costs 1,957 1,957 5,872 5,872
Fees and expenses 19,909 -0- 19,909 -0-
---------- ---------- ---------- ----------
Total expenses 234,443 250,158 402,469 419,120
---------- ---------- ---------- ----------
Net income $1,359,830 $1,675,608 $1,726,383 $2,041,225
========== ========== ========== ==========
Earnings per $5,000 partici-
pation unit, based on 720
participation units out-
standing during the year $1,888.65 $2,327.23 $2,397.75 $2,835.03
========= ========= ========= =========
Distributions per $5,000
participation consisted of
the following:
Income $1,888.65 $2,327.23 $2,397.75 $2,835.03
Increase (Decrease) in
capital deficit (1,638.65) (2,077.23) (1,647.75) (2,085.03)
---------- ---------- ---------- ----------
Total distribution $ 250.00 $ 250.00 $ 750.00 $ 750.00
========= ========= ========= =========
At September 30, 1997 and 1996, there were $3,600,000 of participations
outstanding.
3.
250 West 57th St. Associates
Condensed Balance Sheet
(Unaudited)
September 30, 1997 December 31, 1996
Assets
Current assets:
Cash $ 84,124 $ 84,124
Rent receivable, from Fisk
Building Associates, a related
party (Note B) 1,326,984 -0-
---------- ----------
Total current assets 1,411,108 84,124
---------- ----------
Real estate, at cost:
Property situated at 250-264 West
57th Street, New York, New York:
Land 2,117,435 2,117,435
Building 4,940,682 4,940,682
Less: Accumulated depreciation 4,940,682 4,940,682
---------- ----------
-0- -0-
Building improvements 688,000 688,000
Less: Accumulated depreciation 688,000 688,000
---------- ----------
-0- -0-
Tenants' installations and
improvements 249,791 249,791
Less: Accumulated amortization 249,791 249,791
---------- ----------
-0- -0-
Other assets:
Mortgage refinancing costs 41,106 41,106
Less: Accumulated amortization 20,226 14,354
---------- ----------
20,880 26,752
---------- ----------
Total assets $3,549,423 $2,228,311
========== ==========
Liabilities and Capital
Current liabilities:
Accrued interest payable $ 22,275 $ 22,399
Accrued Fees and Expenses 19,909
Accrued Supervisory Services,
to a related party (Note C) 130,708
First mortgage principal payments
due within one year (Note B) 22,817 21,270
---------- ----------
Total current liabilities 195,709 43,669
Long-term debt (Note B) 2,820,868 2,838,179
Capital (See analysis, page 4):
September 30, 1997 532,846 -0-
December 31, 1996 -0- (653,537)
---------- ----------
Total liabilities and capital:
September 30, 1997 $3,549,423
December 31, 1996 ========== $2,228,311
==========
4.
250 West 57th St. Associates
Analysis of Capital
(Unaudited)
September 30, 1997 December 31, 1996
Capital:
January 1, 1997 $ (653,537)
January 1, 1996 $ (665,228)
Add, Net income:
January 1, 1997 through
September 30, 1997 1,726,383 -0-
January 1, 1996 through
December 31, 1996 -0- 2,224,320
---------- ----------
1,072,846 1,559,092
Less, Distributions:
Distribution, November 30, 1996
of Secondary Overage Rent
for the lease year ended
September 30, 1996 -0- 1,492,629
Distributions January 1, 1997
through September 30, 1997 540,000 -0-
Distributions, January 1, 1996
through December 31, 1996 -0- 720,000
---------- ----------
540,000 2,212,629
---------- ----------
Capital:
September 30, 1997 $ 532,846
December 31, 1996 ========== $ (653,537)
==========
5.
250 West 57th St. Associates
Condensed Statements of Cash Flows
(Unaudited)
January 1, 1997 January 1, 1996
through through
September 30, 1997 September 30, 1996
Cash flows from operating activities:
Net income $1,726,383 $ 2,041,225
Adjustments to reconcile net income
to cash provided by operating
activities:
Amortization of mortgage refinancing
costs 5,872 5,872
Change in accrued interest payable (124) (112)
Change in accrued expenses 150,617 40,848
Change in additional rent due (1,326,984) (1,533,478)
----------- -----------
Net cash provided by operating
activities 555,764 554,355
----------- -----------
Cash flows from financing activities:
Cash distributions (540,000) (540,000)
Principal payments on long-term debt (15,764) (14,355)
----------- -----------
Net cash used in financing activities (555,764) (554,355)
----------- -----------
Net increase (decrease) in cash -0- -0-
Cash, beginning of period 84,124 84,124
----------- -----------
Cash, end of period $ 84,124 $ 84,124
=========== ===========
January 1, 1997 January 1, 1996
through through
September 30, 1997 September 30, 1996
Cash paid for:
Interest $ 201,104 $ 202,513
=========== ===========
250 West 57th St. Associates 6.
September 30, 1997
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note A - Basis of Presentation
The accompanying unaudited condensed financial
statements have been prepared in accordance with the instructions
to Form 10-Q and therefore do not include all information and
footnotes necessary for a fair presentation of financial position,
results of operations and statement of cash flows in conformity
with generally accepted accounting principles. The accompanying
unaudited condensed financial statements include all adjustments
(consisting only of normal recurring accruals) which are, in the
opinion of the joint venturers in Registrant, necessary for a fair
statement of the results for such interim periods. The joint
venturers in Registrant believe that the accompanying unaudited
condensed financial statements and the notes thereto fairly
disclose the financial condition and results of Registrant's
operations for the periods indicated and are adequate to make the
information presented therein not misleading.
Note B - Interim Period Reporting
The results for interim periods are not necessarily
indicative of the results to be expected for a full year.
Registrant is a New York joint venture which was
organized on May 25, 1953. On September 30, 1953, Registrant
acquired fee title to the "Fisk Building" (the "Building") and the
land thereunder, located at 250-264 West 57th Street, New York,
New York (hereinafter, collectively, the "Property").
Registrant's joint venturers are Peter L. Malkin and Stanley
Katzman (the "Joint Venturers"), each of whom also acts as an
agent for holders of participations in their undivided joint
venture interests in Registrant (the "Participants").
On August 6, 1997 the Partners mailed to the
Participants a STATEMENT ISSUED BY THE AGENTS IN CONNECTION WITH
THE SOLICITATION OF CONSENTS OF THE PARTICIPANTS (the "Statement")
requesting their authorization concerning certain governance
issues, including the designation of Additional Successor agents.
The details of the Partners' proposal are provided in the
Definitive Proxy Statement which was filed with the Securities and
Exchange Commission as Schedule 14-A on August 6, 1997, and is
incorporated herein by reference. On September 9, 1997, the
Partners mailed to the non-responding Participants a request for a
response to the solicitation of consents which letter was filed
with the Securities and Exchange Commission as Schedule A-14A on
September 9, 1997 and is incorporated herein by reference. On
November 6, 1997, the Partners received the necessary consents for
the appointment of additional Successor Agents.
Registrant leases the Property to Fisk Building
Associates (the "Net Lessee"), under a long-term net operating
lease (the "Net Lease"), the current term of which expires on
250 West 57th St. Associates 7.
September 30, 1997
September 30, 2003. Net Lessee is a New York partnership in which
Mr. Malkin is among its partners. In addition, each of the Joint
Venturers is also among the members of the law firm of Wien &
Malkin LLP, 60 East 42nd Street, New York, New York, counsel to
Registrant and Net Lessee ("Counsel"). See Note C of this Item 1
("Note C").
Under the Net Lease, Net Lessee must pay (i) annual
basic rent equal to the sum of $28,000 plus an amount equal to the
rate of constant payments for interest and amortization required
annually under the first mortgage described below (the "Basic
Rent"), and (ii)(A) primary overage rent equal to the lesser of
(1) Net Lessee's net operating income for the preceding lease year
or (2) $752,000 (the "Primary Overage Rent"), and (B) secondary
overage rent equal to 50% of any remaining balance of Net Lessee's
net operating income for such lease year ("Secondary Overage
Rent").
Net Lessee is required to make a monthly payment to
Registrant, as an advance against Primary Overage Rent, of an
amount equal to its operating profit for its previous lease year
in the maximum amount of $752,000 per annum. Net Lessee currently
advances $752,000 each year which permits Registrant to make
regular monthly distributions at 20% per annum on the
Participants' remaining cash investment.
For the lease year ended September 30, 1997, Net Lessee
reported net operating profit of $3,405,968 after deduction of
Basic Rent. Net Lessee paid Primary Overage Rent of $752,000,
together with Secondary Overage Rent of $1,326,984 for the lease
year ended September 30, 1997. The Secondary Overage Rent of
$1,326,984 represents 50% of the excess of the net operating
profit of $3,405,968 over $752,000. After the payment of $19,909
for fees and expenses in connection with the August 6, 1997
Consent Solicitation Program and $130,708 to Counsel as an
additional payment for supervisory services, the balance of
$1,176,367 will be distributed to the Participants on December 2,
1997.
Secondary Overage Rent income is recognized when earned
from Net Lessee, at the close of the lease year ending September
30. Such income is not determinable until Net Lessee, pursuant to
the Net Lease, renders to Registrant a certified report on the
operation of the Property. Secondary Overage rent for the lease
year ended September 30, 1997 has not yet been determined and
therefore is not reflected in earnings this quarter. The Net
Lease does not provide for the Net Lessee to render interim
reports to Registrant, so no income is reflected for the period
between the end of the lease year and the end of Registrant's
fiscal year.
The Net Lease provides for one renewal option of 25
years. The Participants in Registrant and the partners in Net
250 West 57th St. Associates 8.
September 30, 1997
Lessee have agreed to execute three additional 25-year renewal
terms on or before the expiration of the then applicable renewal
term.
Effective March 1, 1995, the first mortgage loan on the
Property, in the principal amount of $2,890,758, held by Apple
Bank for Savings was refinanced (the "Refinancing"). The material
terms of the refinanced mortgage loan (the "Mortgage Loan") are as
follows:
(i) a maturity date of June 1, 2000;
(ii) monthly payments of $24,096 aggregating
$289,157 per annum applied first to interest at the rate
of 9.4% per annum and the balance in reduction of
principal;
(iii) no prepayment until after the third loan year.
Thereafter, a 3% penalty will be imposed in the fourth
loan year and a 2% penalty during the fifth loan year.
No prepayment penalty will be imposed if the Mortgage
Loan is paid in full during the last 90 days of the
fifth loan year; and
(iv) no Partner or Participant will have any
personal liability for principal of, or interest on, the
Mortgage Loan.
Note C - Supervisory Services
Registrant pays Counsel for legal fees and supervisory
services and disbursements: (i) $40,000 per annum (the "Basic
Payment"); and (ii) an additional payment of 10% of all
distributions to Participants in any year in excess of the amount
representing a return to them at the rate of 15% per annum on
their remaining cash investment (the "Additional Payment"). At
September 30, 1997, the Participants' remaining cash investment
was $3,600,000. Of the Basic Payment, $28,000 is payable from
Basic Rent and $12,000 is payable from Primary Overage Rent
received by Registrant.
No remuneration was paid during the three and nine month
periods ended September 30, 1997 by Registrant to any of the Joint
Venturers as such. Pursuant to the fee arrangements described
herein, Registrant also paid Counsel $10,000 and $30,000,
respectively, of the Basic Payment and $5,000 and $15,000,
respectively, on account of the Additional Payment, for the three
and nine month periods ended September 30, 1997.
The supervisory services provided to Registrant by
Counsel include legal, administrative and financial services. The
legal and administrative services include acting as general
counsel to Registrant, maintaining all of its partnership and
Participant records, performing physical inspections of the
250 West 57th St. Associates 9.
September 30, 1997
Building, reviewing insurance coverage and conducting annual
partnership meetings. Financial services include monthly receipt
of rent from the Net Lessee, payment of monthly and additional
distributions to the Participants, payment of all other
disbursements, confirmation of the payment of real estate taxes,
and active review of financial statements submitted to Registrant
by the Net Lessee and financial statements audited by and tax
information prepared by Registrants' independent certified public
accountant, and distribution of such materials to the
Participants. Counsel also prepares quarterly, annual and other
periodic filings with the Securities and Exchange Commission and
applicable state authorities.
Reference is made to Note B of Item 1 ("Note B") for a
description of the terms of the Net Lease between Registrant and
Net Lessee. The respective interests, if any, of each Joint
Venturer in Registrant and in Net Lessee arise solely from such
person's ownership of participations in Registrant and partnership
interests or participations in Net Lessee. The Joint Venturers
receive no extra or special benefit not shared on a pro rata basis
with all other Participants in Registrant or partners in Net
Lessee. However, each of the two Joint Venturers, by reason of his
respective partnership interest in Counsel, is entitled to receive
his pro rata share of any legal fees or other remuneration paid to
Counsel for legal services rendered to Registrant and Net Lessee.
As of September 30, 1997, the Joint Venturers owned of
record and beneficially $24,167 of Participations, representing
less than 1% of the currently outstanding Participations in
Registrant.
In addition, as of September 30, 1997, certain of the
Joint Venturers in Registrant (or their respective spouses) held
additional Participations as follows:
Isabel Malkin, the wife of Peter L. Malkin, owned of
record and beneficially $70,000 of Participations.
Mr. Malkin disclaims any beneficial ownership of such
Participations.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Registrant was organized solely for the purposes of
owning the Property subject to a net operating lease of the
Property held by Net Lessee. Registrant is required to pay, from
Basic Rent, the charges on the Mortgage Loan and amounts for
supervisory services and to then distribute the balance of such
Basic Rent to holders of participations. See Note C of Item 1.
Pursuant to the Net Lease, Net Lessee has assumed responsibility
for the condition, operation, repair, maintenance and management
of the Property. Accordingly, Registrant need not maintain sub-
stantial reserves or otherwise maintain liquid assets to defray
any operating expenses of the Property.
250 West 57th St. Associates 10.
September 30, 1997
Registrant's results of operations are affected
primarily by the amount of rent payable to it under the Net Lease.
The amounts of Primary Overage Rent and Secondary Overage Rent are
affected by the New York City economy and its real estate market.
It is difficult to forecast the New York City economy and real
estate market over the next few years.
Registrant does not pay dividends. During the three and
nine month periods ended September 30, 1997, Registrant made
regular monthly distributions of $83.33 for each $5,000
participation ($1,000 per annum for each $5,000 participation).
On December 2, 1997, Registrant will make an additional
distribution of $1,633.84 for each $5,000 participation. Such
distribution represents the balance of Secondary Overage Rent
payable by Net Lessee in accordance with the terms of the Net
Lease after payment of fees and expenses for the consent
solicitation and Additional Payment to Counsel. See Notes B and
C. There are no restrictions on Registrant's present or future
ability to make distributions; however, the amount of such
distributions depends solely on the ability of Net Lessee to make
monthly payments of Basic Rent, Primary Overage Rent and Secondary
Overage Rent to Registrant in accordance with the terms of the Net
Lease. Registrant expects to make distributions so long as it
receives the payments provided for under the Net Lease. See Note
B.
The following summarizes, with respect to the current
period and corresponding period of the previous year, the material
factors affecting Registrant's results of operations for such
periods:
Total income decreased for the three and nine
month periods ended September 30, 1997, as
compared with the three and nine month periods
ended September 30, 1996. Such decrease was the
result of a decrease in the Secondary Overage Rent
payable by the Net Lessee for the lease year ended
September 30, 1997, as compared with the lease
year ended September 30, 1996.
Total expenses decreased for the three and
nine month periods ended September 30, 1997 as
compared to the three and nine month periods ended
September 30, 1996. Such decrease was mainly
attributable to a decrease in the Additional
Payment being made to Counsel based on the
Secondary Overage Rent payable for the lease year
ended September 30, 1997.
Liquidity and Capital Resources
There has been no significant change in Registrant's
liquidity for the three and nine month periods ended September 30,
1997, as compared with the three and nine month periods ended
September 30, 1996.
250 West 57th St. Associates 11.
September 30, 1997
The amortization payments due under the Mortgage Loan
(see Note B of Item 1 hereof) will not be sufficient to liquidate
fully the outstanding principal balance thereof at maturity in
2000. The Registrant does not maintain any reserve to cover the
payment of any mortgage indebtedness at or prior to maturity.
Therefore, repayment of such indebtedness will depend on
Registrant's ability to arrange a further refinancing of the
Mortgage Loan. The ability of Registrant to obtain any such
refinancing will depend upon several factors, including the value
of the Property at that time and future trends in the real estate
market and the economy in the geographic area in which the
Property is located.
Registrant anticipates that funds for working capital
for the property will be provided by rental payments received from
the Net Lessee and, to the extent necessary, from additional
capital investment by the partners in the Net Lessee and/or
external financing. However, as noted above, Registrant has no
requirement to maintain substantial reserves to defray any
operating expenses of the Property. Registrant foresees no need
to make material commitments for capital expenditures while the
Net Lease is in effect.
Inflation
Registrant believes that there has been no material
change in the impact of inflation on its operations since the
filing of its report on Form 10-K for the year ended December 31,
1996, which report and all exhibits thereto are incorporated
herein by reference and made a part hereof.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Property of Registrant is the subject of the
following pending litigation:
Wien & Malkin LLP, et. al. v. Helmsley-Spear, Inc., et.
al. On June 19, 1997 Wien & Malkin LLP and Peter L. Malkin filed
an action in the Supreme Court of the State of New York, on behalf
of themselves and various partnerships, including Registrant,
against Helmsley-Spear, Inc. and Leona Helmsley. The filing of
the action was accompanied by a motion for a Temporary Restraining
Order and a Preliminary Injunction by which the plaintiffs sought
the return of over $5,000,000 in Empire State Building Company
funds which were being wrongfully held by Helmsley-Spear, Inc., an
order preventing Leona Helmsley from further violations of the
partnership agreements of the partnerships, and expedited
discovery of Helmsley-Spear, Inc. and Leona Helmsley regarding the
financial status of Helmsley-Spear, Inc. In their complaint,
plaintiffs sought the same relief requested in the motion for a
Temporary Restraining Order and Preliminary Injunction, as well as
the removal of Helmsley-Spear, Inc. as managing and leasing agent
250 West 57th St. Associates 12.
September 30, 1997
for all of the buildings owned by the partnerships on whose behalf
the action was brought. Plaintiffs also sought an order
precluding Leona Helmsley from exercising any partner management
powers in the partnerships. In August, 1997, the Supreme Court
directed that the foregoing disputes proceed to arbitration. As a
result, Mr. Malkin and Wien & Malkin LLP have filed an arbitration
complaint seeking such relief against Helmsley-Spear, Inc. and
Mrs. Helmsley before The American Arbitration Association.
Helmsley-Spear, Inc. and Mrs. Helmsley have served answers denying
liability and asserting various affirmative defenses and
counterclaims. Mr. Malkin and Wien & Malkin LLP intend to file a
reply denying the counterclaims; the reply is scheduled for
December, 1997.
Item 4. Submission of Matters to a Vote of Participants.
On August 6, 1997, the consent of the Participants was
sought to approve certain governance proposals, including the
designation of additional Successor Agents, as described in the
Statement. On September 9, 1997, the Partners mailed to the non-
responding Participants a request for a response to the
solicitation of consents which letter was filed with the
Securities and Exchange Commission as Schedule A-14A on
September 10, 1997 and is incorporated herein by reference. See
Item 1(a).
Item 6. Exhibits and Reports on Form 8-K.
(a) The exhibits hereto are incorporated by reference.
(b) Registrant filed a Form 8-K on July 1, 1997
reporting the commencement of an action against Helmsley-Spear,
Inc. and Leona M. Helmsley. See Item 1.
250 West 57th St. Associates 13.
September 30, 1997
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 thereunto duly authorized.
The individual signing this report on behalf of
Registrant is Attorney-in-Fact for Registrant and each of the
Joint Venturers in Registrant, pursuant to a Power of Attorney,
dated March 29, 1996 (the "Power").
250 WEST 57TH ST. ASSOCIATES
(Registrant)
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Dated: November 25, 1997
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed by the undersigned as
Attorney-in-Fact for each of the Joint Venturers in Registrant,
pursuant to the Power, on behalf of Registrant and as a Joint
Venturer in Registrant on the date indicated.
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Dated: November 25, 1997
______________________
* Mr. Katzman supervises accounting functions for
Registrant.
250 West 57th St. Associates 14.
September 30, 1997
EXHIBIT INDEX
Number Document Page *
2(a) Proxy Statement issued by the Partners in
connection with the solicitation of consents
of the Participants, which was filed on
Schedule 14A by Registrant on August 6, 1997
and is incorporated herein by reference.
2(b) Letter to Non-Responding Participants dated
September 9, 1997 requesting a response to
the Consent Solicitation which was filed on
Schedule A-14A by Registrant on September 10,
1997 and is incorporated herein by reference.
25 Power of Attorney dated March 29, 1996,
which was filed as Exhibit 24 to year
ended December 31, 1995 and is incorpor-
ated by reference as an exhibit hereto.
______________________
*Page references are based on sequential numbering system.