FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

[x]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2006

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 0-827

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(Exact name of registrant as specified in its charter)

A New York Limited Liability Company	13-6084254

(State or other jurisdiction of 	(I.R.S. Employer

incorporation or organization)	Identification No.)

60 East 42nd Street, New York, New York

(Address of principal executive offices)

10165

(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 [   ].

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [  ]  No [ X ] .

 

 

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

Empire State Building Associates L.L.C.

(A Limited Liability Company)

Condensed Consolidated Statements of Operations

(Unaudited)

	For the Three Months

		Ended March 31,

	2006	2005
Revenues:

Rent income from a related party 

(Note C)
$1,504,687
$1,504,687
Dividend income
141,685
52,296
Interest income
            1,996
            399
Total revenues
  1,648,368
  1,557,382

Expenses:

Interest on mortgage (Note B)
983,125
983,125
Supervisory services, to a related party (Note D)
39,854
39,854
Depreciation of building (Note B)
249,566
249,566
Amortization of financing costs (Note B)
44,907
44,907 
Miscellaneous 
            615
            660
Total expenses
  1,318,067
  1,318,112

Net Income	$   330,301	$   239,270
Earnings per $10,000 participation unit, based on 3,300

participation units outstanding during each period
$       100.10
$        72.51
Distributions per $10,000 participation 

consisted of the following:  
Income 
$       100.10
$       72.51
Return of capital
    4,314.37
    2,361.59
Total distributions
$  4,414.47
$  2,434.10
 

 

At March 31, 2006 and 2005, there were $33,000,000 of participation units outstanding.

 

See notes to condensed consolidated financial statements

 

 

 

 

 

 

 

 

Empire State Building Associates L.L.C.

(A Limited Liability Company)

Condensed Consolidated Balance Sheets

(Unaudited)
 
March 31, 2006
December 31, 2005
Real Estate:     
Building
$38,933,801
$38,933,801
Less, accumulated depreciation
    3,952,560 
    3,702,994 
  34,981,241
  35,230,807   
Land
  21,550,588 
  21,550,588
Total real estate
  56,531,829
  56,781,395   
Cash in banks and money market fund
 4,985,272
19,883,845
Restricted cash re: mortgage interest 

(Note C) 
2,354,539
851,683   
Additional rent due from Empire State Building Company L.L.C., a related party
               -0-
       1,324,979   
Receivable from participants re:  
 NYS estimated tax
1,386
91,437   
Mortgage financing costs
1,796,287
1,796,287
Less, accumulated amortization
        711,030
       666,123 
     1,085,257
    1,130,164
Total assets
$ 64,958,283
$80,063,503   
Liabilities and Members' Equity  
Liabilities:  
First mortgage payable (Note B)
 $ 60,500,000
$ 60,500,000
Accrued interest payable (Note B)
       338,632
               338,632
Prepaid rent
501,564
501,564
Accrued supervisory services, to a related party
               -0-
       867,791   
Total liabilities
  61,340,196
  62,207,987
Members' equity
    3,618,087
  17,855,516   
Total liabilities and members' equity
$64,958,283
$80,063,503
 

 

Empire State Building Associates L.L.C.

(A Limited Liability Company)

Condensed Consolidated Statements of Members' Equity

(Unaudited)
 
For the Three
For the 
Months Ended
Year Ended 
March 31, 2006
December 31, 2005
Members' equity:  
Members' equity January 1,
$17,855,516
$12,496,181
Add, net income:  
January 1, 2006 through March 31, 2006
330,301
 -0-
January 1, 2005 through December 31, 2005
               -0-
    16,308,881 
  18,185,817
  28,805,062
Less, distributions:  
Monthly distributions  
January 1, 2006 through March 31, 2006
972,333
-0-
January 1, 2005 through December 31, 2005
-0-
3,889,333
Additional distribution on March 3, 2006
13,595,397
-0-
Additional distribution on March 2, 2005
                -0-
    7,060,213   
Total distributions
   14,567,730
    10,949,546   
Members' equity:  
March 31, 2006
$  3,618,087 
December 31, 2005 
$  17,855,516   
 

See notes to condensed consolidated financial statements

 

Empire State Building Associates L.L.C.

(A Limited Liability Company)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	January 1, 2006	January 1, 2005

	through	through

March 31, 2006              March 31, 2005

Cash flows from operating activities:  
Net income
$     330,301
$  239,270
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation of building
249,566
249,566
Amortization of financing costs
44,907
44,907
Changes in operating assets and liabilities:  
Additional rent due from sublessee
1,324,979
719,543
Accrued supervisory services
(867,791)
(450,652)
       Accrued expenses
              -0-
   338,632
Net cash provided by operating activities
   1,081,962
1,141,266   
Cash flows from financing activities:  
Change in receivable from participants
  90,051
   61,970
Cash distributions
 (14,567,730)
 (8,032,546)
Net cash used in financing activities 
 (14,477,679)
 (7,970,576)   
Net change in cash and cash equivalents
  (13,395,717)
(6,829,310)   
Cash and cash equivalents,   
beginning of period
  20,735,528
  13,574,948
Cash and cash equivalents, end of period
$  7,339,811
$  6,745,638
Cash paid for:  
Interest 
$     983,125
$     644,493
See notes to condensed consolidated financial statements.

Notes to Condensed Consolidated Financial Statements (unaudited)

	Note AInterim Period Reporting

In the opinion of management, the accompanying unaudited condensed consolidated financial statements of Empire State Building Associates L.L.C. (the "Registrant") reflect all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of Registrant as of March 31, 2006 and its results of operations and cash flows for the three months ended March 31, 2006 and 2005.  The condensed consolidated financial statements include the accounts of the Registrant and its wholly-owned limited liability company, Empire State Land Associates L.L.C.  All intercompany accounts and transactions have been eliminated in consolidation. Information included in the condensed balance sheet as of December 31, 2005 has been derived from the audited balance sheet included in Registrant's Form 10-K for the year ended December 31, 2005 (the "10-K") previously filed with the Securities and Exchange Commission (the "SEC").  Pursuant to rules and regulations of the SEC, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted from these consolidated financial statements unless significant changes have taken place since the end of the most recent fiscal year.  Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto and the other information contained in the 10-K.  The consolidated results of operations for the three months ended March 31, 2006 are not necessarily indicative of the results to be expected for the full year.

Note B Organization

Registrant was originally organized as a general partnership on July 11, 1961. On October 1, 2001, Registrant converted from a general partnership to a limited liability company under New York law and is now known as Empire State Building Associates L.L.C. The conversion did not change any aspect of the assets and operations of Registrant other than to protect its participants from liability to a third party.

Registrant's members are Peter L. Malkin, Anthony E. Malkin and Thomas N. Keltner, Jr. (collectively, the "Agents"), each of whom also acts as an agent for holders of participations in his respective member interest in Registrant (the "Participants"). 

Note C Purchase of Fee Title to The Empire State Building and Land Thereunder, Mortgage Debt, and related Depreciation and Amortization

Through April 16, 2002, Registrant owned the tenant's interest in a master operating leasehold (the "Master Lease") of the Empire State Building (the "Building"), located at 350 Fifth Avenue, New York, New York. On April 17, 2002, Registrant acquired, through a wholly-owned limited liability company (Empire State Land Associates L.L.C.), the fee title to the Building, and the land thereunder (the "Land") (together, the "Real Estate"), at a price of $57,500,000, and obtained a $60,500,000 first mortgage with North Fork Bank (the "Mortgage") to finance the acquisition and certain related costs. 

The Real Estate was originally carried in the financial statements at a total cost of $60,484,389, consisting of $57,500,000 for the purchase price paid to the seller, $752,022 for acquisition costs, and $2,232,367 representing the unamortized balance of the cost of the Master Lease on the date the Real Estate was acquired. The cost of the Land is estimated to be 35.63% of the total cost of the Real Estate, and the Building, 64.37%. Under the terms of the contract of sale, the deed contains language to avoid the merger of the fee estate and the leasehold, although on a consolidated financial statement basis the Registrant incurred no leasehold rent expense after acquiring the Real Estate.

The Mortgage matures on May 1, 2012. Monthly payments under the mortgage are interest only at a fixed annual rate of 6.5% through maturity. Payments commenced on June 1, 2002, except that short-term interest from the closing until April 30, 2002 was due on May 1, 2002. The mortgage may be prepaid at any time after 24 months with the payment of a premium equal to the greater of (a) 1% of the amount prepaid and (b) an amount calculated pursuant to a prepayment formula designed to preserve the bank's yield to maturity. The Mortgage loan is secured by a lien on the Real Estate and Registrant's leasehold estate under the Master Lease of the Real Estate.

Cash at March 31, 2006 includes a money market account held at North Fork Bank pursuant to the terms of the Mortgage, to be used monthly to satisfy a portion ($166,167) of Registrant's mortgage interest obligation. On March 28, 2006, Registrant deposited an additional $2,000,000 into this restricted account under the same conditions and will continue to do so annually hereafter.

The Building is being depreciated on a straight-line basis using an estimated life of 39 years from April 17, 2002. Mortgage financing costs, totaling $1,796,287, are being amortized ratably over the life of the Mortgage. 

	Note D Sublease

Registrant does not operate the Building.  It subleases the Building to Empire State Building Company L.L.C. ("Sublessee") pursuant to a net operating sublease (the "Sublease") which expires on January 4, 2013 and contains three 21-year renewal options.

Sublessee is required to pay annual basic rent ("Basic Rent") of $6,018,750 from January 1, 1992 through January 4, 2013 and $5,895,625 from January 5, 2013 through the expiration of all renewal terms. Sublessee is also required to pay Registrant overage rent of 50% of Sublessee's net operating profit, as defined in the sublease, in excess of $1,000,000 for each lease year ending December 31 ("Overage Rent").

Overage Rent and other accumulated interest and dividend income are distributed annually after payment of any additional payments for supervisory services to Supervisor (as described in Note E below) and reserves for other expenses management judges to be suitable under the circumstances.  For 2005, Sublessee reported net operating profit of $33,649,958; therefore, there was Overage Rent earned of $16,324,979 for the year ended December 31, 2005.  Registrant incurred $867,791 as an additional payment for supervisory services. (See Note E).

Sublessee is a New York limited liability company in which Peter L. Malkin is a member, and entities for Peter L. Malkin's family members are among the beneficial owners.

	Note E Supervisory Services

Registrant pays Supervisor for supervisory services and disbursements. The supervisory fees are $159,417 per annum (the "Basic Payment") plus an additional payment of 6% of additional rent income received by the Registrant. For tax purposes, such payment is recognized as a profits interest and the Supervisor is treated as a partner, all without modifying each Participant's distributive share of reportable income. 

The supervisory services provided to Registrant by Supervisor include, but are not limited to, providing or coordinating counsel services to Registrant, maintaining all of its entity and Participant records, performing physical inspections of the Building, reviewing insurance coverage, conducting annual supervisory review meetings, receipt of monthly rent from Sublessee, 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 Sublessee and financial statements audited by and tax information prepared by Registrant's independent registered public accounting firm, and distribution of such materials to the Participants.  Supervisor also prepares quarterly, annual and other periodic filings with the Securities and Exchange Commission and applicable state authorities. 

Registrant pays Supervisor for other services at hourly rates.

Pursuant to the fee arrangements described herein, Registrant paid Supervisor $39,854 of the Basic Payment for supervisory services for the three-month period ended March 31, 2006. No remuneration was paid during the three-month period ended March 31, 2006 by Registrant to any of the Members as such.

Reference is made to Note D above for a description of the terms of the Sublease between Registrant and Sublessee.  The respective interests of the Members in Registrant and in Sublessee arise solely from ownership of their respective Participations in Registrant and, in the case of Peter L. Malkin, his family entities' ownership of member interests in Sublessee.  The Members receive no extra or special benefit not shared on a pro rata basis with all other Participants in Registrant or members in Sublessee.  However, all of the Members hold senior positions at Supervisor (which supervises Registrant and Sublessee) and, by reason of their position at Supervisor, may receive income attributable to supervisory or other remuneration paid to Supervisor by Registrant and Sublessee.

 

	

Item 2.	Management's Discussion and Analysis of

Financial Condition and Results of Operations

Forward Looking Statements

Readers of this discussion are advised that it should be read in conjunction with the condensed consolidated financial statements of Registrant (including related notes thereto) appearing elsewhere in this Form 10-Q. Certain statements in this discussion may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect Registrant's current expectations regarding future results of operations, economic performance, financial condition and achievements of Registrant, and do not relate strictly to historical or current facts. Registrant has tried, wherever possible, to identify these forward-looking statements by using words such as "believe," "expect," "anticipate," "intend," "plan," "estimate" or words of similar meaning.

Although Registrant believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties, which may cause the actual results to differ materially from those projected. Such factors include, but are not limited to, the following: general economic and business conditions, which will, among other things, affect demand for rental space, the availability of prospective tenants, lease rents and the availability of financing; adverse changes in Registrant's real estate market, including, among other things, competition with other real estate owners, risks of real estate development and acquisitions; governmental actions and initiatives; and environmental/safety requirements.

Financial Condition and Results of Operations

At the time of its organization, Registrant acquired the Master Lease of the Property subject to the Sublease.  Basic Rent received by Registrant was used to pay annual rent due under the Master Lease and the Basic Payment and a portion of the Additional Payment for supervisory services; the balance of such Basic Rent was distributed to the Participants.  Currently, Basic Rent received by Registrant is used to pay the Basic Payment, a portion of the Additional Payment for supervisory services, and a portion of debt service on the new mortgage; the balance of such Basic Rent is distributed to the Participants.  Overage Rent and any interest and dividends accumulated thereon are distributed to the Participants after the Additional Payment is made to Supervisor.  See Note E to the condensed consolidated financial statements herein.  Pursuant to the Sublease, Sublessee has assumed responsibility for the condition, operation, repair, maintenance and management of the Property.  Registrant is not required to maintain liquid assets to defray any operating expenses of the Property.

Registrant does not pay dividends.  During the three-month period ended March 31, 2006,  Registrant made regular monthly distributions of $98.21 for each $10,000 participation ($1,178.52 per annum for each $10,000 participation).  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 on the ability of Sublessee to make payments of Basic Rent and Overage Rent to Registrant in accordance with the terms of the Sublease.  Registrant expects to make distributions in the future so long as it receives the payments provided for under the Sublease.  

On March 3, 2006, Registrant made an additional distribution of $4,120 for each $10,000 participation. Such distribution represented the balance of Overage Rent paid by Sublessee in accordance with the terms of the Sublease after deducting the Additional Payment to Supervisor and annual New York State Limited Liability Company filing fees.  See Notes D and E to the condensed financial statements herein.

Registrant's results of operations are affected primarily by the amount of rent payable to it under the Sublease.  The amount of Overage Rent payable to Registrant is affected by the New York City economy and real estate rental and tourist attraction markets.  It is difficult for management to forecast these markets.  The following summarizes, with respect to the current period and the corresponding period of the previous year, the material factors regarding Registrant's results of operations for such periods:

Total income increased for the three-month period ended March 31, 2006 as compared with the three-month period ended March 31, 2005.  The increase was the result of an increase in dividend and interest income during the current period as compared with the three-month period ended March 31, 2005. 

Total expenses decreased for the three-month period ended March 31, 2006, as compared with the three-month period ended March 31, 2005. Such decrease is the result of a decrease in miscellaneous expense during the three-month period ended March 31, 2006, as compared with the three-month period ended March 31, 2005. 

Liquidity and Capital Resources

Registrant's liquidity has not significantly changed for the three-month period ended March 31, 2006, as compared with the three-month period ended March 31, 2005. Registrant may from time to time set cash aside for contingent liabilities.

No amortization payments are due under the Mortgage to reduce the outstanding principal balance prior to maturity. Furthermore, Registrant does not maintain any reserve to cover the principal payment of such Mortgage indebtedness at maturity.  Therefore, repayment of the Mortgage will depend on Registrant's ability to arrange a refinancing.  If the Real Estate continues to generate an annual net profit in future years comparable to that in past years, and if current real estate trends continue in the geographic area in which the Real Estate is located, Registrant anticipates that the value of the Real Estate would be sufficient to cover the Mortgage balance at maturity. 

Registrant anticipates that funds for working capital for the Real Estate will be provided from rental payments received by Sublessee, which entity in turn is required to make payments of Basic Rent and Overage Rent under the Sublease and, to the extent necessary, from additional capital investment by the members of the Sublessee and/or external financing. Registrant has no requirement to maintain substantial reserves to defray any operating expenses of the Real Estate. 

Sublessee is to maintain the Building as a high-class office building as required by the terms of the Sublease.  

Based on Sublessee's review of the need for upgrades and improvements to the property, it is projected by Sublessee that improvement costs of approximately $22,887,570 will be incurred in 2006.

The Sublessee anticipates that the costs of improvements to be incurred will reduce Overage Rent during the year 2006 but should have no effect on the payment of Basic Rent.

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, 2005.

Security Ownership

As of March 31, 2006, the Members owned of record and beneficially an aggregate of $28,333 of participations in Registrant, representing less than 1% of the currently outstanding participations therein totaling $33,000,000.

In addition, as of March 31, 2006 certain of the Members held additional Participations as follows:

Entities for the benefit of members of Peter L. Malkin's family owned of record and beneficially $607,916 of Participations. Peter L. Malkin disclaims any beneficial ownership of such Participations, except that related trusts are required to complete scheduled payments to Peter L. Malkin.

Peter L. Malkin owned of record as trustee or co-trustee, but not beneficially, $516,667 of Participations.  Peter L. Malkin disclaims any beneficial ownership of such Participations.

Anthony E. Malkin owned of record as trustee or co-trustee, but not beneficially, $35,833 of Participations.  Anthony E. Malkin disclaims any beneficial ownership of such Participations.

Item 4. 	Controls and Procedures.

Evaluation of disclosure controls and procedures. The person(s) who functions in the capacity of Registrant's chief executive officer and Registrant's chief financial officer, after evaluating the effectiveness of Registrant's "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of March 31, 2006, the end of the period covered by this report, have concluded that Registrant's disclosure controls and procedures were effective and designed to ensure that material information relating to Registrant would be made known to them by others within those entities on a timely basis. 

Changes in internal controls over financial reporting. There were no changes in Registrant's internal controls over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to affect, the Registrant's internal controls over financial reporting.

 

PART II.  OTHER INFORMATION

Item 1.	Legal Proceedings.

The Property of Registrant is the subject of the following pending litigation: 
****
Wien & Malkin LLP and Peter L. Malkin, a member of Sublessee, have been engaged in a proceeding with Helmsley-Spear, Inc. commenced in 1997, concerning the management, leasing and supervision of Sublessee's property in which Wien & Malkin and Mr. Malkin have sought an order removing Helmsley-Spear.  In this connection, certain costs for legal and professional fees and other expenses have been paid and incurred by Wien & Malkin and Mr. Malkin, and additional costs are expected to be incurred.  Wien & Malkin and Mr. Malkin have represented that such costs will be recovered only to the extent that (a) a competent tribunal authorizes payment or (b) an investor voluntarily agrees that his or her proportionate share be paid.  Accordingly, Registrant's allocable share of such costs is as yet undetermined, and Registrant has not provided for the expense and related liability with respect to such costs in these consolidated financial statements.

The original action was commenced in June 1997 and was referred to arbitration.  The March 30, 2001 decision of the Arbitrators, which was confirmed by the court, (i) reaffirmed the right of the investors in Sublessee to vote to terminate Helmsley-Spear without cause, (ii) dismissed Helmsley-Spear's claims against Wien & Malkin and Peter L. Malkin, and (iii) rejected the termination of Helmsley-Spear for cause.  The parts of the decision under appeal were initially affirmed by the Appellate Division, and the New York Court of Appeals declined to review such ruling.  On October 6, 2003, the United States Supreme Court granted Wien & Malkin's petition, vacated the judgment of the Appellate Division, and remanded the case to the New York court for further consideration of the issues raised by Wien & Malkin's appeal. 

On October 14, 2004, the Appellate Division issued a unanimous decision reversing the Arbitrators. The Appellate Division decided (i) that there was a covert assignment without Sublessee's knowledge or consent and (ii) that the corporation controlled by Irving Schneider and now named "Helmsley-Spear," which has represented itself to be Sublessee's managing agent since September 1997, in fact never received a valid assignment to become Sublessee's managing agent. Sublessee's previously authorized managing agent, the original corporation named "Helmsley-Spear," was owned by Harry B. Helmsley and is no longer active. On May 10, 2005, Helmsley-Spear was granted leave to appeal the Appellate Division's decision, and on February 21, 2006 the Court of Appeals reversed the decision of the Arbitrators, including items (i), (ii), and (iii) in the preceding paragraph. Wien & Malkin and Peter L. Malkin are reviewing possible appeal of this ruling.

In January 1998, Irving Schneider, who is one of the controlling principals of Helmsley-Spear and has no record or beneficial interest in Sublessee, brought litigation against Sublessee's supervisor, Wien & Malkin, and member, Peter L. Malkin, claiming misconduct and seeking damages and disqualification from performing services for Sublessee.  In March 2002, the court dismissed Mr. Schneider's claims.  Although Mr. Schneider thereafter appealed the dismissal, the claim has now been withdrawn and is no longer pending.

 

Item 6.	Exhibits 

The exhibits hereto are being incorporated by reference.

 

 

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 Members in Registrant, pursuant to Powers of Attorney, dated October 13, 2003 (collectively, the "Power").  

 

 

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(Registrant)

 

 

By:  	/s/ Mark Labell

	Mark Labell, Attorney-in-Fact*

 

Date: July 20, 2006

 

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 Members in Registrant, pursuant to the Power, on behalf of Registrant on the date indicated.  

 

 

By:	/s/ Mark Labell

	Mark Labell, Attorney-in-Fact*

 

Date: July 20, 2006

 

 

 

 

 

 

*   Mr. Labell supervises accounting functions for Registrant.

EXHIBIT INDEX

Number
Document
Page*
3(a)
Attached hereto as Exhibit 3(c) is Registrant's Consent and Operating Agreement dated as of September 30, 2001 as a Limited Liability Company, which incorporates by reference the Registrant's prior 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 and, itself incorporated by reference as an exhibit hereto.
3(b)
Amended Business Certificate of Registrant filed with the Clerk of New York County on August 19, 1996 reflecting a change in the Partners of Registrant which was filed as Exhibit 3(b) to Registrant's Annual Report on 10-K for the fiscal year ended December 31, 1996 and is incorporated by reference as an exhibit hereto.
3(c)
Registrant's Consent and Operating Agreement dated as of September 30, 2001
3(d)
Certificate of Conversion of Registrant to a limited liability company dated October 1, 2001 filed with the New York Secretary of State on October 3, 2001.
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.
 

 

 

Number
EXHIBIT INDEX

(cont.)

 

Document
 

 

 

Page*
13(a)
Letter to Participants dated May 31, 2006 and supplementary financial reports for the fiscal year ended December 31, 2005.  The foregoing material shall not be deemed "filed" with the Commission or otherwise subject to the liabilities of Section 18 of the Securities Exchange Act of 1934
24
Powers of Attorney dated October 13, 2003  between the Partners of Registrant and Mark Labell which is filed as Exhibit 24 to Registrant's 10-Q for the quarter ended September 30, 2003 and is incorporated herein by reference.
31.1
Certification of Mark Labell, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Mark Labell, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Mark Labell, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Mark Labell, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
___________________________________________________________

*	Page references are based on sequential numbering system.
** 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 31.1

CERTIFICATIONS**
 

I, Mark Labell, certify that:

I have reviewed this quarterly report on Form 10-Q of Empire State Building Associates L.L.C.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: July 20, 2006

 

	By /s/ Mark Labell 
Name: Mark Labell 

	Title: Member of Wien & Malkin LLP, Supervisor of Empire State Building Associates L.L.C.		

 
**Exhibit 31.2

CERTIFICATIONS**
I, Mark Labell, certify that:

I have reviewed this quarterly report on Form 10-Q of Empire State Building Associates L.L.C.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

 

 

Date: July 20, 2006

 

	By /s/ Mark Labell 
	Name: Mark Labell  

Title: Senior Member of Financial/Accounting Staff of Wien &  Malkin LLP, Supervisor of Empire State  Building Associates L.L.C.	
****
 
**Exhibit 32.1

Empire State Building Associates L.L.C.

Certification Pursuant to 18 U.S.C., Section 1350 as adopted

Pursuant to Section 906

of Sarbanes - Oxley Act of 2002

The undersigned, Mark Labell, is signing this Chief Executive Officer certification as a member of Wien & Malkin LLP, the supervisor * of Empire State Building Associates L.L.C.("Registrant") to certify that:

the Quarterly Report on Form 10-Q of Registrant for the period ended March 31, 2006 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934(15 U.S.C.78m or 78o(d)); and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Registrant.

Dated: July 20, 2006

By /s/ Mark Labell

Mark Labell  

Wien & Malkin LLP, Supervisor 

 

 

 

*Registrant's organizational documents do not provide for a Chief Executive Officer or other officer with equivalent rights and duties.  As described in the Report, Registrant is a limited liability company which is supervised by Wien & Malkin LLP.  Accordingly, this Chief Executive Officer certification is being signed by a member of Registrant's supervisor.  
**Exhibit 32.2

Empire State Building Associates L.L.C.

Certification Pursuant to 18 U.S.C., Section 1350 as adopted

Pursuant to Section 906

of Sarbanes - Oxley Act of 2002

The undersigned, Mark Labell, is signing this Chief Financial Officer certification as a senior member of the financial/accounting staff of Wien & Malkin LLP, the supervisor* of Empire State Building Associates L.L.C.("Registrant"), to certify that:

the Quarterly Report on Form 10-Q of Registrant for the period ended March 31, 2006 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934(15 U.S.C.78m or 78o(d)); and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Registrant.

Dated: July 20, 2006

By /s/ Mark Labell 	

Mark Labell 

Wien & Malkin LLP, Supervisor

 

 

 

 

*Registrant's organizational documents do not provide for a Chief Financial Officer or other officer with equivalent rights and duties.  As described in the Report, Registrant is a limited liability company which is supervised by Wien & Malkin LLP.  Accordingly, this Chief Financial Officer certification is being signed by a senior member of the financial/accounting staff of Registrant's supervisor.****