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, 2003

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 [   ].

 

An Exhibit Index is located on Page 14 of this Report.

Number of pages (including exhibits) in this filing: 14

 

					PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

Empire State Building Associates L.L.C.

Condensed Consolidated Statements of Income

(Unaudited)

For the Three Months

Ended March 31,

	2003	2002

Income:

	Rent income, from a related 

		party (Note C)	$1,504,687	$1,504,687

	Dividend income	    37,013	    99,407

  Interest income                                530               -0-

Miscellaneous income                            60               -0-
					----------	----------

		Total income	 1,542,290	 1,604,094

					----------	----------

Expenses:

Leasehold rent (Note C)	       -0-	   492,500

Interest on mortgage (Note B)              983,125              -0-

Supervisory services, to a

  related party (Note D)	    39,854	    39,854

Depreciation of building (Note B)          249,566              -0-

Amortization of financing costs (Note B)    44,907              -0-

Amortization of leasehold (Note B)	       -0-	    52,117

Special fees, including amounts

  to a related party (Note E)                5,262           38,199

Miscellaneous                                  102               -0-

					----------	----------

		Total expenses	 1,322,816	   622,670

					----------	----------

Net income		$  219,474	$  981,424

					==========	==========

Earnings per $10,000 participation

	unit, based on 3,300 

	participation units 

	outstanding during the period	$    66.51	$   297.40

					==========	==========

Distributions per $10,000

	participation consisted 

	of the following:

	Income			$    66.51	$   297.40

	Return of capital	  3,639.98	  6,997.25

					----------	----------

		Total distributions	$ 3,706.49	$ 7,294.65

					==========	==========

   At March 31, 2003 and 2002, there were $33,000,000 of participations outstanding.

See notes to condensed consolidated financial statements.

Empire State Building Associates L.L.C.

Condensed Consolidated Balance Sheets

(Unaudited)

Assets							 March 31, 2003   December 31, 2002

Current assets :

  Cash								$  360,576	$   358,637

  Restricted cash re: mortgage

    interest (Note C)                           409,777         883,620

  Fidelity U.S. Treasury Income Portfolio	 6,584,843	 16,358,165

  Additional rent due from Empire State 

    Building Company LLC, a related party 		  -0-	  1,476,008

  Other                                           3,750             -0- 

									----------	-----------

		Total current assets			 7,358,946	 19,076,430

                                             ----------     -----------

Mortgage financing costs                      1,796,287       1,796,287

 Less, accumulated amortization                 172,144         127,237

                                             ----------     ----------- 

                                              1,624,143       1,669,050  

	                                        ----------     -----------

Real Estate (Note B)

 Land                                        21,550,588      21,550,588

                                            -----------     -----------

 Building                                    38,933,801      38,933,801 

  Less, accumulated depreciation                957,772         708,206

                                            -----------      -----------

                                             37,976,029      38,225,595

                                            -----------     ----------- 

     	Total assets				    $68,509,706	$80,521,663

									==========	===========

Liabilities and Members' Equity

Current liabilities:

 Accrued supervisory services, 

    to a related party				    $   718,669	$  718,669

  Accrued interest payable (Note B)             338,632        338,632

									----------	----------

		Total current liabilities		 1,057,301	 1,057,301

									----------	----------

Long term debt (Note B)                      60,500,000     60,500,000

                                             ----------     ----------

          Total liabilities                  61,557,301     61,557,301

                                             ----------     ----------

Members' equity:

  Members' equity January 1,				18,964,362	30,556,397

  Add, Net income:

   January 1, 2003 through March 31, 2003	   219,474	       -0-

   January 1, 2002 through December 31, 2002	       -0-	15,397,298

									----------	----------

									19,183,836	45,953,695

 

Empire State Building Associates L.L.C.

Condensed Consolidated Balance Sheets

(Unaudited)

(CONTINUED)

                                        March 31, 2003   December 31, 2002

Less, Distributions:

Monthly distributions,

   January 1, 2003 through March 31, 2003	$  972,333	 $     -0-

   January 1, 2002 through December 31, 2002	       -0-	 3,889,333

Additional distribution on 

 March 5, 2003 					     11,259,098            -0-

Additional distribution on

  March 6, 2002 						       -0-	23,100,000

									----------	----------

									12,231,431	26,989,333

									----------	----------

Members' equity:

  March 31, 2003						 6,952,405	       -0-

  December 31, 2002						       -0-	18,964,362

									----------	----------

	Total liabilities and members'

      equity

 	  March 31, 2003				    $68,509,706

	  December 31, 2002					==========    $80,521,663

	==========

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to condensed consolidated financial statements.

Empire State Building Associates L.L.C.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

							 January 1, 2003	 January 1, 2002

								through			through

						  March 31, 2003	  March 31, 2002

Cash flows from operating activities:

Net income						$  219,474	   $    981,424

Adjustments to reconcile net income 

  to net cash provided by (used in)

  operating activities:

Depreciation of building                   249,566                 -0-

Amortization of financing costs             44,907                 -0-

Amortization of leasehold			       -0-		    52,117

Change in additional rent due

  from sublessee		                1,476,008		    72,502

Change in other                             (3,750)                -0-

Change in accrued supervisory services         -0-	     (1,474,468)

Change in accrued fees                         -0-            (316,803)

							     ----------		----------

	Net cash provided by (used in)

       operating activities			 1,986,205		  (685,228)

								----------		----------

Cash flows from investing activities:

 Deferred charges                               -0-          (1,302,500)

                                        ----------          ----------

     Net cash used in investing

       activities                               -0-          (1,302,500)

                                        ----------          ----------

Cash flows from financing activities:

	Cash distributions		     	    (12,231,431)	    (24,072,333)

								----------		----------

	Net cash used in financing 

	  activities 				    (12,231,431)	    (24,072,333)

								----------		----------

	Net decrease in cash and 

       cash equivalents			    (10,245,226)	    (26,060,061)

Cash and cash equivalents 

  beginning of period				17,600,422		29,848,116								----------		----------

Cash and cash equivalents 

  end of period					$7,355,196		$3,788,055

								==========		==========

 

See notes to condensed consolidated financial statements.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Note A - Organization and Basis of Presentation

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of Registrant as of March 31, 2003, its results of operations for the three months ended March 31, 2003 and 2002  and cash flows for the three months ended March 31, 2003 and 2002 and its changes in members' equity for the three months ended March 31, 2003.  Information included in the condensed balance sheet as of December 31, 2002 has been derived from the audited balance sheet included in Registrant's Form 10-K for the year ended December 31, 2002 (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 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, 2003 are not necessarily indicative of the results to be expected for the full year.

            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 does not change any aspect of the assets and operations of Registrant other than to protect its participants from any future 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 B- 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") on 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 is 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.

            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 C Interim Period Reporting

            The condensed consolidated financial statements include the accounts of Empire State Building Associates L.L.C. and, effective April 17, 2002, its wholly-owned limited liability company, Empire State Land Associates L.L.C.  All intercompany accounts and transactions have been eliminated in consolidation.

	The initial term of the Master Lease expired on January 5, 1992.  On January 30, 1989, Registrant exercised its first of four 21-year renewal options contained in the Master Lease and extended the Master Lease through January 5, 2013.  The annual rent payable under the Master Lease was $1,970,000 through January 5, 2013 and $1,723,750 annually during the term of each renewal period thereafter.

            Prior to the acquisition of the Real Estate in April 2002, the value of the Master Lease was stated at cost and amortized using the straight-line method over its lease term. Since the unamortized cost of the Master Lease is included as part of the cost of the Real Estate as of April 17, 2002, no amortization has been taken since that date.

	Cash at March 31, 2003 includes a money market account held at North Fork Bank pursuant to the terms of the Mortgage, to be used monthly through April 2003 to satisfy a portion ($166,167) of Registrant's mortgage interest obligation. On April 3, 2003, Registrant deposited an additional $2,000,000 into this restricted account under the same conditions and will continue to do so annually thereafter.

           Registrant does not operate the Property.  It subleases the Property to Empire State Building Company L.L.C. ("Sublessee") pursuant to a net operating sublease (the "Sublease") with a term and renewal options essentially coextensive with those contained in the Master Lease. On January 30, 1989, Sublessee elected to renew the Sublease for a term commencing January 4, 1992 to January 4, 2013.   

	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 D  below) and reserves for other expenses management judges to be suitable under the circumstances.  For 2002, Sublessee reported net operating profit of $29,952,016; therefore, there was Overage Rent earned of $14,476,008 for the year ended December 31, 2002.  Registrant incurred $718,666 as an additional payment for supervisory services. (See Note D).

	Sublessee is a New York limited liability company in which Peter L. Malkin is a member, and pass- through entities created by Peter L. Malkin for family members are among the beneficial owners.

Note D - 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 all distributions to Participants in any year in excess of the amount representing a return of 9% per annum on their remaining original cash investment in any year ("Additional Payment").  At March 31, 2003,  such remaining cash investment was $33,000,000, representing the original cash investment of the Participants in Registrant.

		

           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 certified public accountant, 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, 2003. No remuneration was paid during the three month period ended March 31, 2003  by Registrant to any of the Members as such.

            Reference is made to Note C of this Item 1 ("Note C") 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 for services rendered to Registrant and Sublessee.

	As of March 31, 2003, 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, 2003 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 $582,916 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, $252,500 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.

 

 

Note E    Special Fees 

                        During the three months ended March 31, 2003 fees of $5,112 were paid to Wien & Malkin LLP for expenses in connection with the consent solicitation program regarding the acquisition of the Real Estate in 2002.  

 

Item 2.	Management's Discussion and Analysis of

Financial Condition and Results of Operations

 

Forward Looking Statements  

		            Readers of this discussion are advised that the discussion 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.

                       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 and 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 C of Item 1 above.  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, 2003 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.  See Note C.

		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 market.  

		Total income decreased for the three month period ended March 31, 2003 as compared with the three month period ended March 31, 2002.  The decrease was the  result of a net decrease in dividend and other income during the current period as compared with the three month period ended March 31, 2002. 

                       Total expenses increased for the three month period ended March 31, 2003 as compared with the three month period ended March 31, 2002. Such increase is the net result of the incurrence of mortgage interest expense, the depreciation of the building, amortization of mortgage financing costs and a decrease in rent expense, leasehold amortization and special fees during the three month period ended March 31, 2003, as compared with the three month period ended March 31, 2002. 

	

		

Liquidity and Capital Resources

		Registrant's liquidity has increased significantly for the three month period ended March 31, 2003, as compared with the three month period ended March 31, 2002 as a result of an increase in reserves for contingencies. Registrant may from time to time establish a reserve for contingent or unforeseen 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.  Assuming that the Property continues to generate an annual net profit in future years comparable to that in past years, Registrant anticipates that the value of the Master Lease and Property would be well in excess of the amount of the Mortgage balance at maturity. 

		Registrant anticipates that funds for working capital will be generated by operations of the Building 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. 

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 $8,000,000 will be incurred in 2003.

The Sublessee anticipates that the costs of improvements to be incurred will reduce Overage Rent during the year 2003 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, 2002.

Item 4. Evaluation of Disclosure Controls and Internal Control Procedures.
- Evaluation of disclosure controls and procedures. Our chief executive officer and our chief financial officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of a date (the "Evaluation Date") within 90 days before the filing date of this quarterly report, have concluded that as of the Evaluation Date, our disclosure controls and procedures were adequate and designed to ensure that material information relating to Registrant, including its consolidated subsidiary would be made known to them by others within those entities. 
- Changes in internal controls. There were no significant changes in our internal controls or, to our knowledge, in other factors that could significantly affect our internal controls and procedures subsequent to the Evaluation Date.

 

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, against Helmsley-Spear, Inc. and Leona Helmsley concerning various partnerships which own, lease or operate buildings managed by Helmsley-Spear, Inc., including Registrant's property.  In their complaint, plaintiffs sought the removal of Helmsley-Spear, Inc. as managing and leasing agent for all of the buildings.  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 claims proceed to arbitration.  As a result, Mr. Malkin and Wien & Malkin LLP filed an arbitration complaint against Helmsley-Spear, Inc. and Mrs. Helmsley before the American Arbitration Association.  Helmsley-Spear, Inc. and Mrs. Helmsley served answers denying liability and asserting various affirmative defenses and counterclaims; and Mr. Malkin and Wien & Malkin LLP filed a reply denying the counterclaims.  By agreement dated December 16, 1997, Mr. Malkin and Wien & Malkin LLP (each for their own account and not in any representative capacity) reached a settlement with Mrs. Helmsley of the claims and counterclaims in the arbitration and litigation between them.  Mr. Malkin and Wien & Malkin LLP then continued their prosecution of claims in the arbitration for relief against Helmsley-Spear, Inc., including its termination as the leasing and managing agent for various entities and properties, including the Registrant's Lessee. The arbitration hearings were concluded in June 2000, and the arbitrators issued their decision on March 30, 2001, ordering that the termination of Helmsley-Spear, Inc. would require a new vote by the partners in the Lessee, setting forth procedures for such a vote, and denying the other claims of all parties. Following the decision, Helmsley-Spear, Inc. applied to the court for confirmation of the decision, and Mr. Malkin and Wien & Malkin LLP applied to the court for an order setting aside that part of the decision regarding the procedure for partnership voting to terminate Helmsley-Spear, Inc. and various other parts of the decision on legal grounds. The court granted the motion to confirm the arbitrators' decision and denied the application to set aside part of the arbitrators' decision. The parts of the decision under appeal were affirmed by a ruling of the Appellate Division. The New York Court of Appeals declined to review such ruling, and further application for review is under consideration.

		On November 29, 2001, an action entitled Irving Schneider v. Peter L. Malkin et al. Was brought in New York State Supreme Court by the holder of a $10,000 original participation in Registrant (representing 1/3300th of the interests in Registrant) against Registrants' Agents, claiming that the Agents had violated contractual and fiduciary duties and that the consent of the Participants to Registrants' program for acquisition and financing of the fee title to the Empire State Building pursuant to the September 14, 2001 Solicitation was ineffective. On February 28, 2002, the Court granted an order dismissing all of Mr. Schneider's claims. Mr. Schneider filed on March 8, 2002 a notice of appeal of the order dismissing his claims. The time for Mr. Schneider to perfect his appeal of the court's dismissal has expired, and the dismissal is now final.

           In April 2002, Leona M. Helmsley, who is a 63.75% member in Sublessee, brought litigation against Sublessee's supervisor, Wien & Malkin LLP, and member, Peter L. Malkin, claiming misconduct and seeking damages and disqualification from performing services for Sublessee. In December 2002 this litigation was dismissed.

	

Item 6.	Exhibits and Reports on Form 8-K
- See exhibit index.

 

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 Partners in Registrant, pursuant to Powers of Attorney, dated August 6, 1996 and May 14, 1999 (collectively, the "Power").  

 

 

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(Registrant)

 

 

By:  /s/ Stanley Katzman

	Stanley Katzman, Attorney-in-Fact*

 

Date: May 20, 2003

 

		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/ Stanley Katzman                  

	Stanley Katzman, Attorney-in-Fact*

 

Date: May 20, 2003

 

 

 

 

 

 

*   Mr. Katzman supervises accounting functions for Registrant.

 

 

 

 
**CERTIFICATIONS

 

I, Stanley Katzman, 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 quarterly 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 quarterly report;

Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;

(4)     The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within the Registrant particularly during the period in which this quarterly report is being prepared;
evaluated the effectiveness of the registrant's disclosure   controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

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

(a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

(6)	The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 20, 2003				

 

				               By /s/ Stanley Katzman							               Name:     Stanley Katzman

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

 
**CERTIFICATIONS**
 

 

I, Stanley Katzman, certify that:
- I have reviewed this quarterly report on Form 10-Q of Empire State Building Associates L.L.C.;

2.	Based on my knowledge, this quarterly 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 quarterly report;

3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;

4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within the Registrant particularly during the period in which this quarterly report is being prepared;

b.	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c.	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

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

6.	The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 20, 2003				

 

				               By /s/ Stanley Katzman 	                                                            
Name:  Stanley Katzman                              Title: Senior Member of                                                                         Financial/Accounting Staff of Wien &  Malkin LLP, Supervisor of Empire State  Building Associates L.L.C.					****
 

 

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.

 

                       13(a)                 Letter to Participants dated April 15, 2003 and supplementary financial reports for the fiscal year ended December 31, 2002.  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. 

 

 

 

EXHIBIT INDEX

(cont.)

 

Number				Document					Page*

 

 

24  		Powers of Attorney dated August 6, 1996 and May 14, 1999 between the Partners of Registrant and Stanley Katzman and Richard A. Shapiro which was filed as Exhibit 24 to Registrant's 10-Q for the quarter ended June 30, 1999 and is incorporated herein by reference.  

 

        99 (1)             Chief Executive Officer Certification  pursuant to Section 906 of the

                               Sarbanes-Oxley Act of 2002

        99 (2)              Chief Financial Officer Certification  pursuant to Section 906 of the

                                Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

 

__________________________

*	Page references are based on sequential numbering system.
**Exhibit 99(1)

Empire State Building Associates L.L.C.

Chief Executive Officer Certification

Pursuant to Section 906

of Sarbanes - Oxley Act of 2002

	The undersigned, Stanley Katzman, 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 quarterly period ended March 31, 2003(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: May 20, 2003

By /s/ Stanley Katzman	

Stanley Katzman 

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 99(2)

Empire State Building Associates L.L.C.

Chief Financial Officer Certification

Pursuant to Section 906

of Sarbanes - Oxley Act of 2002

	The undersigned, Stanley Katzman, 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:

(1)		the Quarterly Report on Form 10-Q of Registrant for the quarterly period ended March 31, 2003(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

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

Dated: May 20, 2003

By /s/ Stanley Katzman	

Stanley Katzman

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.  

 

 

 

 

 

 

 

 

 

 

 ******