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 March 31, 2004

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 L.L.C.

(Exact name of registrant as specified in its charter)

A New York Limited Liability Company 	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 

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

250 West 57th St. Associates L.L.C.

Condensed Statements of Income

(Unaudited)

	For the Three Months

		Ended March 31,

	2004	2003

Income:

Basic rent, from a related party (Note B)
$203,723
$179,449
Advance of primary overage rent from a related party (Note B)
188,000
188,000
Dividend income
104
-0-
Interest income
      6,898
      4,654
Total income
  398,725
  372,103

Expenses:

Interest on mortgage
200,236
172,095
Supervisory services, to a related party (Note C)
15,000
15,000
Depreciation of building improvements 
71,801
52,650 
Amortization of mortgage refinancing costs
25,687
25,687 
Miscellaneous 
     500
         325
Total expenses
313,224
  265,757
Net Income
$85,501
$106,346
Earnings per $5,000 participation unit, based on 720 participation units outstanding during the period
 

 

$118.75
 

 

$  147.70

Distributions per $5,000 participation unit

consisted of the following:

Income 
$     118.75
$  147.70
Return of Capital
   131.25
   102.30 
Total distributions
$  250.00
$  250.00 

At March 31, 2004 and 2003, there were $3,600,000 of participation units outstanding.

See notes to the condensed financial statements.

 

 

250 West 57th St. Associates L.L.C.

Condensed Balance Sheets

(Unaudited)

Assets
March 31, 2004
December 31, 2003
Current assets:

Cash and cash equivalents
 $3,453,155
$3,514,489
Rent receivable
-0-
23,257
Receivable from participants re: NYS       estimated tax
        7,795
              0
Total current assets
 3,460,950
 3,537,746   
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 and    equipment
11,969,818
11,319,669
Less: Accumulated depreciation
  1,203,262
     1,131,461 
10,766,556
 10,188,208
Building improvements in progress
     332,563 
      658,190
Total real estate
 13,216,554
  12,963,833
Other assets: 

Mortgage refinancing costs
517,770
517,770
Less: Accumulated amortization
   346,232
   320,545
Total other assets
   171,538
  197,225   
Total assets
$ 16,849,042
$16,698,804
 

250 West 57th St. Associates L.L.C.

Condensed Balance Sheets

(Unaudited)

(CONTINUED)

Liabilities and Members' Deficiency: 
March 31, 2004
December 31, 2003
Current liabilities:
Due to Fisk Building Associates L.L.C., a related party
$ 2,881,423
$ 2,636,327
Accrued interest on mortgage
       66,651
       64,894
Accounts payable
                 0
          2,116
Total current liabilities
2,948,074
2,703,337
Long-term liabilities 

First mortgage payable (Note B)
 15,500,000
 15,500,000
Total liabilities
 18,448,074
 18,203,337
Members' Deficiency:
March 31, 2004 
(1,599,032)
0
December 31, 2003
                  0
 (1,504,533)
Total liabilities and members' deficiency:

March 31, 2004
$16,849,042
December 31, 2003
$16,698,804
See notes to the condensed financial statements.

 

 

250 West 57th St. Associates L.L.C.

Statements of Members' Deficiency

(Unaudited)

For the Three

Months Ended

March 31, 2004      3
For the Year

Ended

December 31, 2003
Members' deficiency:
January 1, 2004

January 1, 2003
$(1,504,533)

 

$(1,186,698)
Add, Net income:
January 1, 2004 through March 31, 2004
85,501
0
January 1, 2003 through December 31, 2003
                 0
2,501,788
  ( 1,419,032)
1,315,090
Less Distributions:
Distributions January 1, 2004 through 

March 31, 2004
180,000
0
Distributions January 1, 2003 through December 31, 2003
0
720,000
Distribution, November 30, 2003
               0
 2,099,623
    180,000
2,819,623
Members' deficiency:
March 31, 2004

December 31, 2003
$  (1,599,032)
$(1,504,533)
See notes to the condensed financial statements.

 

250 West 57th St. Associates L.L.C.

Condensed Statements of Cash Flows

(Unaudited)

                                                                                                  For the Three Months

                                                                                                    Ended March 31,

	2004	2003

Cash flows from operating activities:

Net income
$ 85,501
$  106,346
Adjustments to reconcile net income to net

cash provided by operating activities:

Depreciation of building improvements
 

71,801
 

52,650
Amortization of mortgage refinancing costs
25,687
25,687
Change in rent receivable
23,257
(17,056)
Change in accrued interest payable
1,757
2,161
Change in accounts payable
     (2,116)
               0
Net cash provided by operating activities
    205,887
    169,788
Cash flows from investing activities:
Change in receivable from participants
     (7,795)
               0
Net cash used in investing activities
     (7,795)
      (4,654)   
Cash flows from financing activities:  
Cash distributions
(180,000)
   (180,000)
Payments to Fisk Building Associates L.L.C.
    (79,426)
                 0
Net cash used in financing activities

    (259,426)
    (180,000)
Net decrease in cash and cash equivalents
(61,334)
   (10,212)
Cash and cash equivalents, 

Beginning of period
   3,514,489
   2,206,818
Cash and cash equivalents, end of period
$ 3,453,155
$ 2,196,606   
Cash paid for: Interest
$       198,479
$    169,934
 

 

See notes to the condensed financial statements.

 

 

 

 

 

 

 

 

 

 

250 West 57th St. Associates L.L.C.

Condensed Statements of Cash Flows

(Unaudited)

For the Three Months

                                                                                                    Ended March 31,

                                                                                                                2004                    2003

 

Supplemental disclosure of

noncash investing and financing 

activities:

 

   Building improvements purchased

   by means of a financing agreement

   with the lessee as follows:                                                                $324,522           $669,397    

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes To Condensed Financial Statements (unaudited)

	Note A Organization and Basis of Presentation

In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of Registrant as of March 31, 2004, its results of operations and cash flows for the three months ended March 31, 2004 and 2003,  and its changes in members' deficiency for the three months ended March 31, 2004.  Information included in the condensed balance sheet as of December 31, 2003 has been derived from the audited balance sheet included in Registrant's Form 10-K for the year ended December 31, 2003 (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 financial statements unless significant changes have taken place since the end of the most recent fiscal year.  Accordingly, these unaudited condensed financial statements should be read in conjunction with the financial statements, notes to financial statements and the other information in the 10-K.  The results of operations for the three months ended March 31, 2004 are not necessarily indicative of the results to be expected for the full year.

	Note B Interim Period Reporting

Registrant is a New York limited liability company which was organized as a joint venture 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 (collectively, the "Property"). On November 30, 2001, Registrant converted to a limited liability company under New York law and is now known as 250 West 57th St. 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 liability to a third party.  Registrant's members are Peter L. Malkin and Anthony E. Malkin (collectively the "Agents"), each of whom also acts as an agent for holders of participations in his respective member interests in Registrant (the "Participants").

Registrant leases the Property to Fisk Building Associates L.L.C. (the "Net Lessee"), under a long-term net operating lease (the "Net Lease"), the current term of which expires on September 30, 2028.  Net Lessee is a New York limited liability company, and entities created by Peter L. Malkin for family members are beneficial owners of interests in the Net Lessee.  In addition, the Agents are at Wien & Malkin LLP, 60 East 42nd Street, New York, New York, which provides supervisory and other services to Registrant and Net Lessee ("Supervisor").  See Note C of this Item 1.  

Under the Net Lease, effective May 1, 1975, between Registrant and the Net Lessee, basic rent was equal to mortgage principal and interest payments plus $28,000 payable to Wien & Malkin LLP for supervisory services.  The lease modification dated November 17, 2000 between Registrant and Net Lessee provides that the basic rent will be equal to the sum of $28,000 plus the installment payments for interest and amortization (not including any balloon payment due at maturity) required annually under the new $15,500,000 first mortgage loan (the "First Mortgage") from Emigrant Savings Bank. Basic rent is payable in monthly installments on the first day of each calendar month in an amount equal to $2,333.33 plus the projected debt service due on the First Mortgage on the first day of the ensuing calendar month (with a reconciliation to be made as soon as practicable thereafter). Basic rent shall be adjusted on a dollar-for-dollar basis by changes in the annual debt service on the First Mortgage.

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 original cash investment.

For the lease year ended September 30, 2003, Net Lessee reported net operating profit of $5,458,832 after deduction of Basic Rent.  Net Lessee paid Primary Overage Rent of $752,000, together with Secondary Overage Rent of $2,330,161 for the fiscal year ended September 30, 2003.  The Secondary Overage Rent of $2,330,161 represents 50% of the excess of the net operating profit of $5,458,832 over $752,000, less $23,255 representing interest earned and retained by Registrant on funds borrowed for the improvement program. Secondary overage rent payable of $2,330,161 plus $23,255 of interest income was available for distribution to the participants. After deducting $233,292 incurred to Supervisor as an additional payment for supervisory services, $20,000 for advances of New York State estimated tax paid on behalf of  non-resident individual participants and annual New York State limited liability company filing fees of $500, the balance of $2,099,624 was distributed to the Participants on November 30, 2003.

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 report on the Net Lessee's operation of the Property.  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 Lessee has exercised its option to renew the Net Lease for a period of 25 years from October 1, 2003 through September 30, 2028. The Participants in Registrant have consented to the granting of options to the Net Lessee to extend the Net Lease for three additional 25-year renewal terms on or before the expiration of the then applicable renewal term.  

Effective November 17, 2000, a new first mortgage was placed on the Property with Emigrant Savings Bank in the amount of $15,500,000. The First Mortgage matures on December 1, 2005. At the closing, the amount of $7,000,000 was advanced to pay off the existing first and second mortgages held by Apple Bank for Savings and to pay for closing and related costs and the costs of improvements made to the Property. During 2002, an additional $5,000,000 was advanced. The balance of the First Mortgage loan was advanced in stages through May 31, 2003 to pay for additional improvements to the Property.

Monthly  payments under the mortgage are interest only. Amounts advanced at the closing bore interest at the rate of 7.511% throughout the term of the mortgage until June 1, 2003. Amounts advanced after the closing bore interest at a floating rate equal to 1.65 percentage points above 30, 60, 90, 180 or 360 day LIBOR or the yield on 30-day U.S. Treasury Securities, as selected by Associates.

On June 1, 2003 the interest rate on all amounts advanced following the closing was converted to a fixed rate of 3.12% equal to 1.65 percentage points above the then-current yield on U.S. Treasury Securities having the closest maturity to December 1, 2005.

The mortgage may be prepaid at any time, in whole only, upon payment of a prepayment penalty based on a yield maintenance formula. There will be no prepayment penalty if the mortgage is paid in full during the last 90 days of the term thereof.

	Note C Supervisory Services

Registrant pays Supervisor for supervisory services and disbursements. Supervisor receives as compensation an annual fee of $40,000, payable in equal monthly installments ("Basic Payment"), and 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 ("Additional Fee"). At March 31, 2004, the Participants' remaining cash investment was $3,600,000. Supervisor receives $20,000 a year as an advance against the Additional Fee, which Registrant expenses each month. Of the annual $40,000 Basic Payment, $28,000 is paid from Basic Rent and $12,000 is paid from Primary Overage Rent received by Registrant. Any Additional Fee is payable from Secondary Overage Rent. 

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 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 Net Lessee 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 also pays Supervisor for other services at hourly rates. No remuneration was paid during the three month period ended March 31, 2004 by Registrant to either of the Members as such.

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 Member in Registrant and in Net Lessee arise solely from ownership of participations in Registrant and partnership interests or participations in Net Lessee.  The Members 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, all of the Members, who hold senior positions at Supervisor, by reason of their positions at Supervisor, are entitled to receive their pro rata share of any supervisory or other remuneration paid to Supervisor for services rendered to Registrant and Net Lessee.

As of March 31, 2004, certain of the Members in Registrant held additional Participations as follows:

Entities for the benefit of members of Peter L. Malkin's family owned of record and beneficially $88,333 of Participations. Peter L. Malkin disclaims any beneficial ownership of such Participations, except that such Trusts are required to complete scheduled payments to Peter L. Malkin.

Peter L. Malkin owned of record as trustee, but not beneficially, $10,000 of Participations. Peter L. Malkin disclaims any beneficial ownership of such Participations.

Anthony E. Malkin owned of record as trustee, but not beneficially, $8,333 of Participations. Anthony E. Malkin disclaims any beneficial ownership of such Participations.

 

 

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 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

Registrant was organized solely for the purpose 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 First Mortgage and amounts for supervisory services, and then to distribute the balance of such Basic Rent to holders of Participations.  See Note C.  Pursuant to the Net Lease, Net Lessee has assumed sole responsibility for the condition, operation, repair, maintenance and management of the Property.  

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.  

Registrant does not pay dividends.  During the three month period ended March 31, 2004, Registrant made regular monthly distributions of $83.33 for each $5,000 participation ($1,000 per annum for each $5,000 participation).  On November 30, 2003, Registrant made an additional distribution of $2,916 for each $5,000 participation.  Such distribution represented the balance of Secondary Overage Rent paid by Net Lessee in accordance with the terms of the Net Lease after deducting the Additional Payment to Supervisor and a reserve for advances of New York State estimated taxes for non-resident participants and annual NYS LLC filing fees.  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 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 increased for the three-month period ended March 31, 2004, as compared with the three-month period ended March 31, 2003.  Such increase was the result of an increase in Basic Rent received from the Net Lessee, an increase in interest income and dividend income for the three-month period ended March 31, 2004 as compared with the three-month period ended March 31, 2003. 

Total expenses increased for the three-month period ended March 31, 2004, as compared to the three-month period ended March 31, 2003.  Such increase   resulted from an increase in interest on the mortgage, an increase in depreciation and miscellaneous expense for the three-month period ended March 31, 2004 as compared with the three-month period ended March 31, 2003.

Liquidity and Capital Resources

Registrant's liquidity has improved at March 31, 2004, as compared with March 31, 2003 as a result of the draw down of additional loan proceeds of $3,000,000. Costs relating to the improvement program are funded from proceeds of the First Mortgage of $15,500,000, of which all has been drawn at March 31, 2004. Registrant may from time to time establish a reserve for contingent or unforeseen liabilities.

No amortization payments are due under the First Mortgage to fully satisfy the outstanding principal balance at maturity, and furthermore, Registrant does not maintain any reserve to cover the 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, and assuming further that current real estate trends continue in the geographic area in which the Property is located, Registrant anticipates that the value of the Property would be well in excess of the amount of the Mortgage balance at maturity.  

Registrant anticipates that funds for working capital for the Property will be provided by rental payments received from Lessee and, to the extent necessary, from additional capital investment by the members in the Net Lessee and/or external financing.  

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, 2003.

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 the end of the period have concluded that Registrant's disclosure controls and procedures were adequate 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 ("Associates") is the subject of the following pending litigation:

Wien & Malkin LLP and Peter L. Malkin, a member of Net Lessee, have been engaged in a proceeding with Helmsley-Spear, Inc. commenced in 1997, concerning the management, leasing and supervision of the 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 by Associates or (b) an investor voluntarily agrees that his or her proportionate share be paid.  Accordingly, Associates' allocable share of such costs is as yet undetermined, and Associates has not provided for the expense and related liability with respect to such costs in these 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) reaffirms the right of the investors in Net Lessee to vote to terminate Helmsley-Spear without cause, (ii) dismisses Helmsley-Spear's claims against Wien & Malkin and Peter L. Malkin, and (iii) rejects 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, for which briefing has been completed.

In January 1998, Irving Schneider, who is one of the controlling principals of Helmsley-Spear, and is a 5% member of Net Lessee, brought litigation against Net Lessee's supervisor, Wien & Malkin, and member, Peter L. Malkin, claiming misconduct and seeking damages and disqualification from performing services for Net Lessee.  In March 2002, the court dismissed Mr. Schneider's claims.  Mr. Schneider has appealed this dismissal.  Wien & Malkin and Mr. Malkin are defending against these claims.

At Net Lessee's May 20, 2002 special meeting, a vote of the investors was conducted on proposals for the removal without cause of Helmsley-Spear as managing and leasing agent and its replacement by a designated independent firm, including payment by  Net Lessee of the expenses for the preparation of the solicitation statement, the solicitation of votes, and the implementation of the new program.  On May 21, 2002, the proponents of the proposals, Peter L. Malkin and Wien & Malkin, filed a court application to determine and confirm all investors' votes for removal without cause and replacement and to set the final date for Helmsley-Spear's termination.  After Helmsley-Spear filed objections, the court confirmed such votes and ruled that Helmsley-Spear has been discharged.  Helmsley-Spear's subsequent appeals since September 2002 have been denied, and the proponents believe the time has expired for further Helmsley-Spear appeal, so that the court's confirmation of the May 20, 2002 vote to replace Helmsley-Spear may now be considered final.  Helmsley-Spear has indicated it believes it has further appeal rights but has not to date filed any further appeal.  Since November 20, 2002, Helmsley-Spear has not been the managing and leasing agent and has been replaced by Cushman & Wakefield.

In accord with Net Lessee's  May 20, 2002 vote, the expenses for the preparation of the solicitation statement, the solicitation of votes and the implementation of the new program are being paid by Net Lessee.  Such payments have totaled $287,348 (including fees of $75,000 plus disbursements of $11,077 to Wien & Malkin), and have been included in other professional fees in the years 2002, 2003 and 2004 as applicable.

Item 6.	Exhibits and Reports on Form 8-K.

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 14, 2003 (collectively, the "Power").

 

250 WEST 57TH ST. ASSOCIATES L.L.C.

(Registrant)

 

 

By /s/ Mark Labell

	Mark Labell, Attorney-in-Fact*

 

Date: May 17, 2004

 

	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: May 17, 2004

 

 

 

 
**______________________________________________________________________________**
* Mr. Labell supervises accounting functions for Registrant.

 

 

 

 

 

 
**Exhibit 31.1

CERTIFICATIONS**
I, Mark Labell, certify that:
I have reviewed this Quarterly Report on Form 10-Q of 250 West 57
th
  St. 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 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 officer(s) 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 the 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: May 17, 2004

 

	By /s/ Mark Labell 
	Name: Mark Labell 

Title: Member of Wien & Malkin LLP, Supervisor of 250 West 57th St. Associates L.L.C.
**Exhibit 31.2

CERTIFICATIONS**
I, Mark Labell, certify that:
I have reviewed this Quarterly Report on Form 10-Q of 250 West 57
th
  St. 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 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 officer(s) 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 the 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: May 17, 2004

 

	By /s/ Mark Labell
	Name: Mark Labell 

Title: Senior Member of  Financial/Accounting Staff of Wien & Malkin LLP, Supervisor of 250 West 57th St. 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 November 30, 2001 as a Limited Liability Company which incorporates by reference the Registrant's prior Joint Venture Agreement, dated May 25,1953 which was filed as Exhibit No. 1 to Registrant's Registration Statement on Form S-1 (the "Registration Statement") and itself incorporated by reference as an exhibit it hereto.
3 (b)
Amended Buisness Certificate of Registrant filed with the Clerk of New York County on July 24, 1998, reflecting a change in the Partners of Registrant effective as of April 15, 1998, which was filed as Exhibit 3(b) to Registrant's 10-Q-A for the quarter ended September 30, 1998 and is incorporated by reference as an exhibit hereto.
3 (c)
Registrant's Consent and Operating Agreement dated as of November 30, 2001
3 (d)
Registrant's Consent and Operating Agreement dated as of November 30, 2001
13(a)	
Letter to Participants dated April 30, 2004 and supplementary financial reports for the fiscal year ended December 31, 2003.  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 14, 2003 between Partners in 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 by reference as an exhibit hereto.

 

 

EXHIBIT INDEX

(cont.)

Number
Document
Page*
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 32.1

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 250 West 57th St. Associates L.L.C.("Registrant") to certify that:

the Quarterly Report on Form 10-Q of Registrant for the quarterly period ended March 31, 2004 (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 17, 2004

	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**** 

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 250 West 57th St. Associates L.L.C.("Registrant"), to certify that:

the Quarterly Report on Form 10-Q of Registrant for the quarterly period ended March 31, 2004 (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 17, 2004

	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.  

 

 ****