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, 2005

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,

	2005	2004

Income:

Basic rent, from a related party (Note B)
$251,380203,723
$203,723
Advance of primary overage rent from a related party (Note B)
188,000
188,000
Dividend income
6,305104
104
Interest income
         1716,898
      6,898
Total income
445,856  398,725
  398,725

Expenses:

Interest on mortgage
241200,1598236
200,236
Supervisory services, to a related party (Note C)
15,000
15,000
Depreciation of building improvements 
100,31271,801
71,801
Amortization of mortgage refinancing costs
403,80922825,687
25,687
Amortization of leasing commissions
15,054
0
Special fees (Note D)
52,103
0
Miscellaneous 
        59500     500
          500
Total expenses
 41267,929450313,224
   313,224
Net Income (Loss)

$32(21,927594)85,501
$ 85,501
 

Earnings (loss) per $5,000 participation unit, based on 720 participation units outstanding during the period
 

 

 

$  45(29.7399)118.75
 

 

 

$  118.75

Distributions per $5,000 participation unit

consisted of the following:

Income 
$          45.730     118.75
$  118.75
Return of Capital
    204150.270031.25
   131.25
Total distributions
$   250.00
$  250.00 

At March 31, 2005 and 2004, 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)
 
March 31, 2005
December 31, 2004
Real estate:

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-
                     0-0-
Building improvements and    equipment
16,422,121,969,818
15,735,039
Less: Aaccumulated depreciation
    1,537,828203,262
    1,437,517 
  14,884,2930,766,556
  14,297,522
Building improvements in progress
       174,180332,563 
       988,362
Cash and cash equivalents:

Cash in banks and Mmoney Mmarket fund
 $ 2,358,3343,453,155
$2,091,917
Rent receivable
-0-
23,257-0-
Receivable from participants re: NYS       estimated tax
8,052           7,795
                - 0-
Due from Fisk Building Associates L.L.C.,   a related party
                  -0-
   1,440,761   
Leasing Commissions: 

Less: accumulated amortization

771,700

         38,861

       732,839712,874

               -0-
712,874

         23,807

       689,067   
Mortgage refinancing costs
1,122219,643407517,770
1,122,473
Less: accumulated amortization
       4646,102521346,232
       423,294 
       658752,541886171,538
       699,179   
Total assets
$201,933028,67401916,849,042
$22,324,243
 

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

Condensed Balance Sheets

(Unaudited)

(CONTINUED)

Liabilities and Members' Deficiency: 
March 31, 2005
December 31, 2004
Current Lliabilities:
Accrued building expenses
$               0
$  2,481,725
Due to Fisk Building Associates L.L.C., a related party
3,178,2687$ 2,881,423
$  2,636406,327019
Accrued interest on mortgage
       83,80766,651
       67,811
Accrued expenses - other
       0148,867          0
      850,016
Mortgage payable (Note B)
 19,800,000
18,500,000
Total current liabilities
2,948,074
5,805,571
Long-term liabilities 

Mortgage payable (Note B)
 15,500,000
 18,500,000
Total liabilities
 123,062210,0759418,448,074
 24,305,571
Members' Deficiency:
March 31, 2005 
(2,12882,4019221,599,032)
-0-
December 31, 2004
                  0
 (1,981,328)
Total liabilities and members' deficiency:

March 31, 2005
$201,933028,67401916,849,042
December 31, 2004
$22,324,243
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, 2005      3
For the Year

Ended

December 31, 2004
Members' deficiency:
January 1, 2005

January 1, 2004
$(1,981,328)

 

$(1,504,533)
Add, Net income (loss):
January 1, 2005 through March 31, 2005
                              32(21,927594)85,501
0
January 1, 2004 through December 31, 2004
                 0
    1,464,767
        (12,948002,401922)        ( 1,419,032)-0-
                 (39,766)-0-
Less Distributions:
Distributions January 1, 20045 through 

March 31, 20045
180,000
0
Distributions January 1, 20034 through December 31, 20034
0
720,000
Distribution, November 30, 20034
                 0
    2,099,6231,221,562
      180,000
    2,819,6231,941,562
Members' deficiency:
March 31, 20045

December 31, 20034
$(2,12882,401922)     (1,599,032)       -0-
 

$(1,504,5331,981,328)
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,

	20045	20034

Cash flows from operating activities:

Net income (loss)
$   32(21,92759485,501)
$  106,34685,501
Adjustments to reconcile net income to net

cash provided by (used in) operating activities:

Depreciation of building improvements
 

100,31271,801
 

  52,65071,801
Amortization of mortgage refinancing costs
403,80922825,687
25,687
Amortization of leasing commissions
15,054
0
Change in refinancing costs
(96,934)
0
Change in rent receivable
 023,257
(1723,056257)
Change in leasing commissions
(58,826)
0
Change in accounts receivable
1,440,761
0
Change in accrued interest payable
15,9961,757
21,161757
Change in accounts payable and accrued expenses
                  (3,331,741)(2,1160)
                0(2,116)
Net cash provided by (used in) operating activities
    (1,744437,708)997205,887
     169205,7887
Cash flows from investing activities:
Change in receivable from participants
     (8,05267,795)
                (07,795)
Net cash used in investing activities
     (8,05267,795)
      (47,654795)   
Cash flows from financing activities:  
Proceeds from mortgage
1,300,000
0
Change in refinancing costs
(171)
0
Cash distributions
(180,000)
   (180,000)
Advances from (pPayments to) Fisk Building Associates L.L.C.
 899(2,283,348524)

    (79,426)
 

                  (079,426)
Net cash provided by (used in) financing activities

     2(1,019163,177524259,426)
     (180259,000426)   
Net increase (decrease) in cash and cash equivalents
266,417(61,334)
   (1061,212334)
Cash and cash equivalents, 

Beginning of period
    2,091,9173,514,489
   23,206514,489,818
Cash and cash equivalents, end of period
$2,358,334 3,453,155
$ 23,196453,606155   
Cash paid for: Interest
$       225,162198,479
$    1698,934479
 

 

 

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,

	                                                                                                            	    20054   	                 20043

 

Supplemental disclosure of

noncash investing and financing 

activities:

 

   Building improvements purchased 

   by means of

 a financing agreement 

w   with the lessee as follows:                                	                                                               $    -772,248324,522         	 $324669,522397    

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

 

 

 

 

 

 

 

 

 

 

See notes to the condensed financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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, 2005, its results of operations and cash flows for the three months ended March 31, 2005 and 2004, and its changes in members' deficiency for the three months ended March 31, 2005.  Information included in the condensed balance sheet as of December 31, 2004 has been derived from the audited balance sheet included in Registrant's Form 10-K for the year ended December 31, 2004 (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, 2005 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 hold senior positions 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 $3015,500,000 first mortgage loan (the "First Mortgage") from Prudential Insurance CompanyEmigrant 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, 2004, Net Lessee reported net operating profit of $3,507,583 after deduction of Basic Rent.  Net Lessee paid Primary Overage Rent of $752,000, together with Secondary Overage Rent of $1,353,749 for the fiscal year ended September 30, 2004.  The Secondary Overage Rent of $1,353,749 represents 50% of the excess of the net operating profit of $3,507,583 over $752,000, less $24,042 representing interest earned and retained by Registrant on funds borrowed for the improvement program. Secondary overage rent payable of $1,353,749 plus $24,042 of interest income was available for distribution to the Pparticipants. After deducting $135,729 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 Pparticipants and annual New York State limited liability company filing fees of $500, the balance of $1,221,562 was distributed to the Participants on November 30, 2004.

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 until December 1, 2005, when the outstanding principal balance is due. 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.

	On December 29, 2004, a second mortgage was placed on the property in the amount of $30,500,000 with Prudential Insurance Company of America. At closing, $3,000,000 was drawn down and an additional $1,300,000 was drawn down during the first quarter of 2005. These draw downs and subsequent draw downs will pay off the first mortgage on December 1, 2005 and future capital improvements as needed. The initial drawdown of $3,000,000 and all subsequent draw downs require constant equal monthly payments totaling $1,625,650****per annum for interest only, at the rate of****5.33% per annum until August 5, 2007. On September 5, 2007, equal monthly payments totaling $2,200,780 per annum are required to be applied to interest and principal calculated on a twenty-five year amortization schedule. The mortgage****matures on December 5, 2014. 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.

 

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, 2005, 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 threenine month period ended March 31, 2005  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 membershippartnership 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 memberspartners in Net Lessee. However, all of the Members hold senior positions at Supervisor and may, by reason of their positions at Supervisor, receive income attributable to supervisory or other remuneration paid to Supervisor for services rendered to Registrant and Net Lessee.

The Members in Registrant do not hold any Participations in their individual capacities.

As of March 31, 2005 , certain of the Members in Registrant held 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 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 threenine month period ended March 31, 2005September 30, 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, 2004, Registrant made an additional distribution of $1,696.61 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 New York State Limited Liability Company 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 indecreased for the three-month period ended March 31, 2005, as compared with the three-month period ended March 31, 2004.  Such indecrease was the net result of an increase in Basic Rent received from the Net Lessee and, a decrease in secondary additional rent, an increase in dividend income and a decrease in interest income for the three-month period ended March 31, 2005, as compared with the three-month period ended March 31, 2004. 

Total expenses indecreased for the three-month period ended March 31, 2005, as compared to the three-month period ended March 31, 2004.  Such indecrease was the net result of an increase in interest on the mortgage,  a decrease in the additional supervisory fee and an increase in depreciation of building improvements, amortization of refinancing costs, leasing commissions  and miscellaneous expense for the three-month period ended March 31, 2005, as compared with the three-month period ended March 31, 2004.

Liquidity and Capital Resources

Registrant's liquidity has changeddecreased significantly at March 31, 2005, as compared with March 31, 2004 as the result of a reclassifying the first mortgage payable which matures on December 1, 2005 as a current liability.xxxxxxxxxxxxx. A draw down of $15,900,000 will be made on the second mortgage on September 5, 2005, which includes $15,500,000 to fully repay the first mortgage. Costs relating to the improvement program are funded from proceeds of the first and second mortgages of $46,000,000, of which $198,8500,000 has been drawn at March 31, 2005. Registrant may from time to time establish a reserve for contingent or unforeseen liabilities.

ANo amortization payments are due under the SecondFirst Mortgage commencing September 5, 2007, calculated on a twenty-five year amortization schedule.to fully satisfy the outstanding principal balance at maturity, and furthermore, The second mortgage matures on December 5, 2014 and  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 the Net 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, 2004.

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 in Registrantof 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, Registrant'sAssociates' allocable share of such costs is as yet undetermined, and Registrant 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. 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 Net Lessee's knowledge or consent and (ii) that the corporation controlled by Irving Schneider and now named "Helmsley-Spear," which has represented itself to be Net Lessee's managing agent since September 1997, in fact never received a valid assignment to become Net Lessee's managing agent. Net Lessee'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 such decision is stayed pending appeal.

The Appellate Division's decision is being reviewed with counsel for appropriate further action.

 

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 $290,179 (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 3115, 2005

 

	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 3115, 2005

 

 

 

 
**______________________________________________________________________________**
* 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 3115, 2005

 

	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 3115, 2005

 

	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 29, 2005 and supplementary financial reports for the fiscal year ended December 31, 2004.  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, 2005 (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 3115, 2005

	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, 2005 (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 3115, 2005

	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.  

 

 

 

 

 

 

 

 

 

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 (the "Power").

 

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

(Registrant)

 

 

By:_____________________________________

	Mark Labell, Attorney-in-Fact*

 

Date: May 3115, 2005

 

	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:_____________________________________

	Mark Labell, Attorney-in-Fact*

 

Date: May 3115, 2005

 

 

 

 

 

 

________________________________

* 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 3115, 2005

 

	___________________

	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 3115, 2005

 

	______________________

	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 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, 2005 (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 3115, 2005

	__________________________

	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, 2005 (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 3115, 2005

	__________________________

	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.  

 ********