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  • 3/16/12 SEC filing Empire State Building Associates
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  • May 31 2012 Empire State Building Associates L.L.C. SEC Filing
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  • WSJ: High-Stakes Feud over Empire State Building
  • FORM OF PARTICIPATING AGREEMENT OF EMPIRE STATE BUILDING ASSOCIATES L.L.C.
  • No independent representative was retained to negotiate on behalf of the participants
  • S-4 Empire State Equity Trust February 13, 2012 14
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  • Empire State Owners Go Ape Over IPO Tax Issues: Wall Street Journal April 8 2012
  • January 9, 2012 Answer to SEC inquiry
  • REITs Spring an Unnerving Surprise
  • Average Rent paid according to Malkin Holdings L.L.C.
  • Duties of Supervisor of Associates
  • Reuters: Empire State Building IPO change may help pay tax
  • Wall Street Journal: Tax Terms Amended in Empire State Building IPO
  • How to Ruin a Safe Bet; Did Rockefeller Center Financiers Reach Too Far?
  • May 31 2012 Helmsley Estate Driving Empire State Building IPO, Malkins Say
  • SEC May 11, 2012 :" "There are material risks and conflicts of interest associated with the consolidation."
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  • ESBA number of participants
  • On August 6, 2012, Malkin Holdings L.L.C., the supervisor of Empire State Building Associates L.L.C. (the “Registrant”), provided the following to persons calling participants in the Registrant, to be used as a script for such calls:
  • SEC August 6, 2012 Empire State Realty Trust, Inc
  • Poll of ESBA participants
  • August 9, 2012 Legal Proceedings Empire State Building Associates 10Q
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  • 2012: Observatory increased admission prices over 15%
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  • SEC Filing 8/24/12 "legally distinct from a joint venture"‏ malkin empire state sec filings
  • Empire State Realty Trust Empire State Realty Trust, Inc. Empire State Building IPO
  • Top ten reasons to Vote NO to sale of Empire State Building to REIT
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  • Page 1
  • Economic Joint Venture
  • 50/50 split
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  • S-4
  • 11/5/12 Settlement reached in Empire State Realty Trust suit
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  • January 28, 2013 $800 Class Action Lawsuit Filed
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  • A Yen for Yield Could Rock U.S. REIT
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  • Crain's New York: Bidders up ante at Empire State Bldg.
  • Crains New York: Another bidder moves to upset Empire St. Bldg. plan.
  • ESBA purchase of fee title 2001-2
  • Damage and Destruction:
  • ESBA land building cost percentages
  • Revman headed for Empire State Building
  • SL Green says private market will value ESB higher
  • Private market values exceed public market values
  • Thor makes second offer for Empire State Building
  • Empire State Building Investors Again Sue Owners Over IPO
  • Empire State Building Topless Model Lawsuit
  • Empire State Building $500 Million Lawsuit against Malkin Holdings
  • Investors Launch $600M Suit Over Empire State Building Deal
  • Law360: Report Details Malkin's Rebuff Of Empire State Bldg. Bids‏
  • Empire State Building Investor Appeals $55M Settlement
  • Empire State Building Investors Rip Owners Over Discovery
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  • SEC issues Glomar Response for ESRT-first since 2010
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  • Empire State Building $600 Million lawsuit against Peter Malkin and Tony Malkin
  • SEC FOIA Lawsuit for Empire State Building REIT records
  • Case 1:14-cv-01140 EDELMAN v. SECURITIES AND EXCHANGE COMMISSION Complaint
  • AGREEMENT BETWEEN MALKIN HOLDINGS LLC AND HELMSLEY ENTERPRISES, INC.
  • PARTNERSHIP AGREEMENTS and FORM OF PARTICIPATING AGREEMENT For Lincoln and Fish Buildings
  • Helmsley Management to self manage
  • SEC Division of Corporation Finance Staff Legal Bulletin No. 1 (with Addendum) "Confidential Treatment Requests"
  • Untitled
  • EDELMAN v. SECURITIES AND EXCHANGE COMMISSION-Case Assigned to Judge Rosemary M. Collyer. (md, )
  • About 20% of the people who were warned over a two-year period that they might be sued by U.S. regulators for allegedly violating securities law ended up not facing charges
  • justice.gov guide-freedom-information-act
  • September 19, 2013
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  • The OGIS Library Vaughn Index
  • FOIA Facts: Inside the Process of Preparing a Vaughn Index
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  • ESRT Equity Interests
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  • Gavin vs. SEC
  • GAVIN v. UNITED STATES SECURITIES EXCHANGE COMM., Civil No. 04-4522 (PAM/JSM). , at 4 (D. Minn. Oct. 13, 2006)
  • Empire State Realty Trust Ownership
  • Improvements ownership
  • Therefore, each of Associates and Lessee will ultimately bear one-half of the cost of the improvement program
  • CF Memo
  • SEC Is Steering More Trials to Judges It Appoints
  • 10/20/14 Activity in Case 1:14-cv-01140-RMC EDELMAN v. SECURITIES AND EXCHANGE COMMISSION Order
  • NYC Rooftop RF Options Widen
  • H.R.1211 - FOIA Act
  • Exemption 5
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  • 11/10/14 ESRT Update on Lawsuits
  • SEC: How Investigations Work
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  • FOIA Glomar response conversion to The (c)(1) Exclusion
  • Law360: Empire State Building Investors Launch Another Suit Over IPO
  • 2/17/15: PLAINTIFF’S MEMORANDUM OF LAW IN OPPOSITION TO DEFENDANT'S MOTION FOR SUMMARY JUDGMENT AND IN SUPPORT OF PLAINTIFF’S CROSS MOTION FOR SUMMARY JUDGMENT
  • ESB SEC FOIA Requests Updated List
  • ESB SEC FOIA Requests Updated List March 2015
  • 04/17/15 RICHARD EDELMAN, ) Plaintiff, ) ) v. ) Case No. 1:14-CV-1140 (RDM) ) SECURITIES AND EXCHANGE ) COMMISSION, ) Defendant.
  • Malkin attorneys FOIA requests for ESB investigation files rebuffed by SEC
  • ESRT SEC Enforcement Investigation File
  • FOIA Lawsuit San Diego
  • Malkin Holdings lawyers Dewey Pegno SEC FOIA requests Empire State Building
  • Federal Court to Rule on release of SEC ESRT-Malkin Holdings Investigation Files
  • Peter Malkin Tony Malkin Lose Empire State Building Case Ruling
  • Malkin Holdings, Peter Malkin and Tony Malkin lose counterclaim ruling in Empire State Building Arbitration case.
  • Federal Court to rule on release of SEC ESRT Malkin Holdings ​Empire State Building investigation files.
  • SEC FOIA Lawsuit Empire State Realty Trust Malkin Holdings Consumer Complaints
  • Empire State Realty Trust Income Tax Treatment according to Malkin Holdings LLC
  • February 20, 2013 Re: In re Empire State Realty Trust, MNY-08894
  • SEC 662
  • SEC lawyers Empire State Building sale notes from calls and meetings with Malkin Holdings managers ordered released by Federal Judge
  • Malkin answer to SEC about unauthorized renewal of Empire State Building Master Lease
  • "SEC Ordered To Turn Over Empire State REIT Docs Index"
  • Empire State Building Department of Justice FOIA ruling Malkin Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrant   x                             Filed by a Party other than the Registrant   ¨

Check the appropriate box:

¨ Preliminary Proxy Statement¨ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))¨ Definitive Proxy Statement¨ Definitive Additional Materialsx Soliciting Material Under Rule 14a-12EMPIRE STATE BUILDING ASSOCIATES L.L.C.(Name of Registrant as Specified in Its Charter)        (Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)Payment of Filing Fee (Check the appropriate box):x No fee required.¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies:

   (2) Aggregate number of securities to which transaction applies:

    

   (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

    

   (4) Proposed maximum aggregate value of transaction:

    

   (5) Total fee paid:        ¨ Fee paid previously with preliminary materials:¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid:

    

   (2) Form, Schedule or Registration Statement No.:

    

   (3) Filing Party:

    

   (4) Date Filed:

    

  

On May 11, 2012, Malkin Holdings L.L.C., the supervisor of Empire State Building Associates L.L.C. (the “Registrant”), mailed the following letter to each of the participants in the Registrant, 60 East 42nd St. Associates L.L.C., and 250 West 57th St. Associates L.L.C., respectively:

May 11, 2012

To Participants in Empire State Building Associates L.L.C., 60 East 42nd St. Associates L.L.C., and 250 West 57th St. Associates L.L.C.

Dear Fellow Participant:

On May 8, 2012, we submitted our first amendment to our preliminary filing of the Form S-4 to the SEC. The SEC filing process is an iterative one in which we update information and respond to comments from the SEC reviewer. We also addressed frequently asked questions since our first filing. To read the new submission, please go to www.sec.gov. As a reminder, no action by you is required until the filing is declared effective by the SEC and the final consent solicitation documents are mailed to you, which is likely still months away.

History

Many participants in the three entities which are the subject of our filings (we already have all required authorizations from the 20 other entities involved) are not original investors. There are many second and third generation owners who have not read or reviewed the original formation documents. The ownership structures in which you are invested are important to understanding the structure of the proposed consolidation and IPO we will recommend when our filing is declared effective by the SEC.

Each one of the three subject entities covered by the preliminary filing was formed over 50 years ago. By that time, our founder Lawrence Wien was nationally recognized for offering investors the chance to participate in real estate ownership and receive income from major office and showroom buildings.

The Lessor/ Lessee Structure

Mr. Wien utilized an innovative two-tiered investment structure. With smaller-sized individual investments, a large number of investors bought into one entity (the “lessor”), which acquired the property interest subject to an operating lease to another entity formed simultaneously to operate the property (the “lessee”). The terms of your investment interest were disclosed at the time of every investment in the investment documents. So long as the structure remains in place, while the lessor in which these individuals are invested would also have to agree to a sale of the entire property, the lessor does not have any right to (i) operate the property, (ii) lease the property, (iii) direct repair and maintenance at the property, (iv) direct financing of the property, (v) decide what portion of property cash flow is reinvested and what portion is distributed, and/or (vi) direct sale of the property free of the operating lease.

Your entities are lessors. Each lessor entity was linked to a lessee at the inception of your investment. Each lease by each lessor to each lessee provides for a small, fixed rental payment to the lessor and a small fixed priority return to the lessee. Remaining profits of each lessee are split 50/50 between each lessor and lessee in the form of overage rent. A lessor’s interest can only be sold subject to its lease to the lessee, and a lessee’s interest can only be sold subject to its lease from the lessor. We believe the market will price a separate sale of a lessor’s interest at a material discount to the value of its interest, since the lessee makes all the decisions which determine the returns for the lessor position.

The Supervisor’s Recommendation

The supervisor supervises the operation of each lessor and lessee, and manages their relationship with each other. The supervisor supervises the preparation of financial statements, tax returns, operations



and financing, and makes distributions to the investors in the lessor and lessee. The supervisor’s role is set forth in each entity’s organizational documents and has been consistent since each investment’s inception. The supervisor is Malkin Holdings. The supervisor since inception has been controlled by members of the family of Mr. Wien. His son-in-law Peter L. Malkin joined the supervisor in 1958 and was a member of the supervisor at the inception of the Empire State Building investment. The supervisor today is controlled by the two of us.

We believe that coordinated action by both entities in a two-tiered property represents the best approach to maximize value from your investment. The coordinated action we propose has been authorized by the other two-tiered properties and each of your respective lessees. That action will be submitted to a vote of the participants in your lessors, when the SEC declares our filing effective. Every sale of every prior lessor/lessee investment structure we have supervised has included the lessor and lessee positions together. In prior lessor/ lessee sales, the supervisor has overseen all aspects of the process – from allocation of value to choosing independent third-party valuation experts.

Other Disclosure

There are material risks and conflicts of interest associated with the consolidation. You should carefully review the sections entitled “Risk Factors” and “Conflicts of Interest” in the preliminary filing of the Form S-4 which has been filed with the SEC. While we believe that the terms of the consolidation are fair and in the best interests of participants, there can never be any guaranty that the consideration you will receive from the consolidation represents the fair market value of your interests.

Please remember, no decision on the consolidation is required now. No proxy solicitation on which a vote can be based will be available until the SEC review process is complete. We remain available to answer your questions within the limitations imposed under the securities laws. Please feel free to contact us with any question.

Sincerely,

MALKIN HOLDINGS LLC

 /s/ Peter L. Malkin

  /s/ Anthony E. Malkin

  Peter L. Malkin  Anthony E. Malkin  Chairman  President This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Each of the three public entities, Empire State Building Associates L.L.C., 60 East 42nd St. Associates L.L.C., and 250 West 57th St. Associates L.L.C. (the “Companies”) and their agents and supervisor, and each officer and director of them or of Empire State Realty Trust Inc. (the “REIT”) may be deemed to be a participant in the solicitation of consents in connection with the proposed consolidation. The names of such persons and a description of their interests in the Companies and the REIT are set forth, respectively, in each Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and the REIT’s Registration Statement on Form S-4, which have been filed with the SEC.

We urge you to review such Registration Statement on Form S-4 and other related documents now filed or to be filed with the SEC, because they contain important info