UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 1219, 2013

Empire State Building Associates L.L.C.

(Exact name of registrant as specified in its charter)

Commission File Number: 0-827

A New York Limited Liability Company

13-6084254

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

One Grand Central Place, 60 East 42^nd Street, New York, New York 10165

(Address of principal executive offices, including zip code)

(212) 687-8700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 58.0701 ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

OnThe ~~August 29,~~Company’s ~~2013~~supervisor, ~~Empire~~as ~~State~~fiduciary, ~~Building~~has ~~Associates~~completed ~~L.L.C.~~its ~~(the~~review ~~“Company”)~~with ~~filed~~its aindependent ~~Form~~financial ~~8-K~~advisor ~~reporting~~Lazard ~~the~~Freres & ~~results~~Co. LLC of ~~the~~indications ~~consent solicitation~~of byinterest ~~the~~to ~~supervisor~~purchase of the ~~Company with respect to: (i) a proposal to approve a consolidation transaction~~fee, ~~(ii) a~~master ~~third-party~~lease ~~portfolio proposal~~ and/or ~~(iii) voluntary~~operating ~~pro~~lease ~~rata~~positions ~~reimbursement~~of ~~for~~the ~~litigation~~Empire ~~and~~State ~~arbitration costs~~Building. The ~~Company~~ atsupervisor has concluded that ~~time~~it ~~reported~~is ~~that~~in the ~~period~~best ~~for~~interest ~~consenting~~of the participants to proceed with the consolidation ~~for~~and ~~those~~IPO ~~who~~as ~~received~~approved ~~the~~by ~~buyout~~100% of ~~notices~~the ~~had been extended~~participants.

The ~~Company~~ ~~has~~supervisor ~~now~~is ~~received~~fully ~~consent~~committed to effecting the consolidation ~~proposal~~and ~~from each participant that received a buyout notice~~IPO, and ~~the~~will ~~proposal~~not ~~for~~entertain ~~consolidation~~any ~~into~~additional ~~Empire State Realty Trust, Inc~~offers. ~~(“ESRT”) has been approved by 100% of the participants in each group.~~

The supervisor of Company ~~did~~is ~~not~~sending ~~buy~~a ~~out~~letter to participants in the ~~participation~~Company ~~interest~~with ofrespect ~~any~~to ~~participant~~the matters covered by this Item 8.01.

The information disclosed under this Item 8.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing. The furnishing of this information pursuant to Item 8.01 shall not be deemed an admission by the Company as to the materiality of such information.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits:


Exhibit Number		Exhibit Description

99.1		Letter dated September 19, 2013

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 hereunto duly authorized.

*	The Company is a limited liability company supervised by Malkin Holdings LLC. Accordingly, this Form 8-K is being signed by a senior executive of Registrant’s supervisor.

Empire State Building Associates L.L.C.

Date: September 18, 2013

/s/ Mark Labell

Date: September 19, 2013

/s/ Mark Labell

Mark Labell

Senior Vice President – Finance

Malkin Holdings LLC, Supervisor*

Filing Compare · EMPIRE STATE BUILDING ASSOCIATES L.L.C.