UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
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Filed by a Party other than the Registrant [X]
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[ ] Preliminary Proxy Statement
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Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12
GYRODYNE COMPANY OF AMERICA, INC.
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(Name of Registrant as Specified In Its Charter)
FULL VALUE PARTNERS L.P.
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Full Value Partners L.P.
Park 80 West - Plaza Two, Suite C04
Saddle Brook, NJ 07663
Phone: 201-556-0092
Fax: 201-556-0097
adakos@bulldoginvestors.com
November 14, 2006
Dear Fellow Gyrodyne Shareholder:
Full Value Partners is a member of a group that owns more than
17% of the shares of Gyrodyne and is its largest shareholder.
We are writing to you because the board has failed to keep its
promises to shareholders. Instead of moving to maximize
shareholder value as it promised, management is apparently
primarily concerned with retaining its jobs and perks.
There is no need to go into a lot of detail about management's
failings. Just consider the following facts.
At last year's annual meeting held on December 9, 2005, CEO
Stephen Maroney described management's goals this way:
Simply put, our corporate objective is to position the
Company so that it is best able to achieve what Wall Street
calls one or more shareholder liquidity events in a
reasonable period of time that allows shareholders to
realize maximum value for their investment in the Company.
A liquidity event may be defined as a sale of the Company,
a merger or other business combination, sale of assets
followed by a distribution of proceeds or other value-
realizing transaction. Our objective is to put the maximum
amount of cash or marketable securities in the hands of our
shareholders in a tax efficient manner. . . .
After not hearing about any progress toward this goal and with
Gyrodyne's stock price languishing below $45 per share, on April
17, 2006 we offered to pay $48.00 per share for all shares of
Gyrodyne and indicated a willingness to increase our offer price
after conducting due diligence. Without any negotiations, the
board rejected our offer outright and on May 2, 2006 Gyrodyne
issued an announcement in which Mr. Maroney stated:
Our Board of Directors considered the offer carefully in
consultation with our financial and legal advisors and
concluded that Gyrodyne's prospects are substantially
better than are reflected in the . . . offer. We believe
that the pursuit of just compensation in the Court of
Claims, together with the progress being made with the
other components of our corporate strategy will enable
Gyrodyne to achieve one or more shareholder liquidity
events in a reasonable period of time and gives Gyrodyne a
better chance to maximize value for our shareholders.
On October 19, 2006, Mr. Maroney changed his tune as he proudly
announced that Gyrodyne had agreed to acquire ten buildings in
the Port Jefferson Professional Park in Port Jefferson Station,
New York, stating:
This acquisition . . . fits perfectly within the investment
strategy of Gyrodyne and our management team is well suited
to manage this property. We're enthusiastic about our
first acquisition of property since announcing our strategy
last year to convert to a REIT, which is scheduled to be
effective as of May 1, 2006, the beginning of our current
fiscal year.
Clearly, using Gyrodyne's cash to acquire property is completely
contrary to a "corporate strategy [to] enable Gyrodyne to
achieve one or more shareholder liquidity events in a reasonable
period of time."
In short, Mr. Maroney and the rest of the board have betrayed
the shareholders. That is why we believe it is time for a
change at the top. To that end, we are proposing three nominees
for the board of directors. You can be sure that our nominees
will not tolerate any more stalling. They will have only one
goal - to maximize shareholder value! We are also proposing
that Gyrodyne eliminate its poison pill because it is a
deterrent to achieving that goal.
If you care about your investment in Gyrodyne and you share our
goal of maximizing shareholder value, please vote your proxy
online at WWW.PROXYVOTE.COM or by telephone at 1-800-454-8683.
Alternatively, you can mail the GREEN proxy card in the enclosed
envelope but please do it today so we can get started on doing
what it takes to achieve a much higher stock price for
shareholders.
Very truly yours,
Andrew Dakos
Managing Member
Full Value Advisors LLC
General Partner
Top Gyrodyne investor blasts management
By Jeremy Harrell
Friday, November 10, 2006
Gyrodyne's biggest shareholder is mad as hell, and it's not
going to take it anymore.
Six months after Gyrodyne Co. of America Inc. rebuffed a
takeover bid by Opportunity Partners LLP, the hedge fund's
principals have demanded three seats on Gyrodyne's board of
directors and called for a dissolution of the company's poison
pill. Gyrodyne's annual shareholder meeting takes place next
month.
"We've been dissed long enough," said Phillip Goldstein, a
general partner of Opportunity Partners, an entity linked to New
Jersey-based Full Value Partners, which owns more than 17
percent of Gyrodyne stock. "Frankly, I don't know what
management does all day."
St. James-based Gyrodyne once made drone helicopters but now
functions primarily as a real estate company. A large chunk of
its most significant holding was recently seized through eminent
domain by Stony Brook University, and Gyrodyne is seeking
greater compensation from the state government for the land.
In the last year, Gyrodyne's management has put the company on
the path toward becoming a real estate investment trust. In
October, Gyrodyne announced a plan to buy several medical office
buildings in Port Jefferson and added a new director with
greater experience in real estate.
Goldstein said he and his partners don't necessarily oppose
Gyrodyne's corporate repositioning, but he said the company's
current management is ill-equipped to run a real estate firm.
Opportunity Partners made its demands known through a Securities
and Exchange Commission filing on Tuesday.
"It's not just where it's heading, but who's heading it,"
Goldstein said of Gyrodyne. "They need an experienced real
estate operator. All they're doing is endorsing rent checks and
depositing them in the bank."
Gyrodyne, in a statement, said the Port Jefferson acquisition is
"consistent with Gyrodyne's REIT conversion strategy."
In May, Gyrodyne turned down a $48-per-share tender offer from
Opportunity Partners, saying the bid undervalued the company.
Since then, however, Gyrodyne's lightly traded stock has hovered
below $48, changing hands on Wednesday morning at $45.99.
In rejecting the buyout, Gyrodyne's chief executive also
promised unspecified "shareholder liquidity events" in the near
future.
Goldstein said those liquidity events have never materialized,
and instead of divesting all or parts of the company, Gyrodyne
has expanded the board and bought more property.
"They don't look like they're trying to provide liquidity,"
Goldstein said. "I think they're trying to milk this thing."
In its statement, Gyrodyne said its recent acquisition would
"further enhance" a liquidity strategy and unlock greater
shareholder value, and declined to say more until it files a
normal response.
Goldstein also chided Gyrodyne's management for issuing stock
options, insisting that options are designed to reward
executives at the helm of dynamic companies. Gyrodyne,
meanwhile, rarely exceeds a daily trading volume of 1,000 shares
and, except for a brief spike when Opportunity Partners made its
buyout offer, Gyrodyne's stock price has budged barely 1 percent
since November 2005, according to Goldstein.
"We've asked them for a board seat for some time, but they
jerked us around," he said. "I'm tired of this."
2006 Long Island Business News
PROXY STATEMENT OF FULL VALUE PARTNERS L.P.,
A STOCKHOLDER OF GYRODYNE COMPANY OF AMERICA, INC. ("Gyrodyne")
IN OPPOSITION TO THE SOLICITATION BY THE BOARD OF DIRECTORS AT
THE ANNUAL MEETING OF SHAREHOLDERS (To be held on December 7,
2006)
Full Value Partners L.P., a stockholder of Gyrodyne, is sending
this proxy statement and the enclosed GREEN proxy card to
shareholders of record as of October 30, 2006 (the "Record
Date") of Gyrodyne. We are soliciting a proxy to vote your
shares at the Annual Meeting of Shareholders (the "Meeting").
Please refer to Gyrodyne's proxy soliciting material for
additional information concerning the Meeting and the matters to
be considered by shareholders including the election of
directors. This proxy statement and the enclosed GREEN proxy
card are first being sent to shareholders on or about November
16, 2006.
INTRODUCTION
There are two matters that the board has scheduled to be voted
upon at the Meeting: (1) to elect three Directors; and (2) to
ratify Holtz Rubenstein Reminick LLP as auditors for the Fiscal
Year ending April 30, 2007. In addition, we intend to submit a
non-binding proposal to dismantle Gyrodyne's poison pill.
We are soliciting a proxy to vote your shares FOR the election
of our nominees as directors and FOR each of the above
proposals.
How Proxies Will Be Voted
If you wish to vote FOR the election of our nominees and/or to
vote on any of the above proposals, you may do so by completing
and returning a GREEN proxy card to us or to our agent. Unless
you direct otherwise, your shares will be voted FOR the election
of our nominees, FOR the ratification of Holtz Rubenstein
Reminick LLP as auditors and FOR our proposal to dismantle
Gyrodyne's poison pill. In addition, you will be granting the
proxy holder(s) discretionary authority to vote on any other
matters that may come before the Meeting including matters
relating to the conduct of the Meeting.
Voting Requirements
The presence in person or by proxy of more than 50% of
Gyrodyne's outstanding shares shall constitute a quorum.
Directors shall be elected by a plurality of the votes cast.
The other proposals will be decided by a majority of the votes
cast. Abstentions will have no effect on the outcome of either
proposal.
Revocation of Proxies
You may revoke any proxy prior to its exercise by: (i)
delivering a written revocation to us; (ii) executing and
delivering a later dated proxy; or (iii) voting in person at the
Meeting. Attendance at the Meeting will not in and of itself
revoke a proxy. There is no limit on the number of times you
may revoke your proxy before it is exercised. Only your latest
dated proxy will be counted.
PROPOSAL 1: ELECTION OF DIRECTORS
At the Meeting, we intend to nominate the following persons for
election as directors. Each nominee has consented to being
named in this proxy statement and to serve as a director if
elected. Unless noted, none of our nominees personally owns
shares or has any arrangement or understanding with any person
with respect to any future employment by Gyrodyne. Please refer
to Gyrodyne's proxy soliciting material for additional
information concerning the election of directors.
Phillip Goldstein (born 1945); 60 Heritage Drive, Pleasantville,
NY 10570 - Mr. Goldstein is an investment advisor and a
principal of the general partner of three investment
partnerships in the Bulldog Investors group of funds:
Opportunity Partners L.P., Opportunity Income Plus Fund L.P.,
and Full Value Partners L.P. He has been a director of the
Mexico Income and Equity Fund since 2000, Brantley Capital
Corporation since 2001, the Emerging Markets Telecommunications
Fund since 2005 and the First Israel Fund since 2005.
Timothy Brog (born 1964); Timothy Brog has been the President of
Pembridge Capital Management LLC and the Portfolio Manager of
Pembridge Value Opportunity Fund since 2004. Mr. Brog has been a
Managing Director of The Edward Andrews Group Inc., a boutique
investment bank since 1996. From 1989 to 1995, Mr. Brog was a
corporate finance and mergers and acquisition associate of the
law firm Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Brog is a
director of The Topps Company, Inc. Mr. Brog received a Juris
Doctorate from Fordham University School of Law in 1989 and a BA
from Tufts University in 1986.
Andrew Dakos (born 1966); Park 80 West, Plaza Two, Suite C04,
Saddle Brook, NJ 07663 - Mr. Dakos is a self-employed investment
advisor and a principal of the general partner of three
investment partnerships in the Bulldog Investors group of funds:
Opportunity Partners L.P., Opportunity Income Plus Fund L.P.,
and Full Value Partners L.P. and President of Elmhurst Capital,
Inc. an investment advisory firm. He has been a director of the
Mexico Income and Equity Fund since 2001.
Mr. Goldstein and his wife jointly beneficially own 3,200 shares
and Mr. Dakos beneficially owns 100 shares of Gyrodyne. Mr.
Goldstein and Mr. Dakos are managing members of Full Value
Advisors LLC, the General Partner of Full Value Partners.
Inclusive of the foregoing, Mr. Goldstein and Mr. Dakos are
principals of the General Partner of various limited
partnerships that beneficially own a total of 141,819 shares of
Gyrodyne. In aggregate, Mr. Goldstein and Mr. Dakos are deemed
to beneficially own 217,681 shares of GYRO or 17.58% of the
outstanding shares. Mr. Brog does not own any shares of
Gyrodyne. Each of our nominees has consented to be named in the
proxy statement as a nominee and to serve as a director if
elected. There are no arrangements or understandings between
Full Value Partners and any of the above nominees or any other
person(s) in connection with the nominations.
PROPOSAL 2: RATIFICATION OF SELECTION OF AUDITORS
Unless instructions to the contrary are given, your proxy will
be voted to ratify the selection of Holtz Rubenstein Reminick
LLP as auditors for the Fiscal Year ending April 30, 2007.
PROPOSAL 3: A PROPOSAL TO DISMANTLE THE COMPANY'S PILL
Gyrodyne's board of directors has adopted a poison pill whose
purpose is to prevent shareholders from accepting a premium
offer for their shares unless the board approves it. We do not
believe the board should have a veto over the shareholders if
they determine that they wish to accept such an offer.
Therefore, we intend to introduce a non-binding proposal that
Gyrodyne dismantle its poison pill. There is no certainty that
the board will implement this proposal if it is approved. In
the absence of contrary instructions, the proxies will vote your
shares FOR this proposal.
THE SOLICITATION
Persons affiliated with or employed by us or our affiliates may
assist us in the solicitation of proxies. Banks, brokerage
houses and other custodians, nominees and fiduciaries will be
requested to forward this proxy statement and the enclosed GREEN
proxy card to the beneficial owners of common shares for whom
they hold shares of record. We will reimburse these
organizations for their reasonable out-of-pocket expenses.
Initially, we will bear all of the expenses related to this
proxy solicitation. Because we believe that all shareholders
will benefit from this solicitation, we intend to seek
reimbursement of our expenses from Gyrodyne. Shareholders will
not be asked to vote on the reimbursement of our solicitation
expenses which we estimate to be approximately $10,000. There
is no arrangement or understanding involving us or any of our
affiliates relating to future employment by or any future
transaction with Gyrodyne.
Other than as set forth in this Proxy Statement, there are no
contracts, arrangements, or understandings entered into by any
of the participants in the solicitation or, to the participants'
knowledge, any of their associates within the past year with any
person with respect to any of Gyrodyne's securities, including,
but not limited to, joint ventures, loan or option arrangements,
puts or calls, guarantees against loss or guarantees of profit,
division or losses or profits, of the giving or withholding of
proxies.
Except as set forth in the Proxy Statement, none of the
participants in the solicitation or, to the participants'
knowledge, any of their associates has entered into any
agreement or understanding with any person with respect to: (i)
any future employment by Gyrodyne or its affiliates; or (ii) any
future transactions to which Gyrodyne or any of its affiliates
will or may be a party.
Full Value Partners L.P. is the soliciting stockholder and owns
96,559 shares of Gyrodyne, of which 87,707 have been purchased
within the past two years. As indicated above, two of our
nominees are affiliated with Full Value Partners L.P.
November 14, 2006
PROXY CARD
Proxy Solicited in Opposition to the Board of Directors of
Gyrodyne Company of America, Inc. ("Gyrodyne") by Full Value
Partners L.P. for the 2006 Annual Meeting of Shareholders
The undersigned hereby appoints Phillip Goldstein, Rajeev Das,
and Andrew Dakos, and each of them, as the undersigned's
proxies, with full power of substitution, to attend the Annual
Meeting of Shareholders of Gyrodyne and any adjourned or
postponed Meeting, and to vote on all matters that come before
either meeting the number of shares that the undersigned would
be entitled to vote if present in person, as specified below.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate
[ ].)
1. ELECTION OF THREE DIRECTORS
[ ] FOR TIMOTHY BROG [ ] WITHHOLD AUTHORITY
[ ] FOR PHILLIP GOLDSTEIN [ ] WITHHOLD AUTHORITY
[ ] FOR ANDREW DAKOS [ ] WITHHOLD AUTHORITY
2: RATIFICATION OF THE SELECTION OF HOLTZ RUBENSTEIN REMINICK
LLP AS AUDITORS FOR THE FISCAL YEAR ENDING APRIL 30, 2007.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. A PROPOSAL TO DISMANTLE THE COMPANY'S POISON PILL
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign and date below. Your shares will be voted as
directed. If no direction is made, this proxy will be voted FOR
the election of the nominees named above and FOR Proposals 2 and
3. The undersigned hereby acknowledges receipt of the proxy
statement dated November 14, 2006 of Full Value Partners L.P.
and revokes any proxy previously executed.
Signature(s)_______________ Dated: ______________