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
Filed by the Registrant []
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by 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.
(Name of Registrant as Specified In Its Charter)
Full Value Partners L.P., Andrew Dakos and Phillip Goldstein
(Name of Person(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:
PROXY STATEMENT OF FULL VALUE PARTNERS L.P.,
A STOCKHOLDER OF GYRODYNE COMPANY OF AMERICA, INC. IN OPPOSITION
TO THE SOLICITATION BY THE BOARD OF DIRECTORS FOR THE 2007
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 5, 2007
Full Value Partners L.P., a stockholder of Gyrodyne Company of
America, Inc. ("Gyrodyne"), is sending this proxy statement and
the enclosed GREEN proxy card to shareholders of record as of
October 22, 2007 (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, 2007.
INTRODUCTION
There are two matters that the board has scheduled to be voted
upon at the Meeting: (1) to elect three Directors for a three-
year term; and (2) to ratify Holtz Rubenstein Reminick LLP as
auditors for the Fiscal Year ending December 31, 2007. In
addition, we intend to submit a non-binding proposal to
eliminate 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 eliminate
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 are not votes cast and will have no effect on
the outcome of either proposal. We do not expect any broker
non-votes because this is a contested election.
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. 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 for a three-year term. Unless instructed
otherwise, your proxy will be voted FOR all of our nominees.
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 - Since 1992, Mr. Goldstein has
been an investment advisor and a principal of the general
partner of five investment partnerships in the Bulldog
Investors group of funds: Opportunity Partners L.P.,
Opportunity Income Plus Fund L.P., Full Value Partners
L.P., Full Value Offshore Ltd. and Full Value Special
Situations Fund L.P. He has been a director of the Mexico
Equity and Income Fund since 2000 and Brantley Capital
Corporation since 2001.
Timothy Brog (born 1964); Mr. Brog has been the Managing
Director of Locksmith Capital Management LLC since
September 2007. Prior to that, Mr. Brog had been the
President of Pembridge Capital Management LLC and the
Portfolio Manager of Pembridge Value Opportunity Fund since
2004. Mr. Brog had been a Managing Director of The Edward
Andrews Group Inc., a boutique investment bank from 1996 to
2004. 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. and Peerless Systems
Corporation. 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
750, Saddle Brook, NJ 07663 - Mr. Dakos is a self-employed
investment advisor and a principal of the general partner
of five investment partnerships in the Bulldog Investors
group of funds: Opportunity Partners L.P., Opportunity
Income Plus Fund L.P., Full Value Partners L.P., Full Value
Special Situations Fund L.P., and Full Value Offshore L.P.
He has been a director of the Mexico Equity and Income Fund
since 2001 and Brantley Capital Corporation since 2007.
Mr. Goldstein and his wife jointly beneficially own 3,200 shares
and Mr. Dakos beneficially owns 100 shares of Gyrodyne. Mr. Brog
does not own any shares. Mr. Goldstein and Mr. Dakos are
managing members of Full Value Advisors LLC, the General Partner
of Full Value Partners. Mr. Goldstein and Mr. Dakos are
principals of the General Partner of various limited
partnerships (inclusive of Full Value Partners) that
beneficially own a total of 167,421 shares of Gyrodyne. In
aggregate, Mr. Goldstein and Mr. Dakos are deemed to
beneficially own 225,616 shares of GYRO or 17.5% of the
outstanding shares. There are no arrangements or understandings
between Full Value Partners and any of the above nominees in
connection with the nominations.
PROPOSAL 2: RATIFICATION OF SELECTION OF AUDITORS
Unless instructed otherwise, 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: THE COMPANY?S POISON PILL SHALL BE ELIMINATED
Gyrodyne has a poison pill that prevents shareholders from
accepting a premium offer for their shares unless the board
approves it. We do not believe any board should have such a
veto. Therefore, we intend to introduce a non-binding proposal
to eliminate Gyrodyne's poison pill. If this proposal is
approved by shareholders the board can implement it but there is
no certainty it will do so. Unless instructed otherwise, your
proxy will be voted 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 will be $25,000, none of which has
been paid thus far. We may engage a proxy solicitor to
telephone shareholders but have not done so yet.
None of the participants in this solicitation and, to our
knowledge, none of their associates has entered into any
contracts, arrangements, or understandings with any person with
respect to Gyrodyne?s securities, future employment by Gyrodyne
or its affiliates, or future transactions to which Gyrodyne or
any of its affiliates is a party. (Note: The SEC considers a
nominee to be a "participant" even if he only provides his
biographical data. We believe it is misleading to call such a
nominee a "participant").
Full Value Partners L.P. is the soliciting stockholder and owns
103,144 shares of Gyrodyne, of which 15,640 have been purchased
within the past two years. There have not been any sales. As
indicated above, two of our nominees are affiliated with Full
Value Partners L.P.
November 16, 2007
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 2007 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 A THREE-YEAR TERM.
[ ] 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 DECEMBER 31, 2007.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. A PROPOSAL TO ELIMINATE 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 16, 2007 of Full Value Partners L.P.
and revokes any proxy previously executed.
Signature(s)__________________ Dated: _______________