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 [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
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[x] 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)
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(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:
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2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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On November 30, 2006, the registrant delivered a letter to Full Value Advisors
LLC ("FVA") in response to FVA's November 17, 2006 letter to the registrant. The
text of the foregoing letter appears below.
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[TEXT OF LETTER DELIVERED BY THE REGISTRANT TO FULL VALUE PARTNERS L.P.]
GYRODYNE COMPANY OF AMERICA, INC.
ONE FLOWERFIELD
SUITE 24
ST. JAMES, NEW YORK 11780
P - (631) 584-5400
F - (631) 584-7075
www.gyrodyne.com
November 30, 2006
Andrew Dakos
Managing Member
Full Value Advisors LLC
Park 80 West, Plaza Two
Saddle Brook, New Jersey 07663
Dear Mr. Dakos:
I write in response to your letter dated November 17, 2006. In your letter
you request that our directors waive the advance notice provisions of our
by-laws so that you can nominate three nominees for election at our annual
meeting and also propose at the meeting that shareholders vote to terminate the
Company's Shareholder Rights Plan despite the fact that your proposals do not
comply with the terms of our by-laws. Our Board has considered your request and
has asked that I respond on behalf of the Board.
The advance notice provisions of our by-laws serve the proper purpose of
assuring that the Company has a reasonable amount of time to prepare its proxy
materials and disseminate to all shareholders the information necessary for them
to make informed decisions with respect to the voting of their shares at a
meeting of shareholders. To waive these requirements would largely defeat that
purpose and impair the shareholder franchise.
Your letter incorrectly suggests that the Company's purchase of certain
real property in Port Jefferson, New York, and the addition of a new independent
director is a material event for the Company which requires the Board to make an
accommodation for you and waive our by-law requirements that are applicable to
all shareholders. The acquisition at Port Jefferson is consistent with the
corporate strategy of the Company and does not constitute the same kind of
fundamental change that existed in the Delaware case you cite.
Our by-laws are publicly available and our proxy statement for last year's
Annual Meeting clearly states that the deadline for all shareholders to submit
nominations and proposals was August 11, 2006. You missed the deadline and so it
appears you are trying to create a new deadline based on our Port Jefferson
announcement and our addition of a new independent director. However, our
by-laws also provide an opportunity for shareholders to make nominations if we
expand the board. You missed that deadline as well. The Board has considered
your request to make a special waiver for one shareholder and has instructed me
to inform you that it would be inappropriate to do so.
Very truly yours,
/s/ Paul L. Lamb
Paul L. Lamb
Chairman of the Board
[END OF LETTER]
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On November 13, 2006, the Company filed a proxy statement in connection with its
2006 Annual Meeting of Shareholders. The Company's shareholders are urged to
read carefully the proxy statement and other relevant materials which were
mailed to shareholders commencing on November 13, 2006, because they contain
important information about the 2006 Annual Meeting.
The statements made in this Schedule 14A that are not historical facts contain
"forward-looking information" within the meaning of the Private Securities
Litigation Reform Act of 1995, and Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, both as amended, which can
be identified by the use of forward-looking terminology such as "may," "will,"
"anticipates," "expects," "projects," "estimates," "believes," "seeks," "could,"
"should," or "continue," the negative thereof, other variations or comparable
terminology. Important factors, including certain risks and uncertainties, with
respect to such forward-looking statements that could cause actual results to
differ materially from those reflected in such forward-looking statements
include, but are not limited to, the effect of economic and business conditions,
including risks inherent in the Long Island, New York and Palm Beach County,
Florida real estate markets, the ability to obtain additional capital or a
viable merger candidate in order to develop the existing real estate and other
risks detailed from time to time in our SEC reports. We assume no obligation to
update the information in this Schedule 14A.