UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) October 27, 2008
GYRODYNE COMPANY OF AMERICA, INC.
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(Exact Name of Registrant as Specified in Its Charter)
New York
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(State or Other Jurisdiction of Incorporation)
000-01684 11-1688021
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(Commission File Number) (IRS Employer Identification No.)
1 Flowerfield, Suite 24
St. James, New York 11780
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(Address of Principal Executive Offices) (Zip Code)
(631) 584-5400
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(Registrant's Telephone Number, Including Area Code)
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(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 (see General Instruction A.2. below):
[_] 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 1.01. Entry into a Material Definitive Agreement.
On October 27, 2008, Gyrodyne Company of America, Inc. (the "Company") entered
into an agreement (the "Agreement") with Full Value Partners L.P., Opportunity
Partners L.P., Opportunity Income Plus Fund L.P., Full Value Offshore Partners
L.P., Full Value Special Situations Fund L.P., Kimball & Winthrop, Inc., Full
Value Advisors LLC, Spar Advisors, LLC, Full Value Special Situations Fund GP
LLC, Bulldog Investors, Mr. Phillip Goldstein, Mr. Andrew Dakos (collectively,
with each affiliate and associate of the foregoing, the "Bulldog Investors") and
Mr. Naveen Bhatia.
Pursuant to the Agreement, among other things:
o The Company has agreed:
o to nominate Mr. Bhatia for election as a director of the Company at
the 2008 Annual Meeting to serve in the class of directors with
terms ending in 2011 and to recommend (and not withdraw such
recommendation) to the shareholders of the Company that they vote
for Mr. Bhatia at the 2008 Annual Meeting.
o that during the Standstill Period (as defined below), it will not
make, or cause to be made, any statement or announcement that
relates to and constitutes an ad hominem attack on, or relates to
and otherwise disparages, any of the Bulldog Investors, any of their
officers, directors, partners or members or any person who has
served as an officer, director, partner or member of any of the
Bulldog Investors.
o The Bulldog Investors have agreed that, from the date of the Agreement
until the date that is thirty (30) days before the last date on which a
shareholder of the Company may submit nominations for the Board of
Directors of the Company (the "Board") in connection with the 2011 Annual
Meeting of Shareholders of the Company (the "Standstill Period"), they
will not:
o acquire, offer or propose to acquire, or agree to acquire, directly
or indirectly, whether by purchase, tender or exchange offer,
through the acquisition of control of another person, by joining a
partnership, limited partnership, syndicate or other "group" as
defined under Section 13(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise, any voting
securities, or otherwise become the economic owner of any such
securities, if after giving effect to such acquisition the Bulldog
Investors individually or together with any other person with whom
the Bulldog Investors have any agreement, understanding or
arrangement with respect to voting securities, would be the economic
owner of 20% or more of the Company's outstanding voting securities;
o solicit proxies or written consents of shareholders, or any other
person with the right to vote or power to give or withhold consent
in respect of voting securities, or conduct, encourage, participate
or engage in any "solicitation" of any "proxy" (as such terms are
used in the proxy rules of the Securities and Exchange Commission),
consent or other authority to vote any voting securities, with
respect to any matter, or participate, directly or indirectly, in
any contested solicitation with respect to the Company, including,
without limitation, relating to the removal or the election of
directors;
o form or join in a partnership, limited partnership, syndicate or
other group, including, without limitation a group, as defined under
Section 13(d) of the Exchange Act, with respect to the Company's
voting securities;
o act, alone or in concert with others, to seek to control or
influence, in any manner, the management, the Board or the policies
of the Company or nominate any person as a director of the Company
who is not nominated by the then incumbent directors of the Company
or propose any matter to be voted upon by the shareholders of the
Company;
o make any public announcement with respect to, or submit a proposal
for, or offer of (with or without conditions) any extraordinary
transaction of or involving the Company or the securities or assets
of the Company;
o seek to have called, or cause to be called, any meeting of
shareholders of the Company;
o make any public demand to inspect the books and records of the
Company or demand a copy of the Company's stock ledger list;
o make, or cause to be made, any statement or announcement that
relates to and constitutes an ad hominem attack on, or relates to
and otherwise disparages, the Company, its officers or its directors
or any person who has served as an officer or director of the
Company on or following the date of the Agreement;
o request the Company to amend, waive or terminate any provision of
the Agreement;
o take any action which will require the Company to make a public
announcement regarding the possibility of an extraordinary
transaction;
o make any proposal or have any discussions or communications, or
enter into any arrangements, understandings or agreements with, or
advise, finance, assist or encourage, any other person in connection
with any of the foregoing, or make any investment in or enter into
any arrangement with, any other person that engages, or offers or
proposes to engage, in any of the foregoing; or
o take or cause or induce others to take any action inconsistent with
any of the foregoing.
o In addition, the Bulldog Investors have agreed that during the Standstill
Period they will cause all voting securities for which they have the right
to vote as of the record date for any meeting of shareholders to be
present for quorum purposes and to be voted at any such meeting for the
election of directors in the manner recommended by the Board.
o Mr. Bhatia has agreed to serve on the Board if elected and fully comply
with any and all policies and procedures of the Company, including
corporate governance and insider trading policies.
A copy of the Agreement is filed with this Form 8-K and attached hereto as
Exhibit 10.1. The foregoing description of the Agreement is qualified in its
entirety by reference to the full text of the Agreement. On October 28, 2008,
the Company issued a press release announcing the signing of the Agreement. A
copy of the press release is filed with this Form 8-K and attached hereto as
Exhibit 99.1.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On October 28, 2008, Mr. Robert H. Beyer notified the Company that he
will retire from the Company, effective as of the conclusion of the 2008 Annual
Meeting. Mr. Beyer has served as a member of the Board since 1977.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Agreement, dated October 27, 2008, by and among Gyrodyne
Company of America, Inc., Full Value Partners L.P., Opportunity Partners L.P.,
Opportunity Income Plus Fund L.P., Full Value Offshore Partners L.P., Full Value
Special Situations Fund L.P., Kimball & Winthrop, Inc., Full Value Advisors LLC,
Spar Advisors, LLC, Full Value Special Situations Fund GP LLC, Bulldog
Investors, Mr. Phillip Goldstein, Mr. Andrew Dakos and Mr. Naveen Bhatia.
99.1 Press release, dated October 28, 2008, announcing the
Agreement.
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.
GYRODYNE COMPANY OF AMERICA, INC.
By: /s/ Stephen V. Maroney
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Name: Stephen V. Maroney
Title: President, Chief Executive Officer and Treasurer
Date: October 28, 2008
EXHIBIT INDEX
Paper (P) or
Exhibit No. Description Electronic (E)
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10.1 Agreement, dated October 27, 2008, by and E
among Gyrodyne Company of America, Inc., Full
Value Partners L.P., Opportunity Partners
L.P., Opportunity Income Plus Fund L.P., Full
Value Offshore Partners L.P., Full Value
Special Situations Fund L.P., Kimball &
Winthrop, Inc., Full Value Advisors LLC, Spar
Advisors, LLC, Full Value Special Situations
Fund GP LLC, Bulldog Investors, Mr. Phillip
Goldstein, Mr. Andrew Dakos and Mr. Naveen
Bhatia.
99.1 Press release, dated October 28, 2008, E
announcing the Agreement.