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 AND EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): March 27, 2006
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GYRODYNE COMPANY OF AMERICA, INC.
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(Exact name of Registrant as Specified in its Charter)
New York 000-01684 11-1688021
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(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation) Number) Identification No.)
102 FLOWERFIELD
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
N/A
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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 2.01. Completion of Acquisition or Disposition of Assets
On November 2, 2005, as previously reported by the Company, the State University
of New York at Stony Brook (the "University") filed a deed with the Suffolk
County Clerk's Office and vested title in 245 acres of our Flowerfield property
in Stony Brook and Saint James, New York. This action was taken by the
University pursuant to the New York Eminent Domain Procedure Law (the "EDPL")
which governs condemnation procedures in the State of New York. Earlier actions
by the University included an advance payment notice which proposed to acquire
the subject acreage for a total purchase price of $26.3 million. The Company
rejected that proposal since it did not represent the current value of the
property and filed notice that it will pursue additional compensation in the New
York State Court of Claims where valuation disputes are litigated. Under the
EDPL, payment of the $26.3 million amount was due and payable to the Company
within a reasonable and practical timeframe and, accordingly, the Company
accrued this amount as a condemnation advance payment receivable as of January
31, 2006.
On March 27, 2005, the Company received payment from the State of New York in
the amount of $26.3 million, which the Company had previously elected under the
EDPL to accept as an advance payment for the condemned property. Under the EDPL,
both the advance payment and any additional award from the Court of Claims bear
interest at the rate of 9% simple interest from the date of the taking through
the date of payment. The amount of interest owed on the $26.3 million advance
payment calculated from November 2, 2005 (the date of the taking) through March
24, 2006 (the date payment was mailed by the State of New York to the Company)
is $921,386. The Company is preparing to pursue its claims for just
compensation, including interest thereon, in the Court of Claims. In actions for
additional compensation in eminent domain proceedings under the EDPL, the Court
of Claims reviews, among other factors, the highest and best use of the
condemned property and the probability that the highest and best use could have
been achieved. Although we are confident that we can present a credible case for
additional compensation for the condemned property, we cannot predict the
outcome of our action in the Court of Claims or the potential that the
University or the State of New York will attempt to negotiate a settlement.
SIGNATURE
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, thereunto duly authorized.
GYRODYNE COMPANY OF AMERICA, INC.
By: /s/ Stephen V. Maroney
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Stephen V. Maroney
President, Chief Executive Officer and
Treasurer
Date: March 28, 2006