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Thursday, November 09, 2006

Gyrodyne (GYRO) Holder Opportunity Partners LP Plans to Nominate Directors, Wants Poison Pill Terminated

From 13D Tracker

In a 13D filing after the close on Gyrodyne Company of America, Inc. (NASDAQ: GYRO), Opportunity Partners LP disclosed a 17.58% stake (218K shares) in the company.

The firm also sent a letter to Gyrodyne, giving the company notice of its intent to nominate three directors and present a proposal to terminate the Company's poison pill at the upcoming annual meeting of shareholders.

The firm's nominees are Phillip Goldstein, Timothy Brog, and Andrew Dakos.

A Copy of the Letter:

Peter Pitsiokos

Corporate Secretary

Gyrodyne Company of America, Inc.

102 Flowerfield

St. James, NY 11780

Dear Pete:

As you know, Full Value Partners L.P. is a major shareholder ofGyrodyne Company of America, Inc. and is a member of a group that is Gyrodyne's largest shareholder. Please be advised thatFull Value Partners intends to (1) nominate three persons forelection as directors at the annual shareholder meeting to beheld on December 7, 2006 and (2) present a proposal to terminate Gyrodyne's poison pill.

Full Value Partners beneficially owns 96,559 shares of Gyrodynewhich are held in street name.

The Nominees are:Phillip Goldstein (born 1945); 60 Heritage Drive,Pleasantville, NY 10570 - Mr. Goldstein is an investmentadvisor and a principal of the general partner of three investment partnerships in the Bulldog Investors group offunds: Opportunity Partners L.P., Opportunity Income PlusFund L.P., and Full Value Partners L.P. He has been adirector of the Mexico Income and Equity Fund since 2000,Brantley Capital Corporation since 2001, the EmergingMarkets Telecommunications Fund since 2005 and the FirstIsrael Fund since 2005.

Timothy Brog (born 1964); Timothy Brog has been thePresident of Pembridge Capital Management LLC and thePortfolio Manager of Pembridge Value Opportunity Fund since2004. Mr. Brog has been a Managing Director of The EdwardAndrews Group Inc., a boutique investment bank since 1996.From 1989 to 1995, Mr. Brog was a corporate finance andmergers 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 anda BA from Tufts University in 1986.

Andrew Dakos (born 1966); Park 80 West, Plaza Two, SuiteC04, Saddle Brook, NJ 07663 - Mr. Dakos is a self-employedinvestment advisor and a principal of the general partnerof three investment partnerships in the Bulldog Investorsgroup of funds: Opportunity Partners L.P., OpportunityIncome Plus Fund L.P., and Full Value Partners L.P. andPresident of Elmhurst Capital, Inc. an investment advisory firm. He has been a director of the Mexico Income andEquity Fund since 2001.

Mr. Goldstein and his wife jointly beneficially own 2,200 sharesand I beneficially own 100 shares of Gyrodyne. Mr. Goldsteinand I are managing members of Full Value Advisors LLC, theGeneral Partner of Full Value Partners. Inclusive of theforegoing, Mr. Goldstein and I are principals of the GeneralPartner of various limited partnerships that respectivelybeneficially own a total of 141,819 shares of Gyrodyne. Mr.Brog does not own any shares of Gyrodyne. Each of our nomineeshas consented to be named in the proxy statement as a nomineeand to serve as a director if elected. There are noarrangements or understandings between Full Value Partners andany of the above nominees or any other person(s) in connectionwith the nominations.

The purpose of this letter is to respond to the materialdevelopments set forth in Gyrodyne's recent press release,specifically that Gyrodyne (1) has expanded the size of theboard and (2) intends to acquire ten buildings in the PortJefferson Professional Park in Port Jefferson Station, New York.We believe these actions are inconsistent with Mr. Maroney'spublic statement of April 21, 2006:

Our goal is to put the maximum amount of cash or marketablesecurities in the hands of our shareholders in a tax-efficient manner. Any offer will be measured against ourcorporate strategy as outlined at the December 2005shareholders meeting. That strategy includes therepositioning of the Company through conversion to a REIT,and the disposition and redeployment of assets to achieveone or more shareholder liquidity events in a reasonableperiod of time.

Please see our schedule 13D filings for further details andadvise us immediately if this notice is deficient in any way sothat we can promptly cure any deficiency.

Very truly yours,

Andrew Dakos

Managing Member

Full Value Advisors LLC

General Partner

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