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 [ ]
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[ ] 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)
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On November 15, 2006, the registrant delivered a letter to Full Value Partners
L.P. ("FVP") in response to FVP's October 30, 2006 letter to the registrant
notifying the registrant of the intention of FVP to nominate three persons for
election as directors and to present a proposal at the registrant's annual
shareholders meeting on December 7, 2006. 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
November 15, 2006
Andrew Dakos
Managing Member
Full Value Advisors LLC
Park 80 West, Plaza Two
Saddle Brook, NJ 07663
Dear Mr. Dakos:
This is to respond to your letter, dated October 30, 2006, notifying
Gyrodyne of the intention of Full Value Partners L.P., at Gyrodyne's annual
shareholders meeting on December 7, 2006, to nominate three persons for election
as directors and to present a proposal to terminate Gyrodyne's Shareholders'
Rights Plan.
As you are aware and for the reasons set forth below, your letter does not
satisfy the notice requirements of Gyrodyne's by-laws. In order for a
shareholder nomination or proposal to be raised at an annual meeting of
shareholders, Gyrodyne's by-laws require that written notice of the nomination
or proposal must be received by the Company not less than 120 days before the
anniversary date of the prior year's annual meeting. For the 2006 annual meeting
of shareholders, the written notice was required to be given not later than
August 11, 2006, as stated in Gyrodyne's proxy statement for last year's annual
shareholders meeting. Nor does your letter satisfy the by-laws' special
provision for notices of nominations to fill newly created vacancies. The
by-laws, which are on file with the SEC and of which you are aware, require that
a notice of a nomination following a public announcement of an increase in the
size of the board must be delivered to Gyrodyne not later than the tenth day
following the date of the announcement and that nominations may only be made for
the new position(s) created by the increase. Gyrodyne's public announcement
regarding the increase in the size of the board from seven to eight directors
was made on October 18, 2006. Accordingly, if you make your nominations and/or
proposal at the annual meeting, the Chairman of the Board intends to rule such
nominations and/or proposal out of order.
Very truly yours,
/s/ Peter Pitsiokos
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Peter Pitsiokos
Secretary
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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.