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 []
Filed by a Party other than the Registrant [X]
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.
----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
FULL VALUE PARTNERS L.P.
----------------------------------------------------------------
(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:
----------------------------------------------------------------
2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
----------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------
[ ] 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:
----------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------
3) Filing Party:
----------------------------------------------------------------
4) Date Filed:
----------------------------------------------------------------
Full Value Partners L.P.
Park 80 West, Plaza Two
Saddle Brook, NJ 07663
Phone (201) 556-0092
Fax (201) 556-0097
November 17, 2006
Peter Pitsiokos
Corporate Secretary
Gyrodyne Company of America, Inc.
102 Flowerfield
St. James, NY 11780
Dear Pete:
We received your letter dated November 15, 2006.
As you surely recall, at last year's annual meeting,
shareholders were told with much fanfare that management's
strategic plan was to achieve "one or more shareholder liquidity
events." The press release of October 19, 2006 (not October 18
as you stated) announcing the acquisition of ten buildings in
Port Jefferson, New York and the expansion of the board of
directors changed everything. These actions are material events
that no shareholder could have anticipated.
Courts have routinely held that if a material event occurs after
a company's advance notice deadline, the board cannot deny a
shareholder a fair chance to respond via a proxy contest. In
such cases the board is obligated to waive the advance notice
requirement. See Hubbard v. Hollywood Park Realty Enterprises,
1991 WL 3151, at *11 (Del. Ch. 1991) (recognizing the
fundamental right of shareholders to vote and nominate
candidates for the board of directors when a material change
occurs after the company's advance notice deadline). After all,
shareholders can not be expected to stand at the ready to
respond to every shocking post-deadline announcement.
(Ironically, you took sixteen days to respond to our advance
notice letter that you allege was untimely because it was
received eleven days after the announcement that impelled us to
conduct a proxy contest.)
We urge Gyrodyne's directors to reconsider. They have a duty to
conduct a fair election and cannot hide behind a self-serving
determination to enforce the advance notice by-law under these
circumstances. It is patently obvious that the primary purpose
of that is to fend off a challenge to the board. If the chair
of the meeting does carry out the threat to declare our
nominations or proposal out of order that would be a breach of
fiduciary duty. When faced with a similar abuse of power by the
chair of a shareholder meeting, one court declared:
The right of the majority . . . to control the action of
the meeting cannot be questioned. A presiding officer
cannot arbitrarily defeat the will of the majority by
refusing to entertain or put motions, by wrongfully
declaring the result of a vote, or by refusing to permit
the expression by the majority of its will. He is the
representative of the body over which he presides. His
will is not binding on it, but its will, legally expressed
by a majority of its members, is binding.
Many courts have concluded that an action whose primary purpose
is to thwart a shareholder vote is presumptively invalid.
Declaring our nomination or proposal "out of order" clearly
meets that standard.
If the board would like some more time to prepare for a
contested election, we suggest that it postpone the annual
meeting for a few weeks so that each side can have time to
present its case to shareholders. However, ultimately the board
has a duty to let the shareholders vote. Hopefully, it will
reconsider and it will not be necessary to litigate this matter.
We look forward to your prompt reply.
Very truly yours,
Andrew Dakos
Managing Member
Full Value Advisors LLC
General Partner