Opportunity Partners LP – ‘DFAN14A’ on 11/30/07 re: Gyrodyne Co of America Inc

On:  Friday, 11/30/07, at 11:15am ET   ·   Effective:  11/30/07   ·   Accession #:  896017-7-11   ·   File #:  0-01684

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Additional Definitive Non-Management Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DFAN14A     Additional Definitive Non-Management Proxy             4±    18K 
                          Solicitation Material                                  


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 2, Suite 750,                      
Saddle Brook, NJ 07663                                                          
(201) 556-0092 // Fax: (201) 556-0097                                           

November 30, 2007                                                               

Timothy Brog                                                                    
Locksmith Capital Management LLC                                                
551 Madison Avenue, 6th Floor                                                   
New York, NY 10022                                                              

Dear Tim:                                                                       

As I told you, a number of shareholders of Gyrodyne have urged us to reduce     
the number of board seats we will seek from three to two.                       
After careful consideration, we have decided to do just that.                   
Consequently, we will notify Gyrodone that we do not intend to nominate         
you for election as a director at the annual meeting.                           

Thank you for consenting to be a nominee.  We are sorry it worked               
out this way and we wish you continued success in your future endeavors.        

Best regards,                                                                   

Phillip Goldstein                                                               
Managing Member                                                                 
Full Value Advisors L.L.C.                                                      
General Partner                                                                 

Cc:     Peter Pitsiokos, Corporate Secretary                                    
Nicholas Panos, Senior Special Counsel,                                         
Office of Mergers and Acquisitions,                                             
Securities and Exchange Commission                                              

Full Value Partners L.P., Park 80 West Plaza 2, Suite 750,                      
Saddle Brook, NJ 07663                                                          
(201) 556-0092 // Fax: (201) 556-0097                                           

November 30 2007                                                                

Peter Pitsiokos                                                                 
Corporate Secretary                                                             
Gyrodyne Company of America, Inc.                                               
102 Flowerfield                                                                 
St. James, NY 11780                                                             

Dear Pete:                                                                      

As per the enclosed letter to Timothy Brog we have decided not to nominate      
him as a director of Gyrodyne.                                                  

In light of our withdrawal of Mr. Brogs nomination and developments in          
the lawsuit Gyrodyne filed against us just last week (including the Courts      
denial of Gyrodynes motion for injunctive relief,                               
its order for expedited limited discovery and a                                 
hearing scheduled for December 6, 2007), the board may wish to                  
consider whether or not it is appropriate to postpone the                       
meeting to allow shareholders an opportunity to consider these matters.         

Below is an excerpt from SEC Release No. 34-23789 (November 10, 1986)           
that may be helpful.                                                            

While Rule 14a-6 deals with the time periods for filing information with        
the Commission, questions have also been raised concerning time periods         
required for adequate dissemination of material changes. When there have        
been material changes in the proxy soliciting material or material subsequent   
events (in contrast to routine updating), an additional proxy card, along with  
revised or additional proxy soliciting material, should be furnished to security
holders n48 A sufficient period of time should be allowed for adequate          
dissemination of the material information to security                           
holders prior to the meeting of security holders or the date                    
on which the consents or authorizations may be used to effect the               
proposed action to permit security holders to assess the                        
information and to change their voting decisions if desired. n49                

n48 Where additional proxy soliciting material relating to                      
the same meeting or subject matter is furnished to security                     
holders subsequent to the proxy statement, Rule 14a-6(b)                        
requires that such material be furnished to the Commission                      
at least two business days prior to the date of furnishing                      
the material to security holders.                                               

n49 See Bear, Stearns & Co. v. Anderson Clayton & Co.,                          
No. 8501, Del. Ch. Ct.(June 10, 1986) (three business day                       
solicitation period not sufficient to allow                                   
security holders a reasonable opportunity to receive                            
and consider additional soliciting material prior to                            
the meeting). See also, Smith v. Van Gorkom,488                                 
A.2d 858, 893 (Del. 1985) ("in an appropriate case,                             
an otherwise candid proxy statement may be so                                   
untimely as to defeat its purpose of meeting the needs                          
of a fully informed electorate"). Cf. Electronic                                
Specialty Co. v. International Controls Corp., 409                              
F.2d 937, 944 (2d Cir. 1969) (describing district                               
court opinion declining to order divestiture of                                 
shares acquired in tender offer or to enjoin                                    
voting and holding that withdrawal offer lasting for                            
eight days afforded equivalent relief to rescission                             
offer); Allied Stores Corporation v. Campeau Acquisition                        
Corp., et. al., No. 86 Civ. 7841 (S.D.N.Y. Oct. 10, 1986)                       
(temporary restraining order issued for period of 10 days                       
to allow shareholders reasonable opportunity to make informed                   
choice in light of change in terms of tender offer);                            
Nicholson File Co. v. H.K. Porter Co., 341 F. Supp.                             
508, 513-514, 522 (D.R.I. 1972)affd 482 F.2d 421                                
(1st Cir. 1973) (curative letter and rescission offer                           
mailed within seven days of a tender offer withdrawal                         
date sufficient to counter any effect of misstatement);                         
Securities Exchange Act Release No. 16343 (November 15, 1979)                   
(Commission report under Exchange Act Section 21(a),                            
stating that when facts change prior to meeting,                                
appropriate steps should be taken to disseminate                                
complete and accurate information to security holders;                          
possibilities to be considered including postponing                             
the meeting, sending a letter to all security holders                           
advising them of the changes that have been made,                               
revising the proxy statement and resoliciting proxies,                          
and or offering new proxy cards).                                               

Very truly yours,                                                               

Phillip Goldstein                                                               
Managing Member                                                                 
Full Value Advisors LLC                                                         
General Partner                                                                 

Cc:Timothy Brog                                                                 
Nicholas Panos, Senior Special Counsel,                                         
Office of Mergers and Acquisitions,                                             
Securities and Exchange Commission                                              

Dates Referenced Herein

This ‘DFAN14A’ Filing		Date		Other Filings
		12/6/07		None on these Dates
Filed on / Effective on:		11/30/07
				List all Filings