For
immediate release
GLASS,
LEWIS RECOMMENDS THAT GYRODYNE SHAREHOLDERS VOTE FOR ALL MANAGEMENT
NOMINEES
GYRODYNE
BRINGS ACTION TO PROHIBIT PHILLIP GOLDSTEIN AND THE BULLDOG HEDGE FUNDS FROM
USING FALSE
AND
MISLEADING PROXY MATERIALS IN VIOLATION OF THE FEDERAL SECURITIES
LAWS
ST.
JAMES, N.Y., November 26, 2007 . . . Gyrodyne Company of America, Inc. (NASDAQ:
GYRO) announced today that Glass, Lewis & Co., one of the nation's leading
independent proxy advisory firms, recommended that Gyrodyne shareholders
vote
the WHITE proxy card and FOR the Company's nominees to re-elect the current
Board of Directors at the forthcoming Gyrodyne Annual Meeting and not vote
for
the slate of candidates put forth by Phillip Goldstein and his Bulldog hedge
funds. Glass, Lewis also recommended that Gyrodyne shareholders NOT
vote for Bulldog’s proposal to terminate Gyrodyne’s shareholder rights
plan. Glass, Lewis' analyses and recommendations are considered by
hundreds of major institutional investment firms, mutual funds and fiduciaries
throughout the United States.
The
Company also announced that it has filed a lawsuit against Phillip Goldstein,
Andrew Dakos, Timothy Brog, Bulldog Investors General Partnership and Full
Value
Partners L.P. for violating federal securities laws.
In
recommending that Gyrodyne shareholders vote FOR Gyrodyne's incumbent directors
and AGAINST the nominees of Phillip Goldstein and his Bulldog hedge funds,
Glass, Lewis states:
“The
Company has fulfilled its promise to convert to a REIT and made a one-time
distribution to shareholders. We note that the board’s strategy has
yielded an 11.0% annualized one year return to the Company stock (taken over
the
last three fiscal years). Overall, we are not convinced that the
Dissident’s plan for improvement would provide more meaningful returns to
shareholders than management’s current strategy.”
In
addition, Glass, Lewis states: “In our view, given the Dissident’s previous
offer to acquire the Company, the proposed board size reduction and poison
pill
redemption suggest that the underlying motive of the contest may be to gain
control over the Company without paying a control premium.”
In
the
federal lawsuit filed last week in the United States District Court, Eastern
District of New York, Gyrodyne asserts that Bulldog is using false and
misleading proxy materials in violation of Section 14(a) of the Securities
Exchange Act of 1934 to wage its proxy campaign to nominate three directors
to
Gyrodyne’s board of directors and to eliminate the Company’s shareholder rights
plan.
“We
filed
this suit against Phillip Goldstein, Andrew Dakos, Timothy Brog and the Bulldog
hedge funds to ensure that our shareholders receive complete and accurate
information about the Bulldog group’s interests, plans and motivations that is
required by the federal securities laws,” said Stephen Maroney, Gyrodyne
President and CEO. “We will continue to take appropriate steps to protect the
interests of Gyrodyne shareholders.”
The
Company states in its complaint that Bulldog’s latest letter to the Company’s
shareholders is “riddled with misrepresentations and false and unsupported
accusations of mismanagement and waste” and “falsely impugns the character,
integrity and skill of Gyrodyne’s management and Board of Directors in an
improper effort to sway shareholders to vote their shares for
Bulldog. Defendants cannot be permitted to mislead shareholders into
voting for Bulldog’s nominees.”
Gyrodyne
has asked the Court to require Bulldog to comply with its disclosure
obligations, and to enjoin it from using false and misleading statements
to
improperly solicit proxies.
The
Company urges shareholders to vote FOR the Board's nominees by signing, dating
and returning the WHITE proxy card and to discard the green proxy card of
the
dissident group. Any shareholders requiring assistance may contact MacKenzie
Partners, Inc. Toll-Free at (800)322-2885 or (212)929-5500 (call collect)
or by
email at proxy@mackenziepartners.com.
About
Gyrodyne Company of America, Inc.
Gyrodyne
owns a 67-acre site approximately 50 miles east of New York City on the north
shore of Long Island. The Company is currently contesting the value paid
by New
York State for 245.5 adjoining acres taken under eminent domain proceedings.
The
Company is also a limited partner in the Callery Judge Grove, L.P., which
owns a
3,500 plus acre property in Palm Beach County, Florida. Gyrodyne's common
stock
is traded on the NASDAQ Stock Market under the symbol GYRO. Additional
information about Gyrodyne may be found on its web site at
http://www.gyrodyne.com/.
Additional
Information
On
October 26, 2007, the Company filed a proxy statement in connection with
its
2007 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 October 26, 2007, because they contain
important information about the 2007 Annual Meeting. Detailed
information regarding the names, affiliations and interests of individuals
who
are participants in the solicitation of proxies of Gyrodyne’s shareholders is
available in Gyrodyne’s definitive proxy statement.
MEDIA
CONTACT: Rick Matthews, Rubenstein Associates, (212) 843-8267
###
FORWARD-LOOKING
STATEMENTS
The
statements made in this Schedule 14A that are not historical
facts
constitute
“forward-looking
information” within the meaning of the Private Securities Litigation Reform Act
of 1995, and Section 27A of the Securities Act of 1933 and Section 21E of
the
Securities Exchange Act of 1934, both as amended, which can be identified
by the
use of forward-looking terminology such as “may,” “will,” “anticipates,”
“expects,” “projects,” “estimates,” “believes,” “seeks,” “could,” “should,” or
“continue,” the negative thereof, other variations or comparable
terminology. Important factors, including certain risks and
uncertainties, with respect to such forward-looking statements that could
cause
actual results to differ materially from those reflected in such forward-looking
statements include, but are not limited to, the effect of economic and business
conditions, including risks inherent in the Long Island, New York and Palm
Beach
County, Florida real estate markets, the ability to obtain additional capital
in
order to develop the existing real estate and other risks detailed from time
to
time in Gyrodyne’s
SEC
reports.
PARTICIPANTS
IN THE SOLICITATION
Gyrodyne
and its directors, executive officers and other members of management and
employees may be deemed to be participants in the solicitation of proxies
in
connection with the 2007 Annual Meeting. Information about Gyrodyne’s
executive officers and directors can be found in the most recent proxy
statement.
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