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MILLER LLOYD I III has increased their shares in $GYRO by 47% since their previous 13D/G filing - https://fintel.io/soh/us/gyro/miller-lloyd-i-iii
Gyrodyne Declares $1.50 Per Share Special Dividend (8/29/16)
ST. JAMES, N.Y., Aug. 29, 2016 (GLOBE NEWSWIRE) -- Gyrodyne, LLC (NASDAQ:GYRO), an owner and manager of a diversified portfolio of real estate properties ("Gyrodyne"), announced today that its Board of Directors has declared a special cash dividend in the amount of $2,224,020 or $1.50 per share. The dividend consists of the net proceeds from the recently consummated sales of three additional buildings in the Port Jefferson Professional Park. The dividend is payable on September 15, 2016 to shareholders of record as of September 9, 2016.
Fred Braun III, President and CEO of Gyrodyne, said: "This cash dividend permits us to distribute the net proceeds from the three buildings in the Port Jefferson Professional Park that we sold since our last cash dividend in May, consistent with our objective of returning cash to our shareholders periodically as we sell properties and implement our strategic plan to liquidate in due course. Gyrodyne intends to continue making special dividends as it executes on its strategic plan, and we look forward to implementing and executing additional events that will provide liquidity and value to our shareholders."
Gyrodyne is currently exploring certain enhancements of its Flowerfield and Cortlandt Manor properties in an effort to maximize the value of those properties prior to their ultimate disposition. There can be no assurance concerning the type, form, structure, nature, results, timing or terms and conditions of any transaction that may result from the Company's enhancement efforts. The Company does not expect to pay quarterly or annual dividends, but rather special dividends as proceeds are generated from transactions during the liquidation process.
About Gyrodyne, LLC
Gyrodyne, LLC owns and manages a diversified portfolio of real estate properties comprising office, industrial and service-oriented properties primarily in the New York metropolitan area. Gyrodyne, LLC owns a 68 acre site approximately 50 miles east of New York City on the north shore of Long Island, which includes industrial and office buildings and undeveloped property which is the subject of development plans. Gyrodyne, LLC also owns medical office buildings in Port Jefferson Station, New York and Cortlandt Manor, New York. Gyrodyne, LLC (through a wholly-owned subsidiary) is also a limited partner in Callery Judge Grove, L.P., the only asset of which consist of potential future payments upon the achievement of certain development benchmarks by the purchaser in the 2013 sale by the partnership of an undeveloped 3,700 plus acre property in Palm Beach County, Florida. Gyrodyne, LLC's common shares are traded on the NASDAQ Stock Market under the symbol GYRO. Additional information about Gyrodyne, LLC may be found on its web site at www.gyrodyne.com.
http://www.nasdaq.com/press-release/gyrodyne-declares-150-per-share-special-dividend-20160829-00629
Lloyd I. Miller, III owns 75,801 shares (8/16/16)
Controls 5.1 percent.
https://www.sec.gov/Archives/edgar/data/949119/000114420416120201/v447358_sc13g.htm
The previous Schedule 13G/A related to Oldco.
Net Assets in Liquidation $20.23 at 6/30/16.
The Company believes there will be an internal rate of return resulting from the land development costs that will enhance estimated distributions per share through the improved values from the sales of the Flowerfield and Cortlandt Manor properties.
Redevelopment Update
GAMCO Investors, Inc. beneficially owns 122,477 shares (6/22/16)
Controls 8.26 percent.
https://www.sec.gov/Archives/edgar/data/807249/000080724916000399/gyro_01.htm
GYRO pays $9.25 dividend.
Closed at $30.15 on 6/15/16.
GYRO has seen some price decay.
I sure hope investors realize that the date on which that company's shares will begin to trade without the dividend is the first business day following the payable date.
Gyrodyne provides update on Cortlandt Manor, announces sale of additional building at Port Jefferson (6/06/26)
COO Peter Pitsiokos gave a land development presentation to the Company’s shareholders at its 2016 Annual Shareholders Meeting held on 6/03/16. A proposed site plan with respect to the Cortlandt Manor property is shown below.
GYRO also announced at the 2016 Annual Meeting the consummation on 6/01/16 of the sale of an additional building in its Professional Park, 8 Medical Drive, by its wholly-owned subsidiary GSD Port Jefferson, LLC for $820,000.
http://www.sec.gov/Archives/edgar/data/1589061/000143774916033279/gyrllc20160603_8k.htm
Do you believe that Courtland and Flowerfield will also pay a nice special dividend? That is at least two more dividends, and maybe three if there is a Final payoff. Thinking about making a small investment here, I need to learn how this liquidation process works.
I thought I read somewhere, on Seeking Alpha I believe...that GYRO wants to finalize this process in 2016 if at all possible.
Any insights would be appreciated. Thanks!
Liquidations are different.
Does a special dividend work any differently than a regular dividend? I mean won't the price of GYRO adjust down $9.25 on the Ex-Date...just like it does on a regular distribution?
IF true...then what does one actually gain in this case, if indeed this is a liquidation process for GYRO? What am I missing here?
Thanks in advance for any help!
GYRO closes at $29.70 (5/25/16)
GYRODYNE LLC (GYRO)
Last Trade [tick] 29.7000 [-]
Volume 27,443
Net Change 1.6723
Net Change % 5.97%
52 Week High 33.7600 on 09/10/2015
Day High 29.9900
Day Low 28.5100
Prev Close Price 28.0277
Gyrodyne Declares $9.25 Per Share Special Dividend (5/26/16)
ST. JAMES, N.Y., May 26, 2016 /PRNewswire/ -- Gyrodyne, LLC (NASDAQ: GYRO), an owner and manager of a diversified portfolio of real estate properties ("Gyrodyne"), announced today that its Board of Directors has declared a special cash dividend in the amount of $13,714,790 or $9.25 per share. The dividend consists of net proceeds from the recently consummated sale of Gyrodyne's Fairfax Medical Center in Fairfax, Virginia and the sale of two buildings in the Port Jefferson Professional Park. The dividend is payable on June 15, 2016 to shareholders of record as of June 6, 2016.
At $9.25 per share, the dividend represents approximately 33% of Gyrodyne's closing stock price on May 25, 2016. Pursuant to NASDAQ rules, when a dividend is declared in a per share amount that exceeds 25% of a company's stock price, the date on which that company's shares will begin to trade without the dividend, or ex-dividend, is the first business day following the payable date. The Company understands from NASDAQ that, because the dividend is expected to exceed 25% of the Company's share price, NASDAQ will apply this rule, and the Company expects, in accordance with this rule, that the ex-dividend date as set by NASDAQ will be June 16, 2016, the first business day following the payable date for the dividend. Shareholders of record on the record date who sell their shares prior to the ex-dividend date will not receive the special cash dividend. The record date for the special one-time cash dividend is the close of business on June 6, 2016.
Fred Braun III, President and CEO of Gyrodyne, said, "Today's dividend declaration marks another important milestone in Gyrodyne's strategic plan. Over the past few years, Gyrodyne has positioned itself for one or more liquidity events that will maximize shareholder value. Gyrodyne intends to continue making special dividends as it executes on its strategic plan. We look forward to implementing and executing additional events that will provide liquidity and value to our shareholders."
Gyrodyne is currently exploring certain enhancements of its Flowerfield and Cortlandt Manor properties in an effort to maximize the value of those properties prior to their ultimate disposition. There can be no assurance concerning the type, form, structure, nature, results, timing or terms and conditions of any transaction that may result from the Company's enhancement efforts. The Company does not expect to pay quarterly or annual dividends, but rather special dividends as proceeds are generated from transactions during the liquidation process.
About Gyrodyne, LLC
Gyrodyne, LLC owns and manages a diversified portfolio of real estate properties comprising office, industrial and service-oriented properties primarily in the New York metropolitan area. Gyrodyne, LLC owns a 68 acre site approximately 50 miles east of New York City on the north shore of Long Island, which includes industrial and office buildings and undeveloped property which is the subject of development plans. Gyrodyne, LLC also owns medical office buildings in Port Jefferson Station, New York and Cortlandt Manor, New York. Gyrodyne, LLC (through a wholly-owned subsidiary) is also a limited partner in Callery Judge Grove, L.P., the only asset of which consist of potential future payments upon the achievement of certain development benchmarks by the purchaser in the 2013 sale by the partnership of an undeveloped 3,700 plus acre property in Palm Beach County, Florida. Gyrodyne, LLC's common shares are traded on the NASDAQ Stock Market under the symbol GYRO. Additional information about Gyrodyne, LLC may be found on its web site at www.gyrodyne.com.
http://www.prnewswire.com/news-releases/gyrodyne-declares-925-per-share-special-dividend-300275765.html
Gyrodyne Announces Completion of Sale of Fairfax Medical Center (5/06/16)
ST. JAMES, N.Y., May 6, 2016 /PRNewswire/ -- Gyrodyne, LLC (NASDAQ: GYRO), an owner and manager of a diversified portfolio of real estate properties ("Gyrodyne"), today announced that it completed the sale of its Fairfax Medical Center in Fairfax, Virginia for a gross sale price of $14.015 million (the "Purchase Price"), or approximately $243.23 per square foot, to JAG Associates, L.L.C., a Virginia limited liability company. Fairfax Medical Center consists of two office buildings situated on 3.5 acres with 57,621 square feet of rentable space.
Gyrodyne's predecessor, Gyrodyne Company of America, Inc. (the "Corporation") acquired Fairfax Medical Center on March 31, 2009 for a purchase price of $12.891 million (or $224 per square foot), of which $4.891 million was paid in cash and $8 million was financed. The acquisition of this property qualified for the deferral treatment under Section 1033 of the Internal Revenue Code and completed the tax-efficient reinvestment of the $26.3 million advance payment received in connection with the condemnation of 245 acres of Gyrodyne's Flowerfield property. The balance of the mortgage loan was prepaid in full in December 2012 and assumed by a subsidiary of the Corporation which was settled in full as part of the August 31, 2015 merger of the Corporation and Gyrodyne Special Distribution, LLC into Gyrodyne.
Frederick C. Braun III, Chief Executive Officer of Gyrodyne, stated: "We're pleased to announce this very successful conclusion to our efforts to sell our Fairfax property. This is but one further step in implementing our strategic plan of an orderly liquidation over a reasonable period of time. We will now continue that process. Our Board of Directors will also consider an appropriate special dividend to our shareholders, which we hope to announce at our annual shareholders meeting on June 3, if not sooner."
Gyrodyne had previously announced the completion of the sale of two buildings in its Port Jefferson Professional Park, and the execution of purchase and sale agreements to sell a third and fourth building in the Park.
About Gyrodyne, LLC
Gyrodyne, LLC owns and manages a diversified portfolio of real estate properties comprising office, industrial and service-oriented properties primarily in the New York metropolitan area. Gyrodyne, LLC owns a 68 acre site approximately 50 miles east of New York City on the north shore of Long Island, which includes industrial and office buildings and undeveloped property which is the subject of development plans. Gyrodyne, LLC also owns medical office buildings in Port Jefferson Station, New York and Cortlandt Manor, New York. Gyrodyne, LLC (through a wholly-owned subsidiary) is also a limited partner in Callery Judge Grove, L.P., the only asset of which consist of potential future payments upon the achievement of certain development benchmarks by the purchaser in the 2013 sale by the partnership of an undeveloped 3,700 plus acre property in Palm Beach County, Florida. Gyrodyne, LLC's common shares are traded on the NASDAQ Stock Market under the symbol GYRO. Additional information about Gyrodyne, LLC may be found on its web site at www.gyrodyne.com.
http://www.prnewswire.com/news-releases/gyrodyne-announces-completion-of-sale-of-fairfax-medical-center-300264557.html
Grove may begin producing value in 2017
Development/Redevelopment Opportunties
Real Estate Disposition Update (2/04/16)
Gyrodyne, LLC, a New York limited liability company (the “Company”), has announced that its wholly-owned subsidiary Virginia Healthcare Center, LLC, a Virginia limited liability company (“VHC), has entered into a Purchase and Sale Agreement (the “Agreement”) effective as of February 4, 2016 (the “Effective Date”) to sell the Fairfax Medical Center in Fairfax, Virginia for a purchase price of $14,315,000 to JAG Associates, L.L.C., a Virginia limited liability company (“JAG”).
The material terms of the Agreement provide for: (i) an initial earnest money deposit in the amount of $250,000 payable by JAG to the escrow agent within five business days following the Effective Date that will be applied to the purchase price at closing; (ii) an evaluation period that will expire on April 4, 2016, during which time JAG shall have the right to terminate the Agreement by written notice to VHC, for any reason or no reason, prior to the expiration of the evaluation period, in which case JAG will have the right to receive a refund of its initial $250,000 earnest money deposit; (iii) if the Agreement is not terminated on or prior to April 4, 2016, JAG will be obligated to deliver an additional earnest money deposit to the escrow agent in the amount of $250,000, which together with the initial earnest money deposit will be applied toward the purchase price at closing; (v) unless JAG terminates the Agreement on or prior to April 4, 2016, the closing shall occur on the 30th day following the expiration of the evaluation period, or May 4, 2016. The Agreement also contains additional customary covenants, conditions, representations and warranties.
The Company also announced the consummation of the sale of two buildings in its Port Jefferson Professional Park, and the execution of a purchase and sale agreement to sell a third building in the Park, by its wholly-owned subsidiary GSD Port Jefferson, LLC, a New York limited liability company (“GSD Port Jefferson”).
The two sale transactions that closed are set forth below, and were consummated pursuant to previously executed purchase and sale agreements between GSD Port Jefferson and the respective purchasers below:
5 Medical Drive, Port Jefferson Station, New York, sold on December 30, 2015 for $760,000 to United Sleep Diagnostics, Inc., a New York corporation.
6 Medical Drive, Port Jefferson Station, New York, sold on January 13, 2016 for $850,000 to Six Med Realty, LLC, a New York limited liability company.
As referenced above, the Company also entered into a Purchase and Sale Agreement dated as of February 10, 2016 to sell the real property known as 4 Medical Drive, Port Jefferson Station, New York for $900,000 to 4 Medical Drive Associates LLC, subject to an evaluation period that will expire on April 10, 2016, during which time the purchaser shall have the right to terminate the agreement by written notice to GSD Port Jefferson, for any reason or no reason, in which case the purchaser will have the right to receive a refund of its $90,000 deposit. Unless so terminated, the agreement provides for a closing on or before May 25, 2016.
http://www.sec.gov/Archives/edgar/data/1589061/000143774916025308/gyrllc20160211_8k.htm
Great idea!
I'm glad someone has finally validated my thoughts from last July.
Investing With An Edge: Gyrodyne (2/16/16)
Summary
•Gyrodyne is a small company with an interesting history. It is liquidating.
•Investors at today's prices should do well in the liquidation, but there are a few upside possibilities that could result in them doing very well.
•Gyrodyne is small and liquidity is limited. Limit orders and patience are best for these types of situations.
This is the latest in my "Investing with an Edge" series. For more on the series, please see here.
Company: Gyrodyne (NASDAQ:GYRO). Reasons for opportunity: liquidation, small size
Note: GYRO's market cap is small at ~$40m, and shares are rather illiquid with only ~5k ($130k) trading hands per day and often with a wide bid-ask. Illiquidity and wide spreads generally call for limit orders.
Gyrodyne is a company with an interesting history. In 2005, SUNY Stony Brook used eminent domain to take 245.5 acres from GYRO for $26.3m. Gyrodyne argued that this payment was not enough and eventually won a huge trial award against the state of New York. You can read a bit more background on the company and trial history here. Soon, none of that history will matter because GYRO is in the process of liquidating and has already paid most of that cash to its shareholders.
This series has covered liquidations before because they tend to be overlooked opportunities given the lack of a natural buying constituency and their returns are relatively uncorrelated to the market. GYRO is no different: shares currently trade at <$27 per share, and the company's most recent estimate of liquidation value is $31.24/share (see p. 35 of its most recent 10-Q).
There could actually be upside to that $31.24 number. The upside could come from two places: lower expenses and higher sales proceeds.
The first upside source is from lower expenses than estimated: liquidations tend to slightly overestimate the costs it will require to complete a liquidation. It's actually in management's best interest to do so. In general, management is paid a bonus for liquidating more than they originally estimate, so slightly overestimating costs to liquidate can result in better returns from them when they beat their cost target. In addition, liquidation management teams are generally praised if they come up with a better liquidation result than they estimated and sued if the results are worse, so it's normally better to be conservative on expenses.
The second source of upside could come from selling assets at a better than anticipated result. All of the same incentives mentioned in the cost piece apply here as well: management is better served being conservative and beating estimates than it is being aggressive in their estimates. We already have some indication that their initial estimates might be conservative: page 39 of their 10-Q states they entered into a sale agreement for one of their remaining properties after the quarter closed and the "sales price for the Properties exceed the December 2014 pro-rata appraised value of the buildings in the Port Jefferson Professional Park." In addition, the company has valued two of its properties (Flowerfield and Cortlandt Manor) at their current liquidation value, but the company is considering ways to increase their value by realizing their "highest and best" use. Flowerfield is a 68 acre site that is currently zoned for light industry and mostly undeveloped: if the company is successful in getting it rezoned or otherwise getting development, it could significantly increase the site's value and result in additional upside to shareholders.
While lower expenses or higher sales prices would be nice, investors don't really need any of that to profit from a purchase at today's price. If the company's marks prove accurate and it can liquidate by its stated timeline of year-end 2016, investors would be looking at a solid return with almost no correlation to the market.
Is it possible the process drags out later than 2016? Of course, but if that were to happen, it's likely because the company has found a way to increase one of its properties' value and shareholders are likely to end up doing better than if the company had been liquidated faster.
There are, of course, risks here. Namely, the liquidation could be more costly than estimated, the properties could go for less than estimated, or the liquidation could simply take significantly longer than originally estimated. With 20% of the company's assets already in cash and marketable securities and more coming soon as Port Jefferson is sold, investors at today's prices are well rewarded for taking those risks.
Additional reading: GYRO liquidation proxy 7/1/14; Supplement to proxy 7/1/15 (see p. 19 for estimates of expenses to liquidate)
http://seekingalpha.com/article/3898196-investing-edge-gyrodyne
Lloyd I. Miller, III is no longer a 5-percent owner.
https://www.sec.gov/Archives/edgar/data/44689/000114420416078750/v430435_sc13ga.htm
Michael Price beneficially owns 35,465 shares (9/30/15)
Paid an average price of $31.44 per share.
http://www.gurufocus.com/news/380472/michael-price-buys-shares-in-plains-gp-holdings-msb-financial-boardwalk-pipeline-partners-
The story details one share less than Form 13F.
http://www.sec.gov/Archives/edgar/data/918537/000091853715000006/xslForm13F_X01/Price13F3Q15xmldata.xml
Poplar Point Capital Management LLC beneficially owns 179,904 shares (12/30/15)
Controls 12.1 percent.
http://www.sec.gov/Archives/edgar/data/1588273/000114420415073453/v428114_sc13ga.htm
Poplar Point Capital Management LLC beneficially owns 74,222 shares (10/01/15)
Controls 5 percent.
http://www.sec.gov/Archives/edgar/data/1588273/000114420415058842/v421934_sc13g.htm
Bulldog Investors LLC owned 297,281 shares or 20.05 percent of the predecessor company back in 2012.
http://www.sec.gov/Archives/edgar/data/44689/000136477312000002/third.txt
All shares were sold by 12/27/13.
http://www.sec.gov/Archives/edgar/data/44689/000146218014000001/thirda.txt
Bulldog Investors LLC beneficially owns 103,707 shares (9/01/15)
Controls 6.99 percent.
Poplar Point Capital Management LLC beneficially owns 41,427 shares (4/28/15)
Controls 2.8 percent.
http://www.sec.gov/Archives/edgar/data/44689/000114420415027574/v409452_sc13ga.htm
Filed 10/08/15 under Gyrodyne Company of America, Inc., not Gyrodyne, LLC.
[From the Department of Corrections]
GYRO below $30.42 represents a discount to the subscription price paid in the rights offering.
The final exchange ratio was .0904 shares and not .09 as previously disclosed in company filings.
Towerview Llc New Position in Gyrodyne Company of America, Inc. (NASDAQ:GYRO)
Towerview Llc has filled a SC 13G form regarding Gyrodyne Filing Link: 000114036115034136. Per Towerview Llc’s filing, the filler now owns 6% of the company, holding 88,535 shares.
Gyrodyne Company of America, Inc. (NASDAQ:GYRO) is a newly disclosed equity position for this institutional investor and the filing was required due to activity on September 1, 2015. This most probably shows Towerview Llc’s confidence and optimism in the future of the company.
Form 13G is used when the filer owns between 5% and 20% of the company and plans to hold it only as a passive investor. If the filler intend to exert control and if the stake’s size exceeds 20%, then a 13D must be filed. Therefore, activist investors and practices such as: hostile takeovers, company breakups, and other “change of control” events, are not permitted by 13G filers.
http://www.octafinance.com/towerview-llc-just-reported-giant-gyrodyne-stake/183718/#ixzz3kq3dNrrw
The number of common shares outstanding in Gyrodyne following the merger is 1,482,680.
http://www.gyrodyne.com/investor.php?go=download&file=FORM_8K_-_090115.pdf
Marker:
Gyrodyne, Llc (GYRO)
$31.00 up 0.5 (1.64%)
Volume: 4,769
TowerView LLC owns 88,535 shares (9/01/15)
Controls 6.0 percent.
http://www.sec.gov/Archives/edgar/data/1166573/000114036115034136/formsc13g.htm
New GYRO closes at $30.39.
GYRODYNE LLC (GYRO)
Last Trade [tick] 30.3900[+]
Volume 163,570
Open 29.7000
Day High 30.8400
Day Low 27.3500
Volume traded represents 11 percent of outstanding shares.
Equivalent to $2.7351 per "Oldco" share.
GYRO below $30.56 represents a discount to the subscription price paid in the rights offering.
Opens at $29.70 (or $2.67 per equivalent Oldco share)
Former holders of GSD common membership interests and Dividend Notes will likely sell out.
Gyrodyne Merger Completed (9/01/15)
Gyrodyne, LLC Shares Begin Trading on NASDAQ
ST. JAMES, N.Y., Sept. 1, 2015 /PRNewswire/ -- Gyrodyne, LLC (NASDAQ: GYRO), a New York limited liability company ("Gyrodyne"), today announced the completion of the previously announced merger of Gyrodyne Company of America, Inc. (the "Corporation") and Gyrodyne Special Distribution, LLC ("GSD") into Gyrodyne.
Gyrodyne is the surviving company in the merger, which terminated the existence of the Corporation and GSD. Gyrodyne also announced the commencement of trading today of common shares of Gyrodyne on the NASDAQ Stock Market under the symbol "GYRO". The number of common shares outstanding in Gyrodyne following the merger is 1,482,680. As more fully described below, each share of the Corporation was converted into .0904 shares of Gyrodyne pursuant to the merger. The common shares of Gyrodyne will have a new CUSIP number of 403829 104.
Shareholders of record of the Corporation will receive a letter of transmittal and instructions on how to surrender their share certificates in exchange for Gyrodyne common shares and should wait to receive the letter of transmittal before surrendering their share certificates.
The merger was approved by the shareholders of the Corporation on August 20, 2015. The final voting results indicate that more than 99 percent of the votes cast at the special meeting voted in favor of the merger, representing more than 76 percent of all outstanding shares of Corporation common stock.
The merger completes the plan of liquidation for purposes of the Internal Revenue Code. It results in holders of common stock of the Corporation receiving approximately 22.6% (335,086 shares) of the common shares of Gyrodyne in the aggregate (.0904 common share of Gyrodyne per share of Corporation common stock), holders of interests in nontransferable dividend notes issued by the Corporation receiving approximately 30.0% (444,804 shares) of the common shares of Gyrodyne in the aggregate (.025 common share of Gyrodyne per $1.00 principal amount of the dividend notes issued in January 2014 and the dividend notes issued in December 2014, together, in each case, with any interest thereon paid in kind in the form of additional notes), and holders of nontransferable interests in GSD receiving approximately 47.4% (702,790 shares) of the common shares of Gyrodyne in the aggregate (.474 common share of Gyrodyne per GSD interest).
Paul L. Lamb, who continues as Chairman of the Board of Directors of Gyrodyne, stated: "The consummation of the merger represents a major step toward accomplishing our strategic goal of maximizing the value of our real estate interests through an orderly sale over time."
Frederick C. Braun III, who continues as President and Chief Executive Officer of Gyrodyne, stated: "The merger aligns the shareholder base of Gyrodyne while fortifying its balance sheet and providing liquidity to the note holders and the shareholders of GSD."
About Gyrodyne, LLC
Gyrodyne, LLC owns and manages a diversified portfolio of real estate properties comprising office, industrial and service-oriented properties primarily in the New York metropolitan area. Gyrodyne, LLC owns a 68 acre site approximately 50 miles east of New York City on the north shore of Long Island, which includes industrial and office buildings and undeveloped property which is the subject of development plans. Gyrodyne, LLC also owns medical office buildings in Port Jefferson Station, New York, Cortlandt Manor, New York and Fairfax, Virginia. Gyrodyne, LLC (through a wholly-owned subsidiary) is also a limited partner in Callery Judge Grove, L.P., the only assets of which consist of potential future payments upon the achievement of certain development benchmarks by the purchaser in the 2013 sale by the partnership of an undeveloped 3,700 plus acre property in Palm Beach County, Florida. Gyrodyne, LLC's common shares are traded on the NASDAQ Stock Market under the symbol GYRO. Additional information about Gyrodyne, LLC may be found on its web site at www.gyrodyne.com.
http://www.prnewswire.com/news-releases/gyrodyne-merger-completed-300136008.html
GYRO hits new 52-week low (8/31/15)
GYRODYNE COMPANY OF AMERICA INC (GYRO)
Last Trade [tick] 2.8007[+]
Volume 4,200
Net Change -0.0493
Net Change % -1.73%
Day High 14.9400
Day Low 14.1200
52 Week High 5.5800 on 09/09/2014
52 Week Low 2.7700 on 08/31/2015
(25-NSE)
Date : 08/31/2015 @ 4:01PM
Source : Edgar (US Regulatory)
Stock : Gyrodyne Company of America, Inc. (MM) (GYRO)
Quote : $2.8007 -0.0493 (-1.73%) @ 5:20PM
FORM 25
NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.
http://ih.advfn.com/p.php?pid=nmona&article=68350771
Volatility should produce a buying opportunity.
I anticipate that many Legacy Holders who find an new $30-plus security in the brokerage account will sell.
Gyrodyne Company Of America, Inc. Shareholders Approve Merger (8/20/15)
Merger expected to close on or about August 31, 2015
ST. JAMES, N.Y., Aug. 20, 2015 /PRNewswire/ -- Gyrodyne Company of America, Inc. (NASDAQ: GYRO) shareholders today voted to authorize the previously announced plan of merger providing for the merger of Gyrodyne Company of America, Inc. ("Gyrodyne") and Gyrodyne Special Distribution, LLC ("GSD") into Gyrodyne, LLC, a New York limited liability company. In a preliminary count of the voting results, more than 99 percent of votes cast at the special meeting voted in favor of the transaction, representing more than 76 percent of all outstanding Gyrodyne shares. Gyrodyne expects the merger will close on or about August 31, 2015, pending receipt of approval by NASDAQ for trading of the Gyrodyne, LLC limited liability company interests or such later date as such approval is received, but not later than September 12, 2015. The merger remains subject to certain customary closing conditions.
The merger, which will effect the completion of the plan of liquidation for purposes of the Internal Revenue Code, will result in holders of Gyrodyne common stock receiving approximately 22.6% (335,086 shares) of the common shares of Gyrodyne, LLC in the aggregate (.09 common share of Gyrodyne, LLC per share of Gyrodyne common stock), holders of nontransferable Dividend Notes receiving approximately 30.0% (444,804 shares) of the common shares of Gyrodyne, LLC in the aggregate (.025 common share of Gyrodyne, LLC per $1.00 principal amount of the Dividend Notes issued in January 2014 and the Dividend Notes issued in December 2014, together, in each case, with any interest thereon paid in kind in the form of additional Dividend Notes), and holders of nontransferable interests in GSD receiving approximately 47.4% (702,790 shares) of the common shares of Gyrodyne, LLC in the aggregate (.47 common share of Gyrodyne, LLC per GSD interest).
Paul L. Lamb, Chairman of the Board of Directors of Gyrodyne, stated, "Today's approval of the merger by Gyrodyne shareholders brings us one step closer to effecting a key part of the long-term plan to maximize the value of our real estate interests in an orderly liquidation over time. After the merger, we will continue to look for opportunities to accomplish that goal."
Frederick C. Braun III, President and Chief Executive Officer of Gyrodyne, stated, "We know this has been a complex and lengthy process. We look forward to the merger and to moving forward with a simplified, more understandable structure. Of course, while nobody can predict the ultimate values of Gyrodyne with certainty, we will work hard to maximize them. We note that prior to the merger, holders of GSD interests and Dividend Notes have not been able to freely transfer or sell these interests. Following the merger, such holders will own approximately 77.4% of Gyrodyne, LLC. To the extent these holders were to seek liquidity immediately after the merger, substantial volatility in share price and volume could result."
The plan of merger was announced on December 20, 2013. The final voting results will be disclosed in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission later today.
About Gyrodyne Company of America, Inc.
Gyrodyne, a real estate investment trust, manages the business and properties of Gyrodyne Special Distribution LLC ("GSD"), pursuant to GSD's limited liability company agreement which provides that Gyrodyne has the sole and absolute discretion regarding the management and affairs of GSD in its capacity as GSD's managing member. GSD owns a diversified portfolio of real estate properties comprising office, industrial and service-oriented properties primarily in the New York metropolitan area, subject to related mortgage debt in favor of Flowerfield Mortgage Inc. ("FMI"), with Flowerfield Properties, Inc. ("FPI") having the contractual right to manage the business and properties of GSD. FMI and FPI are both subsidiaries of Gyrodyne. GSD owns a 68 acre site approximately 50 miles east of New York City on the north shore of Long Island, which includes industrial and office buildings and undeveloped property which is the subject of development plans. GSD also owns medical office buildings in Port Jefferson Station, New York, Cortlandt Manor, New York and Fairfax, Virginia. FPI is also a limited partner in Callery Judge Grove, L.P., the only assets of which consist of potential future payments upon the achievement of certain development benchmarks by the purchaser in the 2013 sale by the partnership of an undeveloped 3,700 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 www.gyrodyne.com.
http://www.prnewswire.com/news-releases/gyrodyne-company-of-america-inc-shareholders-approve-merger-300131197.html
Proxy Supplement (8/17/15)
http://www.sec.gov/Archives/edgar/data/44689/000157104915006765/t1501902-x1_defa14a.htm
Location is down the street from HQ.
Flowerfield Celebrations
Mills Pond Road
Saint James, New York 11780
GYRO sold the property to the business years ago.
Do you know where this shareholder meeting is being held for GYRO on aug 20th?
Flowerfield Appraisal Report (10/01/08)
http://www.gyrodyne.com/documents/home/4216_001.pdf
Lloyd I. Miller, III owns 187,772 shares (7/15/15)
Controls 5.1 percent.
http://www.sec.gov/Archives/edgar/data/44689/000114420415043002/v415721_sc13g.htm
Proxy Solicitation Letter (7/17/15)
http://www.sec.gov/Archives/edgar/data/44689/000157104915005674/t1501643x1_defa14a.htm
Management appears focused on capturing every possible vote.
Special Meeting to held 8/20/15 at 11:00.
Flowerfield Celebrations
Mills Pond Road
Saint James, New York 11780
Merger of Gyrodyne and Gyrodyne Special Distribution, LLC into Gyrodyne LLC.
(a) each share of Gyrodyne Common Stock issued and outstanding (including any such shares that are owned by Gyrodyne as treasury stock) immediately prior to the Effective Time (other than Dissenting Shares) shall be converted into 0.09 validly issued LLC Shares (representing such shares’ pro rata share of 22.6% of the LLC Shares in the aggregate, giving effect to consummation of the Merger), or as otherwise shall be determined by the Board of Directors of Gyrodyne and announced at least ten days prior to Gyrodyne’s annual meeting of shareholders or such other meeting of shareholders at which shareholders of Gyrodyne shall consider and act upon this Plan of Merger;
(b) each common membership interest of GSD issued and outstanding immediately prior to the Effective Time will be converted into 0.47 validly issued LLC Shares (representing such shares’ pro rata share of 47.4% of the LLC Shares in the aggregate, giving effect to consummation of the Merger), or as otherwise shall be determined by the Board of Directors of Gyrodyne and announced at least ten days prior to Gyrodyne’s annual meeting of shareholders or such other meeting of shareholders at which shareholders of Gyrodyne shall consider and act upon this Plan of Merger;
(c) each $1.00 of principal amount of the outstanding Dividend Notes at the Effective Time shall be redeemed by issuance of 0.025 validly issued LLC Shares (representing such Dividend Notes’ pro rata share (based on the aggregate amount of Dividend Notes) of 30.0% of the LLC Shares in the aggregate, giving effect to consummation of the Merger), or as otherwise shall be determined by the Board of Directors of Gyrodyne and announced at least ten days prior to Gyrodyne’s annual meeting of shareholders or such other meeting of shareholders at which shareholders of Gyrodyne shall consider and act upon this Plan of Merger;
http://www.sec.gov/Archives/edgar/data/44689/000157104915005416/t1501502-defa14a.htm
The Gyrodyne Story
To appreciate Gyrodyne’s position today and what its board and management expect to achieve, we need to briefly look back to 1946 when Peter James Papadakos purchased the assets of the bankrupt Bendix Helicopter Company and leased space at the small Fitzmaurice (Air) Field in Massapequa, where development continued on the coaxial rotor helicopter. Fast forward to 1951 when operations were moved to St. James and a location called Flowerfield, not surprisingly used previously as a flower nursery. Manufacturing continued on the Company’s coaxial helicopters in an aggressive fashion, and by 1963, there were over 700 employees worldwide, many of whom supported the Drone Anti-Submarine Helicopter (DASH) Weapons System. However, the ensuing years witnessed a decline in government contracts for Gyrodyne and beginning in 1972, some of the former manufacturing space was converted into smaller rental units suitable for light industry. In 1999, the remaining assets of the drone program were sold with much of the continuing interest concentrated overseas. Despite the extremely active drone programs currently underway both militarily and in private industry, the last Gyrodyne designed drone had flown its final flight in 2006. For additional and very detailed and documented information on the Company’s history and manufacturing, visit the following website: www.gyrodynehelicopters.com
At the same time Gyrodyne was slowing down its manufacturing operations, rental demand for its facilities was increasing. Prior to New York State’s condemnation action in the Fall of 2005, Gyrodyne had approximately 180,000 square feet of space available for lease. In November of 2005, New York State through the powers of eminent domain took 245 acres and the buildings located thereon, reducing our rentable space to 130,000 square feet. The State paid Gyrodyne $26 million for the property, which Gyrodyne treated as an advance payment as it pursued an action against the State for just compensation.
Shortly thereafter, and in order to minimize corporate-level taxes, Gyrodyne was converted into a real estate investment trust, or REIT, and in accordance with REIT provisions, we invested the initial $26 million of condemnation proceeds in income producing properties located in Port Jefferson, Cortlandt Manor & Fairfax, Virginia.
After extensive litigation and the appeals process, on July 3, 2012, Gyrodyne received $98,685,000 in additional damages, $67,341,716 in interest and $1,474,941 for costs, disbursements and expenses. On December 14, 2012, we paid a dividend of $56,786,652 or $38.30 per share.
Shortly after receiving monies from the State in July, we launched a strategic process with the help of Rothschild, Inc. and the law firm of Skadden, Arps, Slate, Meagher & Flom, LLP to maximize shareholder value through one or more cash distributions and/or through a potential sale, merger or other strategic combination. During that process and in early 2013, we requested and ultimately received from the Internal Revenue Service a private letter ruling which enabled Gyrodyne to distribute the full $98.7 million of additional damages to our shareholders while avoiding a corporate level federal income tax of $61.6 million. The private letter ruling was received in late August resulting in the Board’s press release of September 13, 2013, and the announcement of a special dividend. The First Special Dividend was paid on December 30, 2013 in the form of $68 million or $45.86 per share in cash with the balance of $30.7 million or $20.70 per share paid in uncertificated shares of a newly formed subsidiary, Gyrodyne Special Distribution, LLC (GSD) into which we transferred our real properties shortly before the distribution. While the strategic process did not result in an offer to buy the Company that the board considered acceptable, during 2012 and 2013, we were successful in distributing cash dividends of approximately $125 million to our shareholders.
In addition, on January 31, 2014, Gyrodyne issued the Second Special Dividend via interests in a global dividend note to our shareholders in the amount of $16,150,000 representing the major portion of Gyrodyne’s 2013 REIT income, the per share interest in the note amounting to $10.89. The note bears interest @ 5% payable semi-annually in cash, or by the issuance of additional PIK (payment in kind) notes. On June 16, 2014, we issued a PIK note in the amount or $302,813 and on December 15, 2014 another PIK Note in the amount of $403,750 in payment of accrued interest. A small cash payment was made on December 15th representing interest on the June 16th note. Lastly, on December 31st, we issued a special supplemental dividend in the form of a PIK note in the amount of $682,032.80, which was intended to prevent the imposition of federal corporate income tax on the balance of the Company’s 2013 REIT taxable income.
To further enhance the value of the special dividends, the Board also approved a plan of merger which requires the approval of shareholders holding at least two-thirds of our shares, and if completed in a timely manner (September 2015), will allow the special dividends to be treated as a return of capital to the extent of the shareholders’ tax basis and then taxed at capital gains rates. During 2014, efforts to achieve that merger, first on August 14th, then August 27th each failed to achieve the requisite two-thirds affirmative vote although the proxies submitted were overwhelmingly (97%) in favor of the merger. Effective May 18, 2015, we will begin a Rights Offering, the major purpose of which is to achieve the necessary two-thirds vote of the Company’s outstanding shares. We expect that in the third quarter, we will once again provide proxy material and ask our shareholders to approve a merger whereby Gyrodyne Company of America, Inc. and GSD will be merged with Gyrodyne, LLC, a newly formed subsidiary, which will be the surviving company and is intended to be publicly traded. The merger will facilitate the final step in the tax liquidation of Gyrodyne while simplifying the corporate structure and interrelationships of Gyrodyne and GSD, and restoring liquidity to GSD and the dividend notes.
As mentioned in some of the Company’s previously posted SEC filings, we are also attempting to sell our medical properties while analyzing the highest and best use for the development of the open Flowerfield acreage.
http://www.gyrodyne.com/
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Gyrodyne, LLC owns and manages a diversified portfolio of real estate properties comprising office, industrial and service-oriented properties primarily in the New York metropolitan area. Gyrodyne, LLC owns a 68 acre site approximately 50 miles east of New York City on the north shore of Long Island, which includes industrial and office buildings and undeveloped property which is the subject of development plans. Gyrodyne, LLC also owns medical office buildings in Port Jefferson Station, New York, Cortlandt Manor, New York and Fairfax, Virginia. Gyrodyne, LLC (through a wholly-owned subsidiary) is also a limited partner in Callery Judge Grove, L.P., the only assets of which consist of potential future payments upon the achievement of certain development benchmarks by the purchaser in the 2013 sale by the partnership of an undeveloped 3,700 plus acre property in Palm Beach County, Florida. Gyrodyne, LLC's common shares are traded on the NASDAQ Stock Market under the symbol GYRO. Additional information about Gyrodyne, LLC may be found on its web site at www.gyrodyne.com
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