-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OtNqtVwhvsy3WzjrqCRstW1BBt2nmxJjkz5k+bpZ3ZNBotX+TVX4o5TvsK6COZG/ WWL+UY8nuYijcSYbDaeVKA== 0000896017-08-000004.txt : 20081107 0000896017-08-000004.hdr.sgml : 20081107 20081107145839 ACCESSION NUMBER: 0000896017-08-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081107 DATE AS OF CHANGE: 20081107 GROUP MEMBERS: BDEMO@BULLDOGINVESTORS.COM GROUP MEMBERS: RDAS@BULLDOGINVESTORS.COM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GYRODYNE CO OF AMERICA INC CENTRAL INDEX KEY: 0000044689 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 111688021 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33650 FILM NUMBER: 081170799 BUSINESS ADDRESS: STREET 1: 1 FLOWERFIELD STREET 2: SUITE 24 CITY: ST JAMES STATE: NY ZIP: 11780 BUSINESS PHONE: 6315845400 MAIL ADDRESS: STREET 1: 1 FLOWERFIELD STREET 2: SUITE 24 CITY: ST JAMES STATE: NY ZIP: 11780 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OPPORTUNITY PARTNERS L P CENTRAL INDEX KEY: 0000896017 IRS NUMBER: 113132092 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLESANTVILLE STATE: NY ZIP: 10570 BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SC 13D/A 1 thirda2.txt DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 10/28/08 1. NAME OF REPORTING PERSON Bulldog Investors, Phillip Goldstein, Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS NA 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER 225,246 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 225,246 ________________________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 225,246 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 17.46% 14. TYPE OF REPORTING PERSON NA ___________________________________________________________ This statement constitutes Amendment #10 to the Schedule 13d filed on December 26, 2007. Except as specifically set forth herein, the Schedule 13d remains unmodified. Item 4 is amended as follows: PURPOSE OF TRANSACTION The filing persons have entered into an agreement with the issuer pursuant to which Mr. Naveen Bhatia will be nominated to serve on the issuer's Board of Directors. A press release relating to the agreement was issued by the issuer on October 28, 2008. Item 5 is amended as follows: Item 5. INTEREST IN SECURITIES OF THE ISSUER a. As per the 10Q filed on 8/11/08 there were 1,289,878 shares of common stock outstanding as of 6/30/08. The percentages set forth in this item were derived using such number. Bulldog Investors, a group of investment funds, Phillip Goldstein and Andrew Dakos beneficially own in aggregate 225,246 shares of Gyrodyne or 17.46% of the outstanding shares. b. Power to dispose and vote securities resides either with Mr. Goldstein, Mr. Dakos or with clients. c. The following shares were purchased in the last 60 days: None d. Beneficiaries of accounts managed by Mr. Goldstein and Mr. Dakos are entitled to receive any dividend and sales proceeds. e. NA After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: 10/28/08 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /s/ Andrew Dakos Name: Andrew Dakos -----END PRIVACY-ENHANCED MESSAGE-----