-----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, P9zAiOxP0XuK0fABIJsgZIjZQ6mZM9+nXvEFHE4bboespHbeUylKe0mVmitx0n/s ChGS/WmQBI7bsEdL1uk1Gg== 0000897226-06-000097.txt : 20060214 0000897226-06-000097.hdr.sgml : 20060214 20060214162321 ACCESSION NUMBER: 0000897226-06-000097 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 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: 0430 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33650 FILM NUMBER: 06615604 BUSINESS ADDRESS: STREET 1: 102 FLOWERFIELD ST CITY: ST JAMES STATE: NY ZIP: 11780 BUSINESS PHONE: 6315845400 MAIL ADDRESS: STREET 2: 17 FLOWERFIELD SUITE 15 CITY: ST JAMES STATE: NY ZIP: 11780 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRIVATE CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0000897226 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 593654603 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 8889 PELICAN BAY BLVD STREET 2: STE 500 CITY: NAPLES STATE: FL ZIP: 34108 BUSINESS PHONE: 9412542525 MAIL ADDRESS: STREET 1: 8889 PELICAN BAY BLVD STREET 2: STE 500 CITY: NAPLES STATE: FL ZIP: 34108 FORMER COMPANY: FORMER CONFORMED NAME: PRIVATE CAPITAL MANAGEMENT INC /FL DATE OF NAME CHANGE: 19950223 SC 13G/A 1 gyro.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment No. 8 (Name of Issuer) GYRODYNE CO OF AMERICA (Title of Class of Securities) Common Stock (CUSIP Number) 403820103 Rule 13d-1(c) (Bruce Sherman) 13d-1(b) (Private Capital Management, L.P.) See Exibit A (Joint Filing Agreement) NAME OF REPORTING PERSON Bruce S. Sherman I.R.S. IDENTIFICATION NO. MEMBER OF A GROUP? (b) X CITIZENSHIP U.S. Citizen NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER 130837 SHARED VOTING POWER 70025 SOLE DISPOSITIVE POWER 130837 SHARED DISPOSITIVE POWER 70025 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200862 AGGREGATE AMOUNT BENEFICIALLY OWNED EXCLUDES CERTAIN SHARES (no) PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY OWNED 16.3% TYPE OF REPORTING PERSON IN NAME OF REPORTING PERSON Private Capital Management, L.P. I.R.S. IDENTIFICATION NO. 59-3654603 MEMBER OF A GROUP? (b) X PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER 0 SHARED VOTING POWER 70025 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 70025 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 70025 PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY OWNED 5.7% TYPE OF REPORTING PERSON IA NAME OF REPORTING PERSON Gregg J. Powers I.R.S. IDENTIFICATION NO. MEMBER OF A GROUP? (b) X CITIZENSHIP U.S. Citizen NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER 0 SHARED VOTING POWER 70025 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 70025 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 70025 AGGREGATE AMOUNT BENEFICIALLY OWNED EXCLUDES CERTAIN SHARES (no) PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY OWNED 5.7% TYPE OF REPORTING PERSON IN ITEMS 1 - 10 OF GENERAL INSTRUCTIONS Item 1. (a)Name of Issuer: GYRODYNE CO OF AMERICA (b)Address of Issuer: 17 Flowerfield Suite 15, St James, NY 11780 Item 2. (a)Name of Person Filing: See Exhibit 1 (b)Address of Person Filing: 8889 Pelican Bay Blvd., Naples, FL 34108 (c)Citizenship: See Exhibit 1 (d)Title of Class of Securities: Common Stock (e)CUSIP Number: 403820103 Item 3. Private Capital Management, L.P. is filing as an Investment Adviser registered under section 203 of the Investment Advisers Act of 1940. Item 4. Ownership (a)Amount Beneficially Owned: (b)Percent of Class: See Exhibit 1 (c)Number of Shares as to which such person has: (i)sole power to vote or to direct the vote: See Exhibit 1 (ii)shared power to vote or to direct the vote: See Exhibit 1 (iii)sole power to dispose or to direct the disposition of: See Exhibit 1 (iv)shared power to dispose or to direct the disposition of: See Exhibit 1 Item 5. Ownership of Five Percent or Less of Class: N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: N/A Item 8. Identification and Classification of Members of the Group: See Exhibit 1 Item 9. Notice of Dissolution of Group: N/A Item 10. Certification of Mr. Sherman: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect. Certification of Private Capital Management, L.P and Mr. Powers: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were notacquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE 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. Date: See Exhibit 2 Signature: See Exhibit 2 Name/Title: See Exhibit 2 Exhibit 1 Item 2. (a) Name of Person Filing 1) Bruce S. Sherman 2) Private Capital Management, L.P. 3) Gregg J. Powers (c)Citizenship 1) Delaware 2) U.S. 3) U.S. Item 4. (a) Amount Beneficially Owned 1) 200862 2) 70025 3) 70025 (b) Percent of Class 1) 16.3% 2) 5.7% 3) 5.7% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 1) 130837 2) 0 3) 0 (ii) shared power to vote or to direct the vote 1) 70025 2) 70025 3) 70025 (iii) sole power to dispose or to direct the disposition of 1) 130837 2) 0 3) 0 (iv) shared power to dispose or to direct the disposition of 1) 70025 2) 70025 3) 70025 Bruce S. Sherman is CEO of Private Capital Management (PCM) and Gregg J. Powers is President of PCM. In these capacities, Messrs. Sherman and Powers exercise shared dispositive and shared voting power with respect to shares held by PCM's clients and managed by PCM. Messrs. Sherman and Powers disclaim beneficial ownership for the shares held by PCM's clients and disclaim the existence of a group. Exhibit 2 Signature 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. Date: February 14, 2006 ______________________________________ Bruce Sherman as CEO, PCM as, individual, as applicable ______________________________________ Gregg J. Powers as President, PCM as, individual, as applicable Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is used in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, par value $0.01 per share, of Gyrodyne Co of America, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14th day of February, 2005. ____________________ _________________ Bruce S. Sherman, February 14, 2006 as CEO, PCM as, individual, as applicable ____________________ _________________ Gregg J. Powers February 14, 2006 as President, PCM as, individual, as applicable -----END PRIVACY-ENHANCED MESSAGE-----