-----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, EWU2JLP9K893TbZ7+ZVnOlN4/Ayd61Dz6IE6rn8AUeipoKmzK0QSdW6pJjevaiLc e8xDPo0WfqGH0dRwJCMSyA== 0000912057-02-001352.txt : 20020413 0000912057-02-001352.hdr.sgml : 20020413 ACCESSION NUMBER: 0000912057-02-001352 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020115 GROUP MEMBERS: ABNER KURTIN GROUP MEMBERS: HARWICH CAPITAL PARTNERS, LLC GROUP MEMBERS: K CAPITAL OFFSHORE MASTER FUND (U.S. DOLLAR), L.P. GROUP MEMBERS: SPECIAL K CAPITAL OFFSHORE MASTER FUND (U.S. DOLLAR), L.P. GROUP MEMBERS: THOMAS KNOTT 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33650 FILM NUMBER: 2509312 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: K CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001088580 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 441 STUART STREET, 6TH FLOOR STREET 2: 6TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 651764657700 MAIL ADDRESS: STREET 1: 441 STUART STREET, 6TH FLOOR STREET 2: 441 STUART STREET, 6TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 SC 13D/A 1 a2067719zsc13da.txt SC 13D/A - ------------------- ------------------- CUSIP NO. 403820103 13D PAGE 1 OF 12 PAGES - ------------------- ------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A-9 (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) (Amendment No. 9) Gyrodyne Company of America, Inc. - ------------------------------------------------------------------------------- (Name of issuer) Common Stock - ------------------------------------------------------------------------------- (Title of class of securities) 403820103 - ------------------------------------------------------------------------------- (CUSIP number) Robert T. Needham, K Capital Partners, LLC 75 Park Plaza Boston, Massachusetts 02116 (617) 646-7700 (Name, address and telephone number of person authorized to receive notices and communications) January 11, 2002 --------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. NOTE. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Page 1 of 12) - -------------------------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. - ------------------- ------------------- CUSIP NO. 403820103 13D PAGE 2 OF 12 PAGES - ------------------- ------------------- - ---------- -------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) K Capital Partners, LLC - ---------- -------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ---------- -------------------------------------------------------------------- 3. SEC USE ONLY - ---------- -------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - ---------- -------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - ---------- -------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ---------------------------- -------- ----------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER 209,350 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -------- ----------------------------------------- 8. SHARED VOTING POWER 0 -------- ----------------------------------------- 9. SOLE DISPOSITIVE POWER 209,350 -------- ----------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ---------------------------- -------- ----------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 209,350 - ---------- -------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ---------- -------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.72% - ---------- -------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* OO - ---------- -------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------- ------------------- CUSIP NO. 403820103 13D PAGE 3 OF 12 PAGES - ------------------- ------------------- - ---------- -------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Special K Capital Offshore Master Fund (U.S. Dollar), L.P. - ---------- -------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ---------- -------------------------------------------------------------------- 3. SEC USE ONLY - ---------- -------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC - ---------- -------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - ---------- -------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ---------------------------- -------- ----------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER 27,781 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -------- ----------------------------------------- 8. SHARED VOTING POWER 0 -------- ----------------------------------------- 9. SOLE DISPOSITIVE POWER 27,781 -------- ----------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ---------------------------- -------- ----------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,781 - ---------- -------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ---------- -------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.484% - ---------- -------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* PN - ---------- -------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------- ------------------- CUSIP NO. 403820103 13D PAGE 4 OF 12 PAGES - ------------------- ------------------- - ---------- -------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) K Capital Offshore Master Fund (U.S. Dollar), L.P. - ---------- -------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ---------- -------------------------------------------------------------------- 3. SEC USE ONLY - ---------- -------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC - ---------- -------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - ---------- -------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ---------------------------- -------- ----------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER 181,569 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -------- ----------------------------------------- 8. SHARED VOTING POWER 0 -------- ----------------------------------------- 9. SOLE DISPOSITIVE POWER 181,569 -------- ----------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ---------------------------- -------- ----------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 181,569 - ---------- -------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ---------- -------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.236% - ---------- -------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* PN - ---------- -------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------- ------------------- CUSIP NO. 403820103 13D PAGE 5 OF 12 PAGES - ------------------- ------------------- - ---------- -------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harwich Capital Partners, LLC - ---------- -------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ---------- -------------------------------------------------------------------- 3. SEC USE ONLY - ---------- -------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - ---------- -------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - ---------- -------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ---------------------------- -------- ----------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER 209,350 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -------- ----------------------------------------- 8. SHARED VOTING POWER 0 -------- ----------------------------------------- 9. SOLE DISPOSITIVE POWER 209,350 -------- ----------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ---------------------------- -------- ----------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 209,350 - ---------- -------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ---------- -------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.72% - ---------- -------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* OO - ---------- -------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------- ------------------- CUSIP NO. 403820103 13D PAGE 6 OF 12 PAGES - ------------------- ------------------- - ---------- -------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Thomas Knott - ---------- -------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ---------- -------------------------------------------------------------------- 3. SEC USE ONLY - ---------- -------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - ---------- -------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - ---------- -------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen - ---------------------------- -------- ----------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER 209,350 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -------- ----------------------------------------- 8. SHARED VOTING POWER 0 -------- ----------------------------------------- 9. SOLE DISPOSITIVE POWER 209,350 -------- ----------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ---------------------------- -------- ----------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 209,350 - ---------- -------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ---------- -------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.72% - ---------- -------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN - ---------- -------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------- ------------------- CUSIP NO. 403820103 13D PAGE 7 OF 12 PAGES - ------------------- ------------------- - ---------- -------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Abner Kurtin - ---------- -------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ---------- -------------------------------------------------------------------- 3. SEC USE ONLY - ---------- -------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - ---------- -------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - ---------- -------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen - ---------------------------- -------- ----------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER 209,350 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -------- ----------------------------------------- 8. SHARED VOTING POWER 0 -------- ----------------------------------------- 9. SOLE DISPOSITIVE POWER 209,350 -------- ----------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ---------------------------- -------- ----------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 209,350 - ---------- -------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ---------- -------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.72% - ---------- -------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN - ---------- -------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------- ------------------- CUSIP NO. 403820103 13D PAGE 8 OF 12 PAGES - ------------------- ------------------- This Amendment No. 9 ("AMENDMENT NO. 9") amends and supplements the Report on Schedule 13D, filed on June 14, 1999, as amended by Amendment No. 1 filed on August 13, 1999, Amendment No. 2 filed on November 5, 1999, Amendment No. 3 filed on December 2, 1999, Amendment No. 4 filed on January 21, 2000, Amendment No. 5 filed on July 13, 2001, Amendment No. 6 filed on July 26, 2001, Amendment No. 7 filed on August 8, 2001 and Amendment No. 8 filed on August 13, 2001 (collectively, the "SCHEDULE 13D"). Capitalized terms used but not defined herein have the meanings ascribed thereto in the Schedule 13D. This filing of Amendment No. 9 is not, and should not be deemed to be construed as, an admission that the Schedule 13D or that any amendment thereto is required to be filed or that any of the Reporting Persons are, for the purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owners of any securities covered by this statement. ITEM 1. SECURITY AND ISSUER. This Report on Schedule 13D relates to shares of common stock, par value $1.00 per share (the "SHARES") of Gyrodyne Company of America, Inc. ("GYRODYNE"), whose principal executive offices are located at 102 Flowerfield Street, St. James, New York 11780. ITEM 4. PURPOSE OF TRANSACTIONS. The information set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by the following: Over the course of the past three months, the Reporting Persons engaged in numerous discussions with the Board of Directors of Gyrodyne concerning the possibility of a business combination transaction in which the Reporting Persons would acquire all of the outstanding shares of Gyrodyne for cash. In connection with these negotiations, the Reporting Persons entered into an agreement with Tallwood Associates, Inc. ("TALLWOOD") and Tarragon Realty Investors, Inc. ("TARRAGON") pursuant to which the parties agreed to cooperate in negotiating and ultimately consummating a potential cash acquisition of Gyrodyne (the "CO-INVESTOR AGREEMENT"). Neither Tallwood nor Tarragon currently own any shares of Gyrodyne common stock and the Reporting Persons disclaim the formation of a "group" with Tallwood or Tarragon for Section 13(d) purposes. In connection with preliminary discussions concerning a potential business combination, the Reporting Persons commenced negotiating an agreement with Gyrodyne concerning the terms for proceeding with more substantive negotiations regarding a possible business combination. The agreement contemplated an exclusivity period during which the parties would negotiate in good faith and conduct due diligence, confidentiality provisions and a termination fee to be paid to the Reporting Persons if Gyrodyne terminated the agreement and entered into another business combination transaction. The preliminary discussions also originally contemplated that the Reporting Persons would offer a purchase price of $22.00 per share in cash, subject to a due diligence review of the company. The parties narrowed the outstanding issues on the agreement prior to the Christmas holiday season, and the Reporting Persons believed that the remaining issues would be resolved relatively - ------------------- ------------------- CUSIP NO. 403820103 13D PAGE 9 OF 12 PAGES - ------------------- ------------------- expeditiously following January 1, 2002. Without consulting or informing the Reporting Persons, on December 28, 2001, Gyrodyne issued a press release announcing the engagement of Landmark National to prepare a plan for an 18-hole "Championship Golf Course Community" on its Flowerfield property, which is Gyrodyne's only material asset. By engaging a development plan while purportedly negotiating to sell the Company, Gyrodyne management has materially limited the options the Reporting Persons might pursue following consummation of the proposed business combination. As a result, the Reporting Persons communicated to Gyrodyne management that they were no longer willing to pay $22.00 per share, but would be willing to offer $20.00 per share to reflect the effect of management's actions that diminished the value of the company to the Reporting Persons. The offer was not subject to financing, but was subject to due diligence. Late in the day on January 11, 2002, Steven Maroney called to indicate that all but one of the Board members had been contacted and that those Board members contacted were unwilling to proceed with a transaction at the reduced offering price. As a result, the Reporting Persons terminated discussions with Gyrodyne concerning the preliminary agreement for proceeding with a negotiated transaction. At that time, the Reporting Persons also submitted to Gyrodyne two (2) nominees to be considered for election to the Board of Directors of Gyrodyne at Gyrodyne's next annual meeting of shareholders, Marvin Olshan and Richard Frary. A copy of the nomination letter is attached hereto as Exhibit 99.1 and incorporated in its entirety by reference herein. Mr. Olshan currently beneficially owns 2,000 shares of Gyrodyne common stock and Mr. Frary, who is an employee of Tallwood, currently owns no shares of Gyrodyne common stock. The parties disclaim the formation of any "group" with these two nominees for Section 13(d) purposes. The Reporting Persons are presently considering various alternatives with respect to their investment in Gyrodyne, including commencing a cash tender offer for any or all of the outstanding shares of common stock of Gyrodyne. The Reporting Persons have engaged as a proxy solicitor D.F. King & Company, Inc., 77 Water Street, 20th Floor, New York, NY 10005. - ------------------- ------------------- CUSIP NO. 403820103 13D PAGE 10 OF 12 PAGES - ------------------- ------------------- Except as set forth above, the Reporting Persons have no present plans or intentions that would result in any of the matters required to be set forth in items (a) through (j) of Item 4 of Schedule 13D. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The response to Item 4 and the Exhibits attached hereto are incorporated herein by reference. Except as otherwise set forth in Item 4 of this Amendment No. 9 to Schedule 13D or as previously disclosed, none of the Reporting Persons has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Company including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guaranties of profits, division of profits or losses, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 99.1 Letter from K Capital Offshore Master Fund (U.S. Dollar), L.P. to the Executive Vice President, Secretary and General Counsel of Gyrodyne Company of America, Inc. dated January 11, 2002 concerning the nomination of Marvin Olshan and Richard Frary. 99.2 Agreement dated as of December 4, 2001 by and among K Capital Partners, LLC, Tallwood Associates, Inc. and Tarragon Realty Investors, Inc. 99.3 Power of Attorney by Thomas Knott dated September 4, 2001 99.4 Power of Attorney by Abner Kurtin dated September 4, 2001 - ------------------- ------------------- CUSIP NO. 403820103 13D PAGE 11 OF 12 PAGES - ------------------- ------------------- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. EXECUTED as a sealed instrument this 14th day of January, 2002. Special K Capital Offshore Master Fund (U.S. Dollar), L.P. By: /S/ ROBERT T. NEEDHAM K Capital Partners, LLC, General Partner By: Harwich Capital Partners, LLC, its Managing Member By: Robert T. Needham, its Chief Administrative Officer K Capital Offshore Master Fund (U.S. Dollar), L.P. By: /S/ ROBERT T. NEEDHAM K Capital Partners, LLC, General Partner By: Harwich Capital Partners, LLC, its Managing Member By: Robert T. Needham, its Chief Administrative Officer K Capital Partners, LLC By: /S/ ROBERT T. NEEDHAM Harwich Capital Partners, LLC, its Managing Member By: Robert T. Needham, its Chief Administrative Officer Harwich Capital Partners, LLC By: /S/ ROBERT T. NEEDHAM Robert T. Needham, its Chief Administrative Officer - ------------------- ------------------- CUSIP NO. 403820103 13D PAGE 12 OF 12 PAGES - ------------------- ------------------- Thomas Knott* By: /S/ ROBERT T. NEEDHAM Robert T. Needham Attorney in Fact Abner Kurtin* By: /S/ ROBERT T. NEEDHAM Robert T. Needham Attorney in Fact *Powers of attorney, dated as of September 4, 2001, by Thomas Knott and Abner Kurtin are attached as exhibits hereto and incorporated herein by reference. EX-99.1 3 a2067719zex-99_1.txt EXHIBIT 99.1 [K CAPITAL PARTNERS, LLC LETTERHEAD] Exhibit 99.1 January 11, 2002 BY COURIER DELIVERY AND CERTIFIED MAIL RETURN RECEIPT REQUESTED Peter Pitsiokos, Esq. Executive Vice President, Secretary and General Counsel Gyrodyne Company of America, Inc. 102 Flowerfield Street St. James, NY 11780 Dear Mr. Pitsiokos: In accordance with Article II, Section 208 of the Amended and Restated Bylaws (the "BYLAWS") of Gyrodyne Company of America, Inc. (the "COMPANY"), K Capital Offshore Master Fund (U.S. Dollar), L.P. ("K CAPITAL"), the record owner of 2,000 shares of the Company's common stock, par value $1.00 per share (the "COMMON STOCK") as of the date hereof, is hereby furnishing written notice of its nominations of candidates for election as directors of the Company to be brought before the Company's 2001 Annual Meeting of Shareholders (the "ANNUAL MEETING"). K Capital intends to hold its shares of Common Stock continuously through the date of the Annual Meeting. In accordance with Article II, Section 208 of the Company's Bylaws, K Capital's notice hereby sets forth the following information: (a) NOMINATIONS FOR ELECTION OF DIRECTORS. K Capital hereby gives notice of its nomination of Richard S. Frary and Marvin L. Olshan (the "Nominees") to stand for election as directors of the Company at the Annual Meeting. In addition, in the event the number of directors to be elected to the Company's Board of Directors at the Annual Meeting is increased (whether due to an increase in the size of the Board or due to vacancies resulting from resignations or other reasons), K Capital intends to nominate additional persons to stand for election at the Annual Meeting and to fill such positions, and K Capital hereby reserves the right to do so. In accordance with Section 208 of the Bylaws, all information relating to the Nominees that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and the rules promulgated Peter Pitsiokos, Esq. Gyrodyne Company of America, Inc. January 11, 2002 Page 2 thereunder (including the written consent of each of the Nominees to being named in a proxy statement as a nominee and to serving as a director of the Company if elected), is contained in the Questionnaires for Director Nominees attached hereto as EXHIBIT A and EXHIBIT B or elsewhere in this notice letter. (b) SHAREHOLDER GIVING THIS NOTICE AND BENEFICIAL OWNERS ON WHOSE BEHALF THE NOMINATIONS ARE MADE. NAME AND ADDRESS OF SHAREHOLDER: K Capital Offshore Master Fund (U.S. Dollar), L.P. c/o K Capital Partners, LLC 75 Park Plaza Boston, MA 02116 Attention: Chief Administrative Officer NAME AND ADDRESS OF BENEFICIAL OWNERS: K Capital Offshore Master Fund (U.S. Dollar), L.P. Special K Capital Offshore Master Fund (U.S. Dollar), L.P. K Capital Partners, LLC Harwich Capital Partners, LLC Thomas Knott Abner Kurtin The address of each of the beneficial owners listed above is: c/o K Capital Partners, LLC 75 Park Plaza Boston, MA 02116 Attention: Chief Administrative Officer CLASS AND NUMBER OF SHARES HELD. K Capital is the record owner of 2,000 shares of Common Stock and the beneficial owner of 181,569 shares of Common Stock as of the date of this notice. In accordance with Section 208 of the Bylaws, as of the date of this notice, K Capital has continuously held at least $2,000 in market value of the Company's outstanding capital stock entitled to vote for at least one (1) year, as evidenced by Amendment No. 4 to Schedule 13D filed on January 21, 2000 and attached hereto as EXHIBIT C, and is entitled to cast votes with respect to at least five percent (5%) of the outstanding capital stock of the Company, as evidenced by Amendment No. 8 to Schedule 13D filed on August 13, 2001 and attached hereto as EXHIBIT D. Special K Capital Offshore Master Fund (U.S. Dollar), L.P., which has the same general partner Peter Pitsiokos, Esq. Gyrodyne Company of America, Inc. January 11, 2002 Page 3 as K Capital, is the record owner of 2,000 shares of Common Stock and the beneficial owner of 27,781 shares of Common Stock as of the date of this notice. As disclosed in EXHIBIT D, K Capital Partners, LLC, Harwich Capital Partners, LLC, Thomas Knott and Abner Kurtin beneficially own 209,350 shares of Common Stock as of the date of this notice, and each such beneficial owner is not the record owner of any shares of Common Stock. The length of time that K Capital and the other beneficial owners listed above have held shares of Common Stock is set forth on EXHIBIT E attached hereto. In accordance with Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended, K Capital hereby notifies you that it currently intends to deliver a proxy statement or a solicitation statement and a form of proxy to holders of at least the percentage of the Company's Common Stock required under applicable law to elect the Nominees. K Capital anticipates that it and the other beneficial owners set forth under item (b) above will bear the entire cost of the solicitation of proxies from holders of the Company's Common Stock to elect the Nominees. K Capital is currently unable to accurately estimate the cost of such solicitation. K Capital Partners, LLC has retained D.F. King & Co., Inc. to assist in soliciting such proxies and has agreed to pay a retainer of $10,000 and an additional fee based upon the number of holders of the Company's Common Stock contacted by D.F. King & Co., Inc. plus reasonable out-of-pocket expenses in connection with the solicitation. It is expected that the solicitation of proxies will be primarily conducted by D.F. King & Co., Inc. using as many of its employees as it deems necessary, but officers and employees of K Capital and the other beneficial owners set forth under item (b) above may solicit proxies by personal interview, telephone or facsimile. These persons will receive no additional compensation for such services. [Remainder of page intentionally left blank] Peter Pitsiokos, Esq. Gyrodyne Company of America, Inc. January 11, 2002 Page 4 Thank you for your assistance. Sincerely, /s/ ROBERT NEEDHAM ---------------------------- Robert Needham Chief Administrative Officer Attachments EX-99.2 4 a2067719zex-99_2.txt EXHIBIT 99.2 [K CAPITAL PARTNERS, LLC LETTERHEAD] EXHIBIT 99.2 December 4, 2001 Tallwood Associates, Inc. 1370 Avenue of the Americas New York, New York 10019 Attention: Richard S. Frary Dear Sirs: In furtherance of previous discussions concerning a potential transaction involving a business combination between Gyrodyne Company of America, Inc., a New York corporation ("GYRODYNE") and an entity controlled by K Capital Partners, LLC, or an affiliate thereof ("K CAPITAL") and Tallwood Associates, Inc., Tarragon Realty Investors, Inc. and/or an affiliate of one or both of such entities ("TARRAGON"), K Capital and Tarragon hereby agree, in consideration of the conditions and covenants set forth herein, as follows: 1. TRANSACTION. K Capital and Tarragon agree to cooperate for the purposes of negotiating a business combination transaction with Gyrodyne in which an entity controlled by K Capital and Tarragon (the "ACQUISITION ENTITY") would acquire all of the outstanding shares of capital stock of Gyrodyne (the "PROPOSED TRANSACTION"). The Proposed Transaction would be structured as a tender offer by the Acquisition Entity followed by a "second step" merger of the Acquisition Entity with and into Gyrodyne, or such alternative transaction structure as the parties hereto may negotiate with Gyrodyne. 2. ACQUISITION ENTITY. The Acquisition Entity will be a newly-formed single purpose entity formed for the purpose of effecting the Proposed Transaction. K Capital and Tarragon will each own 50% of the outstanding equity of the Acquisition Entity. In connection with the formation of the Acquisition Entity, the parties will enter into a shareholders agreement containing customary terms and conditions, including, without limitation, a buy/sell provision and providing that the parties will have equal rights as to Board representation, voting, liquidation, and dividends in such corporation. Each of K Capital and Tarragon will contribute 50% of the capital required to complete the Proposed Transaction, with K Capital contributing its Gyrodyne stock, valued at the tender offer price. 3. DUE DILIGENCE. K Capital and Tarragon agree to cooperate fully with each other and their respective directors, officers, employees, partners, agents or representatives, including without limitation its attorneys, accountants and financial advisors (each, a "REPRESENTATIVE" and collectively, the "REPRESENTATIVES"), in connection with conducting a due diligence review of Gyrodyne. 4. EXCLUSIVITY. Until January 30, 2002, (a) each of K Capital and Tarragon agrees that, it will not, without the prior consent of the other party hereto, effect or seek, publicly offer Tallwood Associates, Inc. December 4, 2001 Page 2 or propose to effect, or cause or participate in, assist or encourage any other person or entity to effect or seek, publicly offer or propose to effect or participate in, (i) any tender or exchange offer, merger, acquisition of all or substantially all of the assets of, or other business combination involving Gyrodyne (other than pursuant to the negotiations contemplated by this letter agreement); or (ii) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Securities and Exchange Commission) with respect to the voting securities of Gyrodyne, and (b) K Capital will not dispose of or encumber or agree to dispose of or encumber its Gyrodyne stock except in connection with the Proposed Transaction. Notwithstanding the foregoing, the restrictions set forth in the previous sentence shall not apply if either party informs the other that it will not continue to pursue a business combination transaction with Gyrodyne. 5. PUBLIC DISCLOSURES. Prior to January 30, 2002, and thereafter pursuant to the terms of any definitive agreements between K Capital and Tarragon, K Capital and Tarragon agree to consult with each other prior to issuing any press release or otherwise making any public statements with respect to the Proposed Transaction or the formation of the Acquisition Entity and shall not issue any such press release or make any such public statement without the prior written consent of the other party, which consent shall not be unreasonably withheld; PROVIDED, HOWEVER, that a party may, without the consent of the other party, issue such press release or make such public statement as may be required by law if it has used its reasonable best efforts to consult with the other party and to obtain such parties' consent but has been unable to do so in a timely manner. 6. EXPENSES. Each of K Capital and Tarragon will be responsible for their own costs, expenses and charges incurred in connection with the formation of the Acquisition Entity and, prior to the execution of definitive agreements for the Acquisition Entity, the Proposed Transaction. 7. NO DEFINITIVE AGREEMENT. K Capital and Tarragon acknowledge and agree that, until definitive agreements between K Capital and Tarragon forming the Acquisition Entity with respect to the Proposed Transaction have been executed and delivered, neither K Capital nor Tarragon will be under any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this or any written or oral expression with respect to such a transaction by any of K Capital's or Tarragon's respective Representatives except for the matters specifically agreed to in paragraphs 4, 5, 6, 7 and 8 of this letter agreement. Tallwood Associates, Inc. December 4, 2001 Page 3 8. REMEDIES. It is understood and agreed that money damages may not be a sufficient remedy for any breach of this Agreement by a party hereto or any of its Representatives or affiliates and that the aggrieved party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such breach, and each party further waives any requirement for securing or posting of any bond in connection with such remedy. Such remedies shall not be deemed to be the exclusive remedies for a breach by a party hereto of this Agreement but shall be in addition to all other remedies at law or in equity to the aggrieved party, including all other remedies provided for herein. 9. GOVERNING LAW. The validity, interpretation, performance and enforcement of this agreement shall be governed by the laws of the State of New York. [SIGNATURE PAGE TO FOLLOW] Tallwood Associates, Inc. December 4, 2001 Page 4 Please acknowledge your agreement to the foregoing by countersigning this Agreement in the place provided below and returning it to the undersigned, whereupon this Agreement shall become a binding agreement between the parties. Very truly yours, K CAPITAL PARTNERS, LLC By: /s/ ROBERT NEEDHAM ----------------------------------- Name: Robert Needham Title: Chief Administrative Officer Accepted and Agreed to, this 4th day of December, 2001 TALLWOOD ASSOCIATES, INC. By: /s/ RICHARD S. FRARY --------------------------- Name: Richard S. Frary Title: President TARRAGON REALTY INVESTORS, INC. By: /s/ WILLIAM S. FRIEDMAN --------------------------- Name: William S. Friedman Title: President EX-99.3 5 a2067719zex-99_3.txt EXHIBIT 99.3 Exhibit 99.3 LIMITED POWER OF ATTORNEY FOR THOMAS KNOTT SECTION 13(d) FILINGS Know all by these presents, that the undersigned hereby constitutes and appoints Abner Kurtin and Robert T. Needham, signing singly, the undersigned's true and lawful attorneys-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's individual capacity, Schedules 13D and 13G and amendments thereto in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the "Exchange Act"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D and 13G or amendments thereto and timely file such schedules with the United States Securities and Exchange Commission (the "SEC") and any stock exchange or similar authority; and (3) take any other action of any type whatsoever which, in the opinion of such attorneys-in-fact, may be necessary or desirable in connection with the foregoing authority, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve. The undersigned hereby grants to his attorneys-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or such attorneys-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the attorneys-in-fact, in serving in such capacity at the request of the undersigned is not assuming any of the undersigned's responsibilities to comply with Section 13 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D and 13G, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney may be filed with the SEC as a confirming statement of the authority granted herein. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of September, 2001. /s/ THOMAS KNOTT ----------------------- Thomas Knott EX-99.4 6 a2067719zex-99_4.txt EXHIBIT 99.4 Exhibit 99.4 LIMITED POWER OF ATTORNEY FOR ABNER KURTIN SECTION 13(d) FILINGS Know all by these presents, that the undersigned hereby constitutes and appoints Thomas Knott and Robert T. Needham, signing singly, the undersigned's true and lawful attorneys-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's individual capacity, Schedules 13D and 13G and amendments thereto in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the "Exchange Act"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D and 13G or amendments thereto and timely file such schedules with the United States Securities and Exchange Commission (the "SEC") and any stock exchange or similar authority; and (3) take any other action of any type whatsoever which, in the opinion of such attorneys-in-fact, may be necessary or desirable in connection with the foregoing authority, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve. The undersigned hereby grants to his attorneys-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or such attorneys-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D and 13G, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney may be filed with the SEC as a confirming statement of the authority granted herein. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of September, 2001. /s/ ABNER KURTIN -------------------- Abner Kurtin -----END PRIVACY-ENHANCED MESSAGE-----