-----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, U6Rpo8PSXIKk2j6E9SK7zgHFA6AjnE20K1R/XEbZPN8N63x+NGFa0b+s3I0hBXK2 4oal2wIySYS9Imzlw/UNOw== 0001266454-08-000280.txt : 20080502 0001266454-08-000280.hdr.sgml : 20080502 20080502172951 ACCESSION NUMBER: 0001266454-08-000280 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080417 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080502 DATE AS OF CHANGE: 20080502 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-01684 FILM NUMBER: 08800205 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 8-K 1 gyrodyne_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 -------------------- Date of Report (Date of earliest event reported): April 17, 2008 -------------- GYRODYNE COMPANY OF AMERICA, INC. --------------------------------- (Exact name of registrant as specified in its charter) New York 000-01684 11-1688021 -------- --------- ---------- (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation) Number) Identification No.) ONE FLOWERFIELD SUITE 24 ST. JAMES, NEW YORK 11780 ------------------------- (Address of principal executive offices) (Zip Code) (631) 584-5400 -------------- Registrant's telephone number, including area code N/A ---------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01. Entry into a Material Definitive Agreement. On April 17, 2008, Gyrodyne Company of America, Inc. (the "Company") entered into a Contract of Sale (the "Contract") between the Company and Cortlandt Building Associates, LLC (the "Seller") to acquire land and buildings comprising a medical office complex known as Cortlandt Medical Center in Cortlandt Manor, New York. The Contract relates specifically to five office buildings, located at 1985 Crompond Road, which are situated on 5.01 acres with approximately 29,800 square feet of rentable space (the "Property") and a current occupancy rate of 97%. The purchase price per square foot is $234.81 and the aggregate monthly rent flow from the property is $85,000. Other than with respect to the Contract itself, there is no material relationship between the Company and the Seller. The purchase price for the Property is $7.0 million, $500,000 of which was paid as a refundable deposit upon the signing of the Contract, and the remainder is required to be paid at closing. The closing is expected to take place on or about May 15, 2008 and is subject to customary representations and conditions, including a mortgage commitment contingency. The Contract is subject to a 30-day inspection period during which the Company may, at its own expense, arrange for legal, environmental and/or engineering analyses. The Company may terminate the Contract, for any or no reason, prior to the expiration of the inspection period. Upon acquisition, the Company intends to continue to operate the office space pursuant to existing leases. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Exhibit ----------- ------- 99.1 Press Release of Gyrodyne Company of America, Inc., dated April 17, 2008. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GYRODYNE COMPANY OF AMERICA, INC. By: /s/ Stephen V. Maroney -------------------------------------------- Stephen V. Maroney President, Chief Executive Officer and Treasurer Date: May 2, 2008 EX-99.1 2 gyrodyne_8k-ex9901.txt PRESS RELEASE Exhibit No. 99.1 Gyrodyne Company of America, Inc. 1 Flowerfield, Suite 24 St. James, New York 11780-1551 Phone (631) 584-5400 Fax (631) 584-7075 April 17, 2008 Gyrodyne Company of America, Inc. 1 Flowerfield, Suite 24 St. James, New York 11780 FOR IMMEDIATE RELEASE --------------------------------------------------------------------------- ***** NEWS ***** NEWS ***** NEWS ***** NEWS ***** NEWS ***** NEWS ***** --------------------------------------------------------------------------- Gyrodyne Agrees to Purchase Medical Office Buildings in Cortlandt Manor, N.Y. NASDAQ:GYRO"- St. James, N.Y., April 17, 2008-Gyrodyne Company of America, Inc. announced today that it has agreed to purchase the Cortlandt Medical Center (the " Center "), consisting of five buildings, located in Cortlandt Manor, New York. The Center, which is directly across the street from the Hudson Valley Hospital Center, is located at 1985 Crompond Road and is situated on 5.01 acres with 29,811 square feet of rentable space. There are presently thirteen medical practice tenants and the Center has a 97% occupancy rate; 2007 revenues totaled $1.0 million. The Center is under contract for a purchase price of $7.0 million and, based on the trailing year net operating income, is being acquired at a cap rate exceeding 9%. The Company anticipates completing due diligence and closing title on the property by mid-May, 2008. Stephen V. Maroney, President and Chief Executive Officer of Gyrodyne, stated that "This transaction is a welcome addition to our real estate rental operation and qualifies for tax deferral treatment under Section 1033 of the Internal Revenue Code. Based on our experience with the 2007 acquisition of the ten medical office buildings in the Port Jefferson Professional Park, we are confident this will prove to be a very worthwhile investment for the Company". Forward-Looking Statement Safe Harbor - ------------------------------------- The statements made in this press release that are not historical facts contain "forward-looking information" within the meaning of the Private Securities Litigation Reform Act of 1995, and Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, which can be identified by the use of forward-looking terminology such as "may," "will," "anticipates," "expects," "projects," "estimates," "believes," "seeks," "could," "should," or "continue," the negative thereof, other variations or comparable terminology. Important factors, including certain risks and uncertainties, with respect to such forward-looking statements that could cause actual results to differ materially from those reflected in such forward-looking statements include, but are not limited to, the effect of economic and business conditions, including risks inherent in the Long Island, New York and Palm Beach County, Florida real estate markets, the ability to obtain additional capital or a viable merger candidate in order to develop the existing real estate and other risks detailed from time to time in our SEC reports. We assume no obligation to update the information in this press release. About Gyrodyne Company of America, Inc. - --------------------------------------- Gyrodyne owns a 68 acre site approximately 50 miles east of New York City on the north shore of Long Island. The Company also owns ten buildings in a professional office park in Port Jefferson Station, New York. The Company is currently contesting the value paid by New York State for 245.5 adjoining acres taken under eminent domain proceedings. The Company is also a limited partner in the Callery Judge Grove, L.P. which owns a 3,500 plus acre property in Palm Beach County, Florida. Gyrodyne's common stock is traded on the NASDAQ Stock Market under the symbol GYRO. Additional information about Gyrodyne may be found on its web site at http://www.gyrodyne.com/. MEDIA CONTACT: Rick Matthews, Rubenstein Associates, (212) 843-8267 -----END PRIVACY-ENHANCED MESSAGE-----