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New York
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6512
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46-3838291
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(State or Other Jurisdiction of
Incorporation or Organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
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One Flowerfield, Suite 24
Saint James, New York 11780 (631) 584-5400 |
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(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
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Thomas H. Kennedy, Esq.
Timothy M. Fesenmyer, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 (212) 735-3000 (212) 735-2000 (facsimile) |
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Alon Y. Kapen, Esq.
Farrell Fritz, P.C. 1320 RXR Plaza Uniondale, New York 11556-1320 (516) 227-0700 (516) 227-0777 (facsimile) |
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Large accelerated filer
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☐
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Accelerated Filer
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☐
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Non-accelerated filer
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☑
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Smaller reporting company
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☐
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Title of each class of
securities to be registered |
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Amount
to be registered (1) |
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Proposed
maximum offering price per unit |
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Proposed
maximum aggregate offering price (2) |
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Amount of
registration fee (3) |
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common shares representing limited liability company
interests in Gyrodyne, LLC |
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1,482,680
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N/A
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$
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112,491,676.65
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$
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14,488.93
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By Mail:
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Gyrodyne
One Flowerfield, Suite 24 Saint James, New York 11780 Attention: Corporate Secretary |
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By Telephone:
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(631) 584-5400
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By Internet:
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http://www.gyrodyne.com/proxy/php
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One Flowerfield, Suite 24 Saint James, New York 11780 |
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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION DATED OCTOBER 1 8 , 2013 |
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One Flowerfield, Suite 24 Saint James, New York 11780 |
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on December [10], 2013 |
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PROPOSAL 5: ADVISORY VOTE ON CERTAIN COMPENSATION ARRANGEMENTS
FOR CERTAIN EXECUTIVE OFFICERS IN CONNECTION WITH THE TAX LIQUIDATION |
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Year Ended December 31,
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Six Months Ended
June 30, |
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|||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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2012
|
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|
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2011
|
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|
|
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2010
|
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|
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2009
|
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2008
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2013
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2012
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Statement of Operations Data
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Total gross revenues
|
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|
$
|
4,989,108
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|
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|
$
|
5,519,704
|
|
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|
$
|
5,550,863
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|
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|
$
|
4,834,416
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|
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|
$
|
3,385,519
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$
|
2,509,482
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|
|
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|
2,581,060
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Total rental expenses
|
|
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|
2,308,036
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|
|
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|
2,347,400
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|
2,218,589
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|
1,953,613
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|
|
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|
1,519,027
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|
1,270,603
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|
1,150,182
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|
Condemnation income/(costs)
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|
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|
167,370,518
|
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|
(333,308
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)
|
|
|
|
(109,354
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)
|
|
|
|
(1,307,184
|
)
|
|
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|
(520,469
|
)
|
|
|
|
(2,360
|
)
|
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|
167,314,479
|
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|
Mortgage interest expense
|
|
|
|
965,506
|
|
|
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|
1,193,875
|
|
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|
1,117,963
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|
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|
942,986
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|
|
|
|
465,963
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(5,748
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)
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(513,017
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)
|
|
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Federal tax provision (benefit)
|
|
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|
61,649,000
|
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|
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|
—
|
|
|
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|
109,000
|
|
|
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|
(4,130,000
|
)
|
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|
(2,496,000
|
)
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—
|
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61,649,000
|
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Net income (loss)
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99,048,253
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(1,124,665
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)
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(1,081,465
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)
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1,522,890
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1,542,249
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(1,327,514
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)
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105,225,100
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Net income (loss) per common share
|
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|
66.80
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(0.84
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)
|
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(0.84
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)
|
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|
1.18
|
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1.20
|
|
|
|
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(0.90
|
)
|
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70.97
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Balance Sheet Data
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Real estate operating assets, net
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$
|
32,533,102
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$
|
32,976,274
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$
|
33,071,570
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$
|
32,267,032
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$
|
18,060,074
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32,336,820
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|
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|
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32,684,515
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Land held for development
|
|
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|
2,274,312
|
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|
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|
2,166,066
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|
|
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|
2,041,037
|
|
|
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|
1,925,429
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|
1,771,558
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|
2,328,146
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|
2,221,260
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Total assets
|
|
|
|
134,518,999
|
|
|
|
|
47,806,589
|
|
|
|
|
39,768,219
|
|
|
|
|
36,105,005
|
|
|
|
|
30,189,687
|
|
|
|
|
128,285,576
|
|
|
|
|
214,378,777
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|
|
|
Mortgages including interest rate swap
|
|
|
|
5,013,415
|
|
|
|
|
21,143,780
|
|
|
|
|
21,845,279
|
|
|
|
|
18,164,266
|
|
|
|
|
10,560,486
|
|
|
|
|
—
|
|
|
|
|
20,837,797
|
|
|
|
Cash distribution paid
|
|
|
|
56,786,652
|
|
|
|
|
—
|
|
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|
|
—
|
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|
|
—
|
|
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—
|
|
|
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—
|
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—
|
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Total equity
|
|
|
|
64,768,002
|
|
|
|
|
23,987,798
|
|
|
|
|
14,961,340
|
|
|
|
|
14,633,741
|
|
|
|
|
12,686,301
|
|
|
|
|
63,345,842
|
|
|
|
|
129,227,341
|
|
|
|
Other Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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Funds from operations
(1)
|
|
|
$
|
(5,712,917
|
)
|
|
|
$
|
(179,490
|
)
|
|
|
$
|
(233,911
|
)
|
|
|
$
|
(1,892,197
|
)
|
|
|
$
|
(890,482
|
)
|
|
|
|
(818,535
|
)
|
|
|
|
34,899
|
|
|
|
Adjusted funds from operations
(1)
|
|
|
|
(48,911
|
)
|
|
|
|
183,201
|
|
|
|
|
(124,557
|
)
|
|
|
|
(585,013
|
)
|
|
|
|
(370,013
|
)
|
|
|
|
150,847
|
|
|
|
|
36,713
|
|
|
|
Cash flows provided by (used in):
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
operating activities
|
|
|
|
161,712,775
|
|
|
|
|
(477,273
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)
|
|
|
|
(346,936
|
)
|
|
|
|
(1,705,447
|
)
|
|
|
|
(843,073
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)
|
|
|
|
(929,493
|
)
|
|
|
|
(381,153
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)
|
|
|
investing activities
|
|
|
|
(5,010,995
|
)
|
|
|
|
(905,834
|
)
|
|
|
|
(1,524,192
|
)
|
|
|
|
(6,269,146
|
)
|
|
|
|
(6,310,030
|
)
|
|
|
|
306,484
|
|
|
|
|
(5,392,447
|
)
|
|
|
financing activities
|
|
|
|
(72,913,052
|
)
|
|
|
|
9,617,579
|
|
|
|
|
3,143,864
|
|
|
|
|
7,637,486
|
)
|
|
|
|
4,903,855
|
|
|
|
|
(5,013,415
|
)
|
|
|
|
(308,454
|
)
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
|
83,788,728
|
|
|
|
|
8,234,472
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|
|
|
|
1,272,736
|
|
|
|
|
(337,107
|
)
|
|
|
|
(2,249,248
|
)
|
|
|
|
(5,636,424
|
)
|
|
|
|
(6,082,054
|
)
|
|
|
Medical property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Rentable square footage
|
|
|
|
131,125
|
|
|
|
|
131,113
|
|
|
|
|
130,648
|
|
|
|
|
127,213
|
|
|
|
|
71,462
|
|
|
|
|
131,125
|
|
|
|
|
131,113
|
|
|
|
Occupancy Rate
|
|
|
|
78
|
%
|
|
|
|
88
|
%
|
|
|
|
95
|
%
|
|
|
|
89
|
%
|
|
|
|
92
|
%
|
|
|
|
81
|
%
|
|
|
|
79
|
%
|
|
|
Industrial property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Rentable square footage
|
|
|
|
128,586
|
|
|
|
|
128,141
|
|
|
|
|
127,062
|
|
|
|
|
127,062
|
|
|
|
|
127,062
|
|
|
|
|
128,586
|
|
|
|
|
128,141
|
|
|
|
Occupancy
|
|
|
|
85
|
%
|
|
|
|
83
|
%
|
|
|
|
81
|
%
|
|
|
|
83
|
%
|
|
|
|
89
|
%
|
|
|
|
86
|
%
|
|
|
|
74
|
%
|
|
|
Cash dividend declared per share
|
|
|
$
|
38.30
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
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|
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—
|
|
|
|
|
—
|
|
|
|
|
—
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Funds from operations (FFO) per common share
|
|
|
|
(3.86
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)
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|
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(0.13
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)
|
|
|
|
(0.18
|
)
|
|
|
|
(1.46
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)
|
|
|
|
(0.69
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)
|
|
|
|
(0.55
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)
|
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|
|
0.02
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Company Adjusted funds from operations (“AFFO”) per common shares
|
|
|
|
(0.03
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)
|
|
|
|
0.13
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|
|
|
|
(0.09
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)
|
|
|
|
(0.45
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)
|
|
|
|
(0.28
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)
|
|
|
|
0.10
|
|
|
|
|
0.02
|
|
|
|
Basic and diluted weighted average common shares outstanding
|
|
|
|
1,482,680
|
|
|
|
|
1,340,706
|
|
|
|
|
1,290,039
|
|
|
|
|
1,290,039
|
|
|
|
|
1,290,039
|
|
|
|
|
1,482,680
|
|
|
|
|
1,482,680
|
|
|
|
|
|
|
|
Six Months Ended
June 30, 2013 |
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|
|
Year Ended
December 31, 2012 |
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|
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Year Ended
December 31, 2011 |
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|
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Year Ended
December 31, 2010 |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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Net Income (Loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Basic & Diluted
|
|
|
$
|
(0.90
|
)
|
|
|
$
|
66.80
|
|
|
|
$
|
(0.84
|
)
|
|
|
$
|
(0.84
|
)
|
|
|
Distributions declared per common share:
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
Special Dividend per common share
|
|
|
|
—
|
|
|
|
$
|
38.30
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
Book value per share:
|
|
|
$
|
42.72
|
|
|
|
$
|
43.68
|
|
|
|
$
|
17.89
|
|
|
|
$
|
11.60
|
|
|
|
|
|
|
|
Six Months Ended
June 30, 2013 |
|
|
|
|
Year Ended
December 31, 2012 |
|
|
|
|
Year Ended
December 31, 2011 |
|
|
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Net assets per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic & Diluted
|
|
|
$
|
27.29
|
|
|
|
$
|
27.43
|
|
|
|
$
|
30.64
|
|
|
|
Distributions declared per common share:
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
Special Dividend per common share
(A)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|
|
Liquidation Basis
June 30, 2013 |
|
|
---|---|---|---|---|---|---|---|
|
Assets
|
|
|
|
|
|
|
|
Real estate held for sale
|
|
|
$
|
37,929,000
|
|
|
|
Cash and cash equivalents
|
|
|
|
15,487,993
|
|
|
|
Investment in Marketable Securities
|
|
|
|
3,776,530
|
|
|
|
Rent Receivable
|
|
|
|
131,977
|
|
|
|
Prepaid Expenses and Other Assets
|
|
|
|
603,039
|
|
|
|
Total Assets
|
|
|
|
57,928,539
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
|
518,277
|
|
|
|
Accrued liabilities
|
|
|
|
226,426
|
|
|
|
Deferred rent liability
|
|
|
|
83,967
|
|
|
|
Tenant security deposits payable
|
|
|
|
478,113
|
|
|
|
Pension Cost Liability
|
|
|
|
2,000,000
|
|
|
|
Deferred income taxes
|
|
|
|
1,315,000
|
|
|
|
Estimated liquidation and operating costs net of receipts
|
|
|
|
11,618,787
|
|
|
|
ICP Payable
|
|
|
|
1,229,800
|
|
|
|
Total Liabilities
|
|
|
|
17,470,370
|
|
|
|
Net assets in liquidation
|
|
|
$
|
40,458,169
|
|
|
|
Gyrodyne, LLC shares o/s
|
|
|
|
1,482,680
|
|
|
|
Net assets per share
|
|
|
|
27.29
|
|
|
|
|
|
|
|
Year ended
December 31, 2012 |
|
|
|||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Gyrodyne Company of America
S
tockholders’
E
quity at December 31, 2011
—
going
concern basis
|
|
|
$
|
23,987,799
|
|
|
|||||
|
Cash dividend distribution
|
|
|
|
(68,000,000
|
)
|
|
|||||
|
ICP payment
|
|
|
|
(5,040,305
|
)
|
|
|||||
|
Stockholders’ Equity
B
alance
P
rior to
M
erger
|
|
|
|
(49,052,506
|
)
|
|
|||||
|
Effects of
A
dopting the Merger and
L
iquidation
B
asis of
A
ccounting:
|
|
|
|
|
|
|
|||||
|
Change in Fair Value of Real Estate Investments
|
|
|
|
2,786,660
|
|
|
|||||
|
Operating receipts in excess of estimated liquidation and operating costs
|
|
|
|
85,620,909
|
|
|
|||||
|
Cash dividend distribution 12/12
|
|
|
|
(56,786,644
|
)
|
|
|||||
|
Reversal of deferred taxes on condemnation
|
|
|
|
61,649,000
|
|
|
|||||
|
Other decreases in net assets
|
|
||||||||||
|
Change in value of deferred rent
|
|
|
|
(137,220
|
)
|
|
|||||
|
Change in value of prepaid other
|
|
|
|
(610,994
|
)
|
|
|||||
|
Change in pension asset
|
|
|
|
(1,064,843
|
)
|
|
|||||
|
Total other decreases in net assets
|
|
||||||||||
|
Change in value of pension costs
|
|
|
|
(1,331,050
|
)
|
|
|||||
|
Change in other net assets
|
|
|
|
14,404
|
|
|
|||||
|
Total
E
ffects of
A
doption the
L
iquidation
B
asis of
A
ccounting
|
|
|
|
90,140,222
|
|
|
|||||
|
Net
A
ssets in Liquidation, at January 1, 2012
|
|
|
|
41,087,716
|
|
|
|||||
|
Changes in
F
air
V
alue of
A
ssets and
L
iabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in market value of securities
|
|
|
|
74,287
|
|
|
|||||
|
Change in fair value of pension liability
|
|
|
|
(501,900
|
)
|
|
|||||
|
Change in asset
s
and liabilities due to activity in asset
s
|
|
|
|
6,436
|
|
|
|||||
|
Total changes in Net assets in
L
iquidation
|
|
|
|
(421,177
|
)
|
|
|||||
|
Net
A
ssets in
L
iquidation, December 31, 2012
|
|
|
$
|
40,666,539
|
|
|
|
|
|
|
|
Six Months Ended
June 30, 2013 |
|
|
|||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Gyrodyne Company of America
N
et
A
ssets in
L
iquidation at December 31, 2012
|
|
|
$
|
40,666,539
|
|
|
|||||
|
Changes in fair value of assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in market value of securities
|
|
|
|
(94,642
|
)
|
|
|||||
|
Change in fair value of other net assets
|
|
|
|
(113,728
|
)
|
|
|||||
|
Total
C
hanges in Net
A
ssets in
L
iquidation
|
|
|
|
(208,370
|
)
|
|
|||||
|
Net
A
ssets in
L
iquidation, June 30, 2013
|
|
|
$
|
40,458,169
|
|
|
|
|
|
|
|
Gyrodyne Co
of America,
Inc.
|
|
|
|
|
Gyrodyne,
LLC
|
|
|
|
|
Pro Forma
Adjustments
|
|
|
|
|
|
|
|
|
|
Pro Forma
Adjusted Totals
|
|
|
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental property:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
|
$
|
5,163,093
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building and improvements
|
|
|
|
33,580,785
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Machinery and equipment
|
|
|
|
344,733
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,088,611
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Accumulated Depreciation
|
|
|
|
(6,751,791
|
)
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,336,820
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land held for development:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
|
|
558,466
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land development costs
|
|
|
|
1,769,680
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,328,146
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Real Estate, net
|
|
|
|
34,664,966
|
|
|
|
|
—
|
|
|
|
$
|
3,264,034
|
|
|
|
|
a
|
|
|
|
$
|
37,929,000
|
|
|
|
Cash and Cash Equivalents
|
|
|
|
88,528,298
|
|
|
|
|
—
|
|
|
|
|
(73,040,305
|
)
|
|
|
|
b
|
|
|
|
|
15,487,993
|
|
|
|
Investment in Marketable Securities
|
|
|
|
3,776,530
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,776,530
|
|
|
|
Rent Receivable, net of allowance for doubtful
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
accounts of $73,000 and $64,000 (@12/12)
respectively
|
|
|
|
131,977
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
131,977
|
|
|
|
Deferred Rent Receivable
|
|
|
|
223,559
|
|
|
|
|
—
|
|
|
|
|
(223,559
|
)
|
|
|
|
c
|
|
|
|
|
—
|
|
|
|
Prepaid Expenses and Other Assets
|
|
|
|
960,246
|
|
|
|
|
—
|
|
|
|
|
(357,207
|
)
|
|
|
|
d
|
|
|
|
|
603,039
|
|
|
|
Total Assets
|
|
|
$
|
128,285,576
|
|
|
|
$
|
—
|
|
|
|
|
(70,357,037
|
)
|
|
|
|
|
|
|
|
$
|
57,928,539
|
|
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
$
|
518,278
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
518,278
|
|
|
|
Accrued liabilities
|
|
|
|
226,426
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
226,426
|
|
|
|
Deferred rent liability
|
|
|
|
83,967
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83,967
|
|
|
|
Tenant security deposits payable
|
|
|
|
478,113
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
478,113
|
|
|
|
Pension Cost Liability
|
|
|
|
668,950
|
|
|
|
|
—
|
|
|
|
|
1,331,050
|
|
|
|
|
e
|
|
|
|
|
2,000,000
|
|
|
|
Deferred income taxes
|
|
|
|
62,964,000
|
|
|
|
|
—
|
|
|
|
|
(61,649,000
|
)
|
|
|
|
f
|
|
|
|
|
1,315,000
|
|
|
|
Income tax payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
Estimated liquidation and operating costs net
of receipts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,618,787
|
|
|
|
|
g
|
|
|
|
|
11,618,787
|
|
|
|
ICP payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,229,800
|
|
|
|
|
h
|
|
|
|
|
1,229,800
|
|
|
|
Total Liabilities
|
|
|
|
64,939,734
|
|
|
|
|
—
|
|
|
|
|
(47,469,363
|
)
|
|
|
|
|
|
|
|
|
17,470,371
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $1 par value; authorized
4,000,000 shares; 1,723,888 shares issued;
1,482,680 shares outstanding, respectively
|
|
|
|
1,723,888
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,723,888
|
|
|
|
Additional paid-in capital
|
|
|
|
17,753,505
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,753,505
|
|
|
|
Accumulated other comprehensive loss
|
|
|
|
(1,290,449
|
)
|
|
|
|
—
|
|
|
|
|
(1,331,050
|
)
|
|
|
|
i
|
|
|
|
|
(2,621,499
|
)
|
|
|
Balance of undistributed income from other
than gain or loss on sales of properties
|
|
|
|
46,696,595
|
|
|
|
|
—
|
|
|
|
|
(21,556,624
|
)
|
|
|
|
j
|
|
|
|
|
25,139,971
|
|
|
|
|
|
|
|
64,883,539
|
|
|
|
|
—
|
|
|
|
|
(22,887,674
|
)
|
|
|
|
|
|
|
|
|
41,995,865
|
|
|
|
Less Cost of Shares of Common Stock Held in
Treasury; 241,208
|
|
|
|
(1,537,697
|
)
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,537,697
|
)
|
|
|
Total Stockholders' Equity
|
|
|
|
63,345,842
|
|
|
|
|
—
|
|
|
|
|
(22,887,674
|
)
|
|
|
|
|
|
|
|
|
40,458,168
|
|
|
|
Total Liabilities and Stockholders' Equity
|
|
|
$
|
128,285,576
|
|
|
|
$
|
—
|
|
|
|
$
|
(70,357,037
|
)
|
|
|
|
|
|
|
|
$
|
57,928,539
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2013
|
|
|
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
|
|
Gyrodyne Co
of America,
Inc.
|
|
|
|
|
Gyrodyne,
LLC
|
|
|
|
|
Pro Forma
Adjustments
|
|
|
|
|
|
|
|
|
|
Pro Forma
Adjusted Totals
|
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income
|
|
|
$
|
2,204,086
|
|
|
|
$
|
—
|
|
|
|
$
|
1,873
|
|
|
|
|
a
|
|
|
|
$
|
2,205,959
|
|
|
|
Rental income
–
tenant reimbursements
|
|
|
|
305,396
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
305,396
|
|
|
|
Total Rental income
|
|
|
|
2,509,482
|
|
|
|
|
—
|
|
|
|
|
1,873
|
|
|
|
|
|
|
|
|
|
2,511,355
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental expenses
|
|
|
|
1,270,603
|
|
|
|
|
—
|
|
|
|
|
372,220
|
|
|
|
|
b
|
|
|
|
|
1,642,823
|
|
|
|
General and administrative expenses
|
|
|
|
1,564,615
|
|
|
|
|
—
|
|
|
|
|
(43,342
|
)
|
|
|
|
c
|
|
|
|
|
1,521,273
|
|
|
|
Strategic alternative expenses
|
|
|
|
651,629
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
651,629
|
|
|
|
Depreciation
|
|
|
|
470,670
|
|
|
|
|
—
|
|
|
|
|
(470,670
|
)
|
|
|
|
d
|
|
|
|
|
—
|
|
|
|
Total
|
|
|
|
3,957,517
|
|
|
|
|
—
|
|
|
|
|
(141,792
|
)
|
|
|
|
|
|
|
|
|
3,815,725
|
|
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
|
128,629
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
128,629
|
|
|
|
Interest expense
|
|
|
|
(5,748
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
(5,748
|
)
|
|
|
Total
|
|
|
|
122,881
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
122,881
|
|
|
|
Net Loss Before Condemnation and Provision
for Income Taxes
|
|
|
|
(1,325,154
|
)
|
|
|
|
—
|
|
|
|
|
143,665
|
|
|
|
|
|
|
|
|
|
(1,181,489
|
)
|
|
|
Income (expense) on condemnation
|
|
|
|
(2,360
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
(2,360
|
)
|
|
|
Interest income on condemnation
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) Before Provision (Benefit) for
Income Taxes
|
|
|
|
(1,327,514
|
)
|
|
|
|
—
|
|
|
|
|
143,665
|
|
|
|
|
|
|
|
|
|
(1,183,849
|
)
|
|
|
Provision (Benefit) for Income Taxes
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
Net Income (Loss)
|
|
|
$
|
(1,327,514
|
)
|
|
|
$
|
—
|
|
|
|
$
|
143,665
|
|
|
|
|
|
|
|
|
$
|
(1,183,849
|
)
|
|
|
|
|
|
|
Year Ended
December 31, 2012
|
|
|
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
|
|
Gyrodyne Co
of America,
Inc.
|
|
|
|
|
Gyrodyne,
LLC
|
|
|
|
|
Pro Forma
Adjustments
|
|
|
|
|
|
|
|
|
|
Pro Forma
Adjusted Totals
|
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income
|
|
|
$
|
4,448,402
|
|
|
|
$
|
—
|
|
|
|
$
|
(88,212
|
)
|
|
|
|
a
|
|
|
|
$
|
4,360,190
|
|
|
|
Rental income
–
tenant reimbursements
|
|
|
|
540,706
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
540,706
|
|
|
|
Total Rental income
|
|
|
|
4,989,108
|
|
|
|
|
—
|
|
|
|
|
(88,212
|
)
|
|
|
|
|
|
|
|
|
4,900,896
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental expenses
|
|
|
|
2,308,036
|
|
|
|
|
—
|
|
|
|
|
512,687
|
|
|
|
|
b
|
|
|
|
|
2,820,723
|
|
|
|
General and administrative expenses
|
|
|
|
6,561,910
|
|
|
|
|
—
|
|
|
|
|
(286,420
|
)
|
|
|
|
c
|
|
|
|
|
6,275,490
|
|
|
|
Strategic alternative expenses
|
|
|
|
1,013,043
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
1,013,043
|
|
|
|
Depreciation
|
|
|
|
900,095
|
|
|
|
|
—
|
|
|
|
|
(900,095
|
)
|
|
|
|
d
|
|
|
|
|
—
|
|
|
|
Total
|
|
|
|
10,783,084
|
|
|
|
|
—
|
|
|
|
|
(673,828
|
)
|
|
|
|
|
|
|
|
|
10,109,256
|
|
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
|
86,217
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
86,217
|
|
|
|
Interest expense
|
|
|
|
(965,506
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
(965,506
|
)
|
|
|
Total
|
|
|
|
(879,289
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
(879,289
|
)
|
|
|
Net Loss Before Condemnation and Provision
for Income Taxes
|
|
|
|
(6,673,265
|
)
|
|
|
|
—
|
|
|
|
|
585,616
|
|
|
|
|
|
|
|
|
|
(6,087,649
|
)
|
|
|
Income (expense) on condemnation
|
|
|
|
100,028,802
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
100,028,802
|
|
|
|
Interest income on condemnation
|
|
|
|
67,341,716
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
67,341,716
|
|
|
|
Net Income (Loss) Before Provision (Benefit) for
Income Taxes
|
|
|
|
160,697,253
|
|
|
|
|
—
|
|
|
|
|
585,616
|
|
|
|
|
|
|
|
|
|
161,282,869
|
|
|
|
Provision (Benefit) for Income Taxes
|
|
|
|
61,649,000
|
|
|
|
|
—
|
|
|
|
|
(61,649,000
|
)
|
|
|
|
e
|
|
|
|
|
—
|
|
|
|
Net Income (Loss)
|
|
|
$
|
99,048,253
|
|
|
|
$
|
—
|
|
|
|
$
|
62,234,616
|
|
|
|
|
|
|
|
|
$
|
161,282,869
|
|
|
|
(a)
|
|
|
|
|
|
|
|
Adjustment for the estimated fair value of real estate
|
|
|
$
|
3,264,034
|
|
|
|
(b)
|
|
|
|
|
|
|
|
Payment of Dividend
|
|
|
$
|
(68,000,000
|
)
|
|
|
Payment under the incentive compensation plan (ICP) triggered by the dividend
|
|
|
|
(5,040,305
|
)
|
|
|
|
|
|
$
|
(73,040,305
|
)
|
|
|
(c)
|
|
|
|
|
|
|
|
Write off of historical straight line rent receivable
|
|
|
$
|
(223,559
|
)
|
|
|
(d)
|
|
|
|
|
|
|
|
Write off of deferred leasing costs
|
|
|
$
|
(357,207
|
)
|
|
|
(e)
|
|
|
|
|
|
|
|
Underfunded pension costs
|
|
|
$
|
1,331,050
|
|
|
|
(f)
|
|
|
|
|
|
|
|
Reversal of deferred tax related to the condemnation
|
|
|
$
|
(61,649,000
|
)
|
|
|
(g)
|
|
|
$
|
11,618,787
|
|
|
|
(h)
|
|
|
|
|
|
|
|
Balance due on payment under the ICP due to reduced cash portion of dividend
|
|
|
$
|
1,229,800
|
|
|
|
(i)
|
|
|
|
|
|
|
|
Underfunded pension costs effect on equity
|
|
|
$
|
(1,331,050
|
)
|
|
|
(j)
|
|
|
|
|
|
|
|
Net impact on equity of the above adjustment
|
|
|
$
|
(21,556,624
|
)
|
|
|
(a)
|
|
|
|
|
|
|
|
Change in deferred rent receivable
|
|
|
$
|
1,873
|
|
|
|
(b)
|
|
|
|
|
|
|
|
Capital Expenditures
|
|
|
$
|
333,138
|
|
|
|
Write off of deferred leasing costs, net
|
|
|
|
39,082
|
|
|
|
|
|
|
$
|
372,220
|
|
|
|
(c)
|
|
|
|
|
|
|
|
Office depreciation
|
|
|
$
|
(3,120
|
)
|
|
|
Amortization of loan administration fees
|
|
|
|
(40,222
|
)
|
|
|
|
|
|
$
|
(43,342
|
)
|
|
|
(d)
|
|
|
$
|
(470,670
|
)
|
|
|
(a)
|
|
|
|
|
|
|
|
Change in deferred rent receivable
|
|
|
$
|
(88,212
|
)
|
|
|
(b)
|
|
|
|
|
|
|
|
Capital Expenditures
|
|
|
$
|
563,202
|
|
|
|
Write off of deferred leasing costs, net
|
|
|
|
(50,515
|
)
|
|
|
|
|
|
$
|
512,687
|
|
|
|
(c)
|
|
|
|
|
|
|
|
Office depreciation
|
|
|
$
|
(5,965
|
)
|
|
|
Amortization of loan administration fees
|
|
|
|
(280,455
|
)
|
|
|
|
|
|
$
|
(286,420
|
)
|
|
|
(d)
|
|
|
$
|
(900,095
|
)
|
|
|
(e)
|
|
|
|
|
|
|
|
Reversal of provision for income taxes
|
|
|
$
|
(61,649,000
|
)
|
|
|
|
|
|
|
June 30, 2013
|
|
|
|
|
December 31, 2012
|
|
|
|
|
December 31, 2011
|
|
|
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
GAAP Stockholders Equity
|
|
|
|
63,345,842
|
|
|
|
|
64,768,002
|
|
|
|
|
23,987,798
|
|
|
|
Fair
v
alue
r
eal
e
state
|
|
|
|
3,264,034
|
|
|
|
|
3,121,586
|
|
|
|
|
2,786,660
|
|
|
|
Cash due to special dividend &
i
ncentive
c
ompensation
Plan
|
|
|
|
(73,040,305
|
)
|
|
|
|
(73,040,305
|
)
|
|
|
|
(129,826,949
|
)
|
|
|
Change in
o
ther
c
urrent
a
ssets
|
|
|
|
(580,766
|
)
|
|
|
|
(468,260
|
)
|
|
|
|
(748,214
|
)
|
|
|
Estimated receipts net of liquidation and operating
costs |
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
86,850,709
|
|
|
|
Estimated liquidation and operating costs net of
receipts |
|
|
|
(11,618,787
|
)
|
|
|
|
(12,802,635
|
)
|
|
|
|
—
|
|
|
|
Pension
c
osts
|
|
|
|
(1,331,050
|
)
|
|
|
|
(1,331,050
|
)
|
|
|
|
(2,395,893
|
)
|
|
|
Deferred
t
axes
|
|
|
|
61,649,000
|
|
|
|
|
61,649,000
|
|
|
|
|
61,649,000
|
|
|
|
Incentive
c
ompensation
p
lan
p
ayable
|
|
|
|
(1,229,800
|
)
|
|
|
|
(1,229,800
|
)
|
|
|
|
(1,229,800
|
)
|
|
|
Net Assets
—
Pro forma
|
|
|
|
40,458,169
|
|
|
|
|
40,666,538
|
|
|
|
|
41,073,311
|
|
|
|
|
|
|
|
Sales Price
|
|
|
|||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
|
|
High
|
|
|
|
|
Low
|
|
|
|
From October 1, 2013 to October 1
7
, 2013
|
|
|
$
|
77.479
|
|
|
|
$
|
75.36
|
|
|
|
Quarter Ended September 30, 2013
|
|
|
$
|
80.04
|
|
|
|
$
|
69.29
|
|
|
|
Quarter Ended June 30, 2013
|
|
|
$
|
74.10
|
|
|
|
$
|
69.01
|
|
|
|
Quarter Ended March 31, 2013
|
|
|
$
|
76.00
|
|
|
|
$
|
71.36
|
|
|
|
|
|
|
|
Sales Price
|
|
|
|||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Quarter Ended
|
|
|
|
High
|
|
|
|
|
Low
|
|
|
|
December 31, 2012
|
|
|
$
|
114.80
|
|
|
|
$
|
68.01
|
|
|
|
September 30, 2012
|
|
|
$
|
115.22
|
|
|
|
$
|
107.00
|
|
|
|
June 30, 2012
|
|
|
$
|
116.40
|
|
|
|
$
|
97.86
|
|
|
|
March 30, 2012
|
|
|
$
|
106.00
|
|
|
|
$
|
96.61
|
|
|
|
|
|
|
|
Sales Price
|
|
|
|||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Quarter Ended
|
|
|
|
High
|
|
|
|
|
Low
|
|
|
|
December 31, 2011
|
|
|
$
|
110.01
|
|
|
|
$
|
54.99
|
|
|
|
September 30, 2011
|
|
|
$
|
70.00
|
|
|
|
$
|
52.03
|
|
|
|
June 30, 2011
|
|
|
$
|
76.34
|
|
|
|
$
|
63.52
|
|
|
|
March 31, 2011
|
|
|
$
|
82.94
|
|
|
|
$
|
69.75
|
|
|
|
|
|
|
|
Low
|
|
|
|
|
High
|
|
|
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Cash and Cash Equivalents as of June 30, 2013
|
|
|
$
|
88.5
|
|
|
|
$
|
88.5
|
|
|
|
Special Dividend
—
Cash Portion
|
|
|
$
|
(68.0
|
)
|
|
|
$
|
(68.0
|
)
|
|
|
Estimated Cash at December 31, 2013, Net of the Special Dividend
|
|
|
$
|
10.4
|
|
|
|
$
|
10.4
|
|
|
|
|
|
|
|
Low
|
|
|
|
|
High
|
|
|
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Proceeds
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at end of liquidation period (December 31, 2016)
|
|
|
$
|
8.6
|
|
|
|
$
|
9.0
|
|
|
|
Gross Real Estate Proceeds
(1)
|
|
|
|
36.4
|
|
|
|
|
44.3
|
|
|
|
Gross Cash
|
|
|
$
|
45.0
|
|
|
|
$
|
53.3
|
|
|
|
Uses
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance Obligations
|
|
|
$
|
0.6
|
|
|
|
$
|
0.6
|
|
|
|
Real Estate Selling Costs (6%)
|
|
|
|
2.1
|
|
|
|
|
2.6
|
|
|
|
Unfunded Pension Plan Costs
|
|
|
|
2.0
|
|
|
|
|
2.0
|
|
|
|
Deferred Taxes on Grove
|
|
|
|
1.3
|
|
|
|
|
1.3
|
|
|
|
D&O Insurance Expenses
|
|
|
|
0.4
|
|
|
|
|
0.4
|
|
|
|
Liquidation Costs
(2)
|
|
|
|
1.0
|
|
|
|
|
1.0
|
|
|
|
Litigation Contingency
|
|
|
|
0.6
|
|
|
|
|
0.6
|
|
|
|
Total Uses
|
|
|
$
|
8.0
|
(3)
|
|
|
$
|
8.5
|
(3)
|
|
|
Estimated Distributable Cash
|
|
|
$
|
37.0
|
(4)
|
|
|
$
|
44.8
|
(4)
|
|
|
Shares Outstanding as of August 9, 2013
|
|
|
|
1,482,680
|
|
|
|
|
1,482,680
|
|
|
|
Estimated Per Share Distribution, Net of the Special Dividend
|
|
|
$
|
24.95
|
|
|
|
$
|
30.22
|
|
|
|
Estimated Per Share Distribution, Inclusive of the Cash Portion of the Special Dividend of $45.86
(3)
per Share
|
|
|
$
|
70.81
|
|
|
|
$
|
76.08
|
|
|
|
Total Uses
|
|
|
$
|
43.6
|
(3)
|
|
|
$
|
44.1
|
(3)
|
|
|
Estimated Distributable Cash
|
|
|
$
|
1.4
|
(4)
|
|
|
$
|
9.2
|
(4)
|
|
|
Shares Outstanding as of August 9, 2013
|
|
|
|
1,482,680
|
|
|
|
|
1,482,680
|
|
|
|
Estimated Per Share Distribution
|
|
|
$
|
0.94
|
|
|
|
$
|
6.20
|
|
|
|
Estimated Per Share Distribution, Inclusive of the Cash Portion of the Special Dividend and Repayment of Dividend Notes and Payment of PIK Interest
|
|
|
$
|
70.81
|
|
|
|
$
|
76.08
|
|
|
|
Name & Principal Occupation or Employment
|
|
|
|
Age
|
|
|
|
|
First Became
a Director |
|
|
|
|
Current Board
Term Expires |
|
|
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Nominees for Election
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald J. Macklin
|
|
|
|
51
|
|
|
|
|
2003
|
|
|
|
|
2013
|
|
|
|
Vice President and Deputy General Counsel, National Grid
Director of the Company |
|
|||||||||||||||
|
Philip F. Palmedo
|
|
|
|
79
|
|
|
|
|
1996
|
|
|
|
|
2013
|
|
|
|
President of Palmedo Associates
Director of the Company |
|
|||||||||||||||
|
Continuing Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elliot H. Levine
|
|
|
|
60
|
|
|
|
|
2004
|
|
|
|
|
2014
|
|
|
|
CPA and Senior Member of Levine & Seltzer, LLP
Director of the Company |
|
|||||||||||||||
|
Paul L. Lamb
|
|
|
|
68
|
|
|
|
|
1997
|
|
|
|
|
2015
|
|
|
|
Partner of Lamb & Barnosky, LLP
Chairman of the Board of Directors of the Company |
|
|||||||||||||||
|
Nader G. M. Salour
|
|
|
|
55
|
|
|
|
|
2006
|
|
|
|
|
2015
|
|
|
|
Principal, Cypress Realty of Florida, LLC
Director of the Company |
|
|||||||||||||||
|
Richard B. Smith
|
|
|
|
59
|
|
|
|
|
2002
|
|
|
|
|
2015
|
|
|
|
Vice President, Commercial Banking Division,
First National Bank of L.I. Director of the Company |
|
|
Name and Address of Beneficial Owner
|
|
|
|
Amount and Nature of
Beneficial Ownership |
|
|
|
|
Percent of
Common Stock |
|
|
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Bulldog Investors
Brooklyn Capital Management Phillip Goldstein Andrew Dakos |
|
|
|
[154,824]
|
(1)
|
|
|
|
[10.44]
|
%
|
|
|
60 Heritage Drive
Pleasantville, NY 10570 |
|
|
|
|
|
|
|
|
|
|
|
|
Indaba Capital Management, LLC Indaba Partners, LLC
Indaba Capital Fund, L.P. Derek C. Schrier |
|
|
|
[144,932]
|
(5)
|
|
|
|
[9.78]
|
%
|
|
|
One Letterman Drive, Building D, Suite DM700
San Francisco, CA 94129 |
|
|
|
|
|
|
|
|
|
|
|
|
Leap Tide Capital Management, Inc.
Jan Loeb |
|
|
|
[95,889]
|
(3)
|
|
|
|
[6.47]
|
%
|
|
|
10451 Mill Run Circle
Owings Mills, MD 21117 |
|
|
|
|
|
|
|
|
|
|
|
|
Name, Position(s) with the Company
|
|
|
|
Amount and Nature of
Beneficial Ownership (1) |
|
|
|
|
Percent of
Common Stock |
|
|
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Paul L. Lamb, Chairman of the Board of Directors
|
|
|
|
[29,578]
|
(2)
|
|
|
|
[1.99]
|
%
|
|
|
Philip F. Palmedo, Director
|
|
|
|
[15,650]
|
(3)
|
|
|
|
[1.06]
|
%
|
|
|
Peter Pitsiokos, Chief Operating Officer, Chief Compliance Officer and Secretary
|
|
|
|
[0]
|
(4)
|
|
|
|
*
|
|
|
|
Nader G.M. Salour, Director
|
|
|
|
[194]
|
|
|
|
|
*
|
|
|
|
Richard B. Smith, Director
|
|
|
|
[1,000]
|
|
|
|
|
*
|
|
|
|
Ronald J. Macklin, Director
|
|
|
|
[66]
|
|
|
|
|
*
|
|
|
|
Elliot H. Levine, Director
|
|
|
|
[137]
|
|
|
|
|
*
|
|
|
|
Gary J. Fitlin, Chief Financial Officer and Treasurer
|
|
|
|
[0]
|
|
|
|
|
*
|
|
|
|
Frederick C. Braun III, President and Chief Executive Officer
|
|
|
|
[0]
|
|
|
|
|
*
|
|
|
|
All Directors and Executive Officers as a Group (Nine (9) Persons)
|
|
|
|
[46,625]
|
|
|
|
|
[3.14]
|
%
(5)
|
|
|
Name and principal position
|
|
|
|
Year
|
|
|
|
|
Salary
($) |
|
|
|
|
Bonus
($) |
|
|
|
|
Stock
awards # |
|
|
|
|
Option
awards |
|
|
|
|
Non-equity
incentive compensation plan ($) |
|
|
|
|
Non-qualified
deferred compensation earnings ($) |
|
|
|
|
All other
compensation ($) |
|
|
|
|
Total ($)
|
|
|
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Frederick C. Braun III
(1)
|
|
|
|
(A
|
)
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
President and CEO
|
|
|||||||||||||||||||||||||||||||||||||||||||||
|
Stephen V. Maroney
|
|
|
|
2012
|
|
|
|
|
174,583
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
779,405
|
(E)
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
953,988
|
|
|
|
Former President and CEO
|
|
|
|
2011
|
|
|
|
|
220,000
|
|
|
|
|
25,000
|
(C)
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
245,000
|
|
|
|
Peter Pitsiokos
|
|
|
|
2012
|
|
|
|
|
185,712
|
|
|
|
|
25,000
|
(B)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
568,755
|
(E)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
779,467
|
|
|
|
COO and Secretary
|
|
|
|
2011
|
|
|
|
|
176,869
|
|
|
|
|
25,000
|
(C)
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
201,869
|
|
|
|
Gary Fitlin
|
|
|
|
2012
|
|
|
|
|
195,335
|
|
|
|
|
25,000
|
(B)
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
60,500
|
(D)
|
|
|
|
280,835
|
|
|
|
CFO and Treasurer
(F)
|
|
|
|
2011
|
|
|
|
|
158,000
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
75,000
|
(D)
|
|
|
|
233,000
|
|
|
|
Name
|
|
|
|
Fees earned
or paid in cash ($) |
|
|
|
|
Stock
Awards ($) |
|
|
|
|
Option
Awards ($) |
|
|
|
|
Non-equity
incentive compensation plan ($) |
|
|
|
|
Non-qualified
deferred compensation earnings ($) |
|
|
|
|
All other
compensation ($) |
|
|
|
|
Total
($) |
|
|
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Paul L. Lamb
|
|
|
|
54,000
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
484,495
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
538,495
|
|
|
|
Naveen Bhatia*
|
|
|
|
30,000
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
315,975
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
345,975
|
|
|
|
Philip F. Palmedo
|
|
|
|
30,000
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
315,975
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
345,975
|
|
|
|
Elliot H. Levine
|
|
|
|
30,000
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
315,975
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
345,975
|
|
|
|
Richard B. Smith
|
|
|
|
30,000
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
315,975
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
345,975
|
|
|
|
Ronald J. Macklin
|
|
|
|
30,000
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
315,975
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
345,975
|
|
|
|
Nader G.M. Salour
|
|
|
|
30,000
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
315,975
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
345,975
|
|
|
|
Total
|
|
|
|
234,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,380,345
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,614,345
|
|
|
|
Fee Category
|
|
|
|
Fiscal
December 31, 2012 |
|
|
|
|
Fiscal
December 31, 2011 |
|
|
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Audit Fees
(1)
|
|
|
$
|
120,000
|
|
|
|
$
|
90,000
|
|
|
|
Audit-Related Fees
(2)
|
|
|
$
|
2,500
|
|
|
|
$
|
16,568
|
|
|
|
Tax Fees
(3)
|
|
|
$
|
32,500
|
|
|
|
$
|
29,827
|
|
|
|
All Other Fees
(4)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
Total Fees
|
|
|
$
|
155,000
|
|
|
|
$
|
136,395
|
|
|
|
Interest Rate:
|
|
|
5% per annum.
|
|
|
Interest Payment Dates:
|
|
|
June 15 and December 15 of each year, commencing June 15, 2014.
|
|
|
Interest Record Dates:
|
|
|
June 1 and December 1.
|
|
|
PIK Period:
|
|
|
The Company may, in its sole discretion, pay interest on the Notes in cash or in the form of additional Notes in an amount reflecting the applicable accrued and unpaid interest.
|
|
|
|
|
|
GYRODYNE COMPANY OF AMERICA, INC.
|
|
||||||
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
|
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
|
|
|
|
|
|
Title:
|
|
|
AUTHENTICATION:
|
|
|
|
|
|
|
|
|||
|
By:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
|
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
Section 2.1
|
|
|
|
F-
6
|
|
|
|
Section 2.2
|
|
|
|
F-
6
|
|
|
|
Section 2.3
|
|
|
|
F-
7
|
|
|
|
Section 2.4
|
|
|
|
F-
7
|
|
|
|
Section 2.5
|
|
|
|
F-
7
|
|
|
|
Section 2.6
|
|
|
|
F-
7
|
|
|
|
Section 2.7
|
|
|
|
F-
7
|
|
|
|
Section 3.1
|
|
|
|
F-
7
|
|
|
|
Section 3.2
|
|
|
|
F-
8
|
|
|
|
Section 3.3
|
|
|
|
F-
8
|
|
|
|
Section 3.4
|
|
|
|
F-
9
|
|
|
|
Section 3.5
|
|
|
|
F-
9
|
|
|
|
Section 3.6
|
|
|
|
F-
9
|
|
|
|
Section 3.7
|
|
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F-
10
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Section 3.8
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F-
12
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Section 4.1
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F-
13
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Section 4.2
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F-
15
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Section 4.3
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F-
16
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Section 5.1
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F-
17
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Section 5.2
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F-
17
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Section 5.3
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F-
17
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Section 5.4
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F-
17
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Section 5.5
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F-
17
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Section 5.6
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F-
18
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Section 5.7
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F-
18
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Section 5.8
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F-
18
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Section 5.9
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F-
18
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Section 5.10
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F-
18
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Section 5.11
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F-
19
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Section 5.12
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F-
19
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Section 5.13
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F-
19
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Section 5.14
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F-
20
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Section 5.15
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F-
21
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Section 5.16
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F-
21
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Section 6.1
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F-
22
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Section 6.2
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F-
22
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Section 6.3
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F-
22
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Section 6.4
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F-
22
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Section 6.5
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F-
22
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Section 7.1
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F-
23
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Section 9.1
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F-
27
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Section 9.2
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F-
27
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Section 9.3
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F-
27
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Section 9.4
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F-
27
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Section 9.5
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F-
27
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Section 10.1
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F-
28
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Section 10.2
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F-
28
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Section 10.3
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F-
28
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Section 10.4
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F-
29
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Section 10.5
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F-
29
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Section 10.6
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F-
29
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Section 10.7
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F-
29
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Section 11.1
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F-
30
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Section 11.2
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F-
30
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Section 11.3
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F-
30
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Section 11.4
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F-
31
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Section 12.1
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F-
31
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Section 12.2
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F-
31
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Section 12.3
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F-
32
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Section 12.4
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F-
32
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Section 12.5
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F-
32
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Section 12.6
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F-
32
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Section 12.7
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F-
32
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Section 12.8
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F-
33
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Section 12.9
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F-
33
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Section 12.10
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F-
33
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Section 13.1
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F-
35
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Section 13.2
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F-
35
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Section 13.3
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F-
35
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Section 13.4
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F-
35
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Section 13.5
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F-
35
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Section 13.6
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F-
35
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Section 13.7
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F-
35
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Section 13.8
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F-
35
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Section 13.9
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F-
35
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Section 13.10
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F-
36
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Section 13.11
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F-
36
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Section 13.12
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F-
36
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Section 13.13
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F-
36
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Section 13.14
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F-
36
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Section 13.15
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F-
36
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GYRODYNE COMPANY OF AMERICA, INC.
|
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|||
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By:
|
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Title: |
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Section 2.1
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G-
6
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Section 2.2
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G-
6
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Section 2.3
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G-
6
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Section 2.4
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G-
6
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Section 2.5
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G-
7
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Section 2.6
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G-
7
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Section 2.7
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G-
7
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Section 3.1
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G-
7
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Section 3.2
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G-
8
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Section 3.3
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G-
8
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Section 3.4
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G-
8
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Section 3.5
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G-
8
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Section 3.6
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G-
9
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Section 3.7
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G-
10
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Section 3.8
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G-
12
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Section 4.1
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G-
12
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Section 4.2
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G-
14
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Section 4.3
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G-
16
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Section 5.1
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G-
16
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Section 5.2
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G-
16
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Section 5.3
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G-
16
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Section 5.4
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G-
17
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Section 5.5
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G-
17
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Section 5.6
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G-
17
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Section 5.7
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G-
17
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Section 5.8
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G-
17
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Section 5.9
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G-
18
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Section 5.10
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G-
18
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Section 5.11
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G-
18
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Section 5.12
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G-
19
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Section 5.13
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G-
19
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Section 5.14
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G-
19
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Section 5.15
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G-
20
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Section 5.16
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G-
20
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Section 6.1
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G-
21
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Section 6.2
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G-
21
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Section 6.3
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G-
21
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Section 6.4
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G-
21
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Section 6.5
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G-
22
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Section 7.1
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G-
22
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Section 9.1
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G-
26
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Section 9.2
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G-
26
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Section 9.3
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G-
26
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Section 9.4
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G-
26
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Section 9.5
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G-
26
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Section 10.1
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G-
27
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Section 10.2
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G-
27
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Section 10.3
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G-
27
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Section 10.4
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G-
28
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Section 10.5
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G-
28
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Section 10.6
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G-
28
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Section 10.7
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G-
28
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Section 11.1
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G-
29
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Section 11.2
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G-
29
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Section 11.3
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G-
29
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Section 11.4
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G-
30
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Section 12.1
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G-
30
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Section 12.2
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G-
30
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Section 12.3
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G-
31
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Section 12.4
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G-
31
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Section 12.5
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G-
31
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Section 12.6
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G-
31
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Section 12.7
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G-
31
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Section 12.8
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G-
32
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Section 12.9
|
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G-
32
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Section 12.10
|
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G-
32
|
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Section 13.1
|
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|
G-
33
|
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Section 13.2
|
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G-
33
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Section 13.3
|
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G-
34
|
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Section 13.4
|
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G-
34
|
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Section 13.5
|
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G-
34
|
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Section 13.6
|
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G-
34
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Section 13.7
|
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G-
34
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Section 13.8
|
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G-
34
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Section 13.9
|
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G-
34
|
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Section 13.10
|
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G-
34
|
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Section 13.11
|
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G-
34
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|
Section 13.12
|
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|
G-
35
|
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|
Section 13.13
|
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|
G-
35
|
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|
Section 13.14
|
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|
G-
35
|
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|
Section 13.15
|
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|
G-
35
|
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|
|
GYRODYNE COMPANY OF AMERICA, INC.
|
|
|||
|
|
|
|
By:
|
|
|
Title: |
|
|
Exhibit
Number |
|
|
Exhibit Title
|
|
---|---|---|---|---|---|
|
2.1
|
|
|
Agreement and Plan of Merger, dated as of October 15, 2013, by and among Gyrodyne Company of America, Inc., Gyrodyne, LLC and Gyrodyne Special Distribution, LLC included as Annex C to the proxy statement/prospectus that is part of this registration statement and is incorporated herein by reference
|
|
|
3.1
|
|
|
Articles of Organization of Gyrodyne, LLC, dated as of October 3, 2013
|
|
|
3.2
|
|
|
Limited Liability Company Agreement of Gyrodyne, LLC, dated as of October 3, 2013
|
|
|
3.3
|
|
|
Form of Amended and Restated Limited Liability Company Agreement of Gyrodyne, LLC included as Annex F to the proxy statement/prospectus that is a part of this registration statement and is incorporated herein by reference. The Amended and Restated Limited Liability Company Agreement of Gyrodyne, LLC will be adopted as Gyrodyne, LLC’s limited liability company agreement prior to the effective time of the merger
|
|
|
5.1
|
|
|
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, as to the validity of the securities being issued*
|
|
|
8.1
|
|
|
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, as to tax matters*
|
|
|
23.1
|
|
|
Consent of
Baker Tilly Virchow Krause, LLP (as successor by merger of Holtz Rubenstein
Reminick LLP)
re: Gyrodyne Company of America, Inc.
|
|
|
23.2
|
|
|
Consent of
Baker Tilly Virchow Krause, LLP (as successor by merger of Holtz Rubenstein
Reminick LLP)
re: Gyrodyne, LLC
|
|
|
23.3
|
|
|
Consent incorporated by reference to Exhibit 5.1 of this Registration Statement on Form S-4
|
|
|
Exhibit
Number |
|
|
Exhibit Title
|
|
---|---|---|---|---|---|
|
23.4
|
|
|
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (incorporated by reference to Exhibit 8.1 to this Registration Statement on Form S-4)*
|
|
|
24.1
|
|
|
Powers of Attorney (included on the signature page hereto)
|
|
|
99.1
|
|
|
Form of Proxy Card for Gyrodyne Company of America, Inc. Annual Meeting
|
|
|
GYRODYNE, LLC
|
|
|||
|
By:
|
|
|
Gyrodyne Company of America, Inc.
its sole member |
|
|
By:
|
|
|
/s/ Frederick C. Braun III
Title: President and Chief Executive Officer |
|
|
Signature
|
|
|
Title
|
|
|
Date
|
|
---|---|---|---|---|---|---|---|---|
|
/s/ Frederick C. Braun III |
|
|
President and Chief Executive Officer of Gyrodyne, LLC (Principal Executive Officer) |
|
|
October 18 , 2013 |
|
|
/s/ Gary J. Fitlin
|
|
|
Senior Vice President and Chief Financial Officer of Gyrodyne, LLC
(Principal Financial Officer and Principal Accounting Officer) |
|
|
October
18
, 2013
|
|
|
/s/ Paul L. Lamb
|
|
|
Chairman of the Board of Directors of Gyrodyne Company of America, Inc.
|
|
|
October
18
, 2013
|
|
|
/s/ Elliot H. Levine
|
|
|
Director of Gyrodyne Company of America, Inc.
|
|
|
October
18
, 2013
|
|
|
/s/ Ronald J. Macklin
|
|
|
Director of Gyrodyne Company of America, Inc.
|
|
|
October
18
, 2013
|
|
|
/s/ Philip F. Palmedo
|
|
|
Director of Gyrodyne Company of America, Inc.
|
|
|
October
18
, 2013
|
|
|
/s/ Nader G.M. Salour
|
|
|
Director of Gyrodyne Company of America, Inc.
|
|
|
October
18
, 2013
|
|
|
/s/ Richard B. Smith
|
|
|
Director of Gyrodyne Company of America, Inc.
|
|
|
October
18
, 2013
|
|
|
Exhibit Number
|
|
|
Exhibit Title
|
|
---|---|---|---|---|---|
|
2.1
|
|
|
Agreement and Plan of Merger, dated as of October 15, 2013, by and among Gyrodyne Company of America, Inc., Gyrodyne, LLC and Gyrodyne Special Distribution, LLC included as Annex C to the proxy statement/prospectus that is part of this registration statement and is incorporated herein by reference
|
|
|
3.1
|
|
|
Articles of Organization of Gyrodyne, LLC, dated as of October 3, 2013
|
|
|
3.2
|
|
|
Limited Liability Company Agreement of Gyrodyne, LLC, dated as of October 3, 2013
|
|
|
3.3
|
|
|
Form of Amended and Restated Limited Liability Company Agreement of Gyrodyne, LLC included as Annex F to the proxy statement/prospectus that is a part of this registration statement and is incorporated herein by reference. The Amended and Restated Limited Liability Company Agreement of Gyrodyne, LLC will be adopted as Gyrodyne, LLC’s limited liability company agreement prior to the effective time of the merger
|
|
|
5.1
|
|
|
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, as to the validity of the securities being issued*
|
|
|
8.1
|
|
|
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, as to tax matters*
|
|
|
23.1
|
|
|
Consent of
Baker Tilly Virchow Krause, LLP (as successor by merger of Holtz Rubenstein
Reminick LLP)
re: Gyrodyne Company of America, Inc.
|
|
|
23.2
|
|
|
Consent of
Baker Tilly Virchow Krause, LLP (as successor by merger of Holtz Rubenstein
Reminick LLP)
re: Gyrodyne, LLC
|
|
|
23.3
|
|
|
Consent incorporated by reference to Exhibit 5.1 of this Registration Statement on Form S-4
|
|
|
23.4
|
|
|
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (incorporated by reference to Exhibit 8.1 to this Registration Statement on Form S-4)*
|
|
|
24.1
|
|
|
Powers of Attorney (included on the signature page hereto)
|
|
|
99.1
|
|
|
Form of Proxy Card for Gyrodyne Company of America, Inc. Annual Meeting
|
|
ARTICLES OF ORGANIZATION
OF
GYRODYNE, LLC
Under Section 203 of the
Limited Liability Company Law
FIRST: The name of the limited liability company is Gyrodyne, LLC.
SECOND: The county within this state in which the office of the limited liability company is to be located is Suffolk County.
THIRD: The secretary of state is designated as agent of the limited liability company upon whom process against it may be served. The address within or without this state to which the secretary of state shall mail a copy of any process against the limited liability company served upon him or her is One Flowerfield, Suite 24, Saint James, New York 11780.
IN WITNESS WHEREOF, this certificate has been subscribed this 2nd day of October, 2013.
By:
/s/ Frederick C. Braun III
Name: Frederick C. Braun III
Title: Organizer
LIMITED LIABILITY COMPANY AGREEMENT
OF
GYRODYNE, LLC
This Limited Liability Company Agreement of Gyrodyne, LLC (the “ Company ”), dated as of October 3, 2013 (this “ Agreement ”), is made by Gyrodyne Company of America, Inc., a self-managed and self-administered real estate investment trust formed under the laws of the State of New York, as sole member (the “ Member ”).
W I T N E S S E T H :
The Member has formed the Company as a limited liability company under the laws of the State of New York and desires to enter into a written agreement, in accordance with the provisions of the New York Limited Liability Company Law and any successor statute, as amended from time to time (the “ Act ”), governing the affairs of the Company and the conduct of its business.
ARTICLE
I
THE LIMITED LIABILITY COMPANY
Section 1.1 Formation . The Member previously has formed the Company as a limited liability company pursuant to the provisions of the Act. A Certificate of Formation for the Company (the “ Certificate of Formation ”) has been filed in the Office of the Secretary of State of the State of New York in conformity with the Act. Express authorization hereby is given to Frederick C. Braun III for the exclusive purpose of executing the Certificate of Formation of the Company and filing it in the Office of the Secretary of State of New York.
Section 1.2 Name . The name of the Company shall be “Gyrodyne, LLC” and its business shall be carried on in such name with such variations and changes as the Member shall determine or deem necessary to comply with requirements of the jurisdictions in which the Company’s operations are conducted.
Section 1.3 Business Purpose; Powers . The Company is formed for the purpose of engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Act. The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.
Section 1.4 Registered Office and Agent . The Company shall maintain a registered office in the State of New York at One Flowerfield, Suite 24, Saint James,
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New York 11780. The Member may, from time to time, change the Company’s registered office and/or appoint or change the Company’s registered agent and shall forthwith amend the Articles of Organization to reflect such change(s).
Section 1.5 Term . Subject to the provisions of Articles VI and VIII below, the Company shall have perpetual existence.
Section 1.6 Principal Place of Business . The principal place of business of the Company shall be at such location as the Member, from time to time, may select.
Section 1.7 Title to Company Property . Legal title to all property of the Company shall be held and vested and conveyed in the name of the Company and no real or other property of the Company shall be deemed to be owned by the Member individually. The Common Interests (as hereinafter defined) of the Member shall constitute personal property.
Section 1.8 Fiscal Year . The fiscal year of the Company (the “ Fiscal Year ”) for financial statement purposes shall end on December 31 of each year or at such other date as the Member, from time to time, may select.
ARTICLE
II
THE MEMBER
Section 2.1 The Member . The name and address of the Member is as follows:
Name | Address |
Gyrodyne Company of America, Inc. |
One Flowerfield, Suite 24
Saint James, New York 11780 |
Section 2.2 Management by Member . The management of the Company is fully reserved to the Member, and the Company shall not have “managers,” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, who shall make all decisions and take all actions for the Company. In managing the business and affairs of the Company and exercising its powers, the Member shall act through resolutions adopted at meetings or in actions by written consent. Decisions or actions taken by the Member in accordance with this Agreement shall constitute decisions or action by the Company and shall be binding on the Company.
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Section 2.3 Officers . The Member may, from time to time as it deems advisable, appoint officers of the Company and assign in writing titles (including, without limitation, President, Vice President, Secretary and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the New York Business Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 2.3 may be revoked at any time by the Member. A vacancy in any office because of death, resignation, removal, disqualification or any other cause, shall be filled by the Member or any such person as may be appointed by the Member. The initial Officers appointed by the Member are as follows:
Name | Address | |
Frederick C. Braun III | President and Chief Executive Officer | |
Gary J. Fitlin | Senior Vice President and Chief Financial Officer | |
Peter Pitsiokos | Executive Vice President, Chief Operating Officer and Secretary |
Section 2.4 Member Meetings .
(a) Actions by the Member; Meetings . The Member may approve a matter or take any action at a meeting or without a meeting by the written consent of the Member pursuant to subparagraph (b) below.
(b) Action by Written Consent . Any action may be taken by the Member without a meeting if authorized by the written consent of the Member. In no instance where action is authorized by written consent of the Member will a meeting of the Member be called or notice be given. However, a copy of the action taken by written consent shall be filed with the records of the Company.
Section 2.5 Liability of the Member . All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member.
Section 2.6 Power to Bind the Company . The Member (acting in its capacity as such) shall have the authority to bind the Company to any third party with respect to any matter.
Section 2.7 Admission of Members . New members shall be admitted only upon the approval of the Member and execution by such new member of a joinder agreement (a “ Joinder Agreement ”) in form and substance reasonably acceptable to the
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Member, providing that such new member shall be bound by and shall fully comply with the terms of this Agreement.
ARTICLE
III
CAPITAL STRUCTURE AND CONTRIBUTIONS
Section 3.1 Capital Structure . The capital structure of the Company shall consist of one class of common interests (the “ Common Interests ”), which shall initially consist of one hundred common interests, all of which are issued to the Member. All Common Interests shall be identical with each other in every respect.
Section 3.2 Capital Contributions . From time to time, the Member may determine that the Company requires capital and may make capital contributions in an amount determined by the Member. A capital account shall be maintained for the Member, to which contributions and profits shall be credited and against which distributions and losses shall be charged.
ARTICLE
IV
PROFITS, LOSSES AND DISTRIBUTIONS
Section 4.1 Profits and Losses . For financial accounting and tax purposes, the Company’s net profits or net losses shall be determined on an annual basis in accordance with the manner in which profit or loss is determined for Federal income tax purposes. In each year, profits and losses shall be allocated entirely to the Member.
Section 4.2 Distributions . The Member shall determine profits available for distribution and the amount, if any, to be distributed to the Member, and shall authorize and distribute on the Common Interests, the determined amount when, as and if declared by the Member. The distributions of the Company shall be allocated entirely to the Member.
Section 4.3 Withholding Taxes . The Company is authorized to withhold from distributions to the Member, or with respect to allocations to the Member, and to pay over to a Federal, state or local government, any amounts required to be withheld pursuant to the Internal Revenue Code of 1986, as amended, or any provisions of any other Federal, state or local law. Any amounts so withheld shall be treated as having been distributed to the Member pursuant to this Article IV for all purposes of this Agreement, and shall be offset against the current or next amounts otherwise distributable to the Member.
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ARTICLE V
ACCOUNTS; TAX MATTERS
Section 5.1 Books . The Member shall cause to be maintained complete and accurate books of account of the Company’s affairs at the Company’s principal place of business. Such books shall be kept on such method of accounting as the Member shall select. The Company’s accounting period shall be as determined by the Member.
Section 5.2 Company Tax Returns . The Member shall cause to be prepared and timely filed all tax returns required to be filed for the Company. Subject to Section 5.3, the Member may, in its sole discretion, make or refrain from making any tax election for the Company that it deems necessary.
Section 5.3 Tax Treatment . To the extent the Member is the sole member of the Company, (i) it is the intention of the Member that, for income tax purposes, the Company be treated as an entity that is disregarded as an entity separate from its owner and (ii) the Member and the Company shall timely make all necessary elections and filings, if any, for income tax purposes such that it will not be treated as a separate entity, but, instead, will be treated for income tax purposes as an entity that is disregarded as an entity separate from its owner.
ARTICLE
VI
EVENTS OF DISSOLUTION
Section 6.1 Events . The Company shall be dissolved upon the occurrence of any of the following events (each, an “ Event of Dissolution ”):
(a) The Member votes for dissolution; or
(b) A judicial dissolution of the Company under Section 702 of the Act.
Section 6.2 Continuation . No other event, including the retirement, withdrawal, insolvency, liquidation, dissolution, insanity, resignation, expulsion, bankruptcy, death, incapacity or adjudication of incompetency of the Member, shall cause the existence of the Company to terminate.
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ARTICLE
VII
TRANSFER OF INTERESTS IN THE COMPANY
Section 7.1 Transfer of Interests . The Member may sell, assign, transfer, convey, gift, exchange or otherwise dispose of any or all of its Common Interests and any assignee of the Common Interests shall be admitted as a member of the Company upon execution of a Joinder Agreement.
ARTICLE
VIII
TERMINATION
Section 8.1 Liquidation . In the event that an Event of Dissolution shall occur, then the Company shall be liquidated and its affairs shall be wound up. All proceeds from such liquidation shall be distributed in accordance with the provisions of Section 704 of the Act, and all Common Interests in the Company shall be cancelled.
Section 8.2 Final Accounting . In the event of the dissolution of the Company, prior to any liquidation, a proper accounting shall be made to the Member from the date of the last previous accounting to the date of dissolution.
Section 8.3 Distribution in Kind . All or any portion of the Company’s assets may be distributed in kind to the Member in the event the Member determines that it is in the best interest of the Company.
Section 8.4 Articles of Dissolution . Upon the completion of the winding up of the Company and the distribution of the Company’s assets, the Company shall be terminated and the Member shall cause the Company to execute and file Articles of Dissolution in accordance with Section 705 of the Act.
ARTICLE
IX
EXCULPATION AND INDEMNIFICATION
Section 9.1 Exculpation . Notwithstanding any other provisions of this Agreement, whether express or implied, or obligation or duty at law or in equity, none of the Member, or any officers, directors, stockholders, employees, representatives or agents of the Member, nor any officer, employee, representative or agent of the Company (individually, a “ Covered Person ” and, collectively, the “ Covered Persons ”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence.
Section 9.2 Indemnification . To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and
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other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (“ Claims ”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 9.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 9.2.
Section 9.3 Amendments . Any repeal or modification of this Article IX by the Member shall not adversely affect any rights of such Covered Person pursuant to this Article IX, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE
X
AMENDMENT TO AGREEMENT
Section 10.1 Amendments . Amendments to this Agreement and to the Certificate of Formation shall be approved in writing by the Member. An amendment shall become effective as of the date specified in the approval of the Member or if none is specified as of the date of such approval or as otherwise provided in the Act.
ARTICLE
XI
GENERAL PROVISIONS
Section 11.1 Construction Principles . As used in this Agreement words in any gender shall be deemed to include all other genders. References in this Agreement to “ person ” shall mean an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including, without limitation, a governmental body or authority. The singular shall be deemed to include the plural and vice versa. The captions and article and section headings in this Agreement are inserted for convenience of
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reference only and are not intended to have significance for the interpretation of or construction of the provisions of this Agreement.
Section 11.2 Severability . If any provision or clause of this Agreement is held to be invalid or unenforceable for any reason, such provision or clause shall be ineffective to the extent of such invalidity or unenforceability; provided, however, that the remaining provisions and clauses will continue in full force without being impaired or invalidated in any way unless such invalid or unenforceable provision or clause shall be so significant as to materially affect the expectations of the member(s) regarding this Agreement. Otherwise, any invalid or unenforceable provision or clause shall be replaced by the member(s) with a valid provision or clause which most closely approximates the intent and economic effect of the invalid or unenforceable provision.
Section 11.3 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the principles of conflicts of law thereunder.
Section 11.4 Binding Effect . This Agreement shall be binding upon, and inure to the benefit of, the Member.
Section 11.5 Additional Documents and Acts . The Member agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions, and conditions of this Agreement and of the transactions contemplated hereby.
Section 11.6 No Third-Party Beneficiary . This Agreement is made solely for the benefit of the Member and no other person shall have any rights, interest, or claims hereunder or otherwise be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.
Section 11.7 Limited Liability Company . The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of New York or any other laws.
[ Remainder of Page Intentionally Left Blank .]
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IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Limited Liability Company Agreement as of the day first above written.
GYRODYNE COMPANY OF AMERICA, INC.
By:
/s/ Frederick C. Braun III
Name: Frederick C. Braun III
Title: President and Chief Executive Officer
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Schedule
14A of Gyrodyne Company of America, Inc. and Subsidiaries of our report dated March 18, 2013, relating to the consolidated financial
statements and the effectiveness of internal control over financial reporting, which appears on pages F1 and F2 of the annual
report on Form 10-K for the year ended December 31, 2012.
/s/ BAKER TILLY VIRCHOW KRAUSE, LLP (as successor by merger of Holtz Rubenstein Reminick LLP)
Melville, New York
October 18, 2013
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement on Form S-4 of Gyrodyne Company of America, Inc. and Subsidiaries of our report dated March 18, 2013, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears on pages F1 and F2 of the annual report on Form 10-K for the year ended December 31, 2012.
/s/ BAKER TILLY VIRCHOW KRAUSE, LLP (as successor by merger of Holtz Rubenstein Reminick LLP)
Melville, New York
October 18, 2013
CONTINUED AND T O BE SIGNED ON REVERSE SIDE
GY R O D YNE COM P ANY OF AMERICA, INC.
ANN U AL MEETING OF SHAREHOLDERS, ( )
R e v oca b le P r o xy
P R O XY/ A UTHORIZ A TION AND DIRECTION FOR EXECUTION
OF P R O XY SOLICITED ON BEHALF OF THE B O ARD OF DIREC T ORS
The undersigned here b y designates F rede r i c k C . B r aun III, Ga r y J . Fitlin and P eter Pitsio k o s , and each of them, their t r ue and l a wful agents and pr o xies with full p o w er of substitution in each, to represent the undersigned at the An n ual Meeting of Shareholders of GY R O D YNE COM P ANY OF AMERICA, IN C . to b e hel d a t Fl o w erfiel d Celeb r ation s , Mill s P on d Road , St . J ame s , N e w Y o r k 1178 0 o n ( ) at 11:00 A.M., and a n y adjournment thereo f , and r e v oking all pr o xies hereto f ore gi v en, as designated hereon. The shares shall be v oted in the discretion of the pr o xies on such other matters as m a y prope r ly come be f ore the meeting or a n y adjournment thereo f . This pr o xy shall remain in ef f ect f or a pe r iod of one y ear from its dat e .
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS The Notice of Meeting, Proxy Statement and Proxy Card are available at http://www.gyrodyne.com/proxy.php. ? FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY BY MAIL ? THIS PROXY/AUTHORIZATION AND DIRECTION FOR EXECUTION OF PROXY, IF PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE FOR A PROPOSAL, THE SHARES WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. Receipt of the Proxy Statement and Annual Report is hereby acknowledged. A vote FOR Item 1 is recommended by the Board of Directors. 1. To authorize a proposed plan of merger and the transactions contemplated thereby under the New York Business Corporation Law, including the merger of the Company into Gyrodyne, LLC. FOR AGAINST ABSTAIN 2. To elect two (2) directors to a three-year term of office, and until their successors shall be duly elected and qualified; Ronald J. Macklin Term Expiring 2016 FOR WITHHOLD Philip F. Palmedo Term Expiring 2016 FOR WITHHOLD 3. To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers, as disclosed in this proxy statement; FOR AGAINST ABSTAIN 4. To determine, by a non-binding advisory vote, the frequency of future advisory votes on the compensation of the Company's named executive officers; 1 Yr 2 Yrs 3 Yrs ABSTAIN 5. To approve, by a non-binding, advisory vote, certain compensation arrangements for certain executive officers that will be triggered by the merger; and FOR AGAINST ABSTAIN 6. To ratify the engagement of Baker Tilly Virchow Krause, LLP (successor to Holtz Rubenstein Reminick LLP) as independent accountants of the Company and its subsidiaries for the 2013 fiscal year. FOR AGAINST ABSTAIN Dated , 2013 Signature Title SIGN ABOVE - Please sign exactly as your name appears hereon. If shares are registered in more than one name, all should sign but if one signs, it binds the others. When signing as attorney, executor, administrator, agent, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by an authorized person. If a partnership, please sign partnership name by an authorized person.