SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Amendment No.
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Gyrodyne Company of America, Inc.
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
403820103
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(CUSIP Number)
Elchanan Maoz
P.O. Box 36254
Tel Aviv 65115 Israel.
Guy N. Molinari, Esq.
Heller Ehrman White & McAuliffe LLP
120 West 45th Street
New York, NY 10036
(212) 832-8300
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 29, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 403820103 Page 2 of 21
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1 NAME OF REPORTING PERSONS. I.R.S IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY)
Kellogg Capital Group, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
x (a) (b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7 SOLE VOTING POWER
0
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8 SHARED VOTING POWER
61,772
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
61,772
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
61,772
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
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14 TYPE OF REPORTING PERSON*
BD
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CUSIP No. 403820103 Page 3 of 21
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1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Kellogg Group, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
X (a) (b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
----------------------------------------------------------------
7 SOLE VOTING POWER
0
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8 SHARED VOTING POWER
61,772
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9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
61,772
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
61,772
---------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
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14 TYPE OF REPORTING PERSON*
OO
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CUSIP No. 403820103 Page 4 of 21
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1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Charles K. Kellogg
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
X (a) (b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
------------------------------------------------------------------
7 SOLE VOTING POWER
0
------------------------------------------------------------------
8 SHARED VOTING POWER
61,772
------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
61,772
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
61,772
--------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 403820103 Page 5 of 21
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1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Lee Kellogg
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
X (a) (b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
------------------------------------------------------------------
7 SOLE VOTING POWER
0
------------------------------------------------------------------
8 SHARED VOTING POWER
61,772
------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
61,772
-----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
61,772
-----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
-----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
-----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 403820103 Page 6 of 21
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1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Everest Special Situations Fund L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
X (a) (b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7 SOLE VOTING POWER
0
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8 SHARED VOTING POWER
29,624
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
29,624
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
29,624
-------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
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14 TYPE OF REPORTING PERSON*
PN
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CUSIP No. 403820103 Page 7 of 21
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1 NAME OF REPORTING PERSONS. I.R.S.IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Maoz Everest Fund Management Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
X (a) (b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
----------------------------------------------------------------------
7 SOLE VOTING POWER
0
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8 SHARED VOTING POWER
29,624
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9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
29,624
---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
29,624
---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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CUSIP No. 403820103 Page 8 of 21
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1 NAME OF REPORTING PERSONS. I.R.S.IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Elchanan Maoz
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
X (a) (b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
-----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
-----------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
-----------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------------------------------------------
8 SHARED VOTING POWER
29,624
-----------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
29,624
----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
29,624
----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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Introduction: As further described in this Schedule 13D, Everest Special
Situations Fund L.P. and Kellogg Capital Group, LLC, beneficially own
approximately 8% of the Common Stock of Gyrodyne Company of America, Inc. (the
"Issuer"). As indicated in a letter to the Board of Directors of the Issuer
dated July 8, 2004 and attached hereto as Exhibit C, Everest Special Situations
Fund L.P. and Kellogg Capital Group, LLC, collectively, may explore with
management and other third parties ways to maximize shareholder value.
SCHEDULE 13D
Item 1. Security and Issuer
(a) Class of Securities: Common Stock, par value $1.00
("Common Stock")
(b) Issuer: Gyrodyne Company of America, Inc. 102 Flowerfield
St. James, New York 11780
Item 2. Identity and Background
(a-c and f) The persons filing this statement are Everest Special
Situations Fund L.P. ("Everest"), a Delaware limited partnership, Maoz Everest
Fund Management Ltd. ("MEFM"), an Israeli company, Kellogg Capital Group, LLC
("Kellogg"), a New York limited liability company, Kellogg Group, LLC, a New
York limited liability company ("Kellogg Group"), Elchanan Maoz, a citizen of
Israel ("Maoz"), Mr. Charles K. Kellogg, a citizen of the United States and Ms.
Lee Kellogg, a citizen of the United States. Everest, MEFM, Kellogg, Kellogg
Group, Maoz, Mr. Charles K. Kellogg and Ms. Lee Kellogg are referred to herein
collectively as the Reporting Person or Reporting Persons. The principal
business address of Kellogg, Kellogg Group, Mr. Charles K. Kellogg and Ms. Lee
Kellogg is 14 Wall Street, 27th Flr., New York, NY 10005. Ms. Lee Kellogg is the
principal of Kellogg Design Inc, an interior designer. The principal business
address of Everest, Maoz and MEFM is P.O. Box 36254, Tel Aviv 65115 Israel.
Each of Everest and Kellogg is primarily engaged in the business of
investing in securities. The principal business of MEFM is acting as the general
partner of Everest. The Kellogg Group is the sole interest holder of Kellogg.
The name, business address, present principal occupation or employment and
citizenship of each executive officer, director and or executive committee
member of MEFM and Kellogg is set forth on Exhibit A hereto which is
incorporated herein by reference. The Kellogg Group has no officers or
directors.
Mr. Elchanan Maoz is the Chairman of Everest and the controlling
stockholder, Chairman and Chief Executive Officer of MEFM. Charles K. Kellogg is
a controlling member of the Kellogg Group and the Chief Executive Officer and a
member of the Executive Committee of Kellogg. Ms. Lee Kellogg is a controlling
member of Kellogg Group. Each of Mr. Charles K. Kellogg, Ms. Lee Kellogg and the
9
Kellogg Group is in a position to directly and indirectly determine the
investment and voting decisions made by Kellogg. Each of Charles K. Kellogg, Ms.
Lee Kellogg and the Kellogg Group disclaim beneficial ownership of the shares of
the Issuer's Common Stock beneficially owned by Kellogg, except for their
respective pecuniary interest therein. Each of Charles K. Kellogg, Ms. Lee
Kellogg and the Kellogg Group disclaim beneficial ownership of the shares of the
Issuer's Common Stock beneficially owned by Everest. Mr. Elchanan Maoz is in a
position to directly and indirectly determine the investment and voting
decisions made by MEFM, and consequently Everest. Mr. Elchanan Maoz disclaims
beneficial ownership of the shares of the Issuer's Common Stock beneficially
owned by Everest except for his pecuniary interest therein. Each of Mr. Elchanan
Maoz, Everest and MEFM disclaim beneficial ownership of the shares of the
Issuer's Common Stock beneficially owned by Kellogg.
The Reporting Persons may be deemed to be a "group" within the meaning of
Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
(d,e). During the last five years, none of the Reporting
Persons, nor to the best of their knowledge, any of the Reporting Persons' (if
such Reporting Person is a corporation, particularly or similar entity)
executive officers, directors (if any) or executive committee members, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in its or his being
subject to a judgment, decree or final order enjoining future violation of, or
prohibiting or mandating activities subject to, federal or state securities laws
or a finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds of Other Consideration
The aggregate purchase prices of the shares of the Issuer's Common Stock
("Shares") purchased by each of Everest and Kellogg and reported in this
Schedule 13D were as follows:
Name of Reporting Person Aggregate Purchase Price
Everest $ 806,463
Kellogg $1,484,430
Purchases to date by each of Everest and Kellogg of the Shares reported
herein as beneficially owned by them have been made from their respective
working capital and any and all shares of the Issuer's Common Stock to be
acquired in the future shall be effected with their respective working capital.
Item 4. Purpose of Transaction
Everest and Kellogg purchased Shares for investment purposes and not for
the purpose of controlling the Issuer or effecting control transactions. Each of
Everest and Kellogg may at any time increase or decrease its position in the
securities of the Issuer. Everest and Kellogg, however, believe that management
of the Issuer should consider taking steps to unlock value for the Issuer's
shareholders. Everest and Kellogg intend to explore ways in which the Issuer
could maximize shareholder value. In this connection, Everest and Kellogg may
communicate with other shareholders, industry participants and other potentially
10
interested parties, seek board representation, and/or seek to discuss with the
Issuer's management (i) management's current and future strategies with respect
to the Company's assets, (ii) the Issuer's ongoing dispute with SUNY Stony Brook
regarding SUNY Stony Brook's efforts to acquire land from the Issuer in Suffolk
County, New York via eminent domain/condemnation proceedings and (iii) the
willingness of Everest and Kellogg, under the appropriate circumstances, to work
with the Issuer in challenging SUNY Stony Brook's eminent domain action. While
Everest and Kellogg currently intend to act in concert in pursuing the above
course of action, each reserves the right to take such action or any other
action independent of the other.
The Reporting Persons currently have no plans, proposals or intentions
which would result in any actions described in clauses (a) through (j) in Item 4
(Proposed Transaction) of the General Instructions of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on July 8, 2004, the Reporting Persons
may be deemed to own beneficially in the aggregate 91,396 shares of the
Issuer's Common Stock which constitutes approximately 8% of the outstanding
shares of the Issuer's Common Stock (based upon the number of shares that
were reported to be outstanding in the Issuer's Form 10-Q SB for the fiscal
quarter ended January 31, 2004). Mr. Elchanan Maoz by virtue of his status
as a controlling stockholder of MEFM, the general partner of Everest, may
be deemed to own beneficially the shares of the Issuer's Common Stock by
Everest. Mr. Elchanan Maoz disclaims beneficial ownership of such shares of
the Issuer's Common Stock except to the extent of his pecuniary interest
therein. Kellogg Group as the sole member of Kellogg may be deemed to
beneficially own the shares of the Issuer's Common Stock beneficially owned
by Kellogg. Mr. Charles K. Kellogg and Ms. Lee Kellogg, by virtue of their
status as controlling members of Kellogg Group, may be deemed to own
beneficially the shares of the Issuer's Common Stock beneficially owned by
Kellogg Group, and consequently Kellogg. Mr. Charles K. Kellogg, Ms. Lee
Kellogg and Kellogg Group disclaim beneficial ownership of such shares of
the Issuer's Common Stock except to the extent of their pecuniary interest
therein.
(b) Each of Everest, MEFM and Kellogg, respectively, has the sole or shared
power to vote or to direct the vote and to dispose or to direct the disposition
of the shares of which it is deemed to beneficially own. Mr. Charles K. Kellogg,
Ms. Lee Kellogg and Kellogg Group may be deemed to share with Kellogg such
powers with respect to the shares of the Issuer's Common Stock Kellogg
beneficially owns. Mr. Elchanan Maoz may be deemed to share with MEFM such
powers with respect to the shares of the Issuer's common stock MEFM beneficially
owns.
11
The following table sets forth the transactions effected by Everest and
Kellogg with respect to the Issuer's Common Stock during the past sixty days.
Unless otherwise noted, all such transactions were effected in the open market.
Except as reported herein no other Reporting Person effected any transactions
with respect to the Issuer's Common Stock during the past sixty days.
Kellogg Transactions
Date Price No. of Shares Purchased
7/6/2004 $ 28.24 100
7/7/2004 $29.0916 4,500
Everest Transactions
Date Price No. of Shares Purchased
5/7/2004 $28.00 1,100
5/17/2004 $27.97 1,100
5/20/2004 $27.82 100
5/20/2004 $27.78 300
5/20/2004 $27.78 300
5/20/2004 $27.78 300
6/29/2004 $27.91 100
6/29/2004 $27.25 189
6/30/2004 $27.96 100
6/30/2004 $27.98 100
6/30/2004 $28.18 100
6/30/2004 $28.18 100
6/30/2004 $28.16 100
6/30/2004 $28.18 100
6/30/2004 $28.00 800
(c) To the best of each of the Reporting Persons' knowledge, except as
set forth herein, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any
shares of common stock which the Reporting Persons may be deemed to own
beneficially.
(d) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of Issuer
Everest and Kellogg, LLC, beneficially own approximately 8% of the Common
Stock of the Issuer. In a letter to the Board of Directors of the Issuer dated
July 8, 2004 and attached hereto as Exhibit C, Everest and Kellogg indicted that
together they intend to explore ways in which the Issuer could maximize
shareholder value. In this connection, Everest and Kellogg may communicate with
other shareholders, industry participants and other potentially interested
parties, seek board representation, and/or seek to
12
discuss with the Issuer's management (i) management's current and future
strategies with respect to the Company's assets, (ii) the Issuer's ongoing
dispute with SUNY Stony Brook regarding SUNY Stony Brook's efforts to acquire
land from the Issuer in Suffolk County, New York via eminent domain/condemnation
proceedings and (iii) the willingness of Everest and Kellogg, under the
appropriate circumstances, to work with the Issuer in challenging SUNY Stony
Brook's eminent domain action. While Everest and Kellogg currently intend to act
in concert in pursuing the above course of action, each reserves the right to
take such action or any other action independent of the other.
Item 7. Material to be filed as Exhibits
Exhibit A -- Directors and Executive Officers of Maoz Everest Fund
Management Ltd. and Kellogg Capital Group, LLC.
Exhibit B -- Joint Filing Agreement dated July 8, 2004.
Exhibit C -- Letter to Gyrodyne Company of America, Inc. dated July 8, 2004
from Kellogg Capital Group, LLC and Everest Special Situations Fund L.P.
Exhibit D-- Power of Attorney of each of Charles K. Kellogg and Lee
Kellogg.
13
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Dated: July 8, 2004
EVEREST SPECIAL SITUATIONS FUND L.P.
By: Maoz Everest
Fund Management Ltd.,
its general partner
By: /s/ Elchanan Maoz
Name: Elchanan Maoz
Title: Chairman and Chief Executive Officer
MAOZ EVEREST FUND MANAGEMENT LTD.
By: /s/ Elchanan Maoz
Name: Elchanan Maoz
Title: Chairman and Chief Executive Officer
/s/ Elchanan Maoz
Elchanan Maoz
KELLOGG CAPITAL GROUP, LLC
By: /s/ Mathew Brand
Name: Matthew Brand
Title: Managing Director
KELLOGG GROUP, LLC
By: /s/ Charles Kellogg
Name: Charles Kellogg
Title: Managing Member
/s/ Charles K. Kellogg
Charles K. Kellogg
/s/ Lee Kellogg
Lee Kellogg
14
EXHIBIT A
(i) DIRECTORS AND EXECUTIVE OFFICERS OF MAOZ EVEREST FUND MANAGEMENT LTD.
The name and present principal occupation or employment of the directors
and executive officers of Maoz Everest Fund Management Ltd. are set forth below.
The business address of each director and executive officer is P.O. Box 36254
Tel Aviv 65115, Israel. All such persons are citizens of Israel.
Present Principal
Name and Position Occupation or Employment
Elchanan Maoz, Chairman and Chief Chairman and Chief Executive Officer
Executive Officer Maoz Everest Fund Management Ltd.
Guy Ayalon, General Manger General Manager
Maoz Everest Fund Management Ltd.
(ii) EXECUTIVE COMMITTEE MEMBERS AND EXECUTIVE OFFICER OF KELLOGG CAPITAL GROUP,
LLC
The name and present principal occupation or employment of the directors
and executive officers of Kellogg Capital Group, LLC are set forth below. The
business address of each Executive Committee Member and executive officer is 14
Wall Street, 27th Flr., New York, NY 10005. All such persons are United States
citizens.
Present Principal
Name and Position Occupation or Employment
Charles K. Kellogg, Chief Executive Officer
Chief Executive Officer Kellogg Capital Group, LLC
and Executive Committee Member
Matthew Brand Executive Committee Member
Executive Committee Member Kellogg Capital Group, LLC
Mark Schalles Executive Committee Member
Executive Committee Member Kellogg Capital Group, LLC
Jeff Benton Executive Committee Member
Executive Committee Member Kellogg Capital Group, LLC
15
Christopher Carey Executive Committee Member
Executive Committee Member Kellogg Capital Group, LLC
Greg Villany Executive Committee Member
Executive Committee Member Kellogg Capital Group, LLC
James Hyde Executive Committee Member
Executive Committee Member Kellogg Capital Group, LLC
16
EXHIBIT B
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing
on behalf of each of them of a Statement on Schedule 13D (including
amendments thereto) with respect to the common stock, par value $1.00 per
share, of Gyrodyne Company of America, Inc., and further agree that this
Joint Filing Agreement be included as an Exhibit to such joint filings. In
evidence thereof, the undersigned, being duly authorized, have executed
this Joint Filing Agreement this 8th day of July, 2004. Each the persons
named below shall be responsible for the accuracy and completeness of
his/her/its own disclosure in such filings. Any party hereto may terminate
this Agreement at any time on twenty-four hours written notice to the other
parties.
EVEREST SPECIAL SITUATIONS FUND L.P.
By: Maoz Everest
Fund Management Ltd.,
its general partner
By: /s/ Elchanan Maoz
Name: Elchanan Maoz
Title: Chairman and Chief Executive
Officer
MAOZ EVEREST FUND MANAGEMENT LTD.
By: /s/ Elchanan Maoz
Name: Elchanan Maoz
Title: Chairman and Chief Executive
Officer
/s/ Elchanan Maoz
Elchanan Maoz
KELLOGG CAPITAL GROUP, LLC
By: /s/ Matthew Brand
Name: Matthew Brand
Title: Managing Director
KELLOGG GROUP, LLC
By: Charles Kellogg
Name: Charles Kellogg
Title: Managing Member
/s/ Charles K. Kellogg
Charles K. Kellogg
/s/ Lee Kellogg
Lee Kellogg
17
EXHIBIT C
LETTER TO GYRODYNE COMPANY OF AMERICA, INC.
Kellogg Capital Group, LLC Everest Special Situations Fund L.P.
14 Wall Street, 27th Flr. P.O. Box 36254
New York, NY 10005 Tel Aviv 65115 Israel
July 8, 2004
Paul L. Lamb, Chairman of the Board
Stephen V. Maroney, Chief Executive Officer
Richard B. Smith
Ronald J. Macklin
Philip F. Palmedo
Robert F. Beyer
Gyrodyne Company of America, Inc.
102 Flowerfield Street, Suite 28
Saint James, NY 11780
Dear Sirs:
Kellogg Capital Group, LLC and Everest Special Situations Fund LP between
them own in the aggregate 91,396 shares of the common stock of Gyrodyne Company
of America, Inc. (the "Company") which represents approximately 8% of the
Company's issued and outstanding common stock. We believe that Company
management should consider taking steps to unlock value for the Company's
shareholders.
We understand that the Company has two principal assets: (1) 314 acres of
vacant land in Long Island known as Flowerfield, of which approximately 30 acres
are utilized for commercial rental property, and (2) a 10.93% interest in
Callery-Judge Grove (a 3,695 acre citrus grove in Palm Beach County, Florida
which is currently being considered for a residential, commercial and/or
industrial development). We are aware that the Flowerfield property is subject
to rezoning and potential eminent domain/condemnation hearing proceedings and
that management is pursuing a plan to develop the Flowerfield property as a
"luxury residential golf course community".
We intend to explore ways in which the Company could maximize shareholder
value. In this connection, we may communicate with other shareholders, industry
18
participants and other potentially interested parties, seek board
representation, and/or seek to discuss with the Company's management (i)
management's current and future strategies with respect to the Company's assets,
(ii) the Company's ongoing dispute with SUNY Stony Brook regarding SUNY Stony
Brook's efforts to acquire land in Suffolk County, New York from the Company via
eminent domain/condemnation proceedings and (iii) our willingness, under the
appropriate circumstances, to work with the Company in challenging SUNY Stony
Brook's eminent domain action.
Sincerely,
KELLOGG CAPITAL GROUP, LLC
By: /s/ Matthew Brand
Name: Matthew Brand
Title: Managing Director
EVEREST SPECIAL SITUATIONS FUND L.P.
By: MAOZ EVEREST FUND MANAGEMENT LTD.
By: /s/ Elchanan Maoz
Name: Elchanan Maoz
Title: Chairman and Chief Executive Officer
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EXHIBIT D
POWER OF ATTORNEY OF EACH OF
CHARLES K. KELLOGG AND LEE KELLOGG
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT CHARLES K. KELLOGG hereby appoints
Matthew Brand, his true and lawful attorney for him and in his name for the
purpose of executing on his behalf the Statement, any amendment to any Statement
of Changes in Beneficial Ownership of Securities on Schedule 13D and 13G
relating to the Company, and any additional schedules which may be promulgated
pursuant to Rule 13d-1(b)(3) or (4) of the Securities Exchange Act of 1934, as
amended, or any amendments thereto, in connection with his transactions in
shares of common stock of the Gyrodyne Company of America, Inc. and causing such
forms to be filed with the Securities and Exchange Commission and any nationally
recognized stock exchange. This Power of Attorney shall remain in effect until
revoked in writing by the undersigned.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed this 6th day of June, 2004.
CHARLES K. KELLOGG
/s/ Charles K. Kellogg
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT LEE KELLOGG hereby appoints Matthew
Brand, her true and lawful attorney for him and in her name for the purpose of
executing on her behalf the Statement, any amendment to any Statement of Changes
in Beneficial Ownership of Securities on Schedule 13D and 13G relating to the
Company, and any additional schedules which may be promulgated pursuant to Rule
13d-1(b)(3) or (4) of the Securities Exchange Act of 1934, as amended, or any
amendments thereto, in connection with her transactions in shares of common
stock of the Gyrodyne Company of America, Inc. and causing such forms to be
filed with the Securities and Exchange Commission and any nationally recognized
stock exchange. This Power of Attorney shall remain in effect until revoked in
writing by the undersigned.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed this 6th day of June, 2004.
LEE KELLOGG
/s/ Lee Kellogg
21