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Gyrodyne Company of America, Inc.

Preliminary Proxy Statement - October 21, 2013

Further to the Company’s previously stated goal of providing one or more tax efficient liquidity events to its shareholders and taking into account, among other factors, the Company’s receipt of a private letter ruling from the Internal Revenue Service, Gyrodyne’s board of directors concluded that it is in the best interests of its shareholders to liquidate the Company for federal income tax purposes. On that basis, on September 12, 2013, our board of directors adopted a Plan of Liquidation and Dissolution, pursuant to which we intend to dispose of our remaining assets in an orderly manner designed to obtain the best reasonably available value for such assets and to complete the liquidation of the Company for federal income tax purposes within the two year period from the adoption of the Plan of Liquidation. Shareholders will be asked to authorize a Plan of Merger at the December annual meeting to complete the Plan of Liquidation.

On September 13, 2013, the board of directors declared a special dividend in the amount of $98,685,000, or $66.56 per Gyrodyne share payable December 30th, of which approximately $68,000,000, or $45.86 per share, will be paid in cash. The balance of the Special Dividend will be payable in the form of cash proceeds from any further asset dispositions effected prior to payment of the dividend, notes payable by Gyrodyne, interests in one or more limited liability companies to which Gyrodyne may transfer its remaining assets (or into which it may merge), or a combination of such forms at the discretion of our board of directors.

See Preliminary Proxy dated October 21, 2013 for complete details.

Click here: Premlimiary Proxy Statement - October 21, 2013