SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES ACT OF 1934
Original Filing
GYRODYNE COMPANY OF AMERICA, INC.
(NAME OF ISSUER)
Common Stock
(TITLE OF CLASS OF SECURITIES)
403820-10-3
(CUSIP NUMBER OF CLASS OF SECURITIES)
Peter P. Papadakos
P.O. Box 3838
Reno, Nevada 89505
(702) 329-5542
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED) TO RECEIVE NOTICES AND COMMUNICATIONS
August 20, 1998
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 1.3G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13c1-1 (b) (3) or (4), check the following box __
Check the following box if a fee is being paid with the statement___. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
<PAGE>
1. NAME OF REPORTING PERSON(S) AND S.S. OR I.R.S. IDENTIFICATION NO.
Peter P. Papadakos
S.S. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (_) (b) (_)
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) (_)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Reno, Nevada USA
7. SOLE VOTING POWER
95,530
NUMBER
OF SHARES 8. SHARED VOflNG POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 95,530
PERSON
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,530 shares of Common Stock
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (_)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9%
14. TYPE OF REPORTING PERSON
Individual
CUSIP NO.:40320-10-3
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement on Schedule 13D relates
is the common stock, par value $ 1.00 per shares (The "Common Stock"), of
Gyrodyne Company of America, a New York Corporation (the "Company"), with its
principal executive offices located at 7 Flowerfield, Suite 28, St. James, New
York 11780.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Peter P. Papadakos, a married, individual
residing in the state of Nevada (The "Reporting Person"). The principal
executive offices of the Reporting Person are located at 2900 Vassar Street:,
Suite 7-C, Reno, Nevada 89502. The Reporting Person's principal
businesses are operated as holding companies for Papadakos Family assets.
The Reporting Person is the record holder of 95,530 shares of Common Stock, par
value $ 1.00 per share, of the company. Prior to May 27, 1998, the Reporting
Person owned 2,292 shares of Common Stock. On May 27, 1998, The Reporting
Person acquired 7,252 shares. Subsequently, the Reporting Person then acquired
85,986 shares on August 20, 1998. In addition, subject to the terms and
conditions of the Non- Employee Directors' Stock Option Plan adopted
by the Company's shareholders in October 1996, the Reporting Person may
purchase from the Company, at a average cash price of $ 11.81 per share, 3,342
additional shares of Common Stock by exercising his Stock Options. This Stock
Option Common Stock, which can only be issued to the Reporting Person or his
fellow Directors, is equivalent on a per share basis to the existing
Common Stock in all respects including voting rights and conversion rights.
Except as may otherwise be required by law, the shares of the Stock Option
Common Stock will be entitled to one vote per share and will vote together
with the Common Stock as a single class on any matter submitted to a vote of
the holders of Common Stock.
During the last five years neither the Reporting Person nor, to the best
knowledge of the Reporting Person, any member of his immediate family has been
(a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person received the 7,252 Common Stock shares on May 27, 1998
and also the 85,986 shares of the Common Stock on August 20, 1998 as a result
of an Estate distribution of the assets of the Reporting Person's deceased
father. The Reporting Person approved the Estate distribution plan and he
therefore accepted the Common Stock in lieu of a cash settlement.
Accordingly, there was no cash exchanges or payments for any of the
7,252 Common Stock shares or the 85,986 common Stock shares.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the 7,252 shares of the Common Stock and also
subsequently the 85,986 shares of the Common Stock, per item 3, for investment.
Except as otherwise described herein, the Reporting Person has no plan or
proposal with respect to the Company which relations to or would result in
any of the matters in Items 4(a) - (j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person beneficially owns of record 95,530 shares of Common
Stock, or which l4 shares are his Wife's. This represents 9.0% or the number of
outstanding shares of Common Stock as of July 20, 1998, (based on information
contained in the Issuer's most recent available. Annual Report on Form 10-KSB).
Except for information set forth in this Item 5 and Item 6, the Reporting
Person and, to the best knowledge of the Reporting Person, none of the
immediate family members executive officers, directors or other employment of
the Reporting Person, beneficially owns any shares of Common Stock of the
Company
(b) The Reporting Person presently has the power to vote direct the voting of,
dispose of and direct the disposition. of the Common Stock owned by him.
(c) The transactions by with the Reporting Person acquired the Common Stock
owned by him are described in Item 2 and Item 3 hereof. Except as aforesaid,
the Reporting Person and, to the best knowledge of the Reporting Person, none
of his immediate family, his executive officers, directors or other employees
of the Reporting Person, has effected any transactions in the Common
Stock during the past 60 days.
(d) The Reporting Person has the sole right to receive or the power to direct
the receipt of dividends from, or the. proceeds from the sale of, the Class of
Common Stock owned by it.
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
(a) The Reporting Person is in fact, a Class III Director of the Company whose
term as Director expires at the 1999 meeting of the Company's Shareholders. As
a Director, the Reporting Person shall be automatically granted, on January 1
in each calendar year from 1997 to 2000, an option to purchase1,250 shares of
Common Stock.
Each such option snail become exercisable on the first anniversary of the
date of grant.The Reporting Person is entitled to receive these options to
purchase shares of the Company's Common Stock pursuant to the Company's 1996
Non-employee Directors' Stock Option Plan.
Except as set forth in this Item 6 or Item 2 hereof, the Reporting Person has
no contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the Company,
including, but not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees or profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE F[LED AS EXHIBITS.
(a) As there exists no investment agreements, amended or otherwise, no
registration rights or any amendments thereto, no exhibits are being submitted.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 27, 1998
/s/ Peter P. Papdakos
Title: Reporting Person
