<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
------------------------
GOLF TRUST OF AMERICA, INC.
-------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 33-0724736
- ---------------------------------------- --------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
190 King Street
Charleston, South Carolina 29401
- ---------------------------------------- --------------------------------------
(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- ------------------- ------------------------------
None None
- -------------------------------------- --------------------------------------
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. / /
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously wit the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. / /
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
----------------------------------------------------
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered hereunder are the Common Stock, par value
$.01 per share, of Golf Trust of America, Inc., a Maryland corporation (the
"Registrant"). Subject to any special voting rights of the holders of Preferred
Stock, if any, holders of the Common Stock of Registrant are entitled to one
vote per share on all matters to be voted upon by the Registrant's stockholders.
Subject to preferences that may be applicable to the holders of the outstanding
shares of Preferred Stock, if any, holders of the Registrant's Common Stock are
entitled to receive such lawful dividends, if any, as may be declared from time
to time by the Registrant's Board of Directors. In the event of voluntary or
involuntary liquidation, distribution or sale of assets, dissolution or winding
up of the Registrant and subject to the rights of holders of outstanding shares
of Preferred Stock, if any, the holders of shares of Common Stock of the
Registrant shall be entitled to receive pro rata all of the remaining assets of
the Registrant available for distribution to its stockholders. No redemption or
sinking fund provisions are applicable to Registrant's Common Stock.
Incorporated herein by reference is the description of the Common Stock
contained under the caption "Capital Stock -- General" in the Registrant's
Registration Statement on Form S-11 filed with the Securities and Exchange
Commission (the "Commission") on November 12, 1996 (file no. 333-15965), as
amended (the "Registration Statement"). Additional information relating to the
Registrant's Common Stock is incorporated herein by reference to sections of the
Registration Statement under the captions "Capital Stock," "Certain Provisions
of Maryland Law and of the Company's Charter and Bylaws."
ITEM 2. EXHIBITS.
EXHIBIT DESCRIPTION
1. Specimen of Certificate representing Registrant's Common Stock.*
2.1 Registrant's Registration Statement on Form S-11, as amended, together with
exhibits thereto, filed under the Securities Act of 1933, as amended
(originally filed with the Commission on November 12, 1996 (File No. 333-
15965)) (incorporated herein by reference).
2.2 Charter of the Registrant as currently in effect (incorporated herein by
reference to Exhibit 3.1A of the Registration Statement).
2.3 Bylaws of the Registrant as currently in effect (incorporated herein by
reference to Exhibit 3.2 of the Registration Statement).
2.4 Form of First Amended and Restated Agreement of Limited Partnership of Golf
Trust of America, L.P. (incorporated herein by reference to Exhibit 10.1 of
the Registration Statement).
- ---------------
* To be filed supplementally as soon as available.
Page 2 of 3
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunder duly authorized.
GOLF TRUST OF AMERICA, INC.
(Registrant)
Dated: January 31, 1997 By: /s/ W. Bradley Blair, II
----------------------------------
Name: W. Bradley Blair, II
Its: President
Page 3 of 3
