<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 3, 1997
REGISTRATION NO. 333-36847
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 TO
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
GOLF TRUST OF AMERICA, INC.
(Exact Name of Registrant as Specified in its Governing Instruments)
------------------
14 North Adger's Wharf
Charleston, South Carolina 29401
(803) 723-4653
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
------------------
W. Bradley Blair, II
Chief Executive Officer
Golf Trust of America, Inc.
14 North Adger's Wharf
Charleston, South Carolina 29401
(803) 723-4653
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
------------------
COPIES TO:
PETER T. HEALY, ESQ. DAVID C. WRIGHT, ESQ.
O'Melveny & Myers LLP Hunton & Williams
275 Battery Street, Suite 2600 951 East Byrd Street
San Francisco, California 94111 Richmond, Virgina 23219
(415) 984-8833 (804)788-8200
------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
------------------
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 30. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
ITEM 31. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, payable by the
Company in connection with the sale of Common Stock being registered. All
amounts are estimates except the SEC registration fee, the NASD filing fee and
the American Stock Exchange listing fees.
<TABLE>
<CAPTION>
AMOUNT TO BE PAID
-----------------
<S> <C>
SEC Registration fee....................................................... $ 28,227
NASD filing fee............................................................ 9,815
American Stock Exchange listing fees....................................... 17,500
Printing and engraving..................................................... 350,000
Legal fees and expenses of the Company..................................... 300,000
Accounting fees and expenses............................................... 227,500
Transfer Agent and Registrar fees.......................................... 2,500
Miscellaneous.............................................................. 24,458
-----------------
Total.................................................................... $ 960,000
-----------------
-----------------
</TABLE>
ITEM 32. SALES TO SPECIAL PARTIES.
See Item 33 below.
ITEM 33. RECENT SALES OF UNREGISTERED SECURITIES
On November 11, 1996, one share of Common Stock was issued by the Company to
C.A. Hooks, Jr. This issuance of Common Stock was effected in reliance upon an
exemption from registration under Section 4(2) of the Securities Act as a
transaction not involving a public offering. On November 11, 1996 (i) 12,500 OP
Units were issued by the Operating Partnership to W. Bradley Blair, II, (ii)
12,500 OP Units were issued to David J. Dick and (iii) 3,750 OP Units were
issued to James Hoppenrath. On February 12, 1997 the Operating Partnership
issued 4,135,356 OP Units to the Prior Owners in exchange for their interests in
the Initial Golf Courses. One June 23, 1997 the Company sold 159,326 shares of
Common Stock and the Operating Partnership sold 274,039 OP Units to Golf Hosts,
Inc. On August 18, 1997 the Company issued 21,429 shares of Common Stock to
Granite Golf in connection with the acquisition of Tiburon Golf Club. On
September 2, 1997 the Operating Partnership issued 121,529 OP Units to the Prior
Owner of Raintree Country Club in exchange for its interest in the Raintree
Country Club. On September 19, 1997, the Company sold 70,000 shares of Common
Stock to its executive officers pursuant to the New Stock Incentive Plan. On
September 30, 1997, the Company issued 70,158 OP Units to the Prior Owner of
Eagle Watch. On October 17, 1997, the Company issued 19,231 OP Units to the
Prior Owner of Club of the Country. These issuances were effected in reliance
upon an exemption from registration under Section 4(2) of the Securities Act as
a transaction not involving a public offering.
ITEM 34. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 2-418 of the Maryland General Corporation Law (the "MGCL") empowers
the Company to indemnify, subject to the standards set forth therein, any person
who is a party in any action in connection with any action, suit or proceeding
brought or threatened by reason of the fact that the person was a director,
officer, employee or agent of such company, or is or was serving as such with
respect to another entity at the request of
II-1
<PAGE>
ITEM 34. INDEMNIFICATION OF DIRECTORS AND OFFICERS. (CONTINUED)
such company. The MGCL also provides that the Company may purchase insurance on
behalf of any such director, officer, employee or agent.
Maryland law provides for indemnification of the officers and directors of
the Company substantially identical in scope to that permitted under Section
2-418 of the MGCL. The Bylaws of the Company also provide that the expenses of
officers and directors incurred in defending any action, suit or proceeding,
whether civil, criminal, administrative or investigative, must be paid by the
Company as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of (a) a written affirmation by the
director or officer of his good faith belief that he has met the standard of
conduct necessary for indemnification by the company and (b) a written
undertaking by or on behalf of the director or officer to repay all amounts so
advanced if it is ultimately determined by a court of competent jurisdiction
that the officer or director is not entitled to be indemnified by the Company.
The Company has agreed to indemnify its directors and officers to the
fullest extent permitted by applicable provisions of the MGCL, provided that any
settlement of a third party action against a director or officer is approved by
the Company, and subject to limitations for actions initiated by the director or
officer, penalties paid by insurance, and violations of Section 16(b) of the
Securities Exchange Act of 1934, as amended, and similar laws.
Pursuant to the Underwriting Agreement, the Registrant has agreed to
indemnify the Underwriters against certain liabilities which may be incurred in
connection with the Offering made by this Prospectus forming a part of this
Registration Statement, including liabilities under the Securities Act, and the
Underwriters have agreed to indemnify the Company and its officers and directors
against certain similar liabilities.
The Company's Charter limits the liability of the Company's directors and
officers for money damages to the Company and its stockholders to the fullest
extent permitted from time to time by Maryland law. Maryland law presently
permits the liability of directors and officers to a corporation or its
stockholders for money damages to be limited, except (i) to the extent that it
is proved that the director or officer actually received an improper benefit or
profit or (ii) if a judgment or other final adjudication is entered in a
proceeding based on a finding that the director's or officer's action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding. This provision
does not limit the ability of the Company or its stockholders to obtain other
relief, such as an injunction or rescission.
ITEM 35. TREATMENT OF PROCEEDS FROM STOCK BEING REGISTERED.
Not applicable.
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Item 601 of
Regulation S-K under the Securities Act of 1933, as amended. The contents of the
Registration Statement on Form S-11 (Commission File No. 333-36847) filed by
Golf Trust of America, Inc. (the "Company") with the Securities and Exchange
Commission ("Commission") on September 30, 1997, as amended by Amendment No. 1
to Registration Statement on Form S-11, filed by the Company with the Commission
on October 9, 1997, as amended by Amendment No. 2 to Registration Statement,
filed by the Company with the Commission on November 3, 1997, are incorporated
herein by reference.
ITEM 36. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS.
Index included at page F-1 to F-4
II-2
<PAGE>
ITEM 36. FINANCIAL STATEMENTS AND EXHIBITS. (CONTINUED)
(b) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO.
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<C> <S>
1.1* Form of Underwriting Agreement.
3.1 Articles of Amendment and Restatement of the Company, as filed with the State Department of
Assessments and Taxation of Maryland on January 31, 1997, (previously filed as Exhibit 3.1A to the
Company's Registration Statement on Form S-11 (Commission File No. 333-15965) Amendment No. 2
(filed January 30, 1997) and incorporated herein by reference).
3.2 Bylaws of the Company as currently in effect (previously filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-11 (Commission File No. 333-15965) Amendment No. 1 (filed January
15, 1997) and incorporated herein by reference).
5.1* Opinion of Ballard Spahr Andrews & Ingersoll as to legality of the shares being registered.
8.1* Opinion of O'Melveny & Myers LLP as to certain tax matters.
10.1.0 First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the
"Partnership Agreement") (previously filed as Exhibit 10.1 to the Company's Annual Report on Form
10-K (Commission File No. 000-22091), filed March 31, 1997, and incorporated herein by reference).
10.1.1* Exhibit A to the Partnership Agreement, as revised through the date hereof.
10.2.0 Form of Participating Lease between the Operating Partnership and the Lessees relating to the
Initial Courses (previously filed as Exhibit 10.2 to the Company's Registration Statement on Form
S-11 (Commission File No. 333-15965) Amendment No. 1 (filed January 15, 1997) and incorporated
herein by reference).
10.2.1 Schedule of material differences among the Participating Leases for the Initial Courses (included
in lieu of the full text of each lease pursuant to Instruction 2 to Item 601 of Regulation S-K)
(previously filed as Exhibit 10.2.1 to the Company's Annual Report on Form 10-K (Commission File
No. 000-22091), filed March 31, 1997, and incorporated herein by reference).
10.3 Option to Purchase and Right of First Refusal Agreement between (i) the Company and the Operating
Partnership and (ii) Larry D. Young dated as of February 12, 1997 (previously filed as Exhibit 10.3
to the Company's Registration Statement on Form S-11 (Commission File No. 333-15965) Amendment No.
2 (filed January 30, 1997) and incorporated herein by reference).
10.4.0 Form of Contribution and Leaseback Agreement between the Operating Partnership and the Prior Owners
relating to the Initial Courses (previously filed as Exhibit 10.4 to the Company's Registration
Statement on Form S-11 (Commission File No. 333-15965) (filed November 12, 1996) and incorporated
herein by reference).
10.4.1 Schedule of material differences among the Contribution and Leaseback Agreements relating to the
Initial Courses (included in lieu of the full text of each agreement pursuant to Instruction 2 to
Item 601 of Regulation S-K)(previously filed as Exhibit 10.4.1 to the Company's Annual Report on
Form 10-K (Commission File No. 000-22091), filed March 31, 1997, and incorporated herein by
reference).
10.4.2* Contribution and Leaseback Agreement, dated as of August 29, 1997, by and among John J. Rainieri,
Sr., Betty Rainieri and Raintree Country Club, Inc. and Golf Trust of America, L.P.
</TABLE>
II-3
<PAGE>
ITEM 36. FINANCIAL STATEMENTS AND EXHIBITS. (CONTINUED)
<TABLE>
<CAPTION>
EXHIBIT NO.
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<C> <S>
10.5* Purchase and Sale Agreement, dated as of May 19, 1997, by and between Tiburon Limited Partnership,
as seller, and Granite Golf Group, Inc., as buyer.
10.6* Assignment and Assumption of Purchase and Sale Agreement, dated as of August 18, 1997, by and among
Granite Golf Group, Inc., as assignor, and Golf Trust of America, L.P., as assignee.
10.7 Credit Agreement, dated as of June 20, 1997, by and among Golf Trust of America, L.P., as Borrower,
Golf Trust of America, Inc., GTA GP, Inc. and GTA LP, Inc., as Guarantors, the Lenders referred to
therein, and NationsBank N.A., as Agent (previously filed as Exhibit 10.1 to the Company's Current
Report on Form 8-K, dated June 20, 1997 and filed August 12, 1997, and incorporated herein by
reference).
10.8 Loan Agreement, dated as of June 20, 1997, by and between Golf Host Resorts, Inc., as Borrower, and
Golf Trust of America, L.P., as Lender (previously filed as Exhibit 10.2 to the Company's Current
Report on Form 8-K, dated June 20, 1997 and filed August 12, 1997, and incorporated herein by
reference).
10.9 1997 Non-Employee Directors' Plan (previously filed as Exhibit 10.7 to the Company's Registration
Statement on Form S-11 (Commission File No. 333-15965) Amendment No. 1 (filed January 15, 1997) and
incorporated herein by reference).
10.10 Golf Trust of America, Inc. 1997 Stock Incentive Plan of the Company (previously filed as Exhibit
10.6 to the Company's Registration Statement on Form S-11 (Commission File No. 333-15965) Amendment
No. 1 (filed January 15, 1997) and incorporated herein by reference).
10.11 Golf Trust of America, Inc. 1997 Stock-Based Incentive Plan (the New Stock Incentive Plan)
(previously filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (Commission File
No. 000-22091), filed August 15, 1997, and incorporated herein by reference).
10.12 Form of Nonqualified Stock Option Agreement for use under the New Stock Incentive Plan (previously
filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q (Commission File No.
000-22091), filed August 15, 1997, and incorporated herein by reference).
10.13 Form of Employee Incentive Stock Option Agreement for use under the New Stock Incentive Plan
(previously filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q (Commission File
No. 000-22091), filed August 15, 1997, and incorporated herein by reference).
10.14* General Provisions Applicable to Restricted Stock Awards Granted Under the New Stock Incentive
Plan.
10.15* Form of Restricted Stock Award Agreement for use under the New Stock Incentive Plan.
10.16 Employment Agreement between the Company and W. Bradley Blair, II dated February 7, 1997
(previously filed as Exhibit 10.7 to the Company's Annual Report on Form 10-K (Commission File No.
000-22091), filed March 31, 1997, and incorporated herein by reference).
10.17* Amended and Restated Employment Agreement between the Company and David J. Dick, dated July 25,
1997.
</TABLE>
II-4
<PAGE>
ITEM 36. FINANCIAL STATEMENTS AND EXHIBITS. (CONTINUED)
<TABLE>
<CAPTION>
EXHIBIT NO.
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<C> <S>
10.18* Amended and Restated Employment Agreement between the Company and Scott D. Peters, dated July 25,
1997.
16.1 Letter of Price Waterhouse LLP, former independent accountants of the Company (previously filed as
Exhibit 16.1 to the Company's amended Current Report on Form 8-K dated February 26, 1997 (filed
March 17, 1997) and incorporated herein by reference).
21.1 List of Subsidiaries of the Company (previously filed as Exhibit 22.1 to the Company's Registration
Statement on Form S-11 (Commission File No. 333-15965) Amendment No. 1 (filed January 15, 1997) and
incorporated herein by reference).
23.1* Consent of BDO Seidman LLP.
23.2* Consent of Coopers & Lybrand L.L.P.
23.3** Consent of Arthur Andersen, LLP.
23.4* Consent of Crowe, Chizek and Company LLP.
23.5 Consent of Ballard Spahr Andrews & Ingersoll (included within the opinion filed as Exhibit 5.1).
23.6 Consent of O'Melveny & Myers LLP (included within the opinion filed as Exhibit 8.1).
24.1 Powers of Attorney.
</TABLE>
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* Previously Filed.
** Filed Herewith.
ITEM 37. UNDERTAKINGS
The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 33 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, as amended, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, as amended, the information omitted from the form of prospectus as
filed as part of the registration statement in reliance upon Rule 430A and
contained in the form of prospectus filed by the Registrant pursuant to Rule
424(b(1) or (4) or 497(h) under the Securities Act of 1933, as amended,
shall be deemed to be part of the registration statement as of the time it
was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, as amended, each posteffective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-11 and has duly caused this Amendment No. 3 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Charleston, state of South Carolina,
on November 3, 1997.
<TABLE>
<S> <C> <C>
GOLF TRUST OF AMERICA, INC.
By: /s/ W. BRADLEY BLAIR, II
-----------------------------------------
W. Bradley Blair, II
PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
/s/ W. BRADLEY BLAIR, II President, Chief Executive
- ------------------------------ Officer and Chairman of November 3, 1997
W. Bradley Blair, II the Board of Directors
/s/ DAVID J. DICK
- ------------------------------ Executive Vice President November 3, 1997
David J. Dick and Director
/s/ SCOTT D. PETERS
- ------------------------------ Senior Vice President and November 3, 1997
Scott D. Peters Chief Financial Officer
/s/ LARRY D. YOUNG*
- ------------------------------ Director November 3, 1997
Larry D. Young
/s/ ROY C. CHAPMAN*
- ------------------------------ Director November 3, 1997
Roy C. Chapman
/s/ RAYMOND V. JONES*
- ------------------------------ Director November 3, 1997
Raymond V. Jones
/s/ FRED W. REAMS*
- ------------------------------ Director November 3, 1997
Fred W. Reams
/s/ EDWARD L. WAX*
- ------------------------------ Director November 3, 1997
Edward L. Wax
By: /s/ W. BRADLEY BLAIR,
II
-------------------------
W. Bradley Blair, II
ATTORNEY-IN-FACT
II-6
<PAGE>
EXHIBIT INDEX
Pursuant to Item 601(a)(2) of Regulation S-K, this exhibit index immediately
precedes the exhibits.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
1.1* Form of Underwriting Agreement.
3.1 Articles of Amendment and Restatement of the Company, as filed with the State Department of
Assessments and Taxation of Maryland on January 31, 1997, (previously filed as Exhibit 3.1A to the
Company's Registration Statement on Form S-11 (Commission File No. 333-15965) Amendment No. 2 (filed
January 30, 1997) and incorporated herein by reference).
3.2 Bylaws of the Company as currently in effect (previously filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-11 (Commission File No. 333-15965) Amendment No. 1 (filed January 15,
1997) and incorporated herein by reference).
5.1* Opinion of Ballard Spahr Andrews & Ingersoll as to legality of the shares being registered.
8.1* Opinion of O'Melveny & Myers LLP as to certain tax matters.
10.1.0 First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the
"Partnership Agreement") (previously filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K
(Commission File No. 000-22091), filed March 31, 1997, and incorporated herein by reference).
10.1.1* Exhibit A to the Partnership Agreement, as revised through the date hereof.
10.2.0 Form of Participating Lease between the Operating Partnership and the Lessees relating to the Initial
Courses (previously filed as Exhibit 10.2 to the Company's Registration Statement on Form S-11
(Commission File No. 333-15965) Amendment No. 1 (filed January 15, 1997) and incorporated herein by
reference).
10.2.1 Schedule of material differences among the Participating Leases for the Initial Courses (included in
lieu of the full text of each lease pursuant to Instruction 2 to Item 601 of Regulation S-K)
(previously filed as Exhibit 10.2.1 to the Company's Annual Report on Form 10-K (Commission File No.
000-22091), filed March 31, 1997, and incorporated herein by reference).
10.3 Option to Purchase and Right of First Refusal Agreement between (i) the Company and the Operating
Partnership and (ii) Larry D. Young dated as of February 12, 1997 (previously filed as Exhibit 10.3 to
the Company's Registration Statement on Form S-11 (Commission File No. 333-15965) Amendment No. 2
(filed January 30, 1997) and incorporated herein by reference).
10.4.0 Form of Contribution and Leaseback Agreement between the Operating Partnership and the Prior Owners
relating to the Initial Courses (previously filed as Exhibit 10.4 to the Company's Registration
Statement on Form S-11 (Commission File No. 333-15965) (filed November 12, 1996) and incorporated
herein by reference).
10.4.1 Schedule of material differences among the Contribution and Leaseback Agreements relating to the
Initial Courses (included in lieu of the full text of each agreement pursuant to Instruction 2 to Item
601 of Regulation S-K) (previously filed as Exhibit 10.4.1 to the Company's Annual Report on Form 10-K
(Commission File No. 000-22091), filed March 31, 1997, and incorporated herein by reference).
10.4.2* Contribution and Leaseback Agreement, dated as of August 29, 1997, by and among John J. Rainieri, Sr.,
Betty Rainieri and Raintree Country Club, Inc. and Golf Trust of America, L.P.
10.5* Purchase and Sale Agreement, dated as of May 19, 1997, by and between Tiburon Limited Partnership, as
seller, and Granite Golf Group, Inc., as buyer.
10.6* Assignment and Assumption of Purchase and Sale Agreement, dated as of August 18, 1997, by and among
Granite Golf Group, Inc., as assignor, and Golf Trust of America, L.P., as assignee.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ------------------------------------------------------------------------------------------------------
<C> <S>
10.7 Credit Agreement, dated as of June 20, 1997, by and among Golf Trust of America, L.P., as Borrower,
Golf Trust of America, Inc., GTA GP, Inc. and GTA LP, Inc., as Guarantors, the Lenders referred to
therein, and NationsBank N.A., as Agent (previously filed as Exhibit 10.1 to the Company's Current
Report on Form 8-K, dated June 20, 1997 and filed August 12, 1997, and incorporated herein by
reference).
10.8 Loan Agreement, dated as of June 20, 1997, by and between Golf Host Resorts, Inc., as Borrower, and
Golf Trust of America, L.P., as Lender (previously filed as Exhibit 10.2 to the Company's Current
Report on Form 8-K, dated June 20, 1997 and filed August 12, 1997, and incorporated herein by
reference).
10.9 1997 Non-Employee Directors' Plan (previously filed as Exhibit 10.7 to the Company's Registration
Statement on Form S-11 (Commission File No. 333-15965) Amendment No. 1 (filed January 15, 1997) and
incorporated herein by reference).
10.10 Golf Trust of America, Inc. 1997 Stock Incentive Plan of the Company (previously filed as Exhibit 10.6
to the Company's Registration Statement on Form S-11 (Commission File No. 333-15965) Amendment No. 1
(filed January 15, 1997) and incorporated herein by reference).
10.11 Golf Trust of America, Inc. 1997 Stock-Based Incentive Plan (the "New Stock Incentive Plan")
(previously filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (Commission File No.
000-22091), filed August 15, 1997, and incorporated herein by reference).
10.12 Form of Nonqualified Stock Option Agreement for use under the New Stock Incentive Plan (previously
filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q (Commission File No. 000-22091),
filed August 15, 1997, and incorporated herein by reference).
10.13 Form of Employee Incentive Stock Option Agreement for use under the New Stock Incentive Plan
(previously filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q (Commission File No.
000-22091), filed August 15, 1997, and incorporated herein by reference).
10.14* General Provisions Applicable to Restricted Stock Awards Granted Under the New Stock Incentive Plan.
10.15* Form of Restricted Stock Award Agreement for use under the New Stock Incentive Plan.
10.16 Employment Agreement between the Company and W. Bradley Blair, II dated February 7, 1997 (previously
filed as Exhibit 10.7 to the Company's Annual Report on Form 10-K (Commission File No. 000-22091),
filed March 31, 1997, and incorporated herein by reference).
10.17* Amended and Restated Employment Agreement between the Company and David J. Dick, dated July 25, 1997.
10.18* Amended and Restated Employment Agreement between the Company and Scott D. Peters, dated July 25,
1997.
16.1 Letter of Price Waterhouse LLP, former independent accountants of the Company (previously filed as
Exhibit 16.1 to the Company's amended Current Report on Form 8-K dated February 26, 1997 (filed March
17, 1997) and incorporated herein by reference).
21.1 List of Subsidiaries of the Company (previously filed as Exhibit 22.1 to the Company's Registration
Statement on Form S-11 (Commission File No. 333-15965) Amendment No. 1 (filed January 15, 1997) and
incorporated herein by reference).
23.1* Consent of BDO Seidman LLP.
23.2* Consent of Coopers & Lybrand LLP.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ------------------------------------------------------------------------------------------------------
<C> <S>
23.3** Consent of Arthur Andersen, LLP.
23.4* Consent of Crowe, Chizek and Company LLP.
23.5 Consent of Ballard Spahr Andrews & Ingersoll (included within the opinion filed as Exhibit 5.1).
23.6 Consent of O'Melveny & Myers LLP (included within the opinion filed as Exhibit 8.1).
24.1* Powers of Attorney.
</TABLE>
- ------------
* Previously filed.
** Filed herewith.
<PAGE>
EXHIBIT 23.3
CONSENT TO USE OF REPORT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the use of
our report (and to all references to our firm) included in or made a part of
Registration Statement File # 333-36847.
ARTHUR ANDERSEN LLP
Tampa, Florida,
October 30, 1997
