As filed with the Securities and Exchange Commission on February 20,
1998.
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GOLF TRUST OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
Maryland 33-0724736
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14 North Adger's Wharf
Charleston, South Carolina 29401
(803) 723-4653
(Address of principal executive offices)
GOLF TRUST OF AMERICA, INC.
1997 STOCK INCENTIVE PLAN
GOLF TRUST OF AMERICA, INC.
1997 NON-EMPLOYEE DIRECTORS' PLAN
GOLF TRUST OF AMERICA, INC.
1997 STOCK-BASED INCENTIVE PLAN
(Full title of the plans)
W. Bradley Blair, II
14 North Adger's Wharf, Charleston, South Carolina 29401
(803) 723-4653
(Name and address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered Registered share price fee
Common Stock, par
value $0.01 per
share, under the
1997 Stock Incentive
Plan 500,000<1> $28.50<2> $14,250,000<2> $4,204<2>
Common Stock, par
value $0.01 per
share, under the
1997 Non-Employee
Directors' Plan 100,000<1> $28.50<2> $2,850,000<2> $841<2>
Common Stock, par
value $0.01 per
share, under the
1997 Stock-Based
Incentive Plan 600,000<1> $28.50<2> $17,100,000<2> $5,045<2>
________________
<FN>
<1> This Registration Statement covers, in addition to the
number of shares of Common Stock stated above, options
and other rights to purchase or acquire the shares of
Common Stock covered by the Prospectus and, pursuant to
Rule 416(c) under the Securities Act of 1933, an
indeterminate number of shares which by reason of
certain events specified in the Plans may become subject
to the Plans.
<2> Pursuant to Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee
were calculated based upon the average of the high ($28.75)
and low ($28.25) prices of the Common Stock on February 19,
1998 as reported on the American Stock Exchange.
The Exhibit Index for this Registration Statement is
at page 6.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant
information) will be sent or given to optionees as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act"). Such documents need not be filed with
the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of
the Securities Act. These documents, which include the
statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof),
taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Golf Trust of America, Inc.
(the "Company") filed with the Commission are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the
Company's fiscal year ended 1996;
(b) The Company's Quarterly Reports on Forms 10-Q for
the Company's quarterly periods ended March 31,
1997, June 30, 1997 and September 30, 1997;
(c) The Company's Current Reports on Forms 8-K filed
March 4, 1997 as amended by Form 8-K/A filed
March 17, 1997, and filed August 12, 1997; and
(d) The description of the Common Stock contained in
the Company's Registration Statement on Form 8-A,
filed with the Commission on February 7, 1997.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference into the prospectus
and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
amended, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock is registered pursuant to Section 12
of the Exchange Act. Therefore, the description of the
securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 2.418 of the Maryland General Corporation Law
makes provision for the indemnification of officers and
directors in terms sufficiently broad to indemnify officers
and directors under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under
the 1933 Act. The Company's Charter and By-Laws require the
Company to indemnify its directors, officers and certain other
parties to the fullest extent permitted by law, and permit the
Company to advance to the officers and directors all related
expenses, subject to reimbursement if it is subsequently
determined that indemnification is not permitted. The Company
must also indemnify and advance all expenses incurred by
officers and directors seeking to enforce their rights under
the indemnification agreements, and cover officers and
directors under the Company's directors' and officers'
liability insurance.
Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion
of the Commission such indemnification is against public
policy as expressed in the 1933 Act and is therefore
unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index on page 6.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any
facts or events arising after the effective date
of this Registration Statement (or the most
recent post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in this Registration Statement; and
(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in this
Registration Statement or any material change to
such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant
with or furnished to the Commission pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement;
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment 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; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement 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.
(h) 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 in Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized,
in the City of Charleston, State of South Carolina, on
February 16, 1998.
GOLF TRUST OF AMERICA, INC.
By: /s/ W. Bradley Blair, II
W. Bradley Blair, II
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints W. Bradley Blair, II his or her true and lawful
attorney-in-fact and agent, with full powers of substitution
and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Commission, granting unto said attorney-in-fact and
agents, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or either
of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
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.
<TABLE>
<S> <C> <C>
SIGNATURE TITLE DATE
/s/ W. Bradley Blair, II President, Chief Executive February 16, 1998
W. Bradley Blair, II Officer and Chairman of the
Board of Directors
/s/ David J. Dick Executive Vice President February 16, 1998
David J. Dick and Director
/s/ Scott D. Peters Senior Vice President and February 16, 1998
Scott D. Peters Chief Financial Officer
/s/ Larry D. Young Director February 16, 1998
Larry D. Young
/s/ Roy C. Chapman Director February 16, 1998
Roy C. Chapman
/s/ Raymond V. Jones Director February 16, 1998
Raymond V. Jones
/s/ Fred W. Reams Director February 16, 1998
Fred W. Reams
/s/ Edward L. Wax Director February 16, 1998
Edward L. Wax
</TABLE>
EXHIBIT INDEX
Pursuant to Item 601(a)(2) of Regulation S-K, this exhibit
index immediately precedes the exhibits.
Exhibit No. Description
4.1 Golf Trust of America, Inc. 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).
4.2 Golf Trust of America, Inc. 1997 Stock
Incentive Plan (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).
4.3 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).
4.4 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).
4.5 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).
4.6 General Provisions Applicable to Restricted
Stock Awards Granted Under the New Stock
Incentive Plan (previously filed as Exhibit
10.14 to the Company's Registration
Statement on Form S-11 (Commission File No.
333-36847), dated September 30, 1997 and
filed as of October 1, 1997, and
incorporated herein by reference).
4.7 Form of Restricted Stock Award Agreement for
use under the New Stock Incentive Plan
(previously filed as Exhibit 10.15 to the
Company's Registration Statement on Form S-
11 (Commission File No. 333-36847), dated
September 30, 1997 and filed as of October
1, 1997, and incorporated herein by
reference).
5.1 Opinion of O'Melveny & Myers LLP (re:
legality)
23.1 Consent of BDO Seidman L.L.P.
(consent of independent auditors)
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (included in this
Registration Statement under "Signatures")
<PAGE>
EXHIBIT 5.1: OPINION AS TO LEGALITY
[O'Melveny & Myers LLP Letterhead]
February
17th
1 9 9 8
319,440-023
299375
Golf Trust of America, Inc.
14 North Adger's Wharf
Charleston, South Carolina 29401
Re: Golf Trust of America, Inc., a Maryland corporation,
(the "Company") - Registration Statement on Form S-8
pertaining to 1,100,000 shares of the Company's common
stock, par value one cent ($.01) per share, plus an
indeterminate number of shares which by reason of
certain events specified in the Plans (as defined herein)
may become subject to the Plans (the "Shares"), and to
options and other rights to purchase or acquire the Shares
Ladies and Gentlemen:
In connection with the registration of the Shares under
the Securities Act of 1933, as amended (the "Act"), by the
Company on Form S-8 to be filed with the Securities and
Exchange Commission (the "Commission") on or about February
20, 1998 (the "Registration Statement"), you have requested
our opinion with respect to the matters set forth below.
We have acted as corporate counsel for the Company in
connection with the matters described herein. In our capacity
as corporate counsel to the Company, we have reviewed and are
familiar with proceedings taken and proposed to be taken by
the Company in connection with the authorization, issuance and
sale of the Shares, and for purposes of this opinion have
assumed such proceedings will be timely completed in the
manner presently proposed. In addition, we have relied upon
certificates and advice from the officers of the Company upon
which we believe we are justified in relying and on various
certificates from and documents recorded with, the State
Department of Assessments and Taxation of Maryland (the
"SDAT"), including the charter of the Company (the
"Charter"), consisting of Articles of Incorporation filed with
the SDAT on November 8, 1996 and Articles of Amendment and
Restatement filed with the SDAT on January 31, 1997. We have
also examined the bylaws of the Company adopted as of November
10, 1996 (the "Bylaws") and in full force and effect on the
date hereof and resolutions of the Board of Directors of the
Company adopted on or before February 16, 1998 and in full
force and effect on the date hereof; the Golf Trust of
America, Inc. 1997 Stock Incentive Plan, the Golf Turst of
America, Inc. 1997 Non-Employee Directors' Plan and the Golf
Trust of America, Inc. 1997 Stock-Based Incentive Plan
(collectively, the "Plans"); and such laws, records,
documents, certificates, opinions and instruments as we deem
necessary to render this opinion.
We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and
the conformity with originals of all documents submitted to us
as copies. In addition, we have assumed that each person
executing any instrument, document or certificate referred to
herein on behalf of any party is duly authorized to do so. We
have also assumed that none of the Shares will be issued or
transferred in violation of Section 2 of Article V of the
Charter entitled, "REIT-Related Restrictions and Limitations
on the Equity Shares of the Corporation."
On the basis of such examination, our reliance upon the
assumptions in this opinion and our consideration of those
questions of law we considered relevant, and subject to the
limitations and qualifications in this opinion, we are of the
opinion that, as of the date of this letter, the Shares have
been duly authorized by all necessary corporate action on the
part of the Company and, upon payment for and delivery of the
Shares in accordance with the Plans and against payment of the
purchase price therefor as determined by the Board of
Directors of the Company or the Compensation Committee
thereof, and the countersigning of the certificate or
certificates representing the Shares by a duly authorized
signatory of the registrar for the Company's common stock, the
Shares will be validly issued, fully paid and non-assessable.
We consent to your filing this opinion as an exhibit to
the Registration Statement, and further consent to the filing
of this opinion as an exhibit to the applications to
securities commissioners for the various states of the United
States for registration of the Shares. We also consent to the
filing of this opinion, as may be necessary, pursuant to Rule
462(b) of the Act. We also consent to the identification of
our firm as counsel to the Company in the Registration Statement.
The opinions expressed herein are limited to the laws
of the State of Maryland and we express no opinion concerning
any laws other than the laws of the State of Maryland.
Furthermore, the opinions presented in this letter are limited
to the matters specifically set forth herein and no other
opinion shall be inferred beyond the matters expressly stated.
We undertake no obligation to update the opinions expressed
herein after the date of this letter. This opinion letter is
solely for the information and use of the Company, and it
may not be distributed, relied upon for any purpose by any
other person, quoted in whole or in part or otherwise
reproduced in any document, or filed with any other
governmental agency without our express prior written
consent.
Very truly yours,
/s/ O'Melveny & Myers LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Golf Trust of America, Inc.
Charleston, South Carolina
We hereby consent to the incorporation by reference in this
Registration Statement on form S-8 of our reports dated March
26, 1997, relating to the consolidated financial statements of
Golf Trust of America, Inc. and dated March 21, 1997, relating
to the combined financial statements of Legends Golf appearing
in the Company's Annual Report on 10-K for the year ended
December 31, 1996.
BDO Seidman, LLP
Charlotte, North Carolina
February 18, 1998
<PAGE>
