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PROSPECTUS SUPPLEMENT Filed Pursuant To Rule 424(b)(3)
(To Prospectus dated June 5, 1998) Registration No. 333-56251
2,000 Shares
GOLF TRUST OF AMERICA, INC.
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Common Stock
We are Golf Trust of America, Inc., a self-administered real estate
investment trust focused on owning and acquiring upscale golf courses in a
number of markets across the United States. We are offering to the public
2,000 shares of our sole class of Common Stock. All of these shares are
being offered by the selling shareholders identified in the accompanying
Prospectus, or by their transferees, pledgees, donees or successors. We will
not receive any of the proceeds from the sale of these shares by such selling
shareholders.
Our Common Stock is traded on the American Stock Exchange under the
symbol "GTA". On March 23, 1999, the last reported sale price for the Common
Stock on the American Stock Exchange was $22.00 per share.
INVESTING IN THE COMMON STOCK INVOLVES A NUMBER OF RISKS. SEE
"RISK FACTORS," BEGINNING ON PAGE 2 OF THE ACCOMPANYING PROSPECTUS, TO READ
ABOUT CERTAIN FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF COMMON
STOCK.
On the date of this Prospectus Supplement, the selling shareholders
do not yet own the offered shares of Common Stock. Instead they hold units
of limited partnership interest in Golf Trust of America, L.P., the operating
partnership through which we conduct our business (and, with respect to
250,000 shares, they own options to acquire shares of Common Stock). The
selling shareholders have the right to redeem their operating partnership
units, or OP Units, generally beginning one year after issuance. When an OP
Unitholder presents his or her OP Units to us for redemption, we have the
right to decide whether to redeem the OP Unit for cash or exchange it for
Common Stock. This Prospectus relates to the shares of Common Stock which we
may decide to issue in exchange for OP Units.
The selling shareholders may sell their shares by means of this
Prospectus or they may decide to sell them by other means; however they are
not obligated to sell their shares at all. The selling shareholders may sell
their shares from time to time in one or more types of transactions (which
may include block transactions) on the American Stock Exchange, in the
over-the-counter market, in negotiated transactions, through put or call
option transactions relating to the shares, through short sales of shares, or
a combination of such methods of sale, at market prices prevailing at the
time of sale, or at negotiated prices. The selling shareholders may sell
their shares directly to purchasers or through agents, underwriters or
dealers. If required by law, the names of any such agents and underwriters
involved in the sale and the applicable agent's commission, dealer's purchase
price or underwriter's discount, if any, will be set forth in an accompanying
supplement to the Prospectus. The selling shareholders will pay any
applicable underwriting discounts, selling commissions and transfer taxes.
We are responsible for payment of all other expenses incident to the
registration of the shares. The selling shareholders and any broker-dealers,
agents or underwriters that participate in the distribution of the shares may
be deemed to be "underwriters" within the meaning of the Securities Act of
1933, and any commission received by them and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTUS SUPPLEMENT DATED MARCH 24, 1999
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TABLE OF CONTENTS
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PROSPECTUS SUPPLEMENT
Note Regarding Forward Looking Statements............................ S-2
Supplemental Plan of Distribution.................................... S-3
PROSPECTUS
Available Information................................................ i
Incorporation of Certain Information by Reference.................... i
The Company.......................................................... 1
Risk Factors......................................................... 2
Use of Proceeds...................................................... 15
Selling Shareholders................................................. 15
Federal Income Tax Considerations.................................... 16
Plan of Distribution................................................. 31
Description of Capital Stock......................................... 33
Description of Debt Securities....................................... 42
Description of Warrants.............................................. 58
Experts.............................................................. 59
Legal Matters........................................................ 59
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NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus Supplement and the accompanying Prospectus
(including the information incorporated in them by reference) contain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements are those that
predict or describe future events or trends and that do not relate solely to
historical matters. You can generally identify forward-looking statements as
statements containing the words "believe," "expect," "anticipate," "intend,"
"estimate," "assume" or other similar expressions.
YOU SHOULD NOT RELY ON OUR FORWARD-LOOKING STATEMENTS BECAUSE THE
MATTERS THEY DESCRIBE ARE SUBJECT TO KNOWN (AND UNKNOWN) RISKS, UNCERTAINTIES
AND OTHER UNPREDICTABLE FACTORS, MANY OF WHICH ARE BEYOND OUR CONTROL. Many
relevant risks are described under the caption "Risk Factors" in the
accompanying Prospectus (as well as throughout our disclosure documents), and
you should consider the important factors listed there as you read this
supplement and the accompanying Prospectus.
Our actual results, performance or achievements may differ materially
from the anticipated results, performance or achievements that are expressed or
implied by our forward-looking statements. We assume no responsibility to
update our forward-looking statements.
S-2
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SUPPLEMENTAL PLAN OF DISTRIBUTION
Golf Trust is registering shares of Common Stock on behalf of the
selling shareholders. The selling shareholders are named in the attached
Prospectus. Since the date of the attached Prospectus, two named selling
shareholders redeemed a total of 4,800 OP Units for cash rather than Common
Stock, one named selling shareholder redeemed 11,700 OP Units for shares of
Common Stock which he then sold in a private transaction and one named
selling shareholder redeemed 30,000 OP Units for shares of Common Stock which
he sold or intends to sell pursuant to the separate prospectus supplement
dated January 5, 1999. As used herein and therein, the term "selling
shareholder" also includes donees and pledgees selling shares received from a
named selling shareholder after the date of the attached Prospectus. All
costs, expenses and fees in connection with the registration of the shares
offered hereby will be borne by the Company. Brokerage commissions and
similar selling expenses, if any, attributable to the sale of shares will be
borne by the selling shareholders. Sales of shares may be effected by selling
shareholders from time to time in one or more types of transactions (which
may include block transactions) on the American Stock Exchange, in the
over-the-counter market, in negotiated transactions, through put or call
options transactions relating to the shares, through short sales of shares,
or a combination of such methods of sale, at market prices prevailing at the
time of sale, or at negotiated prices. Such transactions may or may not
involve brokers or dealers. The selling shareholders have advised us that
they have not entered into any agreements, understandings or arrangements
with any underwriters or broker-dealers regarding the sale of their
securities, nor is there an underwriter or coordinating broker acting in
connection with the proposed sale of shares of Common Stock by the selling
shareholders.
The selling shareholders may effect such transactions by selling
shares of Common Stock directly to purchasers or to or through
broker-dealers, which may act as agents or principals. Such broker-dealers
may receive compensation in the form of discounts, concessions, or
commissions from the selling shareholders and/or the purchasers of shares for
whom such broker-dealers may act as agents or to whom they sell as principal,
or both (which compensation as to a particular broker-dealer might be in
excess of customary commissions).
The selling shareholders and any broker-dealers that act in
connection with the sale of the shares might be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, and any
commissions received by such broker-dealers and any profit on the resale of
the shares sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the Securities Act of 1933, as
amended. The Company has agreed to indemnify each selling shareholder
against certain liabilities, including liabilities arising under the
Securities Act. The selling shareholders may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions involving sales of
the shares against certain liabilities, including liabilities arising under
the Securities Act.
Because selling shareholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, the selling
shareholders will be subject to the prospectus delivery requirements of the
Securities Act, which may include delivery through the facilities of the
American Stock Exchange pursuant to Rule 153 under the Securities Act. The
Company has informed the selling shareholders that the anti-manipulative
provisions of
S-3
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Regulation M promulgated under the Securities Exchange Act of 1934, as
amended, may apply to their sales in the market.
Selling shareholders also may resell all or a portion of their
shares of Common Stock in open market transactions in reliance upon Rule 144
under the Securities Act, provided they meet the criteria and conform to the
requirements of such Rule.
Upon Golf Trust being notified by a selling shareholder that any
material arrangement has been entered into with a broker-dealer for the sale
of shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, an additional
supplement to the accompanying Prospectus will be filed, if required,
pursuant to Rule 424(b) under the Securities Act, disclosing (a) the name of
each such selling shareholder and of the participating broker-dealer(s), (b)
the number of shares involved, (c) the price at which such shares were sold,
(d) the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (e) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or incorporated
by reference in this Prospectus and (f) other facts material to the
transaction. In addition, upon the Company being notified by a selling
shareholder that a donee or pledgee intends to sell more than 500 shares of
Common Stock, an additional supplement to the accompanying Prospectus will be
filed.
S-4
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YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
CONTAINED IN THIS PROSPECTUS OR ANY SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE
ELSE TO PROVIDE YOU WITH DIFFERENT OR ADDITIONAL INFORMATION. WE ARE NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR
ANY SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF
THOSE DOCUMENTS.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
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Note Regarding Forward-Looking Statements................................ S-2
Supplemental Plan of Distribution........................................ S-3
PROSPECTUS
Available Information.................................................... i
Incorporation of Certain Information
by Reference...................................................... i
The Company.............................................................. 1
Risk Factors............................................................. 2
Use of Proceeds.......................................................... 15
Selling Shareholders..................................................... 15
Federal Income Tax Considerations........................................ 16
Plan of Distribution..................................................... 31
Description of Capital Stock............................................. 33
Description of Debt Securities........................................... 42
Description of Warrants.................................................. 58
Experts.................................................................. 59
Legal Matters............................................................ 59
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2,000 SHARES
GOLF TRUST OF AMERICA, INC.
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COMMON STOCK
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PROSPECTUS SUPPLEMENT
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MARCH 24, 1999
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