<PAGE>
PROSPECTUS SUPPLEMENT Filed Pursuant To Rule 424(b)(3)
(TO PROSPECTUS DATED JUNE 5, 1998) Registration No. 333-56251
30,000 SHARES
GOLF TRUST OF AMERICA, INC. [logo]
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
30,000 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 January 4, 1999, the last reported sale price for the Common
Stock on the American Stock Exchange was $27.125 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 JANUARY 5, 1999
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<S> <C>
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
</TABLE>
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, and one named selling shareholder redeemed 11,700 OP Units for shares
of Common Stock which he then sold in a private transaction. 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 Regulation M promulgated under the Securities Exchange Act of
1934, as amended, may apply to their sales in the market.
S-3
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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
<TABLE>
<S> <C>
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
</TABLE>
30,000 SHARES
GOLF TRUST OF AMERICA, INC.
[logo]
COMMON STOCK
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P R O S P E C T U S S U P P L E M E N T
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JANUARY 5, 1999
