GOLF TRUST OF AMERICA INC, DEF 14A, 2000-04-14

GOLF TRUST OF AMERICA INC
DEF 14A, 2000-04-14
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

GOLF TRUST OF AMERICA, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)

------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

(1) Title of each class of securities to which transaction
applies:__________________
(2) Aggregate number of securities to which transaction applies:
__________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined): __________________
(4) Proposed maximum aggregate value of transaction:
__________________
(5) Total fee paid: __________________

/ / Fee paid previously with preliminary materials. __________________

/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: __________________
(2) Form, Schedule or Registration Statement No.: ________________
(3) Filing Party: __________________
(4) Date Filed: __________________

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GOLF TRUST OF AMERICA, INC.

NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the Annual Meeting of Stockholders for the
year 2000 (the "Annual Meeting") of Golf Trust of America, Inc. (the "Company")
will be held at the Charleston Place Hotel, 30 Market Street, Charleston, South
Carolina, on May 22, 2000 at 9:00 a.m. for the following purposes:

1. to elect four directors to the Company's Board of Directors; and

2. to transact such other business as may properly be brought before
the 2000 Annual Meeting or any adjournments or postponements
thereof.

The close of business on March 31, 2000 has been fixed as the record
date for determination of stockholders entitled to notice of and to vote at the
Annual Meeting and any adjournment thereof. Only holders of record of the
Company's sole class of Common Stock at such time will be entitled to vote.

You are cordially invited to attend the Annual Meeting in person. Even
if you plan to attend the Annual Meeting, please promptly sign, date and return
the enclosed proxy card in the enclosed self-addressed, postage prepaid
envelope. It will assist us in keeping down the expenses of the Annual Meeting
if all stockholders, whether you own a few shares or many shares, return your
signed proxies promptly.

A majority of the outstanding shares of Common Stock entitled to vote
at the annual meeting must be represented at the annual meeting, in person or by
proxy, in order to constitute a quorum at the annual meeting. Please return your
proxy card in order to ensure that a quorum is obtained and to avoid the
additional costs to the company of adjourning the annual meeting and
resoliciting proxies. If you attend the Annual Meeting, you may vote your shares
of Common Stock in person if you wish, even if you have previously returned your
proxy card.

YOUR VOTE IS IMPORTANT.

By Order of the Board of Directors,

/s/ SCOTT D. PETERS

Scott D. Peters
Secretary

April 17, 2000
Charleston, South Carolina

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PROXY STATEMENT

This Proxy Statement is furnished as of April 14, 2000 in connection
with the solicitation of proxies by the Board of Directors of Golf Trust of
America, Inc. (the "Company" or "Golf Trust") for use at the Annual Meeting of
Stockholders for the year 2000, which will be held on May 22, 2000 (the "Annual
Meeting").

The Company's principal executive offices are located at 14 North
Adger's Wharf, Charleston, South Carolina, 29401. A copy of the Company's 1999
Annual Report to Stockholders, this Proxy Statement and accompanying proxy card
will be first mailed to stockholders on or about April 17, 2000. The 1999 Annual
Report to Stockholders, however, is not part of the proxy solicitation material.
The Company will provide a copy of the Company's Annual Report on Form 10-K, as
filed with the Securities and Exchange Commission, without charge to any
shareholder who so requests in writing to Golf Trust of America, Inc., 14 North
Adger's Wharf, Charleston, SC 29401, Attention: Investor Relations.

VOTING PROCEDURES

A proxy card is enclosed for your use. You are solicited on behalf of
the Board of Directors to sign, date and return the proxy card in the
accompanying envelope, which is postage prepaid if mailed in the United States.

You have three choices regarding the election of directors at the
upcoming Annual Meeting. You may:

1. vote for all of the director nominees;
2. withhold authority to vote for all director nominees; or
3. vote for one or more director nominees and withhold authority to
vote for one or more of the other director nominees.

Stockholders may vote by completing and returning the enclosed proxy
card prior to the Annual Meeting, by voting in person at the Annual Meeting or
by submitting a signed proxy card at the Annual Meeting.

YOUR VOTE IS IMPORTANT.
ACCORDINGLY, YOU ARE URGED TO SIGN AND RETURN THE ACCOMPANYING
PROXY CARD REGARDLESS OF HOW MANY OR FEW SHARES YOU OWN AND
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.

You may revoke your proxy at any time before it is actually voted at
the Annual Meeting by: (a) delivering written notice of your revocation to the
Secretary of the Company at 14 North Adger's Wharf, Charleston, South Carolina,
29401; (b) submitting a later dated proxy; or (c) attending the Annual Meeting
and voting in person. Attendance at the Annual Meeting will not, by itself,
constitute revocation of the proxy. You may also be represented by another
person present at the Annual Meeting by executing a form of proxy designating
such person to act on your behalf.

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Each unrevoked proxy card properly signed and received prior to the
close of the Annual Meeting will be voted as indicated. Unless otherwise
specified on the proxy, the shares represented by a signed proxy card will be
voted FOR each director nominee named in proposal 1 on the proxy card and will
be voted in the discretion of the persons named as proxies on the other business
that may properly come before the Annual Meeting.

The presence at the Annual Meeting, in person or by proxy, of a
majority of the shares of the Company's sole class of Common Stock ("Common
Stock") issued and outstanding as of March 31, 2000, will constitute a quorum. A
quorum is necessary for the transaction of business at the Annual Meeting. The
Company will treat abstentions as shares that are present and entitled to vote
for purposes of determining the presence of a quorum, but as not voting for
purposes of determining the approval of any matter submitted to the stockholders
for a vote. If a broker indicates on the enclosed proxy or its substitute that
it does not have discretionary voting authority as to certain shares to vote on
a particular matter ("broker non-votes"), those shares will be treated as
abstentions with respect to that matter.

Votes cast at the Annual Meeting will be tabulated by the persons
appointed by the Company to act as inspectors of election for the Annual
Meeting.

SHARES ENTITLED TO VOTE AND REQUIRED VOTE

Holders of record of the Company's sole class of Common Stock at the
close of business on March 31, 2000 are entitled to vote at the Annual Meeting.
On March 31, 2000, 8,118,147 shares of Common Stock were outstanding. The
presence in person or by proxy of stockholders entitled to cast a majority of
all the votes entitled to be cast at the meeting constitutes a quorum. A
majority of the votes cast at a meeting of stockholders, duly called and at
which a quorum is present, is sufficient to take or authorize action upon any
matter which may properly come before the Annual Meeting. A plurality of all the
votes cast at a meeting at which a quorum is present is sufficient to elect a
director. Each share of Common Stock is entitled to one vote.

UNSOLICITED PROPOSAL AND APPOINTMENT OF FINANCIAL ADVISOR

On December 15, 1999, the Company received an unsolicited letter from a
shareholder expressing its belief that the Company's current real estate
investment trust structure is not optimal to best leverage both current and
future marketing opportunities. On January 28, 2000, that shareholder filed a
Schedule 13D reporting its holdings of Company stock.

After a deliberate interview and due diligence process by management
and review by the Company's Board of Directors, on February 9, 2000, the Company
engaged Banc of America Securities LLC to act as its financial advisor to
undertake a review of a broad range of strategic alternatives available to the
Company in light of the current and prospective market conditions facing the
Company and the REIT industry. Executive management is meeting regularly with
this financial advisor in furtherance of considering alternatives to enhance
shareholder value. These alternatives include the possibilities of a merger,
sale, recapitalization, privatization or restructuring, including de-REITing
(revoking election of REIT tax status), among others.

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PROPOSAL 1:
ELECTION OF DIRECTORS

The Company's Articles of Incorporation, as amended (the "Charter"),
provide for the seven members of the Company's Board of Directors to be divided
into three classes serving staggered terms. The terms of the three Class I
directors are ending this year, on the date of the upcoming Annual Meeting. The
terms of the Class II and Class III directors will end on the dates of the
annual meetings to be held in the years 2001 and 2002, respectively. In
addition, directors serve until their successors have been duly elected and
qualified or until the directors resign, become disqualified or disabled, or are
otherwise removed.

THIS YEAR'S NOMINEES

The Nominating Committee of the Company's Board of Directors has
nominated the current three Class I directors, whose terms are expiring, to
stand for re-election at the upcoming Annual Meeting. These directors are Mr.
Larry D. Young, Mr. Fred V. Reams and Mr. Edward L. Wax. If re-elected, such
directors will serve until the 2003 Annual Meeting and until their successors
are elected and qualified.

Effective on October 31, 1999, Mr. David D. Joseph resigned as a Class
II director and the Board of Directors elected Mr. Scott D. Peters, who is the
Company's Chief Financial Officer, to fill Mr. Joseph's position until the
upcoming Annual Meeting. The Nominating Committee has nominated Mr. Peters to
stand for re-election by shareholders as a director. If re-elected, Mr. Peters
will serve until the 2001 Annual Meeting (which is the remainder of Mr. Joseph's
original term) and until his successor is elected and qualified.

If any of such nominees unexpectedly becomes unavailable for election,
proxies will be voted for the election of persons selected as nominees in their
place by the Board of Directors.

Certain information about Messrs. Peters, Young, Reams and Wax is set
forth below.

NAME AGE POSITION
- --------------------------------------------------- --------- ------------------------------------------------
<S> <C> <C>
Scott D. Peters..................................... 42 Interim Director, Chief Financial Officer,
Senior Vice President and Secretary

Larry D. Young...................................... 58 Director

Fred W. Reams....................................... 57 Independent Director (1)(2)

Edward L. Wax....................................... 63 Independent Director (2)(3)

</TABLE>

(1) Compensation Committee Member
(2) Nominating Committee Member
(3) Audit Committee Member

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BIOGRAPHICAL INFORMATION

SCOTT D. PETERS is Chief Financial Officer, Senior Vice President
and Secretary of the Company. Mr. Peters is serving as an interim director,
appointed by the Board to fill the vacancy created by Mr. Joseph's
resignation in late 1999. From 1992 through 1996, Mr. Peters served as Senior
Vice President and Chief Financial Officer of the Pacific Holding Company in
Los Angeles, where he participated in the management of a 4,000 acre real
estate portfolio consisting of residential, commercial and country club
properties focusing on master-planned golf communities. From 1988 to 1992,
Mr. Peters served as Senior Vice President and Chief Financial Officer of
Castle & Cooke Homes, Inc; and from time to time during 1990 and 1991
lectured on Real Estate Finance and Asset Management at California State
University at Bakersfield. Mr. Peters became a Certified Public Accountant
and worked with Arthur Andersen & Co. and Laventhol & Horwath from 1981 to
1985. From 1986 to 1988, Mr. Peters worked with a general partnership that
managed the construction of the Scottsdale Princess Resort. He holds a
Bachelor of Arts degree in Accounting and Finance with honors from Kent State
University and a Masters degree in Taxation from the University of Akron,
Ohio.

LARRY D. YOUNG is a director of the Company and is the founder of The
Legends Group. Mr. Young has been involved in the golf business for 35 years,
and for 25 of those years in Myrtle Beach, South Carolina. In 1975 he moved to
Myrtle Beach, where he started what became The Legends Group, a leading golf
course owner, developer and operator in the Southeast and Mid-Atlantic regions
of the United States. Mr. Young has developed 10 courses during that time, nine
of which have received national recognition, including four courses which were
rated the best new course in their respective category in the year developed by
Golf Digest magazine. Mr. Young has served in numerous capacities in golf
industry related non-profit organizations.

FRED W. REAMS is an Independent Director. Since 1981 Mr. Reams has
served as the President of Reams Asset Management Company, LLC ("Reams
Management"), an independent private investment firm which he co-founded.
Reams Management employs a staff of 25 persons and manages approximately $6
billion in assets. In addition, Mr. Reams has served as President of the
Board of Directors of the Otter Creek Golf Course since 1981. Otter Creek,
located in Indiana and rated in the top 25 public courses by Golf Digest in
1990, recently expanded to 27 holes and has hosted several noteworthy
tournaments, including multiple U.S. Open and U.S. Senior Open Qualifiers,
four American Junior Golf Association Championships, The National Public
Links Championship and over 20 state amateur championships. Mr. Reams holds a
Bachelor of Arts degree and a Masters degree in Economics from Western
Michigan University.

EDWARD L. WAX is an Independent Director. Mr. Wax is currently
Chairman Emeritus of Saatchi & Saatchi, a worldwide advertising and ideas
company. From 1992 until his appointment to his current position in 1997, Mr.
Wax served as Chairman and Chief Executive Officer of Saatchi & Saatchi. Mr.
Wax has been responsible at Saatchi for the operations of 143 offices, in 87
countries. Mr. Wax has been employed by Saatchi & Saatchi since 1982. Mr. Wax
was formerly Chairman of The American Association of Advertising Agencies as
well as a director of both the Ad Council and the Advertising Educational
Foundation. Mr. Wax also serves on the Board of Directors of Dollar Thrifty
Automotive Group. Mr. Wax holds a Bachelor of Science degree in Chemical
Engineering from Northeastern University and a Masters degree in Business
Administration from the Wharton Graduate School of Business.

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RECOMMENDATION OF THE BOARD OF DIRECTORS ON PROPOSAL 1:

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF MESSRS. YOUNG, REAMS AND WAX TO SERVE AS DIRECTORS OF THE COMPANY
UNTIL THE 2003 ANNUAL MEETING, AND FOR THE ELECTION OF MR. PETERS TO SERVE AS A
DIRECTOR UNTIL THE 2001 ANNUAL MEETING, AND UNTIL SUCH TIME AS THEIR SUCCESSORS
ARE ELECTED AND QUALIFIED.

OTHER MATTERS AT THE MEETING

The Board of Directors does not know of any matters to be presented at
the Annual Meeting other than those mentioned in this Proxy Statement. If any
other matters are properly brought before the Annual Meeting, that the proxies
will be voted in accordance with the best judgment of the person or persons
voting such proxies.

THE BOARD OF DIRECTORS

The Company is managed by a Board of Directors composed of seven
members, a majority of which are independent of the Company's management
("Independent Directors"). The Board met twelve times in 1999 and acted by
unanimous consent on two other occasions; the Compensation Committee acted by
unanimous consent two times; ad hoc committees acted by unanimous consent two
times; the Nominating Committee acted by unanimous consent one time and the
Audit Committee met twice. Each of the directors either attended or
participated by telephone in at least 75% of the total number of meetings of
the Board of Directors and of the committees of the Company of which he was a
member.

COMMITTEES

AUDIT COMMITTEE. The Board of Directors has established an audit
committee consisting of three Independent Directors (the "Audit Committee"). Mr.
Jones is currently the chairman of the Audit Committee. The Audit Committee's
role is to make recommendations concerning the engagement of independent public
accountants, review with the independent public accountants the plans and
results of the audit engagement, approve professional services provided by the
independent public accountants, review the independence of the independent
public accountants, consider the range of audit and non-audit fees and review
the adequacy of the Company's internal accounting controls.

COMPENSATION COMMITTEE. The Board of Directors has established a
Compensation Committee (the "Compensation Committee") to determine compensation,
including awards under the Company's stock incentive plans, for the Company's
executive officers. The Compensation Committee consists of three Independent
Directors. The current chairman is Mr. Chapman. The Compensation Committee
report is set forth within this document.

NOMINATING COMMITTEE. The Board of Directors has established a
nominating committee (the "Nominating Committee") to nominate individuals for
elections to the Board of Directors. The Nominating Committee consists of two
Independent Directors and Mr. Blair. The current chairman is Mr. Blair. The
Nominating Committee will consider nominees recommended by security holders. (A
shareholder wishing to recommend a nominee should contact the Secretary of the
Company, Scott D. Peters, at (843) 723-4653.)

OTHER COMMITTEES. The Board of Directors may from time to time form
other committees as circumstances warrant. Such committees will have such
authority and responsibility as may be delegated

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by the Board of Directors, to the extent permitted by Maryland law. Currently
the Board has one such committee, the Strategic Alternatives Working Committee,
composed of Messrs. Blair and Wax, which was created to work with the Company's
financial advisor. See "--Unsolicited Proposal and Appointment of Financial
Advisor," above.

COMPENSATION OF DIRECTORS

The Company pays its Independent Directors fees for their services as
directors. Directors receive annual compensation of $10,000 plus a fee of $1,000
for attendance at each meeting of the Board of Directors (whether in person or
telephonically) and $500 for attending committee meetings. Directors who are not
Independent Directors are not paid any director fees. The Company reimburses
directors for their reasonable and documented out-of-pocket travel expenses. As
described below, the four Independent Directors receive automatic annual grants
of options to purchase 5,000 shares of Common Stock at the stock's fair market
value on the date of grant.

DIRECTORS' STOCK OPTION PLAN

On January 28, 1997 the Company's sole stockholder approved the Board
of Directors' adoption of the Golf Trust of America 1997 Non-Employee Directors'
Plan (the "Directors' Plan").

SHARE AUTHORIZATION. A maximum of 100,000 shares of Common Stock may be
issued under the Directors' Plan except that the share limitation and terms of
outstanding awards may be adjusted, as the Compensation Committee deems
appropriate, in the event of a stock dividend, stock split, combination,
reclassification, recapitalization or other similar event. Through the date
hereof, the Company has awarded grants relating to 80,000 shares (such that
20,000 shares remain available for grant) under the Directors' Plan.

ELIGIBILITY. The Directors' Plan provides for the grant of options to
purchase Common Stock to each eligible director of the Company. No director who
is an employee of the Company or an owner who contributes a golf course to the
Company and receives OP Units is eligible to participate in the Directors' Plan.
Consequently, only the Independent Directors are eligible to participate.

OPTIONS. Pursuant to the Directors' Plan each eligible director was
awarded non-qualified options to purchase 5,000 shares of Common Stock in
connection with the Company's initial public offering ("IPO"). Such initial
grants are exercisable at the IPO price of $21.00 per share. Each subsequently
elected eligible director will receive non-qualified options to purchase 5,000
shares of Common Stock on the date such director is first elected or appointed
to the Board of Directors. The Directors' Plan also provides for an automatic
annual grant to each eligible director of options to purchase 5,000 shares of
Common Stock on the anniversary of the IPO, beginning in 1998. Accordingly, each
eligible director was awarded non-qualified options to purchase 5,000 options at
$29.00 per share on February 7, 1998, non-qualified options to purchase 5,000
shares at $24.50 per share on February 6, 1999 and non-qualified options to
purchase shares at $17.938 on February 6, 2000. The exercise price of all
options grants under the Directors' Plan is 100% of the fair market value of the
Common Stock on the date of grant. All awards under the Directors' Plan vest
immediately upon grant. The exercise price may be paid in cash, cash
equivalents, Common Stock or a combination thereof acceptable to the
Compensation Committee. Options granted under the Directors' Plan are
exercisable for 10 years from the date of grant.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES RELATING TO OPTIONS. Generally,
an eligible director does not recognize any taxable income, and the Company is
not entitled to a deduction, upon the grant of an option. Upon the exercise of
an option the eligible director recognizes ordinary income equal to the excess
of the fair market value of the shares acquired over the option exercise price,
if any. Special rules

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may apply as a result of Section 16 of the Exchange Act. The Company is
generally entitled to a deduction equal to the compensation taxable to the
eligible director as ordinary income. Eligible directors may be subject to
backup withholding requirements for federal income tax.

AMENDMENT AND TERMINATION. The Directors' Plan provides that the Board
may amend or terminate the Directors' Plan, but the terms relating to the
amount, price and timing of awards may not be amended more than once every six
months other than to comport with changes in the tax code, or the rules and
regulations thereunder. An amendment will not become effective without
stockholder approval if the amendment materially (i) increases the number of
shares that may be issued under the Directors' Plan, (ii) changes the
eligibility requirements or (iii) increases the benefits that may be provided
under the Directors' Plan. No options may be granted under the Directors' Plan
after December 31, 2006.

DIRECTORS AND OFFICERS INSURANCE

The Company maintains directors and officers liability insurance.
Directors and officers liability insurance insures the officers and directors of
the Company from any claim arising out of an alleged wrongful act by such
persons while acting as directors and officers of the Company, and the Company
to the extent that it has indemnified the directors and officers for such loss

INDEMNIFICATION

The Charter provides that the Company shall indemnify its officers and
directors against certain liabilities to the fullest extent permitted under
applicable law. The Charter also provides that the directors and officers of the
Company be exculpated from monetary damages to the fullest extent permitted
under applicable law.

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DIRECTORS AND OFFICERS

The Company's Board of Directors consists of seven members. The
directors include W. Bradley Blair II, Chief Executive Officer, President and
Chairman of the Board of the Company, Scott D. Peters, Chief Financial Officer,
Senior Vice President and Secretary of the Company and Larry D. Young, founder
of The Legends Group and contributor of seven of the Company's ten original golf
courses. The remaining directors are Independent Directors who are not employees
of the Company. Subject to severance compensation rights pursuant to any
employment agreements, officers of the Company serve at the pleasure of the
Board of Directors.

Set forth below is information with respect to the Company's directors
and executive officers.

YEAR ELECTED CURRENT TERM
NAME AGE POSITION TO BOARD EXPIRES
- ---------------------------------- ------ -------------------------------- ---------------- ------------
<S> <C> <C> <C> <C>
W. Bradley Blair, II (1) 56 Chief Executive Officer, 1997 2002
President and Chairman of the
Board of Directors

Scott D. Peters................... 42 Chief Financial Officer, Senior 1999 (2) 2000
Vice President and Secretary

Larry D. Young.................... 58 Director 1997 2000

Roy C. Chapman (1)(3)(4).......... 59 Independent Director 1997 2001

Raymond V. Jones (3).............. 52 Independent Director 1997 2002

Fred W. Reams (1)(4).............. 57 Independent Director 1997 2000

Edward L. Wax (3)(4).............. 63 Independent Director 1997 2000

</TABLE>

(1) Nominating Committee Member
(2) Elected by the Board of Directors to fill the vacancy created by Mr.
Joseph's resignation. Mr. Peters will serve until the 2000 Annual Meeting
at which time he will stand for re-election to serve the remainder of Mr.
Joseph's original term, which expires on the date of the 2001 annual
meeting of stockholders.
(3) Audit Committee Member
(4) Compensation Committee Member

BIOGRAPHICAL INFORMATION

W. BRADLEY BLAIR, II is the Chief Executive Officer, President, and
Chairman of the Board of Directors of the Company. From 1993 until the
Company's IPO, Mr. Blair served as Executive Vice President, Chief Operating
Officer and General Counsel for The Legends Group. As an officer of Legends
Group Ltd., Mr. Blair was responsible for all aspects of operations,
including acquisitions, development and marketing. From 1978 to 1993, Mr.
Blair was the managing partner at Blair, Conaway Bograd & Martin, P.A., a law
firm, specializing in real estate, finance, taxation and acquisitions. Mr.
Blair holds a Bachelor of Science degree in Business from Indiana University
and a Juris Doctorate degree from the University of North Carolina at Chapel
Hill Law School.

ROY C. CHAPMAN is an Independent Director. Mr. Chapman currently is the
Chairman, Chief Executive Officer and principal stockholder of Human Capital
Resources, Inc., which was formed to assist students to finance higher
education. He is also serving as Chief Financial Officer of Lonbard

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Technologies, Inc. a privately held company involved in the consolidation of the
metal surface finishing industry. From 1987 until his retirement in February
1993, he was Chairman and Chief Executive Officer of Cache, Inc., the owner and
operator of a nationwide chain of upscale women's apparel stores. He has served
as the Chief Financial and Administrative Officer of Brooks Fashion Stores and
was a partner in the international accounting and consulting firm of
PriceWaterhouseCoopers LLP. Mr. Chapman has also served as a member of the staff
of the Division of Market Regulation of the Securities and Exchange Commission
and acted as a consultant to the Special Task Force to Overhaul the Securities
Investors Protection Act. Mr. Chapman holds a Bachelors degree in Business
Administration from Pace University.

RAYMOND V. JONES is an Independent Director. From 1984 to 1994 he was
Managing Partner of Summit Properties Limited Partnership before such entity
went public in 1994. From 1994 until retiring in March 1998, Mr. Jones was the
Executive Vice President of Summit Properties Inc. ("Summit"). Summit is a
publicly-traded REIT listed on the New York Stock Exchange and is one of the
largest developers and operators of luxury garden multifamily apartment
communities in the Southeastern United States. While at Summit, Mr. Jones
oversaw the development of 26 communities comprising nearly 6,500 apartment
homes in Georgia, North Carolina, South Carolina and Ohio. Prior to 1984, Mr.
Jones served as General Operations Manager for both the Charlotte and Houston
divisions of Ryan Homes, Inc. Mr. Jones holds a Bachelor of Arts degree in
Political Science from George Washington University.

Biographical information for Messrs. Peters, Young, Reams and Wax
appears above, beginning on page 4.

EXECUTIVE COMPENSATION

The Company currently has two executive officers, Mr. Blair and Mr.
Peters. A third officer, Mr. Joseph, resigned in the fourth quarter of 1999.
Prior to the Company's initial public offering in February 1997, the Company did
not pay any compensation to its executive officers. The following tables set
forth 1997, 1998 and 1999 compensation (on an annualized basis) and information
regarding stock option and restricted stock grants made through the date of this
Proxy Statement to the Company's executive officers and Mr. Joseph.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG TERM COMPENSATION
----------------------------- ----------------------------
RESTRICTED SECURITIES
STOCK AWARDS UNDERLYING
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY (1) BONUS (2) (3) OPTIONS (4)
- ---------------------------------------- ----------- ------------ ------------ ------------- -----------
<S> <C> <C> <C> <C> <C>
W. Bradley Blair, II.................... 1999 $ 330,000 $ 247,500 $ 603,400 85,000 (5)
Chief Executive Officer, President 1998 $ 300,000 $ 328,929 $ 275,703 155,000 (5)
and Chairman of the Board of 1997 $ 250,000 $ 280,133 $ 785,325 400,000 (5)
Directors

David D. Joseph......................... 1999 $ 204,250 -- -- -- (6)
Executive Vice President (resigned) 1998 $ 190,000 $ 173,014 $ 158,671 22,000 (6)
1997 $ 150,000 $ 156,903 $ 654,437 261,666 (6)

Scott D. Peters......................... 1999 $ 176,000 $ 132,000 $ 344,800 60,000 (7)
Chief Financial Officer, Senior 1998 $ 160,000 $ 173,014 $ 423,391 85,000 (7)
Vice President and Secretary 1997 $ 138,500 (8) $ 117,271 $ 392,663 140,000 (7)

</TABLE>

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- ----------

(1) Amounts shown for 1997 are annualized totals for the amounts paid from the
Company's IPO on February 12, 1997 through December 31, 1997. No salary was
paid prior to completion of the Company's IPO on February 12, 1997.

(2) Listed bonuses for 1997 consist of amounts paid in lieu of first and second
quarter dividends on then pending restricted stock grants prior to the date
of issuance of such restricted stock, as well as performance related
bonuses earned in 1997 but paid in 1998. Similarly, listed bonuses in 1998
and 1999 include performance related bonuses earned in 1998 and 1999 but
paid in 1999 and 2000, respectively. Not included in these amounts are car
allowances paid to Messrs. Blair, Joseph and Peters of $7,500, $6,000 and
$4,500, respectively, for 1997 and $12,000, $9,600 and $7,200,
respectively, for 1998 and 1999.

(3) On September 19, 1997, pursuant to the 1997 Stock-Based Incentive Plan,
Messrs. Blair, Joseph and Peters were awarded 30,000, 25,000 and 15,000
shares of restricted stock, respectively, for the shares' par value when
the stock price was $26.1875. On January 1, 1998, Messrs. Blair, Joseph and
Peters were awarded 9,507, 7,809 and 3,623 shares of restricted stock,
respectively, for the shares' par value when the stock price was $29.00.
Such grants vest in four equal annual installments on the anniversary of
the date of grant. On March 10, 1999, pursuant to the 1998 Stock-Based
Incentive Plan, Messrs. Blair, Joseph and Peters were awarded 20,000,
10,000 and 14,000 shares of restricted stock, respectively, for the shares'
par value when the stock price was $22.75. Such shares will vest in five
equal annual installments on the anniversary of the date of grant. On
January 30, 2000, pursuant to the 1998 Stock-Based Incentive Plan, Messrs.
Blair and Peters were awarded 35,000 and 20,000 shares of restricted stock,
respectively, for the shares par value when the stock price was $17.25.
Such shares will vest in three equal annual installments on the anniversary
of the date of the grant. Vesting of all restricted stock grants generally
is contingent upon each named executive's continued employment with the
Company, but is subject to acceleration upon termination without cause,
changes of control and certain other events defined in such executive's
employment agreement and in the award. The Compensation Committee
accelerated the 1999 vesting of 2,865, 2,388 and 1,433 shares, which were
granted September 19, 1997 to January 4, 1999 for Messrs. Blair, Joseph and
Peters, respectively. The amounts shown are the fair market value of the
entire award (regardless of vesting) on the date of grant (based on the
closing price on the date of grant), less the purchase price paid by each
named executive. Under the applicable option plan, dividends are payable on
all restricted stock awards prior to vesting. In October 1999, Mr. Joseph
resigned as Director of Acquisitions and Executive Vice President and as a
member of the Company's Board of Directors to pursue other business
interests. As a result, 3,905 of the unvested shares from the January 1,
1998 grant were cancelled and 8,000 of the unvested shares from the March
10, 1999 grant were cancelled.

(4) Listed options for 1999 include option grants made on January 30, 2000 in
respect of the named executive's performance in 1999.

(5) Mr. Blair was granted: (a) on February 6, 1997, options to purchase 150,000
shares at $21.00 per share; (b) on April 25, 1997, options to purchase
90,000 shares at $24.875 per share; and (c) on May 19, 1997, options to
purchase 160,000 shares at $25.75 per share. All such grants vest in three
equal annual installments beginning one year from the date of grant,
subject to provisions in Mr. Blair's employment agreement providing for
accelerated vesting upon changes of control, termination without "good
reason" and certain other events. On November 11, 1998, Mr. Blair was
granted options to purchase 155,000 shares at $25.063 per share. This grant
vests in five equal annual installments beginning one year from the date of
grant, subject to the same acceleration provisions mentioned above. On
January 30, 2000, Mr. Blair was granted options to purchase 85,000 shares
at $17.25 per share. This grant vests in three equal annual installments
beginning one year from the date of grant, subject to the same acceleration
provisions mentioned above.

(6) Mr. Joseph was granted: (a) on February 6, 1997, options to purchase
125,000 shares at $21.00 per share; (b) on April 25, 1997, options to
purchase 75,000 shares at $24.875 per share of which 25,000 unvested
options were cancelled upon his resignation in October 1999; and (c) on May
19, 1997, options to purchase 130,000 shares at $25.75 per share of which
43,334 unvested options were cancelled upon his resignation in October
1999. All such grants vest in three equal annual installments beginning one
year from the date of grant, subject to provisions in Mr. Joseph's
employment agreement providing for accelerated vesting upon changes of
control,

10
<PAGE>

termination without "good reason" and certain other events. On November 11,
1998, Mr. Joseph was granted options to purchase 110,000 shares at $25.063
per share of which 88,000 unvested options were cancelled upon his
resignation. This grant vests in five equal annual installments beginning
one year from the date of grant, subject to the same acceleration
provisions mentioned above. Mr. Joseph resigned as Director of Acquisitions
and Executive Vice President and as a member of the Company's Board of
Directors in October 1999 to pursue other business interests.

(7) Mr. Peters was granted: (a) on February 6, 1997, options to purchase 40,000
shares at $21.00 per share; (b) on April 25, 1997, options to purchase
20,000 shares at $24.875 per share; and (c) on May 19, 1997, options to
purchase 80,000 shares at $25.75 per shares. All such grants vest in three
equal annual installments beginning one year from the date of grant,
subject to provisions in Mr. Peters' employment agreement providing for
accelerated vesting upon changes of control, termination without "good
reason" and certain other events. On November 11, 1998 Mr. Peters was
granted options to purchase 85,000 shares at $25.063 per share. This grant
vests in five equal annual installments beginning one year from the date of
grant, subject to the same acceleration in provisions mentioned above. On
January 30, 2000, Mr. Peters was granted options to purchase 60,000 shares
at $17.25 per share. This grant vests in three equal annual installments
beginning one year from the date of grant, subject to the same acceleration
provisions mentioned above.

(8) Effective on July 1, 1997, Scott D. Peters' salary was increased from
$125,000 per year to $150,000 per year. Mr. Peters' employment with the
Company began on February 12, 1997, the closing date of the IPO. Prior to
such date, Mr. Peters was paid a consulting fee totaling $12,000 by The
Legends Group, which amount was subsequently reimbursed to The Legends
Group by the Company (on the closing of the IPO).

OPTION GRANTS FOR LAST FISCAL YEAR

The following table sets forth information with respect to stock
options granted to each of the executive officers named in the above Summary
Compensation Table in fiscal year 1999 and grants made in 2000 in respect of the
executives' performance in fiscal year 1999. The table also includes the
potential realizable value over the ten-year term of the options, based on
assumed rates of stock appreciation of 5% and 10%, compounded annually. These
assumed rates of appreciation have been calculated in accordance with the rules
of the Securities and Exchange Commission and do not represent the Company's
estimate of future stock price. There can be no assurance that the actual stock
price will appreciate over the ten-year option terms at the assumed rates of 5%
and 10% or at any other defined rate. Unless the market price of the Common
Stock appreciates over the option term, the named executive officers will not
realize value from these option grants. Percentages shown in the table are based
on a total of 195,000 options granted to employees in respect of fiscal year
1999 performance, all of which were granted on January 30, 2000.

1999 OPTION GRANTS

INDIVIDUAL GRANTS
------------------------------------------------- POTENTIAL REALIZABLE
PERCENT VALUE AT ASSUMED
NUMBER OF OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED OPTIONS TERM
OPTIONS IN FISCAL EXERCISE EXPIRATION ----------------------
NAME GRANTED 1999 PRICE DATE 5% 10%
- -------------------------------------- ---------- --------- -------- ---------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
W. Bradley Blair, II.................. 85,000 (1) 43.6% $17.25 1/30/2010 $ 138,456 $ 220,468

David D. Joseph....................... -- -- -- -- -- --

Scott D. Peters....................... 60,000 (1) 30.8% $17.25 1/30/2010 $ 97,734 $ 155,625

</TABLE>

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<PAGE>

- ----------

(1) These options were granted on January 30, 2000 but the Company considers
them to be compensation for 1999. Accordingly they have been included in
this table and in the Summary Compensation Table as 1999 grants.

OPTION EXERCISES IN 1999 AND YEAR-END OPTION VALUES

The following table shows that there were no option exercises during
the fiscal year ended December 31, 1999 by any of the executive officers named
in the Summary Compensation Table and it describes the exercisable and
unexercisable options held by them as of December 31, 1999. The "Value of
Unexercised In-the-Money Options at December 31, 1999" is based on a value of
$16.938 per share, the closing price of the Company's Common Stock on the
American Stock Exchange on December 31, 1999, less the per share exercise price,
multiplied by the number of shares issued upon exercise of the option.

1999 OPTION EXERCISES YEAR-END HOLDINGS

NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
ACQUIRED AT DECEMBER 31, 1999 (2) DECEMBER 31, 1999 (1)
ON VALUE ------------------------------ ------------------------------
NAME EXERCISE RECEIVED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------ ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
W. Bradley Blair, II.. -- -- 297,667 257,333 -- --

David D. Joseph ...... -- -- 241,999 41,667 -- --

Scott D. Peters....... -- -- 110,333 114,667 -- --

</TABLE>

(1) None of the options included in the table above were in-the-money on
December 31, 1999.
(2) The options granted on January 30, 2000 are not in this table.

EMPLOYMENT AGREEMENTS

The Company has entered into written employment agreements with W.
Bradley Blair, II, and Scott D. Peters. The employment agreement with Mr. Blair
had a term of four years, commencing February 7, 1997. On November 7, 1999 the
Company entered into an amended and restated employment agreement with Mr. Blair
pursuant to which his employment term is automatically renewed for three years
every February 7, unless written notice to the contrary was given at least three
years prior to such date. The employment agreement with Mr. Peters had an
original term of two years commencing on February 12, 1997. On November 7, 1999
the Company entered into an amended and restated employment agreement with Mr.
Peters pursuant to which his employment term is automatically renewed for two
years every February 12, unless written notice to the contrary was given at
least two years prior to such date. The employment agreements provide for an
annual salary for Messrs. Blair and Peters, respectively, with annual
performance bonuses determined by the Compensation Committee in connection with
the achievement of performance criteria to be determined by the Compensation
Committee. In addition, each of Messrs. Blair and Peters has received options to
purchase shares of Common Stock as described in the tables above. Each of
Messrs. Blair and Peters, or their estates, would receive severance payments and
their stock-based compensation immediately would vest in full upon the

12
<PAGE>

death, disability, termination of such executive's employment or resignation of
such executive, unless such executive resigns without "good cause" or unless the
Company terminates such executive's employment with "good reason," i.e., as a
result of gross negligence, willful misconduct, fraud or a material breach of
the employment agreement. Each such executive will have "good cause" to
terminate his employment with the Company in the event of any material reduction
in his compensation or benefits, material breach or material default by the
Company under his employment agreement or following a change in control of the
Company. The severance payments of Messrs. Blair and Peters would be equal to
base compensation plus bonus, with the bonus equal to the greater of the
executive's then most recent annual bonus or his average annual bonus for the
years 1997 through 1999. The severance payments would be made for either the
balance of the employment term or three years, whichever is longer. The amended
and restated employment agreements of Messrs. Blair and Peters were filed as
exhibits to the Company's Annual Report on Form 10-K for the year ended December
31, 1999.

The Compensation Committee may establish additional incentive
compensation arrangements for the Company's executive officers and certain key
employees.

JOSEPH SEPARATION AGREEMENT

On October 22, 1999 David D. Joseph tendered his written resignation to
the Company and the Company and Mr. Joseph executed a formal separation
agreement (the "Separation Agreement") dated as of October 31, 1999. Pursuant to
the Separation Agreement, Mr. Joseph resigned from the Board of Directors as of
October 31, 1999 and from all other offices and employment with the Company and
all of its affiliates as of December 1, 1999. The Separation Agreement provides
that after his resignation, Mr. Joseph will continue to work on certain projects
as a consultant to the Company until such projects are completed to the
President's satisfaction. The Separation Agreement also contains a mutual
release of claims, confidentiality provisions, representations and warranties
from Mr. Joseph and a two-year covenant not to compete with the Company. In
exchange for Mr. Joseph's commitments in the Separation Agreement, the Company
agreed to continue to pay Mr. Joseph's salary through February 7, 2000, which
would have been the final day of Mr. Joseph's then-current employment term, and
to allow prior option grants and restricted stock grants to continue to vest
through March 10, 2000. All of Mr. Joseph's option and restricted stock awards
that had not vested by March 10, 2000 were terminated. Mr. Joseph will have
until December 31, 2002 to exercise all vested options. In addition, the Company
agreed to pay Mr. Joseph severance payments in an aggregate amount of $214,250,
in installments over two years. Pursuant to the Separation Agreement, all
outstanding loans from the Company to Mr. Joseph (see LOANS TO OFFICERS section
herein) were consolidated into a single loan evidenced by a single promissory
note (the "Master Note") and secured by a pledge of all Company securities
acquired by Mr. Joseph as restricted stock under any stock-based compensation
plan or with the proceeds of Company loans to Mr. Joseph. Interest on the Master
Note shall be payable quarterly at the rate stated in the Master Note and
principal shall be payable in one lump sum on January 31, 2003. The Master Note
is recourse to Mr. Joseph but shall become non-recourse two months prior to
maturity if Mr. Joseph is not then in default under any provision of the
Separation Agreement or the Master Note.

COVENANTS NOT TO COMPETE

In their employment agreements, Messrs. Blair, and Peters have agreed
to devote substantially all of their time to the business of the Company and not
to engage in any competitive businesses. They have agreed further not to compete
directly with the Company in a business similar to that of the Company for a
period of one year following any termination of employment, except in the event
of a change of control. However, Mr. Blair may continue to invest with Mr. Young
and his affiliates in certain residential real estate developments and resort
operations. Mr. Joseph, the former Executive Vice President and Director

13
<PAGE>

of Acquisitions resigned from the Company as of October 31, 1999 and executed a
new covenant not to compete with the Company, which expires on February 7, 2002,
as a part of his Separation Agreement.

CHANGE OF CONTROL AGREEMENTS

The employment agreements of Messrs. Blair and Peters provide that each
executive will have good cause to resign upon a change of control and, in that
case, all of the executive's stock options and restricted stock would vest in
full and the executive would be entitled to severance payments as described
under "--Employment Agreements," above. The Company has made loans to each of
Messrs. Blair and Peters primarily to acquire Company stock and to fund tax
liabilities associated with stock-based compensation. Upon any change of
control, all outstanding amounts under these loans would be forgiven, see
"Certain Relationships and Related Transactions--Loans to Officers." In
addition, the employment agreements, as amended and restated at November 7,
1999, provide that if any payment by or on behalf of the Company or the
Operating Partnership to either executive qualifies as an "excess parachute
payment" under the tax code, the Company shall make additional payments in cash
to the executive (so called "gross-up payments") so that the executive is put in
the same after-tax position as he would have been in had no excise tax been
imposed by the tax code.

STOCK PLANS

OPTION PLANS

The Company has established three stock option plans for its executive
officers and other key employees and consultants (collectively the "Stock
Incentive Plans") as follows:

- - ORIGINAL INCENTIVE PLAN. On January 28, 1997, the Company's sole
stockholder ratified the Board of Directors' adoption of the Golf Trust
of America 1997 Stock Incentive Plan (the "Original Incentive Plan").
The Original Plan relates to a maximum of 500,000 shares of Common
Stock, all of which are the subject of current option grants. Through
the date hereof, the Compensation Committee has awarded grants relating
to 500,000 shares (such that no shares remain available for grant)
under the 1997 Stock-Based Incentive Plan. If any such grant fails to
vest or is otherwise terminated, the underlying shares will again be
available for grant under the Original Incentive Plan.

- - 1997 INCENTIVE PLAN. At the annual meeting held May 18, 1998, the
Company's stockholders ratified the Board of Directors' adoption of the
Golf Trust of America, Inc. 1997 Stock-Based Incentive Plan (the "1997
Incentive Plan"). A maximum of 600,000 shares of Common Stock may be
issued under the 1997 Incentive Plan, which amount has been reserved
for issuance by the Board of Directors. Through the date hereof, the
Compensation Committee has awarded grants relating to 582,032 shares
(such that 17,968 shares remain available for grant) under the 1997
Incentive Plan.

- - 1998 INCENTIVE PLAN. At the annual meeting held May 18, 1999, the
Company's stockholders ratified the Board of Directors' adoption of the
Golf Trust of America, Inc. 1998 Stock-Based Incentive Plan (the "1998
Incentive Plan"). A maximum of 500,000 shares of Common Stock may be
issued under the 1998 Incentive Plan, which amount has been reserved
for issuance by the Board of Directors. Through the date hereof, the
Compensation Committee has awarded grants relating to 498,000 shares
(such that 2,000 shares remain available for grant) under the 1998
Incentive Plan.

14
<PAGE>

In addition, the Company has established a stock option plan for its
Independent Directors, which is discussed on page 6.

Certain terms common to all three Stock Incentive Plans for executive
officers and other key employees and consultants are described below.

PURPOSE. By enabling participants to share in ownership of the Company,
the Stock Incentive Plans provide additional means with which the Company can
attract, motivate, retain and reward its officers, key employees and
consultants. The Stock Incentive Plans are designed to provide incentives to
officers and key employees to maximize the Company's stock price and cash flow
available for distribution.

ADMINISTRATION. The Stock Incentive Plans are administered by the
Compensation Committee, which is authorized to select from among the eligible
persons the individuals to whom awards are to be granted and to determine the
number of shares to be subject thereto and the terms and conditions thereof. The
Compensation Committee is authorized to adopt, amend and rescind rules relating
to the administration of the Stock Incentive Plans. No member of the
Compensation Committee is eligible to participate in the Stock Incentive Plans.

AWARDS UNDER THE STOCK INCENTIVE PLANS. At the Compensation Committee's
discretion, awards under the Stock Incentive Plans may take the form of stock
options, stock appreciation rights, restricted stock awards, performance share
awards and/or stock bonuses (collectively "Awards"), which are described below:

- - NON-QUALIFIED STOCK OPTIONS provide for the right to purchase Common
Stock at a specified price that may be less than fair market value on
the date of grant (but not less than par value), and usually become
exercisable in installments after the grant date. Non-qualified stock
options may be granted for any reasonable term.

- - INCENTIVE STOCK OPTIONS are designed to comply with the provisions of
the tax code and will be subject to restrictions contained in the tax
code, including exercise prices equal to at least 100% of fair market
value of the Common Stock on the grant date and a 10 year restriction
on their term, but may be subsequently modified to disqualify them from
treatment as incentive stock options.

- - RESTRICTED STOCK may be awarded or sold to participants at various
prices (but not below par value) and made subject to such restrictions
as may be determined by the Compensation Committee. Consideration for
restricted stock may include notes and past services. Restricted stock
typically may be repurchased by the Company at the original purchase
price if the conditions or restrictions are not met. In general,
restricted stock may not be sold or otherwise transferred or
hypothecated until restrictions are removed or expire. Recipients of
restricted stock, unlike recipients of options, will have voting rights
and will receive dividends prior to the time when the restrictions
lapse.

- - PERFORMANCE AWARDS may be granted by the Compensation Committee on an
individual or group basis. Generally, these Awards will be based upon
specific agreements and may be paid in cash or in Common Stock or in a
combination of cash and Common Stock. Performance Awards may include
"phantom" stock Awards that provide for payments based upon increases
in the price of the Company's Common Stock over a predetermined period.
Performance Awards may also include bonuses which may be granted by the
Compensation Committee on an individual or

15
<PAGE>

group basis and which may be payable in cash or in Common Stock or in a
combination of cash and Common Stock.

- - STOCK APPRECIATION RIGHTS ("SARs") may be granted by the Compensation
Committee and may be made in tandem with other Awards or independently.
Each SAR entitles the holder, upon exercise, to receive the difference
between the initial share value specified in the SAR Award and the fair
market value of a share of Common Stock on the date of exercise. At the
Compensation Committee's discretion, payments under SARs may be made in
cash, shares of Common Stock (valued at fair market value) or any
combination thereof.

AMENDMENT OF THE STOCK INCENTIVE PLANS. The Board may, at any time,
terminate or, from time to time, amend, modify or suspend the Stock Incentive
Plans, in whole or in part. No Awards may be granted during any suspension of
the Plans or after termination of the Plans, but the Compensation Committee
shall retain jurisdiction as to Awards then outstanding. Any amendment that
would (i) materially increase the benefits accruing to participants under the
Stock Incentive Plans, (ii) materially increase the aggregate number of
securities that may be issued under the Stock Incentive Plans, or (iii)
materially modify the requirements as to eligibility for participation in the
Stock Incentive Plans, shall be subject to shareholder approval only to the
extent then required by Section 425 of the tax code or applicable law, or deemed
necessary or advisable by the Board. Without limiting any other express
authority of the Compensation Committee under but subject to the express limits
of the Stock Incentive Plans, the Compensation Committee by agreement or
resolution may waive conditions of or limitations on Awards to participants that
the Compensation Committee in the prior exercise of its discretion has imposed,
without the consent of a participant, and may make other changes to the terms
and conditions of Awards that do not affect in any manner materially adverse to
the participant, his or her rights and benefits under an Award. No amendment,
suspension or termination of the Stock Incentive Plans or change of or affecting
any outstanding Award shall, without written consent of the participant, affect
in any manner materially adverse to the participant any rights or benefits of
the participant or obligations of the Company under any Award granted prior to
the effective date of such change.

EMPLOYEE STOCK PURCHASE PLAN

GENERAL. At the annual meeting held May 18, 1998, the Company's
stockholders ratified the Board of Directors' adoption of the Golf Trust of
America, Inc. Employee Stock Purchase Plan (the "Employee Stock Purchase Plan").
A maximum of 250,000 shares of Common Stock may be issued under the Employee
Stock Purchase Plan, which amount has been reserved for issuance by the Board of
Directors. Through to date hereof, 6,637 shares have been issued under the
Employee Stock Purchase Plan.

Under the Employee Stock Purchase Plan, shares of the Company's Common
Stock are available for purchase by Eligible Employees (as defined below)
electing to participate in the Employee Stock Purchase Plan . Such Eligible
Employees are entitled to purchase Common Stock, by means of limited payroll
deductions, at a 10% discount from the market price of the Common Stock as of
specified dates. The Employee Stock Purchase Plan is intended to constitute an
"employee stock purchase plan" within the meaning of Section 423 of tax code.
The Board of Directors approved the Employee Stock Purchase Plan in an Action by
Written Consent dated as of February 1, 1998.

PURPOSE. The purpose of the Employee Stock Purchase Plan is to provide
Eligible Employees with an incentive to advance the best interests of the
Company by providing a method whereby they may voluntarily purchase Common Stock
at a favorable price and upon favorable terms.

16
<PAGE>

SHARES AVAILABLE FOR PURCHASE. The maximum aggregate number of shares
that may be purchased under the Employee Stock Purchase Plan is 250,000, subject
to adjustment as described below. The shares may be authorized but unissued
shares of the Company, treasury shares, or shares bought on the open market. If
the outstanding shares are increased, decreased or changed into, or exchanged
for, a different number or kind of shares or securities of the Company or of
another corporation (whether by reason of merger, consolidation,
recapitalization, stock split, stock dividend, combination of shares, or
otherwise), an appropriate adjustment will be made in the number and kind of
shares that may be issued under the Employee Stock Purchase Plan and the
purchase price per share may be appropriately adjusted consistent with such
change to prevent substantial dilution or enlargement of Eligible Employees'
rights under the Employee Stock Purchase Plan , all as described more fully in
Section 17 of the Employee Stock Purchase Plan .

ADMINISTRATION. The Employee Stock Purchase Plan is administered by a
committee composed of not less than two members of the Board (the "Employee
Stock Purchase Plan Committee"). The Employee Stock Purchase Plan Committee is
appointed by the Board and may from time-to-time adopt, amend or rescind rules
for carrying out the Employee Stock Purchase Plan . Members of the Employee
Stock Purchase Plan Committee are selected by the Board to serve until their
successors are appointed. The Committee has full power and discretion to
construe and interpret the Employee Stock Purchase Plan, which construction or
interpretation is final and binding on all persons. The Board has appointed the
Compensation Committee of the Board as the Employee Stock Purchase Plan
Committee. No member of the Board, the Compensation Committee or officer of the
Company will be liable for any action or inaction relating to the Employee Stock
Purchase Plan .

ELIGIBILITY. Only Eligible Employees may participate in the Employee
Stock Purchase Plan . An "Eligible Employee" is any employee of the Company (or
any of its participating subsidiaries) (i) who has completed at least three
months of continuous full-time employment with the Company (or a participating
subsidiary) as of the Grant Date (as defined below), (ii) whose customary
employment is for more than 20 hours per week, and (iii) whose customary
employment is for more than five months per calendar year. Notwithstanding the
foregoing, an otherwise "Eligible Employee" may not participate in the Employee
Stock Purchase Plan if he or she owns 5% or more of the voting stock of the
Company (or any subsidiary); furthermore, the value of shares that any one
Participant may purchase under the Employee Stock Purchase Plan in any one
calendar year cannot exceed $25,000 (and for this purpose, value is based on
fair market value of such shares on the Grant Date, as defined below).

OPERATION OF THE EMPLOYEE STOCK PURCHASE PLAN . The Employee Stock
Purchase Plan operates in successive six-month periods ("Offering Periods"),
commencing each January 1 and July 1. The first Offering Period commenced on
March 1, 1998 and ended on June 30, 1998. On the first day of each Offering
Period (the "Grant Date"), each Eligible Employee who has filed a valid election
to participate in the Employee Stock Purchase Plan for that Offering Period (a
"Participant") will be granted an option (the "Option") to purchase shares of
the Company's Common Stock. During the Offering Period, the Company will credit
to a bookkeeping account (the "Account") maintained on behalf of the
Participant, the Participant's periodic payroll contributions under the Employee
Stock Purchase Plan . No interest will be paid to any Participant or credited to
his or her Account under the Employee Stock Purchase Plan .

The Option will be exercised on the last day of the Offering Period
(the "Exercise Date"). The number of Shares acquired upon exercise of the Option
will be determined by dividing the Participant's Account balance as of the
Exercise Date by the Option Price. The "Option Price" will be the lesser of: (i)
85% of the fair market value of a Share on the Grant Date; or (ii) 85% of the
fair market value of a Share on the Exercise Date. Unless a Participant's
Employee Stock Purchase Plan participation terminates, his or her Option will be
exercised automatically on the Exercise Date. The Committee has certain
discretion to limit the acquisition of fractional Share interests.

17
<PAGE>

No Participant will have any rights as a shareholder until a
certificate for Shares has been issued in the Participant's name following
exercise of his or her Option. No adjustment will be made for dividends or other
rights as a shareholder for which a record date is prior to the issuance of such
Share certificate.

TERM. The Employee Stock Purchase Plan was effective as of March 1,
1998 (the "Effective Date"). No new Offering Periods will commence on or after
the tenth anniversary of the Effective Date and the Employee Stock Purchase Plan
will terminate on such date or, if earlier, when no shares remain available for
Options under the Employee Stock Purchase Plan. In addition, the Employee Stock
Purchase and all outstanding Options will terminate (i) upon the dissolution of
the Company or a merger or similar transaction in which the Company does not
survive, or (ii) a Change in Control (as such term is defined in the Employee
Stock Purchase Plan). If a Participant's Option is terminated in connection with
such an event, he or she will be paid (in cash and without interest) the amount
then credited to his or her Account.

SECURITIES ACT REGISTRATION.

The Company has registered the shares issuable under the Original Plan,
the 1997 Stock Incentive Plan, the Directors' Plan and the Employee Stock
Purchase Plan under the Securities Act, as amended, on Form S-8 and intends to
register the securities issuable under the 1998 Stock Incentive Plan on Form
S-8. All of the Company's stock-based compensation plans have been filed as an
exhibits to the Company's filings with the Securities and Exchange Commission
and are incorporated by reference in the Company's latest Annual Report on Form
10-K.

REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

THE FOLLOWING REPORT SHOULD NOT BE DEEMED INCORPORATED BY REFERENCE BY
ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY
FILING UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES EXCHANGE ACT OF
1934, EXCEPT TO THE EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THIS
INFORMATION BY REFERENCE AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH
ACTS.

RESPONSIBILITIES OF THE COMPANY'S COMPENSATION COMMITTEE. The Company's
executive compensation program is administered under the direction of the
Compensation Committee of the Board of Directors of the Company, which is
composed of three Independent Directors. The specific responsibilities of the
Compensation Committee are to:

1. administer the Company's executive compensation program;

2. review and approve compensation awarded to the Company's executive
officers pursuant to the executive compensation program;

3. monitor the performance of the Company in comparison to
performance by executive officers in conjunction with executive
officer compensation;

4. monitor compensation awarded to executive officers of the Company
in comparison to compensation received by executive officers of
the Company's peers; and

5. insure the program provides for executive retention and succession.

18
<PAGE>

Compensation determinations pursuant to the executive compensation
program are generally made at or shortly after the end of the fiscal year. At
the end of the fiscal year, incentive cash and non-cash bonuses are calculated
pursuant to the funds from operations ("FFO") growth criteria which is contained
in the respective Golf Trust of America, Inc. incentive compensation plan
approved by the Compensation Committee prior to or at the beginning of the
fiscal year. Payment of bonuses are subject to audited confirmation of the
Company's financial performance, which occurs immediately after the end of the
fiscal year.

In fulfilling its responsibilities, the Compensation Committee takes
into account recommendations from management as well as the specific factors
enumerated herein for specific elements of compensation. The Compensation
Committee periodically reviews comparative compensation data.

PHILOSOPHY OF THE COMPENSATION COMMITTEE. The philosophy of the
Compensation Committee as reflected in the specific compensation plans included
in the executive compensation program is to:

1. attract, retain and reward experienced, highly motivated
executive officers who are capable of effectively leading and
continuing the growth of the Company;

2. place more emphasis on short and long-term incentive compensation
which is dependent upon both Company and individual performance
rather than on base salary;

3. reward and encourage executive officer activity that results in
enhanced value for stockholders; and

4. link both short and long-term incentive compensation as much as
possible to the achievement of specific individual and Company
goals.

ELEMENTS OF COMPENSATION. The Compensation Committee believes that the
above philosophy can best be implemented through three separate components of
executive compensation with each component designed to reward different
performance goals, yet have all three components work together to satisfy the
ultimate goal of enhancing stockholder value. The three elements of executive
compensation are:

1. salary, which compensates the executive for performing the basic
job description through the performance of assigned
responsibilities;

2. cash and non-cash bonuses, which reward the executive for
commendable performance of special designated tasks or outstanding
performance of assigned responsibilities during the fiscal year;
and

3. stock options and/or stock grants, which provide long-term rewards
to the executive in a manner directly related FFO growth and to
the enhancement of stockholder value.

In administering each element of compensation, the Compensation
Committee considers the integration of that element not only with the other two
elements of compensation, but also with additional benefits available to the
executive such as the 1997 Employee Stock Purchase Plan, insurance benefits
provided by the Company and the retirement savings plan sponsored by the
Company.

BASE SALARY. Base salaries for executive officers are set based on the
following factors:

19
<PAGE>

1. Comparison to executive officer base salaries for the Compensation
Committee peer group to the extent such data is available;

2. Individual performance of the routine designated tasks assigned;
and

3. Overall experience and variety of responsibilities of the
executive officer.

Messrs. Blair and Peters were awarded an increase in their 1999
respective base salaries as set forth in the above Summary Compensation Table.

CASH AND NON-CASH BONUSES. The 1999 Incentive Compensation Plan was
approved by the Compensation Committee establishing, among other things, the
specific per share FFO growth criteria, requisite financial returns on
acquisitions, and internal growth of asset performance, balance sheet management
and REIT capital market conditions upon which executive officers' bonuses were
dependent. This plan was formulated to foster a team performance among the
executive officers in accomplishing various corporate goals, among which, growth
in FFO per share of Common Stock was given prime consideration. The bonuses set
forth above reflect the Compensation Committee's determination of the
contribution of the respective executive officers to the achievement of the
Company's goals for 1999.

The Compensation Committee determined that to further promote the
Company's philosophy of performance-based compensation for 1999, certain
non-executive employees should also receive cash bonus elements of compensation.

STOCK OPTIONS AND STOCK GRANTS. The Compensation Committee believes
that awards of stock options or stock grants provide long-term incentive
compensation to executive officers that is aligned most directly with the
achievement of enhancing value for stockholders. As such, the Compensation
Committee believes that awards of stock options or stock grants should be made
to executive officers in meaningful amounts on a regular basis. When granting
stock, it is the intention of the Compensation Committee to utilize restricted
stock grants subject to a three to five year vesting period even in instances
where stock is granted in lieu of cash compensation.

The number of stock options or stock grants (non-cash bonuses) awarded
to an executive officer is based on the following criteria:

1. overall responsibility of the executive officer;

2. overall ability to contribute to the growth of the Company; and

3. level of base salary component of compensation.

The Compensation Committee considers the awards of stock options or
restricted stock grants on a current basis only. The existing stockholdings of
an individual executive are not taken into consideration when awarding stock
options or restricted stock grants.

DEFINITION OF FUNDS FROM OPERATIONS ("FFO"). As noted above, certain
elements of executive compensation are based on achieving specific goals in Per
Share FFO growth. FFO, as revised by NAREIT on October 27, 1999, is defined as
income or loss before minority interest of unit holders of the Operating
Partnership, extraordinary items and certain non-cash items, primarily
depreciation. Industry analysts consider FFO to be an appropriate measure of the
performance of an equity REIT.

Respectfully submitted,

By: The Compensation Committee

Members: Roy C. Chapman
Fred W. Reams
Edward L. Wax

20
<PAGE>

STOCK PERFORMANCE CHART

The following graph charts the Company's stock price since inception in
February 1997 compared to both the S&P 500 and the NAREIT Index:

Golf Trust S&P 500 NAREIT
of America, Inc. Index Index
---------------------- ---------------------- ---------------------
Period Price Index Price Index Price Index
- --------------- ----- ------ ----- ------ ------ -----
<S> <C> <C> <C> <C> <C> <C>
Feb-97 24.25 100.00 790.82 100.00 106.82 100.00
Mar-97 24.38 100.54 757.12 95.74 105.48 98.75
Apr-97 25.50 105.15 801.34 101.33 102.42 95.88
May-97 27.25 112.37 848.28 107.27 105.03 98.32
Jun-97 27.81 114.68 885.14 111.93 109.67 102.67
Jul-97 28.25 116.49 954.29 120.67 112.31 105.14
Aug-97 27.50 113.40 899.47 113.74 111.44 104.33
Sep-97 27.00 111.34 947.28 119.78 120.16 112.49
Oct-97 26.06 107.46 914.62 115.65 116.36 108.93
Nov-97 27.00 111.34 955.40 120.81 117.66 110.15
Dec-97 29.00 119.59 970.43 122.71 119.50 111.87
Jan-98 29.13 120.12 980.28 123.96 118.29 110.74
Feb-98 28.88 119.07 1,049.34 132.69 115.69 108.30
Mar-98 31.38 129.40 1,101.75 139.32 117.25 109.76
Apr-98 32.63 134.56 1,111.75 140.58 112.67 105.48
May-98 32.75 135.05 1,090.82 137.94 111.08 103.99
Jun-98 34.38 141.77 1,133.84 143.38 110.10 103.07
Jul-98 30.63 126.31 1,120.67 141.71 102.21 95.68
Aug-98 26.50 109.28 957.28 121.05 91.01 85.20
Sep-98 29.75 122.68 1,017.01 128.60 96.32 90.17
Oct-98 26.75 110.31 1,098.67 138.93 93.10 87.16
Nov-98 26.13 107.73 1,163.63 147.14 94.26 88.24
Dec-98 27.75 114.43 713.78 160.50 91.03 85.22
Jan-99 26.13 107.75 1,279.64 161.81 88.91 83.23
Feb-99 24.21 99.84 1,238.33 156.59 86.13 80.63
Mar-99 22.22 91.63 1,286.37 162.66 84.83 79.41
Apr-99 22.05 90.93 1,335.18 168.83 92.56 86.65
May-99 24.16 99.63 1,301.84 164.62 94.17 88.16
Jun-99 24.00 98.97 1,372.71 173.58 92.09 86.21
Jul-99 23.14 95.42 1,328.72 168.02 88.22 82.59
Aug-99 21.07 86.89 1,320.41 166.97 85.68 80.21
Sep-99 18.97 78.23 1,282.71 162.20 81.75 76.53
Oct-99 18.00 74.23 1,362.93 172.34 79.11 74.06
Nov-99 17.31 71.38 1,388.91 175.63 76.86 71.95
Dec-99 15.92 65.65 1,469.25 185.79 78.23 73.24

</TABLE>

Note: The stock price performance shown on the graph above is not necessarily
indicative of future price performance.

21
<PAGE>

INDEPENDENT PUBLIC ACCOUNTANTS

Since February 28, 1997, the Company has engaged BDO Seidman, LLP as
its principal accountants and such firm is expected to be retained as its
principal accountants in 2000. BDO Seidman, LLP audited the Company's financial
statements for the periods ending December 31, 1997, 1998 and 1999. A
representative from BDO Seidman, LLP will be present at the Annual Meeting, and
is expected to be available to respond to appropriate questions.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table describes, as of March 31, 2000, the beneficial
ownership of Common Stock and common OP Units (which are common units of limited
partnership interest in Golf Trust of America, L.P., the operating partnership
through which the Company owns its golf course interests (the "Operating
Partnership")) by each director, by each named executive officer of the Company
(including Mr. Joseph, who resigned in late 1999), by all directors and officers
of the Company as a group (not including Mr. Joseph) and by each person known to
the Company to be the beneficial owner of 5% or more of the outstanding Common
Stock. This table shows beneficial ownership in accordance with the rules of the
Securities and Exchange Commission to include securities that a named person has
the right to acquire within 60 days. Each person named in the table has sole
voting and investment/disposition power with respect to all of the shares of
Common Stock or OP Units shown as beneficially owned by such person, except as
otherwise set forth in the notes to the table. Unless otherwise noted, the
address of each person in the table is c/o Golf Trust of America, Inc., 14 North
Adger's Wharf, Charleston SC 29401.

COMMON STOCK COMMON OP UNITS
------------------------------------ -------------------------------
PERCENTAGE
PERCENTAGE OF INTEREST IN
NAME AND ADDRESS NUMBER OF SHARES SHARES OF COMMON NUMBER OF OP OPERATING
OF BENEFICIAL OWNER OF COMMON STOCK STOCK OUTSTANDING UNITS (1) PARTNERSHIP
- --------------------------------------- ---------------- ----------------- ------------ -----------
<S> <C> <C> <C> <C>
W. Bradley Blair, II................. 596,868 (2) 7.0% 12,500 (3) *

David D. Joseph...................... 320,118 (4) 3.8% -- --

Scott D. Peters...................... 230,702 (5) 2.8% -- --

Larry D. Young....................... --- -- 3,726,856 (6) 27.0%

Roy C. Chapman....................... 20,500 (7) * -- --

Raymond V. Jones..................... 21,000 (7) * -- --

Fred W. Reams........................ 60,000 (7) * -- --

Edward L. Wax........................ 21,250 (7) * -- --

Directors and officers
as a group (8 persons).......... 1,270,438 (8) 14.0% 3,739,356 27.1%

AEW Capital Management, L.P.......... 961,704 (9) 8.6% -- --

FMR Corp............................. 587,100 (10) 7.2% -- --

Schooner Capital LLC................. 672,700 (11) 8.3% -- --

</TABLE>

- ----------

* Less than 1%

22
<PAGE>

(1) The Operating Partnership has 4,905,086 OP Units outstanding as of March
31, 2000, excluding 8,118,147 OP Units beneficially owned by Golf Trust
through its subsidiaries. OP Units (other than those beneficially owned by
Golf Trust) may generally be redeemed for cash (or, at Golf Trust's option,
for shares of Common Stock on a one-for-one basis).

(2) Includes the 94,507 shares of restricted stock awarded by the Company to
Mr. Blair for the shares' par value, the majority of which remain subject
to vesting conditions. Also includes options to purchase 431,000 shares of
the Company's Common Stock that have vested and or will vest within 60
days.

(3) Does not include 598,187 OP Units held by Legends of Virginia, LC, a prior
owner which contributed two golf courses to the Company. Mr. Blair is the
trustee of, and has no equity interest in, a trust that is the managing
member of Legends of Virginia, LC by virtue of its 52% voting interest
therein. Mr. Blair disclaims any beneficial interest in such OP Units.
Under the Partnership Agreement of the Operating Partnership, the holders
of all of the OP Units shown in the table have the right to tender them for
redemption at any time. Upon such a tender, either the Operating
Partnership must redeem the OP Units for cash or the Company must acquire
the OP Units for shares of Common Stock, on a one-for-one basis.

(4) Of the 42,809 shares of restricted stock awarded by the Company to Mr.
Joseph for the shares' par value, 11,905 shares were cancelled upon his
resignation, 18,405 shares will vest within 60 days, and the remaining
12,500 shares will vest on February 7, 2002. Also includes options to
purchase 176,666 shares of the Company's Common Stock that have vested or
will vest within 60 days. A total of 36,452 of Mr. Joseph's shares of
Common Stock are pledged to the Operating Partnership to secure the Master
Note (see "Directors and Officers--Joseph Separation Agreement") and Mr.
Joseph has agreed to vote all pledged shares as recommended by the Board of
Directors.

(5) Includes the 52,623 shares of restricted stock awarded by the Company to
Mr. Peters for the shares' par value, of which remain subject to vesting
conditions. Also includes options to purchase 157,000 shares of the
Company's Common Stock that have vested or will vest within 60 days.

(6) Mr. Young's address is c/o The Legends Group, 1500 Legends Drive, Myrtle
Beach, South Carolina 29577. Includes 598,187 OP Units held by Legends of
Virginia, LC which are beneficially owned by the children and grandchildren
of Mr. Young. Mr. Young disclaims any beneficial ownership in such OP
Units. Under the Partnership Agreement of the Operating Partnership, the
holders of all of the OP Units shown in the table have the right to tender
them for redemption at any time. Upon such a tender, either the Operating
Partnership must redeem the OP Units for cash or the Company must acquire
the OP Units for shares of Common Stock, on a one-for-one basis.

(7) Includes 20,000 options to purchase shares of the Company's Common Stock
which have not been exercised.

(8) Includes 189,939 shares of restricted stock awarded by the Company to its
executive officers for the shares' par value, the majority of which remain
subject to vesting. Also includes options to purchase 764,666 shares of
Common Stock that have vested or will vest within 60 days.

(9) Amounts shown for AEW Capital Management, L.P. include 800,000 shares of
the Company's Series A Convertible Cumulative Preferred Stock held by its
affiliate AEW Targeted Securities Fund, L.P., which shares are convertible
into an aggregate of 761,905 shares of the Company's Common Stock. AEW
Capital Management, L.P. beneficially owns an additional 199,800 shares of
the Company's Common Stock. These entities' address is c/o AEW Capital
Management, Inc., 225 Franklin Street, Boston, MA 02110. Information about
AEW Capital Management, L.P. is included in reliance on its Schedule 13G
filed with the Security and Exchange Commission ("SEC") on April 16, 1999.

(10) FMR Corp.'s address is 82 Devonshire Street, Boston, MA 02109. Information
about FMR Corp. is included in reliance on the Schedule 13G filed with the
SEC on February 11, 2000 by FMR Corp.

23
<PAGE>

(11) Schooner Capital LLC's address is 745 Atlantic Avenue, 11th Floor, Boston,
MA 02111. Information about Schooner Capital LLC is included in reliance on
the Schedule 13D filed with the SEC on January 28, 2000 by Schooner Capital
LLC.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRANSACTIONS WITH MANAGEMENT AND OTHERS

Larry Young, a director of the Company, is the majority owner of the
Legends lessees (i.e., those lessees that lease the thirteen courses of the
Company by the Legends Group and its affiliates). W. Bradley Blair, II, Chief
Executive Officer, President and Chairman of the Board of the Company, is an
inactive shareholder in Blair Conaway Bograd & Martin, P.A., a law firm engaged
by the Company on a limited basis to provide real estate, corporate and labor
law services to the Company.

W. Bradley Blair, II, Chief Executive Officer, President and Chairman
of the Board of the Company, purchased 21,429 shares of Common Stock at the
10-day average trailing price on July 2, 1999 of $23.86 from Granite Golf, a
former lessee of golf courses from the Company. Mr. Blair purchased these shares
of Common Stock, which had been pledged as collateral under Granite Golf's
participating lease, in connection with the default of this lessee under its
participating lease and the subsequent reassignment of its participating leases
to Legends National Golf Management, LLC, an affiliate of Mr. Young.

Golf Trust of America, Inc. and Larry Young, a director of the Company,
each have right of first refusal to buy the Patricia Grand Hotel and the
Patricia North Hotel (the "Myrtle Beach Hotels") in Myrtle Beach, South
Carolina, if the owner of the Myrtle Beach Hotels intends to sell, assign or
transfer one or both of the Myrtle Beach Hotels in a bona fide third party
transaction. The term of this option is seven years with an expiration date of
December 21, 2005. A purchase option is available in favor of Golf Trust of
America, Inc. and Larry Young in the eighth year of ownership (2006) for them to
buy one or both of the Myrtle Beach Hotels. Golf Trust of America, Inc. has an
option to invest under terms similar to the Patricia Grand Hotel transaction in
any major hotel or resort purchase by the Anderson family or Anderson Resort
Management Group. This option does not apply to new construction or
redevelopment and expires in eight years. The Company believes that the
potential ownership of these hotel interests will enhance utilization of its
golf courses in Myrtle Beach.

SANDPIPER TRANSACTION

Concurrent with the acquisition of Sandpiper Golf Course, in March,
1998, the Company formed a taxable subsidiary, Sandpiper GTA Development, Inc.
(the "Taxable Subsidiary") to hold title to a 14-acre development site adjacent
to the Sandpiper Golf Course. This structure is designed to legally separate the
development and sale activities on such site from the operations of the Company
and allows for certain transactions and activities to be undertaken on such
property while preserving the REIT status of the Company. These activities
involve primarily holding property for sale in the ordinary course and possible
development of the site while permitting 95% or more of the economic benefit of
the site to accrue to the Company in the form of interest and dividends. The
Operating Partnership contributed $360,000 in exchange for all of the non-voting
Common Stock of the Taxable Subsidiary, and also made a loan to the Taxable
Subsidiary in the amount of $2.7 million, which accrues interest at 9.0% per
annum. The Operating Partnership also contributed $1.35 million for the Series A
Preferred Stock which provides for a preferred, cumulative return of 8.5%, has a
liquidation preference equal to the original capital contribution, and provides
for certain participation rights in the sales proceeds of the property owned by
the Taxable Subsidiary. Mr. Blair and Mr. Young contributed $22,500 each to the
Taxable Subsidiary in

24
<PAGE>

exchange for all of the voting Common Stock of the Taxable Subsidiary and signed
a promissory note agreeing to contribute an additional $22,500 each to the
Taxable Subsidiary, which permits Mr. Blair and Mr. Young, subject to the senior
rights of the Operating Partnership as holder of the $2.7 million promissory
note and holder of the preferred stock, to participate in a portion of the net
sales proceeds of the property of the Taxable Subsidiary. This site was sold in
June of 1999, consequently, this legal entity was dissolved and the note
receivable for the land is now held by GTA LP.

LOANS TO OFFICERS

Loans of approximately $890,000, secured by OP Units and Common Stock,
with interest rates of between 4.4% to 6.2% per annum, were made to officers of
the Company for the payment of related taxes for restricted stock grants issued
in 1997, 1998 and 1999. Of this total, approximately $173,000 related to the
restricted stock grants issued on March 10, 1999 for 44,000 shares. It is
expected that additional loans will be made to the officers to cover tax
liabilities resulting from future vesting of the restricted stock grants. In
addition, under the 1998 Senior Executive Loan Program, as amended on August 10,
1999, loans of $2.3 million have been made to officers of the Company to
purchase Company stock on the open market. These loans are collateralized by the
shares purchased, bear interest at rates between 4.51% to 5.89% per annum and
are due at the earliest of the following times: (i) three years following
termination of the borrower's employment with the Company, (ii) 5 years after
the making of the Promissory Notes or (iii) for Promissory Notes issued in
connection with open market stock purchases, at the time of sale of such stock
at the price specified in the promissory notes. These promissory notes are
recourse to the borrower. If and for so long as the Company reduces its common
dividend by more than 33% from the current rate of $0.44 per quarter, interest
on loans to the Company's current officers will not be payable and instead will
accrue and be added to principal. Upon any change of control in the lender, all
outstanding amounts to the current officers will be forgiven and the Promissory
Notes will be canceled.

Of the total officer loans outstanding, including tax-related loans and
stock purchase loans, approximately $725,000 in loans to the former Executive
Vice President, Mr. Joseph, were reclassified to Other Assets from Stockholders'
Equity upon his resignation. These loans are recourse to the borrower and are
subject to the terms of Mr. Joseph's Separation Agreement. All of the Company's
loans to Mr. Joseph were consolidated into a single master loan effective
December 31, 1999. See "Directors and Officers--Joseph Separation Agreement,"
above.

OPTION TO PURCHASE AND RIGHT OF FIRST REFUSAL

Larry Young, a director of the Company, is majority owner of The
Legends Group. The Legends Group contributed seven of its eight golf courses to
the Company at the IPO. The Legends Group currently owns one golf course that
was not contributed to the Company because it is subject to a ground lease with
a short remaining term, and may acquire or develop additional golf courses in
the future. The Company has an option and right of first refusal to acquire all
such golf courses, pursuant to an Option to Purchase and Right of First Refusal
Agreement (the "Option Agreement"). Commencing four years after the public
opening of a golf course developed by The Legends Group, or 24 months after the
acquisition of an established operating golf course, the Company may purchase
the applicable golf course under the Option Agreement for a purchase price based
on the net operating income of the golf course, subject to adjustments agreed
upon by the parties, divided by a capitalization rate equal to the Company's
cost of equity capital plus 200 basis points. For purposes of this calculation,
the Company's cost of equity capital is deemed to equal the Company's Funds From
Operations yield for the then current fiscal year as published by First Call,
less reserves for capital expenditures. In the event The Legends Group receives
a bona fide third party offer to acquire a developed golf course, the option
will not be effective pending the acquisition by the third party, in which case
the Company shall have the right to purchase the developed golf course pursuant
to the right of first refusal described below. The Company anticipates that any
such

25
<PAGE>

developed golf course will have achieved stabilized operating revenues before
the Company would consider purchasing such developed golf course from The
Legends Group or any affiliate of The Legends Group.

If the Company does not elect to exercise its option to acquire a golf
course owned, acquired or developed by The Legends Group, or if the parties are
unable to agree on the adjustments to net operating income for purposes of the
pricing formula, then the Company has a right of first refusal under the Option
Agreement with respect to such golf course. The right of first refusal will
obligate The Legends Group to offer the Company the right to buy any such golf
course on the same terms and conditions as The Legends Group intends to offer to
any third party. If the Company does not exercise its right to acquire such golf
course, The Legends Group will be free to sell to a third party, provided if The
Legends Group either opts not to sell the golf course within nine months or
reduces the purchase price by 5% or more, The Legends Group must again offer the
golf course to the Company. The Option Agreement shall generally run for a
period of 10 years after the IPO.

COST OF SOLICITATION

The expense of soliciting proxies and the cost of preparing, assembling
and mailing material in connection with the solicitation of proxies will be paid
by the Company. In addition to the use of mails, certain directors, officers or
employees of the Company and its subsidiaries, who receive no compensation for
their services other than their regular salaries, may solicit personally or by
telephone and tabulate the proxies. The Company will also request persons, firms
and corporations holding shares in their names or in the names of their
nominees, which are beneficially owed by others, to send proxy materials to and
obtain proxies from such beneficial owners. The Company will reimburse such
holders for their reasonable expenses.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC") and American Stock Exchange. Officers, directors and stockholders owning
more than 10% of the Common Stock of the Company are required by SEC regulations
to furnish the Company with copies of all reports filed pursuant to Section
16(a).

Based solely on review of copies of such reports required by Section
16(a) and filed by or on behalf of the Company's officers and directors or
written representations that no such reports were required, the Company believes
that during 1999 all of its officers and directors, and stockholders owning
greater that 10% of the Common Stock of the Company complied with all applicable
Section 16(a) filing requirements, except that Mr. Blair filed one late report
regarding one purchase transaction. In addition, Messrs. Blair, Joseph and Young
filed amended Form 3 reports in January 1999 in respect of their OP Unit
holdings at the time of the Company's initial public offering, which holdings
were fully disclosed in prior SEC filings, including last year's Proxy
Statement, but which were not disclosed in such directors' original Form 3
reports filed in February 1997.

26
<PAGE>

STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING

Any stockholder who meets the requirements of the proxy rules under the
Exchange Act may submit to the Board of Directors proposals to be considered for
submission to the stockholders at the Annual Meeting of Stockholders. Any such
proposal must comply with the requirements of Rule 14a-8 under the Exchange Act
and may be submitted in writing by notice delivered or mailed by first-class
United States mail, postage prepaid, to the Secretary of the Company, Golf Trust
of America, Inc., 14 North Adger's Wharf, Charleston, South Carolina, 29401. Any
such notice shall set forth:

1. the name and address of the stockholder and the text to be
introduced;

2. the number of shares of stock held of record, owned beneficially
and represented by proxy by such stockholder as of the date of the
notice; and

3. a representation that the stockholder intends to appear in person
or by proxy at the meeting to introduce the proposal specified in
the notice.

Such notice must be received by Monday, December 4, 2000. The chairman
of the meeting may refuse to acknowledge the introduction of any stockholder
proposal not made in compliance with the foregoing procedures.

By Order of the Board of Directors,

GOLF TRUST OF AMERICA, INC.

/s/ SCOTT D. PETERS

By: Scott D. Peters, Secretary

27
<PAGE>

[Proxy Card - Front]

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of Golf Trust of America, Inc., a Maryland
corporation, hereby acknowledges receipt of the Notice of 2000 Annual Meeting of
Stockholders and Proxy Statement and the 1999 Annual Report and hereby appoints
W. Bradley Blair, II and Scott D. Peters as proxies, each with the power to
appoint his substitute, and hereby authorizes them to represent and to vote, as
designated below, all the shares of the Common Stock of Golf Trust of America,
Inc. held of record by the undersigned on March 31, 2000 at the Annual Meeting
of Stockholders to be held May 22, 2000 and any and all adjournments or
postponements thereof.

This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted FOR each director nominee named in Proposal 1 and in accordance with
the recommendations of the Board of Directors on any other matters that may
properly come before the meeting.

[Continued and to be signed on the reverse side]

FOLD AND DETACH HERE

<PAGE>

[Proxy Card - Reverse]

Please mark
your vote as
indicated in
this example [X]

The Board of Directors recommends a vote FOR Proposal 1.

1. To elect the following directors to serve for a term of three years or, in
the case of Mr. Peters, a one year term, and until their successors are
elected and qualified:

[ ] FOR the nominees listed below (except as marked to the contrary below).

[ ] WITHHOLD AUTHORITY to vote for all nominees listed below.

Scott D. Peters, Larry D. Young, Fred W. Reams, Edward L. Wax

(INSTRUCTION: To withhold authority to vote for only one nominee, strike a
line through that nominee's name).

2. In their discretion, the proxies are authorized to vote upon matters not
known to the Board of Directors as of the date of the accompanying proxy
statement, approval of minutes of the prior annual meeting, matters
incident to the conduct of the meeting and to vote for any nominee to the
Board whose nomination results from the inability of any of the above named
nominees to serve.

In addition, the proxies are authorized, in their discretion, to vote upon
such other matters as may properly come before the Annual Meeting. The
Board of Directors recommends a vote FOR the nominees listed in Proposal 1.
This proxy, when properly executed, will be voted as specified above. IF NO
SPECIFICATION IS MADE ,THIS PROXY WILL BE VOTED FOR THE DIRECTOR NOMINEES
LISTED IN PROPOSAL 1.

PLEASE RETURN YOUR EXECUTED PROXY TO
CHASEMELLON SHAREHOLDER SERVICES
IN THE ENCLOSED SELF-ADDRESSED, POSTAGE
PRE-PAID ENVELOPE

I plan to attend the Annual Meeting of Stockholders. [ ]

Signature _________________ Signature _________________ Date ___________

(Print name(s) as it/they appear on certificates). Please print name(s)
appearing on each share certificate(s) over which you have voting authority.

FOLD AND DETACH HERE