sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)(1)
Golf Trust of America, Inc.
---------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
----------------------------
(Title of Class of Securities)
38168B103
---------
(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 23, 2006
---------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
NOTE. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. SEE Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 21 Pages)
----------------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
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CUSIP No. 38168B103 13D Page 2 of 21 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JAN H. LOEB
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 806,100
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 38,000
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
806,100
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
38,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
844,100
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 38168B103 13D Page 3 of 21 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NAUMAN S. TOOR
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 38168B103 13D Page 4 of 21 Pages
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The following constitutes Amendment No. 1 ("Amendment No. 1") to the
Schedule 13D filed by the undersigned. This Amendment No. 1 amends the Schedule
13D as specifically set forth.
Item 2 is hereby amended and restated to read as follows:
Item 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Jan H. Loeb and Nauman S. Toor. Each of
the foregoing is referred to as a "Reporting Person" and collectively as the
"Reporting Persons." Each of the Reporting Persons is party to that certain
Joint Filing and Solicitation Agreement as further described in Item 6.
Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The principal business address of Mr. Loeb is 10451 Mill Run
Circle, Owings Mills, Maryland 21117.
The principal business address of Mr. Toor is 11100 Santa Monica
Boulevard, 10th Floor, Los Angeles, California 90025.
(c) The principal occupation of Mr. Loeb is serving as a portfolio
manager for Amtrust Financial Group.
The principal occupation of Mr. Toor is serving as a Managing Director
of Jefferies & Company, Inc.
(d) No Reporting Person has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Messrs. Loeb and Toor are citizens of the United States of America.
The first paragraph of Item 3 is hereby amended and restated to read as
follows:
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock reported as beneficially owned by Mr. Loeb
were purchased with Mr. Loeb's personal funds and funds of an account for which
Mr. Loeb serves as trustee in the aggregate amount of approximately $1,192,050.
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CUSIP No. 38168B103 13D Page 5 of 21 Pages
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Item 4 is hereby amended to add the following:
On August 23, 2006, Mr. Loeb delivered a letter to the Issuer
nominating Mr. Toor and Mr. Loeb, as set forth therein, for election to the
Issuer's Board of Directors (the "Board") at the Issuer's 2006 annual meeting of
stockholders, or any other meeting of stockholders held in lieu thereof, and any
adjournments, postponements, reschedulings or continuations thereof (the "Annual
Meeting") in order to preserve the right to seek representation on the Board. A
copy of this letter is attached as an exhibit hereto and is incorporated herein
by reference. Mr. Loeb is currently in discussions with management of the Issuer
concerning Board representation and is hopeful that a mutually satisfactory
resolution on Board representation will be reached with the Issuer.
Item 5(a)-(c) is hereby amended and restated to read as follows:
(a) The aggregate percentage of shares of Common Stock
reported owned by each person named herein is based upon 7,317,163 Shares
outstanding, which is the total number of shares of Common Stock outstanding as
reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the
Securities and Exchange Commission on August 21, 2006.
As of the close of business on August 28, 2006, Mr. Loeb
beneficially owned 844,100(1) shares of Common Stock, constituting approximately
11.5% of the Common Stock outstanding.
Mr. Toor does not currently beneficially own any shares of
Common Stock of the Issuer.
(b) Mr. Loeb has sole voting and dispositive power with
respect to 806,100 Shares, and shared voting and dispositive power with respect
to 38,000 Shares.
(c) Schedule A annexed hereto lists all transactions in the
Shares by the Reporting Persons during the past sixty days. All of such
transactions were effected in the open market.
Item 6 is hereby amended to add the following:
On August 29, 2006, the Reporting Persons entered into a Joint
Filing and Solicitation Agreement in which, among other things, (a) the parties
agreed to the joint filing on behalf of each of them of statements on Schedule
13D with respect to the securities of the Issuer, (b) the parties agreed to
solicit proxies or written consents for the election of the Nominees, or any
other person(s) nominated by Mr. Loeb, to the Issuer's Board of Directors at the
Annual Meeting (the "Solicitation"), and (c) Mr. Loeb agreed to bear all
expenses incurred in connection with the Reporting Persons' activities,
including approved expenses incurred by any of the parties in connection with
the Solicitation, subject to certain limitations. A copy of the Joint Filing and
Solicitation Agreement is attached as an exhibit hereto and is incorporated
herein by reference.
---------------------
(1) Includes 18,000 shares of Common Stock held by Steinberg Family Trust, of
which Mr. Loeb is a Trustee, and 20,000 shares of Common Stock held by Mr.
Loeb's children, all of which Mr. Loeb may be deemed to beneficially own. Mr.
Loeb expressly disclaims beneficial ownership of all such shares of Common Stock
except to the extent of his pecuniary interest therein.
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CUSIP No. 38168B103 13D Page 6 of 21 Pages
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Item 7 is hereby amended to add the following exhibits:
1. Letter from Jan Loeb to Golf Trust of America, Inc., dated
August 23, 2006, nominating directors.
2. Joint Filing and Solicitation Agreement by and between Mr.
Loeb and Mr. Toor, dated August 29, 2006.
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CUSIP No. 38168B103 13D Page 7 of 21 Pages
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SIGNATURES
----------
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: August 29, 2006
/s/ Jan H. Loeb
--------------------------------
JAN H. LOEB
/s/ Nauman S. Toor
--------------------------------
NAUMAN S. TOOR
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CUSIP No. 38168B103 13D Page 8 of 21 Pages
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EXHIBIT INDEX
-------------
Exhibit Page
------- ----
1. Joint Filing and Solicitation Agreement by and between 10-12
Jan Loeb and Nauman S. Toor, dated August 29, 2006.
2. Letter from Jan Loeb to Golf Trust of America, Inc. 13-21
dated August 23, 2006, nominating directors.
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CUSIP No. 38168B103 13D Page 9 of 21 Pages
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SCHEDULE A
----------
TRANSACTIONS IN THE SHARES OF COMMON STOCK DURING THE PAST 60 DAYS
Shares of Common Stock Price Per Date of
Purchased / (Sold) Share($) Purchase / (Sale)
------------------ -------- -----------------
JAN LOEB
--------
5,500 0.5000 8/24/06
NAUMAN S. TOOR
--------------
NONE
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CUSIP No. 38168B103 13D Page 10 of 21 Pages
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JOINT FILING AND SOLICITATION AGREEMENT
WHEREAS, certain of the undersigned are shareholders, direct or
beneficial, of Golf Trust of America, Inc., a Maryland corporation ("GTA");
WHEREAS, Jan Loeb and Nauman S. Toor wish to form a group for the
purpose of voting in favor of and soliciting proxies or written consents in
favor of the election of Mr. Loeb and Mr. Toor, or any other person(s) nominated
by Mr. Loeb (the "Nominees"), as directors of GTA at the 2006 annual meeting of
shareholders of GTA, or any other meeting of shareholders held in lieu thereof,
and any adjournments, postponements, reschedulings or continuations thereof (the
"Annual Meeting") and taking all other action necessary to achieve the
foregoing;
NOW, IT IS AGREED, this 29th day of August 2006 by the parties hereto:
1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities
Exchange Act of 1934, as amended, each of the undersigned
(collectively, the "Group") agrees to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the
securities of GTA to the extent required under applicable
securities laws. Each member of the Group shall be responsible for
the accuracy and completeness of his/its own disclosure therein.
2. So long as this Agreement is in effect, each of the undersigned
shall provide written notice to Olshan Grundman Frome Rosenzweig &
Wolosky LLP ("Olshan") of (i) any of their purchases or sales of
securities of GTA or (ii) any securities of GTA over which they
acquire or dispose of beneficial ownership. Notice shall be given
no later than 24 hours after each such transaction.
3. Each of the undersigned agrees to form the Group for the purpose
of voting in favor of and soliciting proxies or written consents
in favor of the election of the Nominees at the Annual Meeting and
taking all other action necessary to achieve the foregoing.
4. Jan Loeb agrees to bear all expenses incurred in connection with
the Group's activities, including expenses incurred by any of the
parties in a solicitation of proxies or written consents by the
members of the Group in connection with the Annual Meeting.
Notwithstanding the foregoing, Mr. Loeb shall not be required to
reimburse Mr. Toor for (i) out-of-pocket expenses incurred by Mr.
Toor in the aggregate in excess of $250 without Mr. Loeb's prior
written approval; (ii) the value of the time of any party; (iii)
legal fees incurred without Mr. Loeb's prior written approval; or
(iv) the costs of any counsel, other than Olshan, employed in
connection with any pending or threatened litigation without Mr.
Loeb's prior written approval.
5. The relationship of the parties hereto shall be limited to
carrying on the business of the Group in accordance with the terms
of this Agreement. Such relationship shall be construed and deemed
to be for the sole and limited purpose of carrying on such
business as described herein. Nothing herein shall be construed to
authorize any party to act as an agent for any other party, or to
create a joint venture or partnership, or to constitute an
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CUSIP No. 38168B103 13D Page 11 of 21 Pages
---------------------- ----------------------
indemnification. Nothing herein shall restrict any party's right
to purchase or sell securities of GTA, as he/it deems appropriate,
in his/its sole discretion, provided that all such sales are made
in compliance with all applicable securities laws.
6. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which, taken together,
shall constitute but one and the same instrument, which may be
sufficiently evidenced by one counterpart.
7. In the event of any dispute arising out of the provisions of this
Agreement, the parties hereto consent and submit to the exclusive
jurisdiction of the Federal and State Courts in the State of New
York.
8. Any party hereto may terminate his/its obligations under this
Agreement at any time on 24 hours written notice to all other
parties, with a copy by fax to Steven Wolosky at Olshan, Fax No.
(212) 451-2222.
9. Each party acknowledges that Olshan shall act as counsel for both
the Group and Mr. Loeb.
[Signature page follows]
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CUSIP No. 38168B103 13D Page 12 of 21 Pages
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
/s/ Jan Loeb
------------------------
JAN LOEB
/s/ Nauman S. Toor
------------------------
NAUMAN S. TOOR
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CUSIP No. 38168B103 13D Page 13 of 21 Pages
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JAN H. LOEB
10451 MILL RUN CIRCLE
OWINGS MILLS, MD 21117
August 23, 2006
VIA PERSONAL DELIVERY
Golf Trust of America, Inc.
10 North Adger's Wharf
Charleston, SC 29401
Attn: Corporate Secretary
Re: NOTICE OF INTENTION TO NOMINATE INDIVIDUALS FOR ELECTION AS
DIRECTORS AT THE 2006 ANNUAL MEETING OF STOCKHOLDERS OF GOLF
TRUST OF AMERICA, INC.
Dear Sir:
This letter shall serve to satisfy the advance notice requirements of
Article III, Section 2(e) of the Fifth Amended and Restated Bylaws (the
"Bylaws") of Golf Trust of America, Inc. ("GTA") as to the nomination by Jan H.
Loeb of two (2) nominees for election to the Board of Directors of GTA (the "GTA
Board") at the 2006 annual meeting of stockholders of GTA scheduled to be held
on November 17, 2006, or any other meeting of stockholders held in lieu thereof,
and any adjournments, postponements, reschedulings or continuations thereof (the
"Annual Meeting").
This letter and the Exhibits attached hereto are collectively referred
to as the "Notice." Mr. Loeb is the beneficial owner of 838,600 shares of common
stock (the "Common Stock"), of GTA, 1,000 shares of which are held of record by
Mr. Loeb. Through this Notice, Mr. Loeb hereby nominates and notifies you of his
intent to nominate Jan Loeb and Nauman S. Toor as nominees (the "Nominees") to
be elected to the GTA Board at the Annual Meeting. Mr. Loeb believes that the
terms of two (2) directors currently serving on the GTA Board expire at the
Annual Meeting. To the extent there are in excess of two (2) vacancies on the
GTA Board to be filled by election at the Annual Meeting or GTA increases the
size of the GTA Board above its existing size, Mr. Loeb reserves the right to
nominate additional nominees to be elected to the GTA Board at the Annual
Meeting. Additional nominations made pursuant to the preceding sentence are
without prejudice to the position of Mr. Loeb that any attempt to increase the
size of the current GTA Board or to reconstitute or reconfigure the classes on
which the current directors serve constitutes an unlawful manipulation of GTA's
corporate machinery. If this Notice shall be deemed for any reason by a court of
competent jurisdiction to be ineffective with respect to the nomination of any
of the Nominees at the Annual Meeting, or if any individual Nominee shall be
unable to serve for any reason, this Notice shall continue to be effective with
respect to the remaining Nominee(s) and as to any replacement Nominee(s)
selected by Mr. Loeb.
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CUSIP No. 38168B103 13D Page 14 of 21 Pages
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The information concerning Mr. Loeb and the Nominees required by
Article III, Section 2(e) of the GTA Bylaws is set forth below:
(i) NAME AND ADDRESS OF THE STOCKHOLDER GIVING THE NOTICE, AS
BELIEVED TO APPEAR ON GTA'S BOOKS:
Name Address
---- -------
JAN H. LOEB 10451 MILL RUN CIRCLE
OWINGS MILLS, MD 21117
(ii) CLASS AND NUMBER OF SHARES OF GTA THAT ARE OWNED BENEFICIALLY AND
OF RECORD BY THE STOCKHOLDER GIVING THE NOTICE:
Name Beneficial Ownership Shares of Record
---- -------------------- ----------------
Jan H. Loeb 838,600 shares of 1,000 shares of Common
Common Stock(1) Stock
(iii) INFORMATION RELATING TO THE NOMINEES THAT IS REQUIRED TO BE
DISCLOSED IN SOLICITATIONS OF PROXIES FOR ELECTION OF THE
NOMINEES AS DIRECTORS PURSUANT TO REGULATION 14A UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED:
JAN H. LOEB (AGE 47) currently serves as a portfolio manager for
Amtrust Financial Group. In 2004, Mr. Loeb was a portfolio
manager for Chesapeake Partners. From 2001 through 2003, he was a
Managing Director of Jefferies & Company, Inc., a New York based
investment firm. From 1994 to 2001 Mr. Loeb was a Managing
Director of Dresdner Kleinwort Wasserstein, Inc. (formerly known
as Wasserstein Perella & Co., Inc.), a New York based investment
banking firm. He has served as a director of American Pacific
Corporation, a chemical and aerospace company, since January
1997. The business address of Mr. Loeb is 10451 Mill Run Circle,
Owings Mills, Maryland 21117. Mr. Loeb beneficially owns 800,600
shares of Common Stock. See Exhibit B for all transactions in
securities of GTA by Mr. Loeb during the past 2 years.
NAUMAN S. TOOR (AGE 37) has served as a Managing Director of
Jefferies & Company, Inc., a New York based investment firm,
since April 2001. The business address of Mr. Toor is 11100 Santa
Monica Boulevard, 10th Floor, Los Angeles, California 90025. Mr.
Toor does not beneficially own, and has not purchased or sold
during the past two years, any securities of GTA.
--------------
(1) Includes 18,000 shares of Common Stock held by Steinberg Family Trust, of
which Mr. Loeb is a Trustee, and 20,000 shares of Common Stock held by Mr.
Loeb's children, all of which Mr. Loeb may be deemed to beneficially own. Mr.
Loeb expressly disclaims beneficial ownership of all such shares of Common Stock
except to the extent of his pecuniary interest therein.
---------------------- ----------------------
CUSIP No. 38168B103 13D Page 15 of 21 Pages
---------------------- ----------------------
Mr. Loeb and Mr. Toor have agreed, among other things, as
follows: (a) the parties agree to the joint filing on behalf of
each of them of statements on Schedule 13D with respect to the
securities of GTA, (b) the parties agree to solicit proxies or
written consents for the election of the Nominees, or any other
person(s) nominated by Mr. Loeb to the GTA Board and to approve
the business proposal submitted by Mr. Loeb at the Annual Meeting
(the "Solicitation"), and (c) Mr. Loeb shall bear all expenses
incurred in connection with the parties' activities, including
approved expenses incurred by any of the parties in connection
with the Solicitation, subject to certain limitations.
Other than as stated herein, there are no arrangements or
understandings between Mr. Loeb and the other Nominee or any
other person or persons pursuant to which the nominations
described herein are to be made, other than the consents by the
Nominees to being named in Mr. Loeb's proxy statement as nominees
and to serve as directors of GTA if elected as such at the Annual
Meeting, attached hereto as Exhibit A.
Except as set forth in this Notice (including the Exhibit
hereto), (i) during the past 10 years, no Nominee has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors); (ii) no Nominee directly or indirectly
beneficially owns any securities of GTA; (iii) no Nominee owns
any securities of GTA which are owned of record but not
beneficially; (iv) no Nominee has purchased or sold any
securities of GTA during the past two years; (v) no part of the
purchase price or market value of the securities of GTA owned by
any Nominee is represented by funds borrowed or otherwise
obtained for the purpose of acquiring or holding such securities;
(vi) no Nominee is, or within the past year was, a party to any
contract, arrangements or understandings with any person with
respect to any securities of GTA, including, but not limited to,
joint ventures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profit, division of
losses or profits, or the giving or withholding of proxies; (vii)
no associate of any Nominee owns beneficially, directly or
indirectly, any securities of GTA; (viii) no Nominee owns
beneficially, directly or indirectly, any securities of any
parent or subsidiary of GTA; (ix) no Nominee or any of his
associates was a party to any transaction, or series of similar
transactions, since the beginning of GTA's last fiscal year, or
is a party to any currently proposed transaction, or series of
similar transactions, to which GTA or any of its subsidiaries was
or is to be a party, in which the amount involved exceeds
$60,000; and (x) no Nominee or any of his associates has any
arrangement or understanding with any person with respect to any
future employment by GTA or its affiliates, or with respect to
any future transactions to which GTA or any of its affiliates
will or may be a party.
Mr. Loeb intends to appear in person or by proxy at the Annual
Meeting to nominate the persons specified in this Notice for
election to the GTA Board.
Each of the Nominees has consented to be named as a nominee in
this Notice, to be named as a nominee in any proxy statement
--------------------- ----------------------
CUSIP No. 38168B103 13D Page 16 of 21 Pages
---------------------- ----------------------
filed by Mr. Loeb in connection with the solicitation of proxies
and to serve as a director of GTA, if so elected. Such consents
are attached hereto as Exhibit A.
(iv) OTHER BUSINESS THAT MR. LOEB PROPOSES TO BRING BEFORE THE ANNUAL
MEETING, A BRIEF DESCRIPTION OF THE BUSINESS DESIRED TO BE
BROUGHT BEFORE THE ANNUAL MEETING, THE REASONS FOR CONDUCTING
SUCH BUSINESS AT THE ANNUAL MEETING AND ANY MATERIAL INTEREST IN
SUCH BUSINESS OF MR. LOEB.
Mr. Loeb hereby submits a proposal for consideration at the
Annual Meeting for the GTA Board to take all steps necessary to
amend GTA's Articles of Amendment and Restatement and the Bylaws
to declassify the GTA Board and to require that all directors
stand for election annually.
THE TEXT OF THE PROPOSAL IS AS FOLLOWS:
"For the Board of Directors of Golf Trust of America, Inc. to
take all actions necessary to declassify the Board of Directors,
including but not limited to approving all required amendments to
the Articles of Amendment and Restatement and the Fifth Amended
and Restated Bylaws to declassify the Board of Directors and
submitting such proposed amendments to the Articles of Amendment
and Restatement and the Fifth Amended and Restated Bylaws to a
stockholder vote at the 2006 Annual Meeting to the extent
required."
Mr. Loeb believes that a classified board has served to entrench
the GTA Board and has reduced the accountability of directors to
stockholders because classified boards limit the ability of
stockholders to evaluate and elect all directors on an annual
basis. Mr. Loeb believes that such annual accountability would
serve to keep directors closely focused on maximizing stockholder
value. Mr. Loeb does not have a material interest in such
business proposal.
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CUSIP No. 38168B103 13D Page 17 of 21 Pages
---------------------- ----------------------
Please address any correspondence to Jan Loeb, telephone (410)
654-3315, facsimile (410) 654-3316 (with a copy to my counsel, Olshan
Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East
55th Street, New York, New York 10022, Attention: Steven Wolosky,
Esq., telephone (212) 451-2333, facsimile (212) 451-2222). The giving
of this Notice is not an admission that any procedures for notice
concerning the nomination of directors of GTA are legal, valid or
binding, and Mr. Loeb reserves the right to challenge their validity.
Very truly yours,
/s/ Jan H. Loeb
------------------------------------
JAN H. LOEB
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CUSIP No. 38168B103 13D Page 18 of 21 Pages
---------------------- ----------------------
EXHIBIT A
NOMINEE CONSENTS
---------------------- ----------------------
CUSIP No. 38168B103 13D Page 19 of 21 Pages
---------------------- ----------------------
JAN H. LOEB
10451 Mill Run Circle
Owings Mills, MD 21117
August 23, 2006
Golf Trust of America, Inc.
10 North Adger's Wharf
Charleston, SC 29401
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being
named as a nominee in the notice that Jan H. Loeb is providing to Golf Trust of
America, Inc. ("GTA") with respect to his nomination of directors at the 2006
annual meeting of stockholders, or any other meeting of stockholders held in
lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Annual Meeting"), (ii) being named as a nominee in
any proxy statement that Mr. Loeb files in connection with the solicitation of
proxies or written consents for election of the undersigned at the Annual
Meeting, and (iii) serving as a director of GTA if elected at the Annual
Meeting.
Very truly yours,
/s/ Jan H. Loeb
Jan H. Loeb
---------------------- ----------------------
CUSIP No. 38168B103 13D Page 20 of 21 Pages
---------------------- ----------------------
NAUMAN S. TOOR
11100 Santa Monica Boulevard, 10th Floor
Los Angeles, California 90025
August 23, 2006
Golf Trust of America, Inc.
10 North Adger's Wharf
Charleston, SC 29401
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being
named as a nominee in the notice provided by Jan Loeb ("Mr. Loeb") of his
intention to nominate the undersigned as a director of Golf Trust of America,
Inc. ("GTA") at the 2006 annual meeting of stockholders, or any other meeting of
stockholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named
as a nominee in any proxy statement filed by Mr. Loeb in connection with the
solicitation of proxies or written consents for election of the undersigned at
the Annual Meeting, and (iii) serving as a director of GTA if elected at the
Annual Meeting.
Very truly yours,
/s/ Nauman S. Toor
Nauman S. Toor
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CUSIP No. 38168B103 13D Page 21 of 21 Pages
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EXHIBIT B
TRANSACTIONS IN THE COMMON STOCK OF GTA DURING THE PAST TWO YEARS
Transaction Quantity Date Price ($)
----------- -------- ---- ---------
JAN LOEB
Buy 9,700 02/14/06 1.3500
Buy 2,700 04/24/06 1.2000
JAN LOEB IRA
Buy 6,400 08/25/05 1.6000
Buy 10,000 08/30/05 1.5970
Buy 3,000 08/31/05 1.6000
Buy 5,000 09/01/05 1.5500
Buy 35,000 09/02/05 1.5500
Buy 25,000 09/08/05 1.4700
Buy 20,000 09/09/05 1.4500
Buy 5,000 09/14/05 1.4000
Buy 1,000 09/15/05 1.4000
Buy 2,500 10/28/05 1.5000
Buy 47,500 11/28/05 1.3170
Buy 55,300 02/15/06 1.2680
Buy 23,000 04/20/06 1.2000
Buy 700 04/21/06 1.2000
Buy 3,600 04/24/06 1.2000