-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FI12r2HGH0JmvAVqv2QDuQlLKLnnu01dZWKO3W2jsMkbYSk1quB0KFFgCoV5Vk0E Ibd3C9mC9L9IdsnGF5N3mw== 0001140361-07-013156.txt : 20070629 0001140361-07-013156.hdr.sgml : 20070629 20070629162027 ACCESSION NUMBER: 0001140361-07-013156 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070629 DATE AS OF CHANGE: 20070629 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLF TRUST OF AMERICA INC CENTRAL INDEX KEY: 0001024126 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 330724736 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50927 FILM NUMBER: 07951170 BUSINESS ADDRESS: STREET 1: 14 NORTH ADGER'S WHARF CITY: CHARLESTON STATE: SC ZIP: 29401 BUSINESS PHONE: 7147234653 MAIL ADDRESS: STREET 1: 14 NORTH ADGER'S WHARF CITY: CHARLESTON STATE: SC ZIP: 29401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Odyssey Value Advisors, LLC CENTRAL INDEX KEY: 0001403584 IRS NUMBER: 562058405 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 601 MONTGOMERY, SUITE 1112 CITY: SAN FRNACISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-982-2123 MAIL ADDRESS: STREET 1: 601 MONTGOMERY, SUITE 1112 CITY: SAN FRNACISCO STATE: CA ZIP: 94111 SC 13D 1 doc1.htm Schedule 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.    )*



Golf Trust Of America
(Name of Issuer)

Common stock
(Title of Class of Securities)

38168B103
(CUSIP Number)


Mark Didovic
Odyssey Value Advisors, LLC
601 Montgomery Street
San Francisco, CA 94111
415-982-2123
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 29, 2007
(Date of Event which Requires Filling 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 ·· 240.13d-1(e), 240.13d-1 (f) or 240.13d-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 · 240.13d-7 for other parties to whom copies are to be sent.

 

* 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 ("Act") 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).



 



SCHEDULE 13D
CUSIP No. 38168B103
  1. Names of Reporting Persons.
Odyssey Value Advisors, LLC
I.R.S. Identification No. 56-2058405
  2. Check the Appropriate Box if a Member of a Group*
(a.)  (    )       (b.)  (    )
  3. SEC USE ONLY
  4. Source of Funds*
SC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e)  (    )
  6. Citizenship or Place of Organization
USA
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With		 7. Sole Voting Power
556,500
8. Shared Voting Power
9. Sole Dispositive Power
556,500
10. Shared Dispositive Power
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
556,500
  12. Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares
(See Instructions)   (    )
  13. Percent of Class Represented by Amount in Row (11)
7.60%
  14. Type of Reporting Person
PN


2



Item 1. Security and Issuer

         Golf Trust of America, INC
10 North Adger's Wharf
Charleston, SC 29401


Item 2. Identity and Background.


(a)

Name:  William Vlahos, General Partner

Odyssey Value Advisors, LLC


(b)

Residence or business address:  601 Montgomery Street, Suite 1112
San Francisco, CA 94111


(c)

Present Principal Occupation or Employment:  See above


(d)

Criminal Conviction:  No


(e)

Court or Administrative Proceedings:  No


(f)

 Citizenship:  USA


Item 3. Source and Amount of Funds or Other Consideration:

         556,500 Shares of common stock were purchased by Odyssey Value Advisors, LLC for the benefit for the Odyssey Value Partners, LP fund for the total of $990,570.


Item 4. Purpose of Transaction

         We believe the proposed sale of the Innisbrook Resort is not in the best interest of the shareholders and we urge management to explore alternatives which would enable shareholder value to be unlocked. We feel that this sale is the culmination of six years of management receiving usurious compensation while shareholder value has been unnecessarily destroyed.

The Innisbrook is a very special property of over 900 acres which enjoys unique zoning that would be very difficult to replicate. The replacement value of the property would clearly be multiples of the current carrying value. In the most recent 10-k filing the company stated, & #147;We believe the resort is currently positioned to gain back market share that it lost over the last six years.& #148; Only six years ago the property generated $12mm of EBITDA. Mr. Blair was the CEO of the company when it held a $78mm mortgage on the Innisbrook property, but now is willing to sell it for only $35mm. This property is being sold as a distressed property, which it clearly is not. An example of the strength of the market for such properties is Morgan Stanley& #146;s recent purchase of Doral Golf Resort and Spa in Florida.

Since the plan for liquidation was initiated, according to public documents Mr. Blair has received over $8,500,000 in salaries/loans/forgiveness/& #148;bonuses& #148; including over $1.6mm in additional & #147;milestone payments& #148; currently due him. Mr. Peters has received nearly $3mm in compensation over the same time period. While management has been usuriously enriching themselves, shareholders have suffered greatly. During the same time period the stock has fallen over 80% while management has paid themselves over 40% of the current market cap. Among the compensation received, was the forgiveness of debts totaling nearly $3mm at the time and new loans of $1.6mm. This was later & #147;repaid& #148; with the stock valued at $8, despite the fact that the stock was only trading at $2.25 at the time. Because of the small amount of shares outstanding even $1mm that is not used / allocated productively is a disservice to the shareholders

Historically these & #147;milestone& #148; payments, along with the other lines of management compensation have been established so that management benefits, regardless of how the company performs or how much value is created for shareholders. The Board of Directors are equally culpable for & #147;rubber stamping& #148; these activities with no regard for their fiduciary responsibilities. Clearly, this needs to now change, as shareholders have been presented with a transaction which we feel is woefully inadequate. We can& #146;t understand why Mr. Blair is now entitled to an additional reward of $1.6mm for doing nothing but destroying shareholder value; now culminating in a fire sale of a valuable asset which does nothing for shareholders except trigger a final payment to Mr. Blair. Since Mr. Blair owns less than .5% of the common stock, his interests are not aligned with the shareholders he is supposed to be working on the behalf of. But Mr. Blair still has a fiduciary responsibility to shareholders.

We fully expect management to provide shareholders with a more attractive alternative than the one proposed, including either a more economically viable sale or a possible strategic partnership.

We suspect that most shareholders will agree with our sentiments and we call upon them to voice their concerns as well directly to management.




3

(a)

The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;

The reporting person may acquire further shares depending on market conditions and price.


(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;

See above paragraphs.


(c)

A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;

See above paragraphs.


(d)

Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

We are currently examining our alternatives.


(e)

Any material change in the present capitalization or dividend policy of the issuer;

Not presently.


(f)

Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

Not applicable.


(g)

Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

Not presently.


(h)

Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

No


(i)

A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

No


(j)

Any action similar to any of those enumerated above.

No



Item 5. Interest in Securities of the Issuer.


(a)

The reporting entity owns 556,500 shares of common stock for $990,570.


(b)

556,500 voting shares.


(c)

Not applicable.


 

Transaction
Date

Shares or Units
Purchased (Sold)

Price per
Share or Unit

 

 

06/2007

195,100

  

$2.43

  

 

 

 


(d)

Not applicable.


(e)

Not applicable.


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.


         None.



4


Item 7. Material to be Filed as Exhibits.


         None.


Signature

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Date:   June 29, 2007
  William Vlahos
  By: /s/ William Vlahos
      William Vlahos
  Title:    Managing Partner 
 


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