UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GOLF TRUST OF AMERICA, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
38168B103
(CUSIP Number)
December 31, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 38168B103 Page 2 of 9
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|1 |NAME OF REPORTING PERSON |
| | |
| | Amajac Capital Management LLC |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
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|2 |CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] |
| | (b) [ ] |
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|3 |SEC USE ONLY |
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|4 |CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Delaware |
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| | 5 |SOLE VOTING POWER |
| | | |
| NUMBER OF | | -0- |
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| SHARES | 6 |SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY | | 85,487 shares |
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| EACH | 7 |SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON | | -0- |
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| WITH | 8 |SHARED DISPOSITIVE POWER |
| | | |
| | | 85,487 shares |
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|9 |AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 85,487 shares |
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|10|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES* [ ] |
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|11|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | |
| | 1.2 % |
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|12|TYPE OF REPORTING PERSON* |
| | IA |
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CUSIP No. 38168B103 Page 3 of 9
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|1 |NAME OF REPORTING PERSON |
| | |
| | Jeffrey W. Priest |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
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|2 |CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] |
| | (b) [ ] |
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|3 |SEC USE ONLY |
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|4 |CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | United States |
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| | 5 |SOLE VOTING POWER |
| | | |
| NUMBER OF | | -0- |
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| SHARES | 6 |SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY | | 85,487 shares |
---------------------------------------------------
| EACH | 7 |SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON | | -0- |
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| WITH | 8 |SHARED DISPOSITIVE POWER |
| | | |
| | | 85,487 shares |
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|9 |AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 85,487 shares |
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|10|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES* [ ] |
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|11|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | |
| | 1.2 % |
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|12|TYPE OF REPORTING PERSON* |
| | IN |
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Item 1(a). Name of Issuer:
Golf Trust of America, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
10 North Adger's Wharf Charleston, SC 29401
Item 2(a). Name of Person Filing:
This Schedule is being jointly filed by:
(i) Amajac Capital Management LLC, a Delaware
limited liability company, with respect to the
shares held by each of Blackmore Partners LP,
Blackmore Wallace Partners LP, Blackmore
Offshore Fund, Ltd. and certain managed
accounts for which Amajac Capital Management
LLC is the investment adviser.
(ii) Jeffrey W. Priest, the Managing Member of
Amajac Capital Management LLC, with respect to
the shares held by each of Blackmore Partners
LP, Blackmore Wallace Partners LP, Blackmore
Offshore Fund, Ltd. and with respect to
certain managed accounts and certain managed
accounts for which Amajac Capital Management
LLC is the investment adviser.
Item 2(b). Address of Principal Business Office or, if None,
Residence:
2 High Ridge Park
Suite 309
Stamford, CT 06905
Item 2(c). Citizenship:
(i) Amajac Capital Management LLC is a Delaware
limited liability company.
(ii) Mr. Priest is a United States citizen.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2(e). CUSIP Number: 38168B103
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under
section 15 of the Act,
(b) [ ] Bank as defined in section 3(a)(6) of
the Act,
(c) [ ] Insurance Company as defined in section
3(a)(19) of the Act,
(d) [ ] Investment Company registered under
Section 8 of the Investment Company Act of
1940,
(e) [X] An investment adviser in accordance with
ss. 240.13d-1(b)(1)(ii)(E),
(f) [ ] An employee benefit plan or endowment
fund in accordance with ss. 240.13d-
1(b)(1)(ii)(F),
(g) [ ] A parent holding company or control
person in accordance with ss. 240.13d-
1(b)(1)(ii)(G),
(h) [ ] A savings association as defined in
Section 3(b) of the Federal Deposit
Insurance Act,
(i) [ ] A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company
Act of 1940,
(j) [ ] A group, in accordance with ss. 13d-
1(b)(1)(ii)(J).
Item 4. Ownership.
Amajac Capital Management LLC:
(a) Amount beneficially owned: 85,487 shares
(b) Percent of class: 1.2 %
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
None
(ii) Shared power to vote or to direct the vote:
85,487 shares
(iii)Sole power to dispose or to direct the
disposition of: None
(iv) Shared power to dispose or to direct the
disposition of: 85,487 shares
Jeffrey W. Priest:
(a) Amount beneficially owned: 85,487 shares
(b) Percent of class: 1.2 %
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
None
(ii) Shared power to vote or to direct the vote:
85,487 shares
(iii)Sole power to dispose or to direct the
disposition of: None
(iv) Shared power to dispose or to direct the
disposition of: 85,487 shares
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [X].
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I (we) certify that, to the best
of my (our) knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of my (our)
knowledge and belief, I (we) certify that the information
set forth in this statement is true, complete and correct.
Dated: February 10, 2006
Amajac Capital Management LLC
/s/ Jeffrey W. Priest
By: Jeffrey W. Priest
Title: Managing Member
/s/ Jeffrey W. Priest
Jeffrey W. Priest, an individual
Joint Filing Agreement
Amajac Capital Management LLC, a Delaware limited liability
company, and Jeffrey W. Priest, an individual, hereby agree
to file jointly the statement on Schedule 13G to which this
Agreement is attached and any amendments thereto which may
be deemed necessary, pursuant to Regulation 13D-G under the
Securities Exchange Act of 1934.
It is understood and agreed that each of the parties hereto
is responsible for the timely filing of such statement and
any amendments thereto, and for the completeness and
accuracy of the information concerning such party contained
therein, but such party is not responsible for the
completeness and accuracy of information concerning any
other party unless such party knows or has reason to believe
such information is inaccurate.
It is understood and agreed that a copy of this Agreement
shall be attached as an exhibit to the statement on Schedule
13G, and any amendments thereto, filed on behalf of each of
the parties hereto.
Dated: February 10, 2006
Amajac Capital Management LLC
/s/ Jeffrey W. Priest
By: Jeffrey W. Priest
Title: Managing Member
/s/ Jeffrey W. Priest
Jeffrey W. Priest, an individual