-----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, CALMdmcFF9nNsa1jbtQ1khkHvsaYVlY5ZDq1cz04jyY/ZRBAMvw0buRW/bgcWKWw DCSosD4lVB97oWTl8nsOfw== 0000950152-97-002554.txt : 19970401 0000950152-97-002554.hdr.sgml : 19970401 ACCESSION NUMBER: 0000950152-97-002554 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970331 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOYKIN LODGING CO CENTRAL INDEX KEY: 0001015859 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 341824586 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11975 FILM NUMBER: 97571290 BUSINESS ADDRESS: STREET 1: 1500 TERMINAL TOWER STREET 2: 50 PUBLIC SQUARE CITY: CLEVELAND STATE: OH ZIP: 44113 BUSINESS PHONE: 2162416375 MAIL ADDRESS: STREET 1: 1500 TERMINAL TOWER STREET 2: 50 PUBLIC SQUARE CITY: CLEVELAND STATE: OH ZIP: 44113 FORMER COMPANY: FORMER CONFORMED NAME: BOYKIN LODGING TRUST INC DATE OF NAME CHANGE: 19960604 10-K/A 1 BOYKIN LODGING COMPANY FORM 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 1996 Commission file number 001-11975 BOYKIN LODGING COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Ohio 34-1824586 - -------------------------------------------- -------------------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) Terminal Tower, Suite 1500, 50 Public Square 44113 - -------------------------------------------- -------------------------------------------- (Address of Principal Executive Office) (Zip Code) (216) 241-6375 - -------------------------------------------------------------------------------------------------- (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF CLASS NAME OF EXCHANGE ON WHICH REGISTERED --------------------------------- ------------------------------------- Common Shares, Without Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] State the aggregate market value of the voting stock held by nonaffiliates of the Registrant: $217,669,644 computed based on the closing price of the Common Shares on March 20, 1997. The number of Common Shares, without par value, outstanding as of March 20, 1997: 9,516,251 DOCUMENTS INCORPORATED BY REFERENCE: Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 6, 1997, into Part III, Items 10, 11, 12, and 13. 2 SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED. March 28, 1997 BOYKIN LODGING COMPANY By: /s/ Robert W. Boykin -----------------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. March 28, 1997 /s/ ROBERT W. BOYKIN ----------------------------------------------- Robert W. Boykin Director, Chairman of the Board, President and Chief Executive Officer Principal Executive Officer) March 28, 1997 /s/ RAYMOND P. HEITLAND ----------------------------------------------- Raymond P. Heitland Director, Chief Financial Officer (Principal Accounting Officer) March 28, 1997 /s/ IVAN J. WINFIELD ----------------------------------------------- Ivan J. Winfield Director March 28, 1997 /s/ LEE C. HOWLEY, JR. ----------------------------------------------- Lee C. Howley, Jr. Director March 28, 1997 /s/ FRANK E. MOSIER ----------------------------------------------- Frank E. Mosier Director March 28, 1997 ----------------------------------------------- William N. Hulett III Director March 28, 1997 /s/ ALBERT T. ADAMS ----------------------------------------------- Albert T. Adams Director
23 3 EXHIBIT INDEX
SEQUENTIALLY NUMBERED EXHIBIT PAGES ------------ 3.1 Amended and Restated Articles of Incorporation * 3.2 Code of Regulations * 4.1 Specimen Share Certificate * 10.1 Limited Partnership Agreement of Boykin Hotel Properties, L.P. * 10.2 Form of Registration Rights Agreement * 10.3 Long-Term Incentive Plan * 10.4 Directors' Deferred Compensation Plan * 10.5 Employment Agreement between the Company and Robert W. Boykin * 10.6 Employment Agreement between the Company and Raymond P. Heitland * 10.7 Employment Agreement between the Company and Mark L. Bishop * 10.8 Form of Percentage Lease * 10.9 Intercompany Convertible Note * 10.10 Agreements with General Partners of the Contributed Partnerships * 10.11 Form of Noncompetition Agreement * 10.12 Alignment of Interests Agreement * 11 Statement re Computation of Per Share Earnings 21 Subsidiaries of the Registrant 27 Financial Data Schedules
- --------------- * Incorporated by reference from Amendment No. 3 to the Company's registration statement on Form S-11 (Registration No. 333-6341) (the "Form S-11") filed on October 24, 1996. Each of the above exhibits has the same exhibit number in the Form S-11. EX-21 2 EXHIBIT 21 1 Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Boykin Hotel Properties, L.P., an Ohio limited partnership, doing business under the same name. -----END PRIVACY-ENHANCED MESSAGE-----