-----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, RpyK//9FssZYJmt7nl2Wyz8RuR2uqya+JEMeqarHJYCG7dAsETJhKk+kT2sk1Hbc fOi1p005qutPo1bcDrLKjA== 0000950152-97-007541.txt : 19971103 0000950152-97-007541.hdr.sgml : 19971103 ACCESSION NUMBER: 0000950152-97-007541 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971031 EFFECTIVENESS DATE: 19971031 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: S-8 SEC ACT: SEC FILE NUMBER: 333-39259 FILM NUMBER: 97706013 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 S-8 1 BOYKIN LODGING COMPANY S-8 1 As filed with the Securities and Exchange Commission on October 31, 1997 Registration No. 333- ================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 --------------- BOYKIN LODGING COMPANY (Exact Name of Registrant as Specified in Its Charter) Ohio 34-824586 (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation or Organization) Terminal Tower, Suite 1500, 50 Public Square, Cleveland, Ohio 44113-2258 (Address of Principal Executive Offices) (Zip Code) --------------- BOYKIN LODGING COMPANY LONG-TERM INCENTIVE PLAN AND DIRECTORS' OPTION PLANS (Full Title of the Plan) --------------- ROBERT W. BOYKIN Terminal Tower, Suite 1500 50 Public Square Cleveland, Ohio 44113-2258 (Name and Address of Agent for Service) (216) 241-6375 (Telephone Number, Including Area Code, of Agent for Service) --------------- CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of securities to to be maximum offering maximum aggregate registration be registered registered price per share offering price fee - ------------------------------------------------------------------------------------------------------------------------------------ Common Shares, without par value 1,030,000(1) $26.62(2) $24,206,025 $7,335 ====================================================================================================================================
(1) 1,000,000 shares are registered pursuant to the Boykin Lodging Company Long-Term Incentive Plan and 30,000 shares are registered pursuant to the Directors' Option Plans. Also includes an indeterminable number of additional shares that may become issuable pursuant to the anti-dilution provisions of the Plans. (2) Estimated in accordance with Rule 457 solely for the purpose of determining the registration fee. The fee with respect to 505,000 shares is based on $26.62, the average of the high and low sale prices on October 27, 1997, of the registrant's Common Shares as reported on the New York Stock Exchange. The fee with respect to the remaining (i) 425,000 shares (options for which were granted on November 4, 1996 in connection with the registrant's initial public offering) was computed on the basis of the exercise price of $20.00 per share; (ii) 75,000 shares (an option for which was granted on May 20, 1997) was computed on the basis of the exercise price of $22.31 per share; (iii) 20,000 shares (an option for which was granted on July 30, 1997) was computed on the basis of the exercise price of $23.28 per share; and (iv) 5,000 shares (an option for which was granted on August 12, 1997) was computed on the basis of the exercise price of $24.31 per share. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The Common Shares registered by Boykin Lodging Company (the "Registrant") pursuant to this Registration Statement will be issued under the Registrant's Boykin Lodging Company Long-Term Incentive Plan and Directors' Option Plans (collectively, the "Plans"). Item 3. Incorporation of Documents by Reference. The documents listed in (a) through (d) below are incorporated by reference in to this Registration Statement. All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") subsequent to the date of the filing of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities registered hereunder have been sold, or that de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part hereof from the date of the filing of such documents. (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1996, including the Form 10-Qs for the quarters ended March 31, 1997 and June 30, 1997 and Current Reports on Form 8-K dated March 6, 1997 (as amended by the Current Reports on Form 8-K/A filed with the Securities and Exchange Commission (the "Commission") on June 2, 1997, June 17, 1997 and June 19, 1997) and April 4, 1997; (c) The information contained in the Registrant's Proxy Statement dated April 4, 1997, for its Annual Meeting of Shareholders held on May 6, 1997, that has been incorporated by reference in the 1996 Form 10-K and was filed with the Commission on Schedule 14A on April 4, 1997; and (d) The description of the Registrant's Common Shares contained in the Form 8-A/A Registration Statement filed with the Commission on October 23, 1996 under the Exchange Act, including any amendment or report filed for the purpose of updating such description. Item 5. Interests of Named Experts and Counsel. The legality of the Common Shares offered hereby has been passed upon for the Registrant by Baker & Hostetler LLP, Cleveland, Ohio. Albert T. Adams, a director of the Registrant, is a partner in Baker & Hostetler LLP. Item 6. Indemnification of Directors and Officers. The Ohio Revised Code (the "Ohio Code") authorizes Ohio corporations to indemnify officers and directors from liability if the officer or director acted in good faith and in a manner reasonably believed by the officer or director to be in or not opposed to the best interests of the corporation, and with respect to any criminal actions, if the officer or director had no reason to believe his action was unlawful. In the case of an action by or on behalf of a corporation, indemnification may not be made (i) if the person seeking indemnification is adjudged liable for negligence or misconduct, unless the court in which such action was brought determines such person is fairly and reasonably entitled to indemnification or (ii) if liability asserted against such person concerns certain unlawful distributions. The indemnification provisions of the Ohio Code require indemnification if a director or officer has been successful on the merits or otherwise in defense of any II-1 3 action, suit or proceeding that he was a party to by reason of the fact that he is or was a director or officer of the corporation. The indemnification authorized under Ohio law is not exclusive and is in addition to any other rights granted to officers and directors under the articles of incorporation or code of regulations of the corporation or any agreement between officers and directors and the corporation. A corporation may purchase and maintain insurance or furnish similar protection on behalf of any officer or director against any liability asserted against him and incurred by him in his capacity, or arising out of the status, as an officer or director, whether or not the corporation would have the power to indemnify him against such liability under the Ohio Code. The Registrant's Code of Regulations provides for the indemnification of directors and officers of the Registrant to the maximum extent permitted by Ohio law, as authorized by the Board of Directors of the Registrant, for the advancement of expenses incurred in connection with the defense of any action, suit or proceeding that he was a party to by reason of the fact that he is or was an officer or director of the Registrant upon the receipt of an undertaking to repay such amount unless it is ultimately determined that the officer or director is entitled to indemnification. The Registrant has obtained an insurance policy which will insure the officers and directors of the Registrant from any claim arising out of an alleged wrongful act by such persons in their respective capacities as officers and directors of the Registrant. II-2 4 Item 8. Exhibits. Exhibit Number Description of Exhibit - -------------- ---------------------- 3.1 Amended and Restated Articles of Incorporation of Boykin Lodging Company(1) 3.2 Code of Regulations of Boykin Lodging Company(1) 4.1 Boykin Lodging Company Long-Term Incentive Plan(1) 4.2 Form of Directors' Option Plan 5 Opinion of Baker & Hostetler LLP as to legality of the Common Shares being registered 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Baker & Hostetler LLP (included in Opinion filed as Exhibit 5 hereto) 24 Powers of Attorney (included at page II-5) (1) Incorporated by reference from Amendment No. 3 to the Registrant's registration statement on Form S-11 (the Form S-11) (Registration No. 333-6341) filed on October 24, 1996. These exhibits have the same exhibit number in the Form S-11. Item 9. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended (the "Securities Act"), each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 5 Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 above or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy, as expressed in the Securities Act, and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy, as expressed in the Securities Act, and will be governed by the final adjudication of such issue. II-4 6 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on this 31st day of October, 1997. BOYKIN LODGING COMPANY /s/ Robert W. Boykin By ----------------------------------------- Robert W. Boykin, Chairman, President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert W. Boykin, Raymond P. Heitland and Albert T. Adams, or any one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all post-effective amendments to this Registration Statement, and to file the same with all exhibits hereto, and other documents in connection herewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on October 31, 1997, by the following persons in the capacities indicated below. Signature Title --------- ----- /s/ Robert W. Boykin Director, Chairman, President and - ----------------------------------- Chief Executive Officer (Principal Robert W. Boykin Executive Officer) /s/ Raymond P. Heitland Director and Chief Financial - ----------------------------------- Officer (Principal Accounting Raymond P. Heitland Officer) /s/ Albert T. Adams Director - ----------------------------------- Albert T. Adams /s/ Lee C. Howley, Jr. Director - ----------------------------------- Lee C. Howley, Jr. /s/ William H. Schecter Director - ----------------------------------- William H. Schecter /s/ Frank E. Mosier Director - ----------------------------------- Frank E. Mosier Director - ----------------------------------- Ivan J. Winfield II-5 7 EXHIBIT INDEX Exhibit Number Description of Exhibit - -------------- ---------------------- 3.1 Amended and Restated Articles of Incorporation of Boykin Lodging Company(1) 3.2 Code of Regulations of Boykin Lodging Company(1) 4.1 Boykin Lodging Company Long-Term Incentive Plan(1) 4.2 Form of Directors' Option Plan 5 Opinion of Baker & Hostetler LLP as to legality of the Common Shares and interests in the Plans being registered 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Baker & Hostetler LLP (included in Opinion filed as Exhibit 5 hereto) 24 Powers of Attorney (included at page II-5) - -------------------- (1) Incorporated by reference from Amendment No. 3 to the Registrant's registration statement on Form S-11 (the Form S-11) (Registration No. 333-6341) filed on October 24, 1996. These exhibits have the same exhibit number in the Form S-11. EX-4.2 2 EXHIBIT 4.2 1 Exhibit 4.2 Form of Directors' Option Plan
Director Number of Option Shares(1) - ----------------------------------------------------- Albert T. Adams 5,000 Lee C. Howley 5,000 William N. Hulett III 5,000 Frank E. Mosier 5,000 William H. Schecter 5,000 Ivan J. Winfield 5,000
(1) Each option was granted on November 4, 1996, and is exercisable at $20 per share, except for the option granted to William H. Schecter, which was granted on August 12, 1997 and is exercisable at $24.31 per share. 2 SHARE OPTION AGREEMENT ---------------------- THIS AGREEMENT, made as of the 4th day of November 1996, by and between BOYKIN LODGING COMPANY, an Ohio corporation (the "Company"), and [name of director], an individual (the "Holder"), W I T N E S S E T H : --------------------- WHEREAS, the Company desires to grant the Holder, a member of the Board of Directors of the Company, an option to purchase 5,000 Common Shares, without par value, of the Company (the "Shares"); and WHEREAS, the Holder desires to accept that grant; NOW, THEREFORE, in consideration of the mutual covenants herein set forth, the parties hereto hereby agree as follows: 1. GRANT OF OPTION. The Company does hereby irrevocably grant to the Holder, and the Holder does hereby accept, the right and option (the "Option") to purchase, at the option of the Holder, 5,000 Shares at the option price of $20.00 per Share, upon and subject to the other terms and conditions hereof. Notwithstanding the foregoing, if at any time or from time to time the number of Common Shares of the Company is increased or decreased, or the Common Shares of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation (whether as a result of a share split, share dividend, combination or exchange of shares, exchange for other securities, reclassification, reorganization, redesignation, merger, consolidation, recapitalization or otherwise), then (i) there shall automatically be substituted for each Share for which the Option has not been exercised the number and kind of shares or other securities into which each outstanding share shall be changed or for which each such share shall be exchanged, and (ii) the option price per Share shall be increased or decreased proportionately so that the aggregate purchase price for the Shares subject to the Option shall remain the same as immediately prior to that event. In addition to the foregoing, the Company is entitled in the event of any such increase, decrease or exchange to make adjustments to this Agreement (including adjustments which may provide for the elimination of fractional shares), when necessary to preserve the terms and conditions hereof. 2. TERM OF THE OPTION. The Option is exercisable, in whole or in part, on or after the first anniversary of the date hereof. Shares for which the Option has become exercisable are referred to herein as "Vested Shares," and Shares for which the Option has not become exercisable are referred to herein as "Unvested Shares." The Option terminates on the tenth anniversary of the date hereof and must be exercised, if at all, on or before that date and is not thereafter exercisable, notwithstanding anything herein to the contrary. Notwithstanding anything contained herein to the contrary, it shall be a condition to the Holder's right to exercise the Option with respect to any Vested Shares that there shall have been filed with the Securities and Exchange Commission an effective registration statement on Form S-8 (or such other form as the Company may deem appropriate) with respect to the Shares receivable upon exercise of the Option. 3. EXERCISE. (i) Subject to the other terms and conditions hereof, the Option is exercisable, provided payment is made as provided below, from time to time by 3 written notice to the Company (in the form required by the Company, the covenants and substantive provisions of which are hereby made part of this Agreement), which shall: (a) state that the Option is thereby being exercised, the number of Shares with respect to which the Option is being exercised, each person in whose name any certificates for the Shares should be registered and that person's address and social security number; (b) be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by anyone other than the Holder, be accompanied by proof satisfactory to counsel for the Company of the right of that person or persons to exercise the Option under all applicable laws and regulations; and (c) be accompanied by such representations, warranties or agreements with respect to the investment intent of the person or persons exercising the Option as the Company may reasonably request, in form and substance satisfactory to counsel for the Company. (ii) Payment of the Option price may be made, in the discretion of the person exercising the Option, by full payment of the option price in cash or by check, or, with the consent of the Company, in whole or in part by a surrender of previously acquired Common Shares of the Company having a Fair Market Value (as defined below) on the date of exercise equal to that portion of the purchase price for which payment in cash or check is not made. The latter of the dates on which that notice and payment are received by the Company constitutes the date of exercise of the Option; and (iii) For purposes hereof, the "Fair Market Value" of a Common Share as of any date shall be; (a) the closing price of a Common Share on the principal exchange on which the Common Shares are then trading, if any, on the day immediately prior to that date, or if Common Shares were not traded on that prior day, then on the next preceding trading day during which a sale occurred (the applicable trading day, the "Trade Date"); or (b) if Common Shares are not traded on an exchange but are quoted on NASDAQ or a successor quotation system, (1) the last sale price (if Common Shares are then listed as a National Market Issue under the NASD National Market System) on the Trade Date; or (2) if Common Shares are not then so listed, the mean between the closing representative bid and asked prices for Common Shares on the Trade Date as reported by NASDAQ or that successor quotation system; or (3) if Common Shares are not publicly traded on an exchange and not quoted on NASDAQ or a successor quotation system, the mean between the closing bid and asked prices for Common Shares, on the Trade Date, as determined in good faith by the Board of Directors; or (4) if Common Shares are not publicly traded, the fair market value established by the Board of Directors of the Company acting in good faith. (iv) As a condition to the exercise of the Option and the obligation of the Company to issue Shares upon the exercise thereof, the proposed recipient of the Shares shall make any representation or warranty necessary to comply with any applicable law or regulation or to confirm any factual matter reasonably requested by the Company or its counsel. 4 (v) Upon exercise of the Option and the satisfaction of all conditions thereto, the Company shall deliver a certificate or certificates for the applicable Shares to the person or persons and at the time specified above upon receipt of payment for those Shares as set forth above. 4. DEATH AND DISABILITY. Upon the death or permanent and total disability of the Holder, the Option must be exercised, if at all, within the period ending on the first anniversary of that death or permanent and total disability. In the case of death, the Option may be exercised only by the Holder's estate or the person designated by the Holder by will, or as otherwise designated by the laws of descent and distribution. Notwithstanding the foregoing, in no event may the Option be exercisable after November 4, 2006, and it may be exercised after the Holder's death only with respect to Shares which were Vested Shares at the time of the Holder's death. For purposes hereof, "permanent and total disability" means a permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). 5. TRANSFERABILITY. The Option and the Holder's rights therein are not transferable by the Holder, except upon the death of the Holder as provided in Paragraph 4. The Option is exercisable (subject to any other applicable restrictions on exercise) only by the Holder (or any guardian or other legal representative duly appointed for the Holder) for the Holder's own account, except in the event of the Holder's death or permanent and total disability as provided in Paragraph 4. 6. TAXES. The Holder hereby agrees to pay to the Company any federal, state or local taxes of any kind that may be required by law to be withheld and remitted by the Company with respect to the Option and the exercise thereof. If the Holder does not make any such payment to the Company, the Company, to the extent required or permitted by law, may withhold from any payment of any kind otherwise due to the Holder from the Company, any federal, state or local taxes of any kind required by law to be withheld with respect to the Option or the Shares that are the subject of the Option. The Company, in its sole discretion, may permit the Holder to pay those taxes through the withholding of Shares otherwise deliverable to the Holder upon exercise of the Option or the delivery to the Company of Common Shares otherwise acquired by the Holder. The fair market value of Common Shares withheld by the Company or tendered to the Company for the satisfaction of any tax withholding obligations determined to exist under this Paragraph 6 will be determined on the date on which those Common Shares are withheld or tendered. 7. INTENT. The Option does not, and is not intended to, qualify as an "Incentive Stock Option" for purposes of Section 422A(b) of the Code. The Option is to be construed and exercised consistent with this Paragraph 7. 8. SECURITIES LAW COMPLIANCE. Notwithstanding any provision of this Agreement to the contrary, the Option is not exercisable unless, at the time the Holder attempts to exercise the Option, in the opinion of counsel for the Company, all applicable securities laws, rules and regulations have been complied with. The Holder agrees that the Company may impose such restrictions on the Shares as are deemed advisable by the Company, including, without limitation, restrictions relating to listing or trading requirements. The Holder further agrees that certificates representing the Shares may bear such legends and statements as the Company considers appropriate or advisable to assure, among other things, compliance with applicable securities laws, rules and regulations. 5 9. RIGHTS OF THE HOLDER. The granting of the Option does not confer any right on the Holder to continue as a director of the Company. The Holder has no dividend, voting or other rights of a shareholder with respect to the Shares that are subject to the Option prior to the purchase of those Shares upon exercise of the Option and the execution and delivery of all other documents and instruments considered necessary or desirable by the Company in connection therewith. 10. MISCELLANEOUS. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, except to the extent otherwise governed by federal law. IN WITNESS WHEREOF, the parties have subscribed their names hereto as of the date first above written. BOYKIN LODGING COMPANY, an Ohio corporation By: ---------------------------------- Name: Robert W. Boykin Title: President The foregoing Option is hereby accepted. - -------------------------------- (Signature) EX-5 3 EXHIBIT 5 1 Exhibit 5 [Baker & Hostetler LLP Letterhead] October 31, 1997 Boykin Lodging Company Terminal Tower, Suite 1500 50 Public Square Cleveland, Ohio 44113-2258 Gentlemen: We have acted as counsel to Boykin Lodging Company, an Ohio corporation (the "Company"), in connection with the Company's Registration Statement on Form S-8 (the "Registration Statement") filed under the Securities Act of 1933 (the "Act") relating to the reservation of 1,030,000 Common Shares, without par value (the "Common Shares"), of the Company for issuance under the Boykin Lodging Company Long-Term Incentive Plan and the Company's Directors' Option Plans (collectively, the "Plans"). In connection with the foregoing, we have examined: (a) the Amended and Restated Articles of Incorporation of the Company, (b) the Code of Regulations of the Company, (c) the Plans, and (d) such records of the corporate proceedings of the Company and such other documents as we have deemed necessary to render this opinion. Based on that examination, we are of the opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Ohio; and 2. The Common Shares available for issuance under the Plans, when issued in accordance with the Plans, will be legally issued, fully paid and nonassessable. We hereby consent to the use of this Opinion as Exhibit 5 to the Registration Statement and to the reference to our firm in Item 5 of Part II of the Registration Statement. Very truly yours, /s/ Baker & Hostetler LLP Baker & Hostetler LLP EX-23.1 4 EXHIBIT 23.1 1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated (i) February 25, 1997 (except with respect to the matters discussed in Note 13 to the financial statements of Boykin Lodging Company (the "Company"), as to which the date is March 14, 1997) included in the Company's Form 10-K for the year ended December 31, 1996, (ii) May 16, 1997 included in Amendment No. 1 to the Company's Current Report on Form 8-K/A filed with the Securities and Exchange Commission (the "Commission") on June 17, 1997, and (iii) May 17, 1997 included in Amendment No. 3 to the Company's Current Report on Form 8-K/A filed with the Commission on June 19, 1997, and to all references to our Firm included in this registration statement. Arthur Andersen LLP Cleveland, Ohio, October 31, 1997. -----END PRIVACY-ENHANCED MESSAGE-----