8-K 1 l21603ae8vk.htm BOYKIN LODGING COMPANY 8-K/14A FILING Boykin Lodging Company 8-K/14A Filing
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 28, 2006
   Boykin Lodging Company   
(Exact Name of Registrant as Specified in its Charter)
         
Ohio   001-11975   34-1824586
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification Number)
     
Guildhall Building, Suite 1500, 45 W. Prospect Avenue, Cleveland, Ohio   44115
(Address of Principal Executive Offices)   (Zip Code)
(216) 430-1200
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

SECTION 8 OTHER EVENTS
ITEM 8.01 OTHER EVENTS
On July 27, 2006, the Doubletree Guest Suites Melbourne Beach Oceanfront hotel, formerly known as the Melbourne Suites Beach Resort, which is indirectly owned by Boykin Lodging Company (the “Company”), resumed operations. The hotel had been closed since suffering damage as a result of Hurricane Frances in September 2004.
On July 28, 2006, the Company issued a press release announcing the reopening, which is furnished as Exhibit 99.1 hereto.
CAUTIONARY STATEMENTS
     This report is being made in respect of a proposed merger transaction involving the Company and affiliates of Westmont Hospitality Group and Cadim, Inc., a wholly-owned subsidiary of Caisse de dépôt et placement du Québec. In connection with the transaction, the Company will file with the SEC a definitive proxy statement on Schedule 14A concerning the proposed transaction. Before making any voting or investment decision, shareholders are urged to read the definitive proxy statement carefully and in its entirety when it becomes available because it will contain important information about the proposed transaction.
     The definitive proxy statement will be mailed to the Company’s shareholders. In addition, the definitive proxy statement and other documents will be available free of charge at the SEC’s Internet Web site, www.sec.gov. The definitive proxy statement and other pertinent documents also may be obtained for free at the Company’s web site, www.boykinlodging.com.
     The Company and its executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from the Company’s shareholders with respect to the merger involving the Company. Information regarding the Company’s executive officers and directors, including their direct or indirect interest, by securities, holdings, or otherwise, is set forth in the Company’s definitive proxy statement filed with the SEC on April 25, 2006 and the Company’s preliminary proxy statements filed with the SEC on June 21, 2006 and July 24, 2006.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITIS
(a) Financial Statements of Businesses Acquired.
     None.
(b) Pro Forma Financial Information.
     None.
(c) Exhibits.
     99.1 Boykin Lodging Company press release dated July 28, 2006.
SIGNATURE
Pursuant to the requirements 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.
           
    BOYKIN LODGING COMPANY
 
       
 
       
 
  By:   /s/ Shereen P. Jones
 
       
 
      Shereen P. Jones
Executive Vice President, Chief Financial
and Investment Officer
Date: July 28, 2006