-----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, MtL5c4E31PLh4WI+G2mdsq8ysn7avYaAuCjRAW/Jr6rJzzrZXQ8ZSrV6eFDCpF/j lHvdXpa5QJKeTRaB3vLtDw== 0000950152-06-007591.txt : 20060913 0000950152-06-007591.hdr.sgml : 20060913 20060913171646 ACCESSION NUMBER: 0000950152-06-007591 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060913 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060913 DATE AS OF CHANGE: 20060913 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11975 FILM NUMBER: 061089061 BUSINESS ADDRESS: STREET 1: GUILDHALL BLDG 45 W PROSPECT AVE STREET 2: SUITE 1500 CITY: CLEVELAND STATE: OH ZIP: 44115 BUSINESS PHONE: 2164301200 MAIL ADDRESS: STREET 1: GUILDHALL BLDG 45 W PROSPECT AVE STREET 2: SUITE 1500 CITY: CLEVELAND STATE: OH ZIP: 44115 FORMER COMPANY: FORMER CONFORMED NAME: BOYKIN LODGING TRUST INC DATE OF NAME CHANGE: 19960604 8-K 1 l22285ae8vk.htm BOYKIN LODGING 8-K Boykin Lodging 8-K
 

 
 
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): September 13, 2006
Boykin Lodging Company
(Exact Name of Registrant as Specified in its Charter)
         
Ohio
(State or Other Jurisdiction of
Incorporation)
  001-11975
(Commission File Number)
  34-1824586
(IRS Employer Identification Number)
     
Guildhall Building, Suite 1500, 45 W. Prospect Avenue, Cleveland, Ohio
(Address of Principal Executive Offices)
  44115
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 September 13, 2006, Boykin Lodging Company (the “Company”) issued a press release announcing that the conditions precedent to the payment of the contingent dividend to its common shareholders have been satisfied. On September 14, 2006, the Company will pay a dividend of $2.77 per share to its common shareholders of record on September 6, 2006. The press release is furnished as Exhibit 99.1 hereto.
 
   
SECTION 9
  FINANCIAL STATEMENTS AND EXHIBITS
 
   
ITEM 9.01
  FINANCIAL STATEMENTS AND EXHIBITS
 
   
(a) Financial Statements of Businesses Acquired.
 
   
 
  None.
 
   
(b) Pro Forma Financial Information.
 
   
 
  None.
 
   
(c) Exhibits.
 
   
 
  99.1 Boykin Lodging Company press release dated September 13, 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: September 13, 2006

 

EX-99.1 2 l22285aexv99w1.htm EX-99.1 EX-99.1
 

Exhibit 99.1
         
FOR IMMEDIATE RELEASE
  Contact:   Tara Szerpicki
 
      Investor Relations
 
      Boykin Lodging Company
 
      (216) 430-1333
Boykin Lodging Announces Conditions to Contingent Dividend Satisfied
Cleveland, Ohio, September 13, 2006 — Boykin Lodging Company (NYSE: BOY), a hotel real estate investment trust (REIT), announced that as of 5:00 p.m. EDT on September 13, 2006 there is not in effect: (a) an injunction issued by a court of competent jurisdiction with respect to the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of May 19, 2006, by and among Braveheart Investors LP, Braveheart II Realty (Ohio) Corp., Braveheart II Properties Holding LLC, Braveheart II Properties Company LLC, the Company and Boykin Hotel Properties, L.P. or (b) an order issued by a court of competent jurisdiction affecting the nature, timing or completion of the transactions contemplated by the merger agreement.
The absence of an injunction or court order satisfies the final condition to the contingent dividend related to the Company’s common shares declared by the Board of Directors on August 28, 2006. The other condition was the approval and adoption of the merger agreement by the Company’s common shareholders, which occurred on September 12, 2006.
Because the conditions precedent to the contingent dividend have been satisfied, the Company will pay its common shareholders of record on September 6, 2006 a dividend of $2.77 per share on September 14, 2006.
Boykin Lodging Company is a real estate investment trust that focuses on the ownership of full-service, upscale commercial and resort hotels. The Company currently owns interests in 19 hotels containing a total of 5,480 rooms located in 13 states, and operating under such internationally known brands as Doubletree, Marriott, Hilton, Radisson, Embassy Suites, and Courtyard by Marriott among others. For more information about Boykin Lodging Company, visit the Company’s website at http://www.boykinlodging.com.
Forward Looking Statements:
This news release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 regarding the Company, including those statements regarding the expected effects, timing and completion of the proposed transactions, among others. Except for historical information, the matters discussed in this release are forward-looking statements that involve risks and uncertainties that may cause results to differ materially from those set forth in those statements. For example, among other things, (1) the conditions to the closing of the proposed merger may not be satisfied; (2) the proposed merger may involve

 


 

unexpected costs or unexpected liabilities; (3) the businesses of the Company may suffer as a result of uncertainty surrounding the proposed merger; (4) the settlement of the putative shareholder class action lawsuits filed against the Company and each of its directors is subject to court approval; and (5) the Company may be adversely affected by economic, business, and/or competitive factors, including real estate conditions, and hotel acquisition and disposition programs. Additional factors that may affect the future results of the Company are set forth in its filings with the Securities and Exchange Commission, which are available at http://www.boykinlodging.com and http://www.sec.gov. Unless required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

-----END PRIVACY-ENHANCED MESSAGE-----