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 21, 2006

BH Lodging Corp.
(Formerly 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
(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 1	REGISTRANT’S BUSINESS AND OPERATIONS
ITEM 1.01	ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
	On September 21, 2006, Boykin Lodging Company (the “Company”) amended and restated its Deferred Compensation Plan and the related rabbi trusts (the “Plan”). The amendments to the Plan provide that deferrals and earnings credits will be paid to participants on the first business day of the first plan year following a plan year in which a change of control of the Company occurs. Prior to the amendment, the deferrals and credits would have been paid on March 1 of such year. The amendments to the Plan prohibit further amendments to the Plan or the rabbi trusts adversely affecting participants and changing the trustees of the rabbi trusts without the consent of the affected participants. The Plan also was amended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The amendments do not increase the amount to be paid to any participant in the Plan.
	In addition, on September 21, 2006, the Company amended its COO Severance Plan, CFO/CIO Employee Severance Plan and Key Employee Severance Plan (Sr. Vice Presidents and Vice Presidents) (the “Severance Plans”). For purposes of compliance with Section 409A of the Code, the Severance Plans were amended to revise the payment schedule for the vehicle allowance amount (or in the case of a Vice President, the Participant’s parking allowance only) (the “Vehicle Benefit”) that was in effect on the date immediately prior to a change of control. The amendments provide that one twenty-fourth (or one-eighteenth in the case of a Vice President) of the Vehicle Benefit will be payable in monthly installments beginning on the first day of the month following a participant’s involuntary termination (as defined in the Severance Plans) through December 31 of the year in which the participant’s involuntary termination occurs. On the first business day of the calendar year following the year in which the participant’s involuntary termination occurs (the “Payment Date”), the unpaid amount of the Vehicle Benefit will be paid to the participant by the Company in the form of a lump sum cash payment. In the event that the Company fails to make the lump sum payment within fifteen (15) days following the Payment Date, the Company will pay to the participant no later than March 15 following the year in which the participant’s involuntary termination occurs an additional payment in an amount equal to such lump sum payment. The Company has also agreed to indemnify the participants for all taxes (together with interest or penalties imposed with respect to such taxes) that would be incurred directly or indirectly by the participants pursuant to Section 409A of the Code as a result of the Company’s failure to comply with its obligation to pay the Vehicle Benefit. The Severance Plans also were amended to clarify the insurance benefits to be provided to participants during the continuation period provided for under the Severance Plans. The amendments do not increase the amount to be paid to any participant in the Severance Plans provided that the Company pays the Vehicle Benefit in accordance with the Severance Plans.
SECTION 5	CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01	CHANGES IN CONTROL OF REGISTRANT
	On September 21, 2006, Boykin Lodging Company (the “Company”) issued a press release announcing that it had completed the merger of Braveheart II Realty (Ohio) Corp. with and into the Company, the merger of Braveheart II Properties Company LLC with and into Boykin Hotel Properties L.P. and the other transactions contemplated by the Agreement and Plan of Merger, dated as of May 19, 2006, 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. (the “Merger Agreement”). Under the terms of the Merger Agreement, each outstanding common share of the Company was converted into the right to receive $7.63. In addition, each depositary share representing a 1/10th interest in the Company’s 10 1/2% Class A Cumulative Preferred Shares, Series 2002-A, was converted into the right to receive $25.051042 per depositary share.
	As a result of the mergers, Braveheart Investors LP owns 100% of the voting securities of the Company.
ITEM 5.02	DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
	In connection with the completion of the transactions contemplated by the Merger Agreement, each director of the Company resigned, and the employment of each of the Company’s executive officers was terminated.

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 21, 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.

BH LODGING CORP.
(FORMERLY BOYKIN LODGING COMPANY)

By: /s/ Mohamed Thowfeek
Mohamed Thowfeek
Assistant Secretary and Treasurer

Date: September 22, 2006

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	Contact:	Tara Szerpicki
		Investor Relations
		Boykin Lodging Company
		(216) 430-1333
		InvestorRelations@boykinlodging.com

Boykin Lodging Announces Completion of Mergers

Cleveland, Ohio, September 21, 2006—Boykin Lodging Company (NYSE: BOY), a hotel real estate investment trust (REIT), today announced that it had completed the merger of Braveheart II Realty (Ohio) Corp. with and into Boykin Lodging Company, the merger of Braveheart II Properties Company LLC with and into Boykin Hotel Properties L.P. and the other transactions contemplated by the Agreement and Plan of Merger, dated as of May 19, 2006, among Braveheart Investors LP, Braveheart II Realty (Ohio) Corp., Braveheart II Properties Holding LLC, Braveheart II Properties Company LLC, Boykin Lodging Company and Boykin Hotel Properties, L.P. Braveheart Investors LP is an affiliate of Westmont Hospitality Group and Cadim, Inc. Under the terms of the merger agreement, each outstanding common share of the Company was converted into the right to receive $7.63. In addition, each depositary share representing a 1/10th interest in our 10 1/2% Class A Cumulative Preferred Shares, Series 2002-A, was converted into the right to receive $25.051042. These amounts will be paid in cash, without interest.

The Company also announced that, immediately prior to the closing of the transactions contemplated by the merger agreement, it completed the sale of its interests in the Pink Shell Beach Resort and Spa and the Banana Bay Resort & Marina — Marathon to entities controlled by Robert W. Boykin, Chairman of the Board and Chief Executive Officer of the Company, for approximately $18.7 million in the aggregate.

About Boykin Lodging Company:

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 17 hotels containing a total of 5,237 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.

About Westmont Hospitality Group:

Westmont was founded approximately 30 years ago. Westmont has grown to be one of the largest privately-held owner/operator of hotel assets in the world. Westmont owns an interest in and operates, or oversees the operations of, over 350 hotels containing more than 45,000 guestrooms through North America, Europe and Asia.

About Cadim, Inc.:

Cadim, a division of the Caisse de dépôt et placement du Québec and a member of the Caisse’s Real Estate group, conducts merchant banking operations worldwide and offers advisory and structured finance services to institutional and private investors internationally. It invests in real estate equity and debt products and also manages portfolios of properties and real estate securities traded on the world’s various stock exchanges. Cadim is the umbrella for a group of companies with offices in Canada, the United States, Europe and Asia. Its assets under management totaled CA$29.3 billion as at December 31, 2005. For more information: www.lacaisse.com/cadim/en/.

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. 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, 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.