-----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, Mv+2ICJx7DBhYrnhAFS0BkBCzd9BEn6NC3xvbUFCLAuChHJjBnhmpe4hyX0iJcDY TMLKWy/AFIbBz8qTcBA21A== 0000950152-98-000560.txt : 19980202 0000950152-98-000560.hdr.sgml : 19980202 ACCESSION NUMBER: 0000950152-98-000560 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980129 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: POS AM SEC ACT: SEC FILE NUMBER: 333-39369 FILM NUMBER: 98517082 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 POS AM 1 BOYKIN LODGING COMPANY S-3 POST-EFFECT. AMEND. 1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1998 REGISTRATION NO. 333-39369 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- BOYKIN LODGING COMPANY (Exact name of Registrant as specified in its charter) Ohio 34-1824586 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
Terminal Tower, Suite 1500 50 Public Square Cleveland, Ohio 44113-2258 (216) 241-6375 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) --------------- Robert W. Boykin Terminal Tower, Suite 1500 50 Public Square Cleveland, Ohio 44113-2258 (216) 241-6375 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------- With a copy to: Robert A. Weible, Esq. Baker & Hostetler LLP 3200 National City Center 1900 East Ninth Street Cleveland, Ohio 44114-3485 (216) 621-0200 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement as determined by market conditions. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS. 1.1 -- Form of Underwriting Agreement for Equity Securities (1) 4.1 -- Amended Articles of Incorporation (2) (3) 4.2 -- Code of Regulations (2) 4.3 -- Specimen Certificate for Common Shares (2) 4.4 -- Form of Preferred Share Certificate (1) 4.5 -- Form of Deposit Agreement and Depositary Receipt (1) 4.6 -- Form of Common Share Warrant Agreement (1) 4.7 -- Form of Preferred Share Warrant Agreement (1) 5 -- Opinion of Baker & Hostetler LLP (4) 8 -- Opinion of Baker & Hostetler LLP regarding tax matters (1) 12.1 -- Calculation of Ratios of Earnings to Combined Fixed Charges and Preferred Share Dividends (4) 23.1 -- Consent of Arthur Andersen LLP (4) 23.2 -- Consent of Baker & Hostetler LLP (included in Exhibit 5) 23.3 -- Consent of Arthur Andersen LLP 23.4 -- Consent of Arthur Andersen LLP 23.5 -- Consent of KPMG Peat Marwick LLP 23.6 -- Consent of Deloitte & Touche LLP 23.7 -- Consent of Rhea & Ivy P.L.C. 24 -- Power of Attorney (4)
- --------------- (1) To be filed by amendment or incorporated by reference prior to the offering of the related securities. (2) Incorporated by reference from the Company's Registration Statement on Form S-11 (Registration Statement No. 333-6341), filed on June 19, 1996, as amended. (3) To be filed by amendment or incorporated by reference prior to the offering of any Preferred Shares or Depository Shares. (4) Previously filed. II-1 3 SIGNATURES 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-3 and has duly caused this Post-Effective Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on January 29, 1998. BOYKIN LODGING COMPANY By: /s/ ROBERT W. BOYKIN ------------------------------------ Robert W. Boykin, Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ------------------------------------------ --------------------------- --------------------- /s/ ROBERT W. BOYKIN Chairman, Chief Executive January 29, 1998 - ------------------------------------------ Officer and Director ROBERT W. BOYKIN (Principal Executive Officer) /s/ RAYMOND P. HEITLAND Chief Financial Officer and January 29, 1998 - ------------------------------------------ Director RAYMOND P. HEITLAND (Principal Financial and Accounting Officer) Director January , 1998 - ------------------------------------------ IVAN J. WINFIELD LEE C. HOWLEY, JR.* Director January 29, 1998 - ------------------------------------------ LEE C. HOWLEY, JR. FRANK E. MOSIER* Director January 29, 1998 - ------------------------------------------ FRANK E. MOSIER WILLIAM H. SCHECTER* Director January 29, 1998 - ------------------------------------------ WILLIAM H. SCHECTER ALBERT T. ADAMS* Director January 29, 1998 - ------------------------------------------ ALBERT T. ADAMS
*By: /s/ ROBERT W. BOYKIN --------------------------------------------------------- ROBERT W. BOYKIN, ATTORNEY-IN-FACT II-2 4 EXHIBIT INDEX
EXHIBIT EXHIBIT NUMBER DESCRIPTION ----------------------------------------------------------------------------------------- 1.1 -- Form of Underwriting Agreement for Equity Securities (1) 4.1 -- Amended Articles of Incorporation (2) (3) 4.2 -- Code of Regulations (2) 4.3 -- Specimen Certificate for Common Shares (2) 4.4 -- Form of Preferred Share Certificate (1) 4.5 -- Form of Deposit Agreement and Depositary Receipt (1) 4.6 -- Form of Common Share Warrant Agreement (1) 4.7 -- Form of Preferred Share Warrant Agreement (1) 5 -- Opinion of Baker & Hostetler LLP (4) 8 -- Opinion of Baker & Hostetler LLP regarding tax matters (1) 12.1 -- Calculation of Ratios of Earnings to Combined Fixed Charges and Preferred Share Dividends (4) 23.1 -- Consent of Arthur Andersen LLP (4) 23.2 -- Consent of Baker & Hostetler LLP (included in Exhibit 5) 23.3 -- Consent of Arthur Andersen LLP 23.4 -- Consent of Arthur Andersen LLP 23.5 -- Consent of KPMG Peat Marwick LLP 23.6 -- Consent of Deloitte & Touche LLP 23.7 -- Consent of Rhea & Ivy P.L.C. 24 -- Power of Attorney (4)
- --------------- (1) To be filed by amendment or incorporated by reference prior to the offering of the related securities. (2) Incorporated by reference from the Company's Registration Statement on Form S-11 (Registration Statement No. 333-6341), filed on June 19, 1996, as amended. (3) To be filed by amendment or incorporated by reference prior to the offering of any Preferred Shares or Depository Shares. (4) Previously filed. EX-23.3 2 EXHIBIT 23.3 1 Exhibit 23.3 CONSENT OF ARTHUR ANDERSEN LLP As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated August 14, 1997 included in Boykin Lodging Company's Form 8-K dated January 28, 1998 and to all references to our Firm included in this Registration Statement. Arthur Andersen LLP Cleveland, Ohio, January 29, 1998 EX-23.4 3 EXHIBIT 23.4 1 Exhibit 23.4 CONSENT OF ARTHUR ANDERSEN LLP As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated February 7, 1995 included in Red Lion Inns Limited Partnership's Form 10-K for the year ended December 31, 1996, included in Boykin Lodging Company's Form 8-K dated January 28, 1998, and to all references to our Firm included in this Registration Statement. Arthur Andersen LLP Portland, Oregon, January 29, 1998 EX-23.5 4 EXHIBIT 23.5 1 Exhibit 23.5 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Post Effective Amendment No. 1 to the registration statement (No. 333-39369) on Form S-3 of Boykin Lodging Company of our report dated February 26, 1997, with respect to the consolidated balance sheet of Red Lion Inns Limited Partnership and its subsidiary limited partnership (the "Partnership") as of December 31, 1996 and the related consolidated statements of income, partners' capital and cash flows for the year then ended, which report appears in the Form 8-K of Boykin Lodging Company dated January 28, 1998. KPMG Peat Marwick LLP Orange County, California January 29, 1998 EX-23.6 5 EXHIBIT 23.6 1 Exhibit 23.6 CONSENT OF DELOITTE & TOUCHE LLP We consent to the incorporation by reference in this Registration Statement of Boykin Lodging Company on Form S-3 (333-39369) of our report dated February 24, 1996 (March 14, 1996 as to Note 5), appearing in the annual report on Form 10-K of Red Lion Inns Limited Partnership for the year ended December 31, 1996. Deloitte & Touche LLP Portland, Oregon, January 29, 1998 EX-23.7 6 EXHIBIT 23.7 1 Exhibit 23.7 CONSENT OF RHEA & IVY P.L.C. As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated March 6, 1997, except for Note 3 as to which the date is July 23, 1997, included in Boykin Lodging Company's Form 8-K dated January 28, 1998 and to all references to our Firm included in this Registration Statement. Rhea & Ivy P.L.C. Memphis, Tennessee, January 28, 1998 -----END PRIVACY-ENHANCED MESSAGE-----