-----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, Hb+va70KBgwhr0vmXfBdD28xvFNLJcHW6hza7VnBjCnojMAPlyN6L2pUrjBnlXLf 8Sncquev2muGOu/mkL7XyA== 0001011723-06-000105.txt : 20060607 0001011723-06-000105.hdr.sgml : 20060607 20060607155752 ACCESSION NUMBER: 0001011723-06-000105 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060607 DATE AS OF CHANGE: 20060607 EFFECTIVENESS DATE: 20060607 SUBJECT COMPANY: 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11975 FILM NUMBER: 06891667 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACKENZIE PATTERSON FULLER, LP CENTRAL INDEX KEY: 0001102946 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 680151215 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 1640 SCHOOL STREET STREET 2: SUITE 100 CITY: MORAGA STATE: CA ZIP: 94556 BUSINESS PHONE: 9256319100 MAIL ADDRESS: STREET 1: 1640 SCHOOL STREET STREET 2: SUITE 100 CITY: MORAGA STATE: CA ZIP: 94556 FORMER COMPANY: FORMER CONFORMED NAME: MACKENZIE PATTERSON FULLER INC DATE OF NAME CHANGE: 20031203 FORMER COMPANY: FORMER CONFORMED NAME: MACKENZIE PATTERSON INC DATE OF NAME CHANGE: 20000111 DFAN14A 1 mpfboykindfan14a.txt DEFINATIVE ADDITIONA MATERIALS ================================================================================ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 Boykin Lodging Company (Name of Registrant as Specified in Its Charter) MACKENZIE PATTERSON FULLER, LP (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: ================================================================================ This filing consists of a press release issued by the Filing Person on June 7, 2006. FOR IMMEDIATE RELEASE MacKenzie Patterson Fuller, LP urges shareholders to vote NO on the Boykin Lodging Company (NYSE: BOY) Merger and files definitive additional proxy solicitation materials with the SEC. Moraga, Calif. (Market Wire)--June 7, 2006 MacKenzie Patterson Fuller, LP urges shareholders to: Vote NO on the Boykin Lodging Company (the "Company") Merger for the Following Reasons: 1. The $11 offer per common share is approximately 29% below the Company's 52-week high trading price of $15.48. 2. We believe the sale price is approximately 33% below the fair market value, based upon revenue, of the Company's lodging portfolio. 3. Robert Boykin is paying well below market for the Pink Shell Resort on both a per key and direct capitalization basis. On May 22, 2006, the Company announced that it entered into a definitive merger agreement to be acquired by Braveheart Holdings LP for approximately $416 million including debt. In addition, Robert Boykin, the Company's Chairman and CEO, will acquire two properties from the Company for $14.6 million. As a result of this transaction, shareholders should expect to receive consideration totaling of $11 per common share. After careful review, we at MacKenzie Patterson Fuller, LP (current beneficial owner of approximately 1.9% of the Company's outstanding common shares) believe this transaction is grossly unfair for the following reasons: 1. The 52-week high for the common stock is $15.48, while the common shareholders will receive only $11, approximately 29% below the 52-week high. We believe the recent weakness in the share price has enabled an outside player to buy the Company at a discount to the value of the underlying lodging properties at the expense of the shareholders. 2. The Company is currently suffering from weak occupancy as a result of hurricane damage to the Florida properties; we expect values to recover quickly. We believe the Florida properties are scheduled to re-open this year, improving occupancy. Weak occupancy has generated lower income than would be generated on a stabilized basis. This transaction implies a gross income multiplier, a common comparative valuation methodology, of only TWO, while the implied gross income multiplier for the acquisitions of Wyndham International, Inc., La Quinta Corporation, Meristar Hospitality Corporation, and Jameson Inns, Inc. were all over THREE. As a result, we believe the Company is being sold at a discount of at least 33% relative to the fair market value of its lodging portfolio on a revenue-generating basis. 3. Robert Boykin plans to purchase the Company's joint venture interest in the Banana Bay Resort and Marina (the "Banana Bay") and the Company's wholly owned interest in the Pink Shell Resort (the "Pink Shell") at what we believe is a price unfair to shareholders. The Banana Bay was recently purchased by the Company during January of 2006 through a joint venture agreement, for which the Company paid $1.25 million plus assumption of debt. Thus, Robert Boykin should pay at least the $1.25 million for the Company's interest in the joint venture, meaning no more than $13.35 million of the $14.6 million he has offered for both properties would be for the purchase the Company's interest in the Pink Shell. This means Robert Boykin is paying approximately $75,000 per room (or "key") for a Fort Meyers, Florida lodging property in a market that is fetching AT LEAST $100,000 per key. Moreover, the Pink Shell's room rates range between $175 and $350 per night. Using the Company's average first quarter 2006 occupancy of 65.5% and a 20% profit margin (both of which are fairly conservative assumptions in today's market), the stabilized net operating income for the Pink Shell should range between $1.49 million and $2.98 million. Thus calculated, Robert Boykin is paying a price, based upon capitalization rates, which will return somewhere between 11% and 22% per year for the Pink Shell in a market where, in our experience, capitalization rates for full service hotels range between 6% and 8%. In response to this unfair transaction, MacKenzie Patterson Fuller, LP is considering filing with the SEC a opposition proxy statement on Schedule 14A and other documents concerning the proposed transaction. Before making any voting or investment decision, we recommend that shareholders review all proxy materials carefully when it is available because it contains important information. You can get the proxy statement, when and if it is filed, and any other relevant documents, for free at the SEC's web site www.sec.gov or by contacting MacKenzie Patterson Fuller, LP at the number below. Contact: Christine Simpson, 800-854-8357 x. 224 MacKenzie Patterson Fuller, LP 1640 School Street, Suite 100 Moraga, California 94556 www.mpfi.com -----END PRIVACY-ENHANCED MESSAGE-----