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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 28, 1998
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BOYKIN LODGING COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
Ohio 001-11975 34-1824586
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification
Number)
Terminal Tower, Suite 1500, 50 Public Square,
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Cleveland, Ohio 44113
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(Address of Principal Executive Offices) (Zip Code)
(216) 241-6375
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(Registrant's Telephone Number, Including Area Code)
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
A. On December 30, 1997, Boykin Lodging Company, an Ohio corporation (the
"Company"), entered into an Agreement and Plan of Merger with Red Lion Inns
Limited Partnership, a Delaware limited partnership (the "Partnership"), Red
Lion Properties, Inc., a Delaware corporation, Red Lion Inns Operating L.P., a
Delaware limited partnership, Boykin Hotel Properties, L.P., an Ohio limited
partnership, Boykin Acquisition Corporation I, Inc., an Ohio corporation and a
wholly owned subsidiary of the Company, Boykin Acquisition Corporation II, Inc.,
an Ohio corporation and a wholly owned subsidiary of the Company, and Boykin
Acquisition Partnership, L.P., a Delaware limited partnership ("Merger Sub"),
pursuant to which the Merger Sub will be merged with and into the Partnership
(the "Merger"). Attached are the following for the Partnership:
1. EXHIBIT 1 - The Partnership Form 10-K, without exhibits, for
the year ended December 31, 1996 including Consolidated
Balance Sheets as of December 31, 1996 and 1995 and
Consolidated Statements of Income, Partner's Capital and Cash
Flows for each of the three years in the period ended December
31, 1996, together with related Reports of Independent Public
Accountants.
2. EXHIBIT 2 - The Partnership Form 10-Q for the nine months
ended September 30, 1997, including an unaudited Consolidated
Balance Sheet as of September 30, 1997, the unaudited
Consolidated Statements of Operations for the three and nine
month periods ended September 30, 1997 and 1996, the unaudited
Consolidated Statements of Cash Flows for the nine month
periods ended September 30, 1997 and 1996 and the unaudited
Consolidated Statement of Partners' Capital for the nine month
period ended September 30, 1997.
B. During 1997 the Company acquired several hotels that individually were
insignificant, but when considered on an aggregate basis, exceed 50% of one of
the Rule 3-05 tests of significance. The following financial statements are for
two individually insignificant hotels acquired in 1997 that when combined
represent the mathematical majority of the test deemed most significant:
1. EXHIBIT 3 - Marriott's Hunt Valley Inn audited financial
statements as of and for the year ended December 31, 1996,
together with Report of Independent Public Accountants and
unaudited financial statements as of June 30, 1997 and for the
six month periods ended June 30, 1997 and 1996.
2. EXHIBIT 4 - Holiday Inn Minneapolis West audited financial
statements as of and for the year ended December 31, 1996,
together with Report of Independent Public Accountants and
unaudited financial statements as of June 30, 1997 and for the
six month periods ended June 30, 1997 and 1996.
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SIGNATURES
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 hereunto duly authorized.
Dated: January 27, 1998
BOYKIN LODGING COMPANY
By: /s/ Raymond P. Heitland
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Raymond P. Heitland
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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1. Red Lion Inns Limited Partnership Form 10-K, without
exhibits, for the year ended December 31, 1996
including Consolidated Balance Sheets as of December
31, 1996 and 1995 and Consolidated Statements of
Income, Partner's Capital and Cash Flows for each of
the three years in the period ended December 31, 1996,
together with related Reports of Independent Public
Accountants.
2. Red Lion Inns Limited Partnership Form 10-Q for the
nine months ended September 30, 1997, including an
unaudited Consolidated Balance Sheet as of September
30, 1997, the unaudited Consolidated Statements of
Operations for the three and nine month periods ended
September 30, 1997 and 1996, the unaudited
Consolidated Statements of Cash Flows for the nine
month periods ended September 30, 1997 and 1996 and
the unaudited Consolidated Statement of Partners'
Capital for the nine month period ended September 30,
1997.
3. Marriott's Hunt Valley Inn audited financial
statements as of and for the year ended December 31,
1996, together with Report of Independent Public
Accountants and unaudited financial statements as
of June 30, 1997 and for the six month periods ended
June 30, 1997 and 1996.
4. Holiday Inn Minneapolis West audited financial
statements as of and for the year ended December 31,
1996, together with Report of Independent Public
Accountants and unaudited financial statements as of
June 30, 1997 and for the six month periods ended June
30, 1997 and 1996.