1 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: February 18, 1998 BOYKIN LODGING COMPANY (Exact Name of Registrant as Specified in Its Charter) Ohio 001-11975 34-1824586 - ---------------------------- ------------------------ ----------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) Terminal Tower, Suite 1500, 50 Public Square, - --------------------------------------------- Cleveland, Ohio 44113 --------------- -------- (Address of Principal Executive Offices) (Zip Code) (216) 241-6375 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. In connection with the proposed offering of 4,500,000 common shares (plus an additional 675,000 common shares subject to the underwriters' overallotment option) the Company is filing the following exhibits: Exhibit No. Description - ----------- ----------- 1.1 Form of Underwriting Agreement 8.1 Opinion of Baker & Hostetler LLP regarding tax matters 3 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: February 17, 1998 BOYKIN LODGING COMPANY /s/ Raymond P. Heitland By: __________________________ Raymond P. Heitland Chief Financial Officer 4 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 1.1 Form of Underwriting Agreement 8.1 Opinion of Baker & Hostetler LLP regarding tax matters