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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BOYKIN LODGING COMPANY
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(Exact name of registrant as specified in charter)
Ohio 34-1824586
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(State or other jurisdiction (IRS employer
of incorporation) identification no.)
Guildhall Building, Suite 1500, 45 West Prospect Ave., Cleveland, Ohio 44115
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(Address of principal executive offices) (Zip code)
If this form relates to the registration If this form relates to the registration of a
of a class of securities pursuant to class of securities pursuant to Section 12(g)
Section 12(b) of the Exchange Act and is of the Exchange Act and is effective pursuant
effective pursuant to General Instruction to General Instruction A.(d), please check the
A. (c), please check the following box. _X_ following box. ___
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Securities Act registration statement file number to which this form relates: Not applicable
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
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Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On May 25, 1999, the Board of Directors of Boykin Lodging Company, an
Ohio corporation (the "Company"), adopted a Shareholder Rights Agreement (the
"Rights Agreement"). The following description of the Rights does not purport to
be complete and is qualified in its entirety by reference to the Rights
Agreement, including the exhibits thereto, which are incorporated herein by
reference.
Pursuant to the Rights Agreement, the Board of Directors declared a
dividend distribution of one Preferred Share Purchase Right (a "Right") for each
outstanding common share, without par value, of the Company (the "Common
Shares") to shareholders of record as of the close of business on June 15, 1999
(the "Record Date"). In addition, one Right will automatically attach to each
Common Share issued between the Record Date and the Distribution Date (as
defined herein). Each Right entitles the registered holder thereof to purchase
from the Company a unit (a "Preferred Unit") consisting of one one-thousandth of
a Class A Series 1999-A Noncumulative Preferred Share, without par value (the
"Preferred Shares"), at a cash exercise price of $40.00 per Preferred Unit (the
"Exercise Price"), subject to adjustment.
Initially, the Rights are not exercisable and are attached to and trade
with the Common Shares outstanding as of, and all Common Shares issued after,
the Record Date. The Rights will separate from the Common Shares, separate
certificates will be distributed to holders of the Common Shares and the Rights
will become exercisable upon the earlier of (i) the close of business on the
10th calendar day following the first public announcement (the date of that
announcement, the "Share Acquisition Date") that a person or a group of
affiliated or associated persons has acquired beneficial ownership of 15% or
more of the outstanding Common Shares (an "Acquiring Person"), or (ii) the close
of business on the 10th business day following the commencement of a tender
offer or exchange offer that would result, upon its consummation, in a person or
group becoming the beneficial owner of 15% or more of the outstanding Common
Shares (the earlier of (i) and (ii), the "Distribution Date"). The Rights
Agreement exempts from the definition of Acquiring Person any person who the
Board of Directors determines acquired in excess of 15% of the Common Shares
inadvertently, if that person promptly divests itself of enough Common Shares to
reduce the number of shares beneficially owned by that person to below the 15%
threshold. In addition, AEW Partners III, L.P. will not become an Acquiring
Person solely as a result of an acquisition of shares acquired under its
agreements entered into with the Company in February 1999.
Until the Distribution Date (or the earlier redemption, exchange or
expiration of the Rights): (i) the Rights will be evidenced by the Common Share
certificates and will be transferred with and only with those Common Share
certificates, (ii) new Common Share certificates issued after the Record Date
will include a notation incorporating the Rights Agreement by reference, and
(iii) the surrender for transfer of any certificate for Common Shares will also
constitute the transfer of the Rights associated with the Common Shares
represented by that certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on May 24, 2009, unless previously redeemed or
exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Right Certificates
will be mailed to holders of record of Common Shares as of the close of business
on the Distribution Date and, thereafter, the separate Right Certificates alone
will represent the Rights. Except as otherwise determined by the Board of
Directors, only Common Shares issued prior to the Distribution Date will be
issued with Rights.
If a Share Acquisition Date occurs, proper provision will be made so
that each holder of a Right (other than an Acquiring Person or associates or
affiliates thereof, whose Rights will become null and void) thereafter has the
right to receive upon exercise that number of Preferred Units having a market
value of two times the exercise price of the Right (that right being referred to
as the "Subscription Right"). If, at any time following the Share Acquisition
Date: (i) the Company consolidates with, or
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merges with and into, any Acquiring Person or any associate or affiliate
thereof, and the Company is not the continuing or surviving corporation, (ii)
any Acquiring Person or any associate or affiliate thereof consolidates with the
Company, or merges with and into the Company and the Company is the continuing
or surviving corporation of that merger and, in connection with that merger, all
or part of the Common Shares are changed into or exchanged for stock or other
securities of any other person or cash or any other property, or (iii) 50% or
more of the Company's assets or earning power is sold, mortgaged or otherwise
transferred, each holder of a Right will thereafter have the right to receive,
upon exercise, common stock of the acquiring company having a market value equal
to two times the exercise price of the Right (that right being referred to as
the "Merger Right"). Each holder of a Right will continue to have the Merger
Right whether or not that holder has exercised the Subscription Right, but
Rights that are or were beneficially owned by an Acquiring Person may (under
certain circumstances specified in the Rights Agreement) become null and void.
At any time after a Share Acquisition Date occurs, the Board of
Directors may, at its option, exchange Common Shares or Preferred Units for all
or any part of the then outstanding and exercisable Rights (which excludes
Rights held by an Acquiring Person) at an exchange ratio of one Common Share or
one Preferred Unit per Right. However, the Board of Directors generally will not
be empowered to effect any such exchange at any time after any person becomes
the beneficial owner of 50% or more of the Common Shares.
The Exercise Price payable, and the number of Preferred Units or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a share
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) if holders of the Preferred Shares are granted certain rights or
warrants to subscribe for Preferred Shares or convertible securities at less
than the current market price of the Preferred Shares, or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to in (i) and (ii)).
With certain exceptions, no adjustment in the Exercise Price will be
required until cumulative adjustments amount to at least 1% of the Exercise
Price. The Company is not obligated to issue fractional Preferred Units. If the
Company elects not to issue fractional Preferred Units, in lieu thereof an
adjustment in cash will be made based on the fair market value of the Preferred
Shares on the last trading date prior to the date of exercise.
The Rights may be redeemed in whole, but not in part, at a price of
$0.01 per Right (payable in cash, Common Shares or other consideration
considered appropriate by the Board of Directors) by the Board of Directors only
until the earlier of (i) the close of business on the calendar day after the
Share Acquisition Date, and (ii) the expiration date of the Rights Agreement.
Immediately upon any action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and thereafter the only right of the holders
of Rights will be to receive the redemption price.
The Rights Agreement may be amended by the Board of Directors in its
sole discretion until the earlier of the Distribution Date and the date on which
the rights become nonredeemable, as described above. After the earlier of those
two dates, the Board of Directors may, subject to certain limitations set forth
in the Rights Agreement, amend the Rights Agreement only to cure any ambiguity,
defect or inconsistency, to shorten or lengthen any time period, or to make
changes that do not adversely affect the interests of Rights holders (excluding
the interests of an Acquiring Person or associates or affiliates thereof).
Until a Right is exercised, the holder will have no rights as a
shareholder of the Company (beyond those as an existing shareholder), including
the right to vote or to receive dividends. While the
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distribution of the Rights will not be taxable to shareholders or to the
Company, shareholders may, depending upon the circumstances, recognize taxable
income if the Rights become exercisable for Preferred Units, other securities of
the Company or other consideration, or for common shares of an acquiring
company.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
in a transaction not approved by the Board of Directors of the Company. The
Rights should not interfere with any merger or other business combination
approved by the Board of Directors of the Company, since the Rights Agreement
may be amended prior to the Distribution Date, as described above, and the
Rights may be redeemed until the calendar day after a Share Acquisition Date, as
described above.
Item 2. Exhibits
Exhibit 1 Rights Agreement
Exhibit 2 Certificate of Amendment to the Company's Amended and Restated
Articles of Incorporation, as amended
Exhibit 3 Form of Right Certificate (filed as Exhibit B to the Rights
Agreement)
Exhibit 4 Summary of Rights to Purchase Preferred Shares (filed as Exhibit
C to the Rights Agreement)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
BOYKIN LODGING COMPANY
Date: June 10, 1999 By:/s/ Paul A. O'Neil
Paul A. O'Neil
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
Exhibit 1 Rights Agreement
Exhibit 2 Certificate of Amendment to the Company's Amended and Restated
Articles of Incorporation, as amended
Exhibit 3 Form of Right Certificate (filed as Exhibit B to the Rights
Agreement)
Exhibit 4 Summary of Rights to Purchase Preferred Shares (filed as Exhibit C
to the Rights Agreement)