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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 1996 Commission file number 001-11975
BOYKIN LODGING COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Ohio 34-1824586
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Terminal Tower, Suite 1500, 50 Public Square 44113
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(Address of Principal Executive Office) (Zip Code)
(216) 241-6375
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(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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TITLE OF CLASS NAME OF EXCHANGE ON WHICH REGISTERED
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Common Shares, Without Par Value New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
State the aggregate market value of the voting stock held by nonaffiliates of
the Registrant:
$217,669,644 computed based on the closing price of the
Common Shares on March 20, 1997.
The number of Common Shares, without par value, outstanding as of March 20,
1997: 9,516,251
DOCUMENTS INCORPORATED BY REFERENCE:
Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May
6, 1997, into Part III, Items 10, 11, 12, and 13.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
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March 28, 1997 BOYKIN LODGING COMPANY
By: /s/ Robert W. Boykin
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Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
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March 28, 1997 /s/ ROBERT W. BOYKIN
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Robert W. Boykin
Director, Chairman of the Board,
President and Chief Executive Officer
Principal Executive Officer)
March 28, 1997 /s/ RAYMOND P. HEITLAND
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Raymond P. Heitland
Director, Chief Financial Officer
(Principal Accounting Officer)
March 28, 1997 /s/ IVAN J. WINFIELD
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Ivan J. Winfield
Director
March 28, 1997 /s/ LEE C. HOWLEY, JR.
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Lee C. Howley, Jr.
Director
March 28, 1997 /s/ FRANK E. MOSIER
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Frank E. Mosier
Director
March 28, 1997
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William N. Hulett III
Director
March 28, 1997 /s/ ALBERT T. ADAMS
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Albert T. Adams
Director
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EXHIBIT INDEX
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SEQUENTIALLY
NUMBERED
EXHIBIT PAGES
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3.1 Amended and Restated Articles of Incorporation *
3.2 Code of Regulations *
4.1 Specimen Share Certificate *
10.1 Limited Partnership Agreement of Boykin Hotel Properties, L.P. *
10.2 Form of Registration Rights Agreement *
10.3 Long-Term Incentive Plan *
10.4 Directors' Deferred Compensation Plan *
10.5 Employment Agreement between the Company and Robert W. Boykin *
10.6 Employment Agreement between the Company and Raymond P. Heitland *
10.7 Employment Agreement between the Company and Mark L. Bishop *
10.8 Form of Percentage Lease *
10.9 Intercompany Convertible Note *
10.10 Agreements with General Partners of the Contributed Partnerships *
10.11 Form of Noncompetition Agreement *
10.12 Alignment of Interests Agreement *
11 Statement re Computation of Per Share Earnings
21 Subsidiaries of the Registrant
27 Financial Data Schedules
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* Incorporated by reference from Amendment No. 3 to the Company's registration
statement on Form S-11 (Registration No. 333-6341) (the "Form S-11") filed on
October 24, 1996. Each of the above exhibits has the same exhibit number in
the Form S-11.
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Exhibit 21
SUBSIDIARIES OF THE REGISTRANT
Boykin Hotel Properties, L.P., an Ohio limited partnership, doing business under
the same name.
