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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1998
REGISTRATION NO. 333-39369
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BOYKIN LODGING COMPANY
(Exact name of Registrant as specified in its charter)
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Ohio 34-1824586
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
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Terminal Tower, Suite 1500
50 Public Square
Cleveland, Ohio 44113-2258
(216) 241-6375
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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Robert W. Boykin
Terminal Tower, Suite 1500
50 Public Square
Cleveland, Ohio 44113-2258
(216) 241-6375
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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With a copy to:
Robert A. Weible, Esq.
Baker & Hostetler LLP
3200 National City Center
1900 East Ninth Street
Cleveland, Ohio 44114-3485
(216) 621-0200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
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1.1 -- Form of Underwriting Agreement for Equity Securities (1)
4.1 -- Amended Articles of Incorporation (2) (3)
4.2 -- Code of Regulations (2)
4.3 -- Specimen Certificate for Common Shares (2)
4.4 -- Form of Preferred Share Certificate (1)
4.5 -- Form of Deposit Agreement and Depositary Receipt (1)
4.6 -- Form of Common Share Warrant Agreement (1)
4.7 -- Form of Preferred Share Warrant Agreement (1)
5 -- Opinion of Baker & Hostetler LLP (4)
8 -- Opinion of Baker & Hostetler LLP regarding tax matters (1)
12.1 -- Calculation of Ratios of Earnings to Combined Fixed Charges and Preferred Share
Dividends (4)
23.1 -- Consent of Arthur Andersen LLP (4)
23.2 -- Consent of Baker & Hostetler LLP (included in Exhibit 5)
23.3 -- Consent of Arthur Andersen LLP
23.4 -- Consent of Arthur Andersen LLP
23.5 -- Consent of KPMG Peat Marwick LLP
23.6 -- Consent of Deloitte & Touche LLP
23.7 -- Consent of Rhea & Ivy P.L.C.
24 -- Power of Attorney (4)
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(1) To be filed by amendment or incorporated by reference prior to the offering
of the related securities.
(2) Incorporated by reference from the Company's Registration Statement on Form
S-11 (Registration Statement No. 333-6341), filed on June 19, 1996, as
amended.
(3) To be filed by amendment or incorporated by reference prior to the offering
of any Preferred Shares or Depository Shares.
(4) Previously filed.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio,
on January 29, 1998.
BOYKIN LODGING COMPANY
By: /s/ ROBERT W. BOYKIN
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Robert W. Boykin, Chairman,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to this Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ ROBERT W. BOYKIN Chairman, Chief Executive January 29, 1998
- ------------------------------------------ Officer and Director
ROBERT W. BOYKIN (Principal Executive
Officer)
/s/ RAYMOND P. HEITLAND Chief Financial Officer and January 29, 1998
- ------------------------------------------ Director
RAYMOND P. HEITLAND (Principal Financial and
Accounting Officer)
Director January , 1998
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IVAN J. WINFIELD
LEE C. HOWLEY, JR.* Director January 29, 1998
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LEE C. HOWLEY, JR.
FRANK E. MOSIER* Director January 29, 1998
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FRANK E. MOSIER
WILLIAM H. SCHECTER* Director January 29, 1998
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WILLIAM H. SCHECTER
ALBERT T. ADAMS* Director January 29, 1998
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ALBERT T. ADAMS
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*By: /s/ ROBERT W. BOYKIN
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ROBERT W. BOYKIN, ATTORNEY-IN-FACT
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EXHIBIT INDEX
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EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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1.1 -- Form of Underwriting Agreement for Equity Securities (1)
4.1 -- Amended Articles of Incorporation (2) (3)
4.2 -- Code of Regulations (2)
4.3 -- Specimen Certificate for Common Shares (2)
4.4 -- Form of Preferred Share Certificate (1)
4.5 -- Form of Deposit Agreement and Depositary Receipt (1)
4.6 -- Form of Common Share Warrant Agreement (1)
4.7 -- Form of Preferred Share Warrant Agreement (1)
5 -- Opinion of Baker & Hostetler LLP (4)
8 -- Opinion of Baker & Hostetler LLP regarding tax matters (1)
12.1 -- Calculation of Ratios of Earnings to Combined Fixed Charges and Preferred Share
Dividends (4)
23.1 -- Consent of Arthur Andersen LLP (4)
23.2 -- Consent of Baker & Hostetler LLP (included in Exhibit 5)
23.3 -- Consent of Arthur Andersen LLP
23.4 -- Consent of Arthur Andersen LLP
23.5 -- Consent of KPMG Peat Marwick LLP
23.6 -- Consent of Deloitte & Touche LLP
23.7 -- Consent of Rhea & Ivy P.L.C.
24 -- Power of Attorney (4)
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(1) To be filed by amendment or incorporated by reference prior to the offering
of the related securities.
(2) Incorporated by reference from the Company's Registration Statement on Form
S-11 (Registration Statement No. 333-6341), filed on June 19, 1996, as
amended.
(3) To be filed by amendment or incorporated by reference prior to the offering
of any Preferred Shares or Depository Shares.
(4) Previously filed.
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Exhibit 23.3
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated August 14, 1997
included in Boykin Lodging Company's Form 8-K dated January 28, 1998 and to all
references to our Firm included in this Registration Statement.
Arthur Andersen LLP
Cleveland, Ohio,
January 29, 1998
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Exhibit 23.4
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 7, 1995
included in Red Lion Inns Limited Partnership's Form 10-K for the year ended
December 31, 1996, included in Boykin Lodging Company's Form 8-K dated January
28, 1998, and to all references to our Firm included in this Registration
Statement.
Arthur Andersen LLP
Portland, Oregon,
January 29, 1998
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Exhibit 23.5
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post Effective Amendment
No. 1 to the registration statement (No. 333-39369) on Form S-3 of Boykin
Lodging Company of our report dated February 26, 1997, with respect to the
consolidated balance sheet of Red Lion Inns Limited Partnership and its
subsidiary limited partnership (the "Partnership") as of December 31, 1996 and
the related consolidated statements of income, partners' capital and cash flows
for the year then ended, which report appears in the Form 8-K of Boykin Lodging
Company dated January 28, 1998.
KPMG Peat Marwick LLP
Orange County, California
January 29, 1998
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Exhibit 23.6
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this Registration Statement of
Boykin Lodging Company on Form S-3 (333-39369) of our report dated February
24, 1996 (March 14, 1996 as to Note 5), appearing in the annual report on Form
10-K of Red Lion Inns Limited Partnership for the year ended December 31, 1996.
Deloitte & Touche LLP
Portland, Oregon,
January 29, 1998
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Exhibit 23.7
CONSENT OF RHEA & IVY P.L.C.
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated March 6, 1997,
except for Note 3 as to which the date is July 23, 1997, included in Boykin
Lodging Company's Form 8-K dated January 28, 1998 and to all references
to our Firm included in this Registration Statement.
Rhea & Ivy P.L.C.
Memphis, Tennessee,
January 28, 1998
