Boykin Lodging Declares Pre-Closing Common Share and Preferred Share Dividends
28 August 2006 - 3:00PM
PR Newswire (US)
CLEVELAND, Aug. 28 /PRNewswire-FirstCall/ -- Boykin Lodging Company
(NYSE:BOY), a hotel real estate investment trust (REIT), today
announced that its Board of Directors declared dividends related to
its outstanding common shares and its outstanding depositary
shares, each representing a 1/10 fractional interest in a share of
the Company's 10-1/2% Class A Cumulative Preferred Shares, Series
2002-A. The Board of Directors declared a dividend related to its
common shares of $0.60 per share payable to common shareholders of
record as of September 6, 2006. This dividend will be paid on
September 13, 2006. In addition, the Board of Directors declared a
contingent dividend related to its common shares of $2.77 per
share. This contingent dividend will be paid on September 14, 2006
to common shareholders of record as of September 6, 2006, but only
if (i) the Company's common shareholders approve and adopt the
Agreement and Plan of Merger, dated as of May 19, 2006, by and
among Braveheart Investors LP, Braveheart II Realty (Ohio) Corp.,
Braveheart II Properties Holding LLC, Braveheart II Properties
Company LLC, the Company and Boykin Hotel Properties, L.P. at the
Company's special meeting of shareholders to be held on September
12, 2006 and (ii) there is not in effect, as of 5:00 p.m. EDT on
September 13, 2006, the day before the payment date, (a) an
injunction issued by a court of competent jurisdiction with respect
to the closing of the transactions contemplated by the merger
agreement or (b) an order issued by a court of competent
jurisdiction affecting the nature, timing or completion of the
transactions contemplated by the merger agreement. If (i) the
common shareholders do not approve and adopt the merger agreement
at the special meeting or (ii) an injunction or other order
previously described is in effect at 5:00 p.m. EDT on September 13,
2006, the contingent dividend will not be paid. After the record
date and through the payment date of the contingent dividend, the
common shares will be traded with an entitlement to receive the
contingent dividend. Therefore, those shareholders who own common
shares on the record date and sell those shares prior to or on the
payment date will also be selling the right to receive the
contingent dividend. The Company encourages shareholders to consult
with their financial advisors concerning trading of shares with an
entitlement prior to buying or selling common shares. As of the
date hereof, we anticipate approximately 75% of the pre-closing
dividends to be designated as capital gain dividends, assuming a
merger effective time of September 15, 2006. This percentage is
based on the current estimate of the Company's results of
operations through the assumed effective time, and the actual
percentage of the pre-closing dividends designated as capital gains
could differ, including in a material respect, based on events
occurring after the date hereof, including results of operations
after the effective time and tax and other planning strategies
implemented by Braveheart Investors LP. The Board of Directors also
declared a dividend related to the Company's outstanding depositary
shares of $0.539583 per share. This dividend represents the accrued
and unpaid dividends on the depositary shares through September 14,
2006. The dividend on the depositary shares will be paid on
September 14, 2006 to shareholders of record as of September 6,
2006. Under the merger agreement, holders of depositary shares will
also receive unpaid dividends accrued after September 14, 2006 to
the effective date of the merger. Boykin Lodging Company is a real
estate investment trust that focuses on the ownership of
full-service, upscale commercial and resort hotels. The Company
currently owns interests in 20 hotels containing a total of 5,637
rooms located in 13 states, and operating under such
internationally known brands as Doubletree, Marriott, Hilton,
Radisson, Embassy Suites, and Courtyard by Marriott among others.
For more information about Boykin Lodging Company, visit the
Company's website at http://www.boykinlodging.com/. Forward Looking
Statements: This news release contains "forward-looking statements"
within the meaning of Section 21E of the Securities Exchange Act of
1934 regarding the Company, including those statements regarding
the expected effects, timing and completion of the proposed
transactions, among others. Except for historical information, the
matters discussed in this release are forward-looking statements
that involve risks and uncertainties that may cause results to
differ materially from those set forth in those statements. For
example, among other things, (1) the Company may be unable to
obtain shareholder approval required for its proposed merger with
Braveheart Investors LP; (2) conditions to the closing of the
proposed merger may not be satisfied; (3) the proposed merger may
involve unexpected costs or unexpected liabilities; (4) the
businesses of the Company may suffer as a result of uncertainty
surrounding the proposed merger; (5) there is shareholder
litigation pending against the Company and its directors with
respect to the contemplated transactions; and (6) the Company may
be adversely affected by economic, business, and/or competitive
factors, including real estate conditions, and hotel acquisition
and disposition programs. Additional factors that may affect the
future results of the Company are set forth in its filings with the
Securities and Exchange Commission, which are available at
http://www.boykinlodging.com/ and http://www.sec.gov/. Unless
required by law, the Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Additional
Information and Where to Find It: In connection with the proposed
transaction, a definitive proxy statement of Boykin Lodging Company
and other materials have been filed with the SEC. INVESTORS ARE
URGED TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS
CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT BOYKIN
LODGING COMPANY AND THE PROPOSED TRANSACTION. Investors can obtain
free copies of the proxy statement as well as other filed documents
containing information about Boykin Lodging Company at
http://www.sec.gov/, the SEC's free website. Free copies of Boykin
Lodging Company's SEC filings are also available on Boykin Lodging
Company's website, http://www.boykinlodging.com/. Participants in
the Solicitation: Boykin Lodging Company and its executive officers
and directors may be deemed, under SEC rules, to be participants in
the solicitation of proxies from Boykin Lodging Company's
shareholders with respect to the proposed transaction. INFORMATION
REGARDING BOYKIN LODGING COMPANY'S EXECUTIVE OFFICERS AND DIRECTORS
IS SET FORTH IN THE COMPANY'S PROXY STATEMENTS FILED ON APRIL 25,
2006 AND AUGUST 4, 2006. More detailed information regarding the
identity of potential participants, and their direct or indirect
interest, by securities holdings or otherwise, are set forth in the
definitive proxy statement and other material filed with the SEC in
connection with the proposed transaction. Contact: Tara Szerpicki
Investor Relations Boykin Lodging Company (216) 430-1333
DATASOURCE: Boykin Lodging Company CONTACT: Tara Szerpicki,
Investor Relations of Boykin Lodging Company, +1-216-430-1333 Web
site: http://www.boykinlodging.com/
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