Boykin Lodging Company Adopts Shareholder Rights Plan

Boykin Lodging Company (NYSE:BOY) announced today that its Board of Directors has adopted a Shareholder Rights Plan in order to protect the interests of the Company and its shareholders if any hostile takeover activity should occur. The Company emphasized that adoption of the Plan is not in response to any acquisition proposal, and the Company is not aware of any such proposal.

Over 3,000 companies have adopted shareholder rights plans, including more than two-thirds of all S&P 500 companies and over one-half of all Business Week 1000 companies. Seventeen real estate investment trusts (REITs) have adopted rights plans in the past year.


“The Shareholder Rights Plan protects our shareholders against coercive and abusive acquisition techniques, encourages a potential acquirer to negotiate directly with our Board for the benefit of all shareholders, allows the Board adequate time to consider a takeover proposal, and provides increased assurance that a potential acquirer would pay an appropriate premium for all of the Company’s common shares,” said Robert W. Boykin, Chairman of the Board of Directors, President and Chief Executive Officer.


To implement the Plan, the Board has declared a distribution of one Right for each of the Company’s outstanding common shares. Each Right entitles the holder to purchase from the Company 1/1000th of a Class A Series 1999-A Noncumulative Preferred Share (a “Preferred Share”) at a purchase price of $40 per Right, subject to adjustment. One one-thousandth of a Preferred Share is intended to be approximately the economic equivalent of one common share. The Rights will expire on May 24, 2009, unless redeemed by the Company as described below.


At the time of adoption of the Plan, the Rights will not be exercisable and will trade with the Company’s common shares. The Rights will become exercisable if a person or group becomes the beneficial owner of 15% or more of the then-outstanding common shares of the Company or announces an offer to acquire 15% or more of the Company’s then-outstanding common shares.

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If a person or group acquires 15% or more of the Company’s outstanding common shares, then each Right not owned by the acquiring person or its affiliates will entitle its holder to purchase, at the Right’s then-current exercise price, fractional preferred shares that are approximately the economic equivalent of common shares (or, in certain circumstances, common shares, cash, property or other securities of the Company) having a market value equal to twice the then-current exercise price. In addition, if, after the Rights become exercisable, the Company is acquired in a merger or other business combination transaction with an acquiring person or its affiliates or sells 50% or more of its assets or earnings power to an acquiring person or its affiliates, each Right will entitle its holder to purchase, at the Right’s then-current exercise price, a number of the acquiring company’s common shares having a market value of twice the Right’s exercise price. AEW Partners III, L.P. will not become an acquiring person or trigger the separation of the Rights from the Company’s common shares solely as a result of an acquisition of shares acquired under its agreements entered into with the Company in February 1999.


The Board of Directors may redeem the Rights, in whole, but not in part, at a price of $.01 per Right. The distribution of the Rights will be made on June 15, 1999 to shareholders of record on that date. The initial distribution of Rights is not taxable to shareholders.


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