-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QEVHPcfTdgAB8zuTXRWWkHCnBL4K3GbtumBaNUowYkR0E+U22G9TyD5wNNXQAmmh WEczjxfe61YiVVbODkjR8w== /in/edgar/work/20000725/0000914121-00-000619/0000914121-00-000619.txt : 20000921 0000914121-00-000619.hdr.sgml : 20000921 ACCESSION NUMBER: 0000914121-00-000619 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000725 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LODGIAN INC CENTRAL INDEX KEY: 0001066138 STANDARD INDUSTRIAL CLASSIFICATION: [7011 ] IRS NUMBER: 522093696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14537 FILM NUMBER: 678041 BUSINESS ADDRESS: STREET 1: 3445 PEACHTREE ROAD N E SUITE 700 CITY: ATLANTA STATE: CA ZIP: 30326 BUSINESS PHONE: 4043649400 MAIL ADDRESS: STREET 1: 3445 PEACHTREE ROAD N E SUITE 700 CITY: ATLANTA STATE: CA ZIP: 30326 8-K 1 0001.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 -------------------- Date of Report: July 25, 2000 LODGIAN, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 001-14537 52-2093696 - ---------------------------- ---------------- ---------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 3445 Peachtree Road, N.E., Suite 700, Atlanta, Georgia 30326 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (404) 364-9400 ITEM 5. OTHER EVENTS. Lodgian, Inc, Inc. (the "Corporation") has issued a press release announcing the date of its 2000 Annual Stockholders Meeting as October 12, 2000, and has attached the release as an exhibit to this Form 8-K. The meeting will be held at 10:00 a.m. in Atlanta, Georgia. Further details will be provided at a later date. ITEM 7. EXHIBITS. EX. 99-1 Press Release dated July 25, 2000. SIGNATURE Pursuant to the requirements 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. LODGIAN, INC. By /s/ Robert S. Cole ----------------------------------------- Name: Robert S. Cole Title: President and Chief Executive Officer Date: July 25, 2000 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99-1 Press Release dated July 25, 2000 EX-99.1 2 0002.txt PRESS RELEASE DATED JULY 25, 2000 LODGIAN, INC. 3445 PEACHTREE ROAD ATLANTA, GA 30326 www.lodgian.com NYSE: LOD [GRAPHIC OMITTED] AT LODGIAN, INC. Robert Cole Thomas Eppich Chief Executive Officer Chief Financial Officer rcole@lodgian.com teppich@lodgian.com (404) 365-3800 (404) 365-4469 AT THE FINANCIAL RELATIONS BOARD / BSMG (WWW.FRBINC.COM) Todd Tarbox Georganne Palffy Darcy Bretz General Information Analysts/Investors Media Inquiries ttarbox@frb.bsmg.com gpalffy@frb.bsmg.com dbretz@frb.bsmg.com (312) 640-6742 (312) 640-6768 (312) 640-6756 FOR IMMEDIATE RELEASE TUESDAY, JULY 25, 2000 LODGIAN ANNOUNCES PORTFOLIO OF HOTELS TO BE SOLD AND DATE OF ANNUAL SHAREHOLDER MEETING ATLANTA--JULY 25, 2000--LODGIAN, INC., (NYSE: LOD), today announced that it has entered into an Agreement to sell ten of the Company's hotels, located in Alaska, California, Idaho, New Mexico and Oregon to Sunstone Hotel Investors, LLC for $132 million in cash. The closing of this transaction is anticipated to occur no later than September 30, 2000 and is subject to customary closing conditions. Proceeds will be used substantially to pay down debt. "This transaction is consistent with Lodgian's previously announced strategy of reducing debt by selling hotels, particularly those properties in markets where the Company has concerns regarding future business trends," commented Robert S. Cole, Lodgian's Chief Executive Officer. "The pricing of this deal not only reflects an attractive cash flow multiple given today's overall hotel real estate market environment, but also reflects a meaningful premium to the Company's 2000 EBITDA multiple implied by our current stock price. In addition, closing this transaction will be a significant step towards improving Lodgian's overall leverage." The properties to be sold include five Holiday Inns, two Hilton Garden Inns, as well as one Sheraton, one Courtyard by Marriott, and one Marriott, comprising a total of 2,135 rooms (see attached schedule). Several of these hotels are in markets that are experiencing some level of weakness as a result of recent, significant additions to supply. The purchase price reflects an approximate 11% capitalization rate, after capital reserves and management fees, of the 2000 estimated cash flow of the hotels to be sold or a multiple of 8x earnings before interest, taxes, depreciation and amortization (EBITDA). Upon closing, Lodgian will reduce its annual interest expense by more than $11 million, based on current interest rates. The Company expects to record a pre-tax loss associated with the sale of these hotels of approximately $50 million. There are other potential transactions in various stages of the Company's disposition pipeline, which, if they occur, will result in gains that would somewhat offset this loss. Additionally, Lodgian announces that its Annual Shareholder Meeting has been scheduled for October 12, 2000. The meeting will take place at 10:00 A.M. in Atlanta and further details will be provided at a later date. ABOUT LODGIAN Lodgian, Inc. owns or manages a portfolio of 128 hotels with approximately 24,000 rooms in 35 states and Canada. The hotels are primarily full service, providing food and beverage service, as well as meeting facilities. Substantially all of Lodgian's hotels are affiliated with nationally recognized hospitality brands such as Holiday Inn, Crowne Plaza, Marriott, Sheraton, Hilton, Doubletree and Westin. Lodgian's common shares are listed on the New York Stock Exchange under the symbol "LOD". Lodgian is a component of both the Russell 2000(R) Index, representing small cap stocks, and the Russell 3000(R) Index, representing the broader market. FORWARD-LOOKING STATEMENTS Note: Statements in this press release that are not strictly historical are "forward-looking" statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, which may cause the company's actual results in the future to differ materially from expected results. These risks include, among others, competition within the lodging and contract service industries; the relationship between supply and demand for hotel rooms; the effects of economic conditions; issues associated with the ongoing integration of the former Servico, Inc. and Impac Hotel Group, LLC; the acquisition and renovation of existing hotels and the development of new hotels; operating risks; the cyclical nature of the lodging industry; risks associated with the dependence on franchisers of the company's lodging properties; and the availability of capital to finance planned growth, as described in the company's filings with the Securities and Exchange Commission. FOR MORE INFORMATION ON LODGIAN TOLL-FREE VIA FAX, DIAL 1-800-PRO-INFO (1-800-776-4636), FOLLOW THE VOICE MENU PROMPTS AND ENTER THE COMPANY TICKER LOD (OR 563) OR VISIT THE LODGIAN PAGE ON THE FRB WEB SITE AT WWW.FRBINC.COM VISIT LODGIAN AT WWW.LODGIAN.COM -more- LODGIAN, INC. ADD-2- SCHEDULE OF HOTELS Holiday Inn, Anchorage, AK - 251 rooms Holiday Inn, Boise, ID - 265 rooms Sheraton, Concord, CA - 324 rooms Holiday Inn, Hollywood, CA - 160 rooms Hilton Garden Inn, Lake Oswego, OR - 181 rooms Courtyard by Marriott, Livermore, CA - 121 rooms Marriott, Portland, OR - 249 rooms Hilton Garden Inn, Rio Rancho, NM - 129 rooms Holiday Inn, Riverside, CA - 286 rooms Holiday Inn, Wilsonville, OR - 169 rooms # # # -----END PRIVACY-ENHANCED MESSAGE-----