-----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, JPc9vSrrsMpii4/eQY8CLIAmdDLzJ4C9XNNu9lQxEAQBopEGzRTgbybtaAxOkEz2 t6Akys7UucgOlVESvmiFxw== 0000950142-00-000060.txt : 20000202 0000950142-00-000060.hdr.sgml : 20000202 ACCESSION NUMBER: 0000950142-00-000060 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000118 GROUP MEMBERS: 1994 WILLIAM J. YUNG FAMILY TRUST GROUP MEMBERS: CASUARINA CAYMAN HOLDINGS LTD. GROUP MEMBERS: EDGECLIFF HOLDINGS, LLC GROUP MEMBERS: EDGECLIFF MANAGEMENT, LLC GROUP MEMBERS: JOSEPH YUNG GROUP MEMBERS: THE 1998 WILLIAM J. YUNG & MARTHA A. YUNG FAM. TST GROUP MEMBERS: WILLIAM J. YUNG GROUP MEMBERS: YUNG WILLIAM J SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LODGIAN INC CENTRAL INDEX KEY: 0001066138 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 522093696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54947 FILM NUMBER: 508682 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: YUNG WILLIAM J CENTRAL INDEX KEY: 0001097189 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 207 GRANDVIEW DRIVE CITY: FT MITCHELL STATE: KY ZIP: 41017 BUSINESS PHONE: 6063310091 MAIL ADDRESS: STREET 1: 207 GRANDVIEW DRIVE CITY: FT MITCHELL STATE: KY ZIP: 41017 SC 13D/A 1 AMENDMENT NO. 5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) LODGIAN, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 54021P106 (CUSIP Number) Edgecliff Holdings, LLC Casuarina Cayman Holdings Ltd. Edgecliff Management, LLC 1994 William J. Yung Family Trust Joseph Yung William J. Yung The 1998 William J. Yung and Martha A. Yung Family Trust 207 Grandview Drive Fort Mitchell, Kentucky 41017 Attn: Mr. William J. Yung with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019-6064 Attn: James M. Dubin, Esq. January 18, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 54021P106 Page 2 --------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Edgecliff Holdings, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP */ (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS */ OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,091,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES */ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.08687% 14 TYPE OF REPORTING PERSON */ OO - ---------- */ See Instructions Before Filling Out SCHEDULE 13D CUSIP No. 54021P106 Page 3 --------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Casuarina Cayman Holdings Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP */ (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS */ WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,091,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES */ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.08687% 14 TYPE OF REPORTING PERSON */ CO - ---------- */ See Instructions Before Filling Out SCHEDULE 13D CUSIP No. 54021P106 Page 4 --------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Edgecliff Management, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP */ (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS */ OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,091,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES */ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.08687% 14 TYPE OF REPORTING PERSON */ OO - ---------- */ See Instructions Before Filling Out SCHEDULE 13D CUSIP No. 54021P106 Page 5 --------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 1994 William J. Yung Family Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP */ (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS */ Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,091,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES */ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.08687% 14 TYPE OF REPORTING PERSON */ OO - ---------- */ See Instructions Before Filling Out SCHEDULE 13D CUSIP No. 54021P106 Page 6 --------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Joseph Yung, Investment Advisor to the 1994 William J. Yung Family Trust and The 1998 William J. Yung and Martha A. Yung Family Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP */ (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS */ Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,091,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES */ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.08687% 14 TYPE OF REPORTING PERSON */ IN - ---------- */ See Instructions Before Filling Out SCHEDULE 13D CUSIP No. 54021P106 Page 7 --------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS William J. Yung 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP */ (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS */ Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7 SOLE VOTING POWER NUMBER OF 3,091,800 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER 3,091,800 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,091,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES */ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.08687% 14 TYPE OF REPORTING PERSON */ IN - ---------- */ See Instructions Before Filling Out SCHEDULE 13D CUSIP No. 54021P106 Page 8 --------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS The 1998 William J. Yung and Martha A. Yung Family Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP */ (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS */ Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,091,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES */ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.08687% 14 TYPE OF REPORTING PERSON */ OO - ---------- */ See Instructions Before Filling Out 9 Item 1. Security and Issuer. ------------------- Item 1 is restated in its entirety as follows. This Schedule 13D relates to the Common Stock, par value $.01 per share (the "Shares"), of Lodgian, Inc., a Delaware corporation. The address of Lodgian, Inc.'s principal executive offices is Two Live Oak Center, 3445 Peachtree Road, N.E., Suite 700, Atlanta, Georgia 30326. Item 2. Identity and Background. ----------------------- Unchanged. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- The information below supplements the information previously reported in Item 3. Casuarina Cayman Holdings Ltd. ("Casuarina") has expended $723,487.50 on the purchases described in Item 5 below. Cash generally available in the business of Casuarina was used, and no borrowed funds were involved for the purchases by Casuarina described in Item 5 below. Item 4. Purpose of Transaction. ---------------------- Unchanged. Item 5. Interest in Securities of the Issuer. ------------------------------------ The information below supplements the information previously reported in Item 5. Casuarina directly owns 493,700 Shares, which represents 1.77035% of the outstanding Shares. William J. Yung may be deemed to control Casuarina and, therefore, William J. Yung and Casuarina may be deemed to have beneficial ownership and voting and dispositive control of all of such Shares held of record by Casuarina. In addition, the 1994 William J. Yung Family Trust (the "1994 Trust"), The 1998 William J. Yung and Martha A. Yung Family Trust (the "1998 Trust"), Edgecliff Holdings, LLC ("Holdings"), Edgecliff Management, LLC ("Management"), Joseph Yung and William J. Yung, may, pursuant to Rule 13d-5 of the Securities Exchange Act of 1934 (the "Securities Act"), be deemed to be the beneficial owner of the 493,700 Shares owned directly by Casuarina. Holdings directly owns 2,598,100 Shares, which represents 9.31651% of the outstanding Shares. William J. Yung as the sole managing member of Management, which is the sole managing member of Holdings, may be deemed to control Holdings and, therefore, William J. Yung and Holdings may be deemed to have beneficial ownership and voting and dispositive control of all of such Shares held of record by Holdings. In addition, 10 Casuarina, the 1994 Trust, the 1998 Trust, Holdings, Management, Joseph Yung and William J. Yung, may, pursuant to Rule 13d-5 of the Securities Act, be deemed to be the beneficial owner of the 2,598,100 Shares owned directly by Holdings. Set forth below is a schedule of transactions of the Shares effected by Casuarina after December 28, 1999, all of which involved purchases of Shares by Casuarina which were made through broker/dealer transactions. Date of Transaction No. of Shares Purchase Price Per Share - ------------------- ------------- ------------------------ December 29, 1999 34,000 $5.000 January 7, 2000 16,100 $4 - 7/8 January 11, 2000 50,000 $4 - 3/4 January 12, 2000 50,000 $4 - 3/4 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. --------------------------------------------------------------------- The information below supplements the information previously reported in Item 6. Casuarina has been attempting to obtain from Lodgian, Inc. certain due diligence materials, but to date Lodgian, Inc. has refused to supply such materials. On January 18, 2000, Casuarina delivered a letter to Lodgian, Inc. This letter is attached hereto as Exhibit 7 and is incorporated herein by reference. Item 7. Material to be Filed as Exhibits. -------------------------------- Item 7 is hereby amended and restated in its entirety to read as follows: Exhibit 1. Engagement Letter between Casuarina Cayman Holdings Ltd. and Greenhill & Co., LLC, dated November 10, 1999. 1/ Exhibit 2. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated November 16, 1999. 2/ - -------- 1/ Filed as an Exhibit to Amendment No. 1 to the Schedule 13D. 2/ Filed as an Exhibit to Amendment No. 2 to the Schedule 13D. 11 Exhibit 3. Letter to Casuarina Cayman Holdings Ltd. from Lodgian, Inc., dated November 19, 1999. 3/ Exhibit 4. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated November 22, 1999. 3/ Exhibit 5. Joint Filing Agreement, dated November 22, 1999, among Casuarina Cayman Holdings Ltd., the 1994 William J. Yung Family Trust, Joseph Yung and William J. Yung. 3/ Exhibit 6. Joint Filing Agreement, dated December 29, 1999, among Edgecliff Holdings, LLC, Casuarina Cayman Holdings Ltd., Edgecliff Management, LLC, 1994 William J. Yung Family Trust, Joseph Yung, William J. Yung and The 1998 William J. Yung and Martha A. Yung Family Trust. 4/ Exhibit 7. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated January 18, 2000. 5/ Exhibit 8. Joint Filing Agreement, dated January 18, 2000, among Edgecliff Holdings, LLC, Casuarina Cayman Holdings Ltd., Edgecliff Management, LLC, 1994 William J. Yung Family Trust, Joseph Yung, William J. Yung and The 1998 William J. Yung and Martha A. Yung Family Trust. 5/ - -------- 3/ Filed as an Exhibit to Amendment No. 3 to the Schedule 13D. 4/ Filed as an Exhibit to Amendment No. 4 to the Schedule 13D. 5/ Filed herewith. 12 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 18, 2000 EDGECLIFF HOLDINGS, LLC By: /s/ William J. Yung ------------------- Name: William J. Yung Title: President CASUARINA CAYMAN HOLDINGS LTD. By: /s/ William J. Yung ------------------- Name: William J. Yung Title: President EDGECLIFF MANAGEMENT, LLC By: /s/ William J. Yung ------------------- Name: William J. Yung Title: President 1994 WILLIAM J. YUNG FAMILY TRUST By: The Fifth Third Bank, as Trustee By: /s/ Timothy A. Rodgers ---------------------- Name: Timothy A. Rodgers Title: Trust Officer 13 /s/ Joseph Yung --------------- Joseph Yung /s/ William J. Yung ------------------- William J. Yung THE 1998 WILLIAM J. YUNG AND MARTHA A. YUNG FAMILY TRUST By: The Fifth Third Bank, as Trustee By: /s/ Timothy A. Rodgers ---------------------- Name: Timothy A. Rodgers Title: Trust Officer 14 Exhibit Index Exhibit Description ------- ----------- 1. Engagement Letter between Casuarina Cayman Holdings Ltd. and Greenhill & Co., LLC, dated November 10, 1999. 1/ 2. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated November 16, 1999. 2/ 3. Letter to Casuarina Cayman Holdings Ltd. from Lodgian, Inc., dated November 19, 1999. 3/ 4. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated November 22, 1999. 3/ 5. Joint Filing Agreement, dated November 22, 1999, among Casuarina Cayman Holdings Ltd., the 1994 William J. Yung Family Trust, Joseph Yung and William J. Yung. 3/ 6. Joint Filing Agreement, dated December 29, 1999, among Edgecliff Holdings, LLC, Casuarina Cayman Holdings Ltd., Edgecliff Management, LLC, 1994 William J. Yung Family Trust, Joseph Yung, William J. Yung and The 1998 William J. Yung and Martha A. Yung Family Trust. 4/ 7. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated January 18, 2000. 5/ 8. Joint Filing Agreement, dated January 18, 2000, among Edgecliff Holdings, LLC, Casuarina Cayman Holdings Ltd., Edgecliff Management, LLC, 1994 William J. Yung Family Trust, Joseph Yung, William J. Yung and The 1998 William J. Yung and Martha A. Yung Family Trust. 5/ - -------- 1/ Filed as an Exhibit to Amendment No. 1 to the Schedule 13D. 2/ Filed as an Exhibit to Amendment No. 2 to the Schedule 13D. 3/ Filed as an Exhibit to Amendment No. 3 to the Schedule 13D. 4/ Filed as an Exhibit to Amendment No. 4 to the Schedule 13D. 5/ Filed herewith. EX-7 2 EXHIBIT 7 15 Exhibit 7 CASUARINA CAYMAN HOLDINGS LTD 207 GRANDVIEW DRIVE FORT MITCHELL, KY 41017 January 18, 2000 Mr. Joseph C. Calabro Chairman of the Office of the Chairman Lodgian, Inc. 3445 Peachtree Road, N.E. Suite 700 Atlanta, GA 30325 Dear Mr. Calabro: As you know, we have been exceedingly patient with Lodgian management, yourself included, in our attempt to provide Lodgian shareholders with a transaction that maximizes shareholder value. However, we have been met with an overwhelming lack of cooperation in our attempts to obtain customary due diligence information. Your ongoing refusal to provide us with the customary due diligence information we seek, coupled with your January 12 announcement that Lodgian's 1999 earnings will be 24-28% below consensus analyst estimates and that 2000 earnings will essentially be flat, necessarily means that we must re-examine our valuation of Lodgian. Accordingly, we are no longer willing to offer Lodgian shareholders $6.50 per share in cash. In addition, as Lodgian's largest shareholder, we must express our surprise and deep disappointment with the poor operating results posted by management. We strongly recommend that you promptly reconsider your refusal to grant us access to the information we have requested. I look forward to a prompt response. Very truly yours, /s/ William J. Yung - ------------------- William J. Yung President EX-8 3 EXHIBIT 8 16 Exhibit 8 Joint Filing Agreement Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit (the "Schedule 13D"), and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of each of the undersigned. This Agreement may be signed by the undersigned in separate counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Dated: January 18, 2000 EDGECLIFF HOLDINGS, LLC By: /s/ William J. Yung ------------------- Name: William J. Yung Title: President CASUARINA CAYMAN HOLDINGS LTD. By: /s/ William J. Yung ------------------- Name: William J. Yung Title: President EDGECLIFF MANAGEMENT, LLC By: /s/ William J. Yung ------------------- Name: William J. Yung Title: President 17 1994 WILLIAM J. YUNG FAMILY TRUST By: The Fifth Third Bank, as Trustee By: /s/ Timothy A. Rodgers ---------------------- Name: Timothy A. Rodgers Title: Trust Officer /s/ Joseph Yung --------------- Joseph Yung /s/ William J. Yung ------------------- William J. Yung THE 1998 WILLIAM J. YUNG AND MARTHA A. YUNG FAMILY TRUST By: The Fifth Third Bank, as Trustee By: /s/ Timothy A. Rodgers ---------------------- Name: Timothy A. Rodgers Title: Trust Officer -----END PRIVACY-ENHANCED MESSAGE-----