SC 13D 1 0001.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11) 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. July 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). CUSIP No. 054923107 Page 2 of 18 Pages SCHEDULE 13D 1 NAME OF REPORTING PERSON 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* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OR ORGANIZATION Kentucky 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,598,100 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.236% 14 TYPE OF REPORTING PERSON* 00 * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 054923107 Page 3 of 18 Pages SCHEDULE 13D 1 NAME OF REPORTING PERSON 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 OR ORGANIZATION Cayman Islands, B.W.I. 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,593,700 2 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.665% 14 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 054923107 Page 4 of 18 Pages SCHEDULE 13D 1 NAME OF REPORTING PERSON 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* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OR ORGANIZATION Kentucky 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,598,100 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.236% 4 TYPE OF REPORTING PERSON* OO * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 054923107 Page 5 of 18 Pages SCHEDULE 13D 1 NAME OF REPORTING PERSON 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 OR ORGANIZATION Ohio 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* 00 * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 52728R 102 Page 6 of 18 Pages SCHEDULE 13D 1 NAME OF REPORTING PERSON 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 OR ORGANIZATION United States of America 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 52728R 102 Page 7 of 18 Pages SCHEDULE 13D 1 NAME OF REPORTING PERSON 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 OR ORGANIZATION United States of America 7 SOLE VOTING POWER NUMBER OF 4,191,800 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 4,191,800 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 4,191,800 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,191,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.901% 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 52728R 102 Page 8 of 18 Pages SCHEDULE 13D 1 NAME OF REPORTING PERSON 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 OR ORGANIZATION Ohio 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT Page 9 of 18 Pages Edgecliff Holdings, LLC ("Edgecliff"), Casuarina Cayman Holdings Ltd. ("Casuarina"), Edgecliff Management, LLC ("Management"), the 1994 William J. Yung Family Trust (the "1994 Trust"), William J. Yung, Joseph Yung, and The 1998 William J. Yung and Martha A. Yung Family Trust (the "1998 Trust") (collectively, the "Reporting Persons") hereby amend the report on Schedule 13D filed by certain of the Reporting Persons on October 19, 1999, as amended by Amendment No. 1 filed on November 12, 1999, as amended by Amendment No. 2 filed on November 16, 1999, as amended by Amendment No. 3 filed on November 22, 1999, as amended by Amendment No. 4 filed on December 29, 1999, as amended by Amendment No. 5, filed on January 18, 2000, as amended by Amendment No. 6 filed on April 7, 2000, as amended by Amendment No. 7 filed on April 18, 2000, as amended by Amendment No. 8 filed on May 4, 2000, as amended by Amendment No. 9 filed on May 30, 2000 and as amended by Amendment No. 10 filed on July 14, 2000 (the "Schedule 13D"), in respect of the common stock, par value $.01 per share, of Lodgian, Inc., a Delaware corporation, as set forth below. Item 1. Security and Issuer. Unchanged Item 2. Identity and Background. Unchanged. Item 3. Source and Amount of Funds or Other Consideration. Unchanged. Item 4. Purpose of Transaction. The information below supplements the information previously reported in item 4. By press release dated July 17, 2000, Lodgian, Inc. responded to Casuarina Cayman Holdings ("Casuarina") and its affiliates' letter dated July 13, 2000. This press release is filed attached hereto as Exhibit 17. Casuarina responded to Lodgian, Inc.'s July 17, 2000 press release by delivering an additional letter to Lodgian, Inc. dated July 17, 2000, clarifying certain inaccuracies in Lodgian, Inc.'s July 17, 2000 press release. This letter is filed attached hereto as Exhibit 18. Item 5. Interest in Securities of the Issuer. Unchanged. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Page 10 of 18 Pages Unchanged. Item 7. Material to be Filed as Exhibits. The Exhibit Index incorporated by reference in Item 7 of the Schedule 13D is hereby supplemented by adding the following to the end thereof. 17. Press Release issued by Lodgian, Inc., dated July 17, 2000. 18. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated July 17, 2000. Page 11 of 18 Pages 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: July 18, 2000 DGECLIFF HOLDINGS, LLC By: /s/ William J. Yung ---------------------- Name: William J. Yung Title: President ASUARINA 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 994 WILLIAM J. YUNG FAMILY TRUST By: The Fifth Third Bank, as Trustee By: /s/ Timothy A. Rodgers ------------------------ Name: Timothy A. Rodgers Title: Trust Officer Page 12 of 18 Pages By: /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 Page 13 of 18 Pages 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/ -------- 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 as an Exhibit to Amendment No. 5 to the Schedule 13D. - Page 14 of 18 Pages 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/ - 9 Complaint, dated April 7, 2000.6/ - 10 Motion, dated April 7, 2000.6/ - 11 Joint Filing Agreement, dated April 7, 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.6 - 12 Notice of Edgecliff Holdings, LLC to Lodgian, Inc., dated April 18, 2000.7/ 13 Preliminary Proxy Statement of Edgecliff Holdings, LLC filed with the Securities and Exchange Commission on April 18, 2000.7/ - 14 Stockholder Request Letter to Lodgian, Inc. from Edgecliff Holdings, LLC, dated April 18, 2000.7/ - 15 Amendment No. 1 to Preliminary Proxy Statement of Edgecliff Holdings, LLC filed with the Securities and Exchange Commission on May 4, 2000.8/ - 16 Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated July 13, 2000.9/ - 17 Press Release issued by Lodgian, Inc., dated July 17, 2000.10/ -------- 5/ Filed as an Exhibit to Amendment No. 5 to the Schedule 13D. - 6/ Filed as an Exhibit to Amendment No. 6 to the Schedule 13D. - 7/ Filed as an Exhibit to Amendment No. 7 to the Schedule 13D. - 8/ Filed as an Exhibit to Amendment No. 8 to the Schedule 13D. - 9/ Filed as an Exhibit to Amendment No. 10 to the Schedule 13D. - 10/ Filed herewith. -- Page 15 of 18 Pages 18. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated July 17, 2000.10/ ---------- 10/ Filed herewith. -- Page 16 of 18 Pages EXHIBIT 17 Lodgian Responds to William Yung ATLANTA, July 17 /PRNewswire/ -- Lodgian , Inc., (NYSE: LOD), in response to a letter received from William Yung, President of Casuarina Cayman Holdings Ltd., the Company sent Mr. Yung the following letter: July 14, 2000 Via Fax & Regular Mail Mr. William J. Yung President Casuarina Cayman Holdings, Ltd. 207 Grandview Drive Ft. Mitchell, KY 41017 Dear Mr. Yung: I have received your letter dated July 13, 2000 with respect to a potential sale of 10 hotels. As a matter of Company policy, we do not comment on possible transactions. Your letter suggests that you were not given the opportunity to bid to acquire the properties in question. For the record, several weeks ago, Morgan Stanley, at our Board's request, contacted your financial advisors to determine if you would be interested in an acquisition of selected properties in one or more portfolio sales. Your advisors responded that you had no interest in portfolio transactions. Sincerely, Robert S. Cole President & Chief Executive Officer Cc: Joseph C. Calabro Michael Leven Anthony Larino, Morgan Stanley Page 17 of 18 Pages EXHIBIT 18 Casuarina Cayman Holding Ltd. 207 Grandview Drive Ft. Mitchell, KY 41017 July 17, 2000 Mr. Robert Cole FAX 404-364-0088 President Lodgian, Inc. 3445 Peachtree Road, N.E., Suite 700 Atlanta, GA 30325 Dear Mr. Cole: Enclosed is a letter from our investment banker, Greenhill & Co. explicitly denying that they were offered this portfolio of hotels from Morgan Stanley, your investment banker. I can fully understand why you want the shareholders to believe that I was offered the hotels. Let me refresh your memory, when we talked in New York, you assured me that you were not going to sell the good properties. I guess the Portland Marriott, Hilton Garden Inns that were just constructed in Portland and Rio Rancho, the Sheraton in Concord, California and the Marriott Courtyard in Livermore, California are not to be classified as "good properties". I can't believe that you are selling a newly completed Marriott Hotel that cost over $30 million for $15,400,000 on a per key basis. It is very clear that you have no interest in the shareholders position. All you care about is keeping yourself in power. These are some of the best properties Lodgian has and it is the future of the Company. If we were presented the portfolio, we would have bid. We are still interested and I am sure we could pay $10,000,000 more than you are getting even without seeing the P & L statements. To sell these properties at this very low price is a very poor decision and I hope you and the Board will reconsider. Sincerely, William J. Yung, III President cc: Joseph C. Calabro, Chairman Fax 610-975-9715 Michael Leven, Director Fax 404-321-4482 Page 19 of 18 Pages GREENHILL & CO. July 18, 2000 Mr. William J. Yung President Columbia Sussex Corporation 207 Grandview Drive Fort Mitchell, KY 41017-2799 Dear Bill, For the record, Greenhill & Co. never received from Lodgian, Inc. or their financial advisors an offer to purchase a portfolio of assets, and was never made aware that they were considering selling a large portfolio of assets. The only proposal made to Greenhill & Co., acting as your financial advisor, was an inquiry made by Morgan Stanley Dean Witter & Co., advisor to Lodgian, inquiring whether you would drop your pursuit for control of Lodgian, Inc. if Lodgian sold you a portfolio of assets. At no time did Morgan Stanley identify any specific group of assets to be sold to you, nor did they indicate that Lodgian was in the process of selling its West Coast properties. The proposal made by Morgan Stanley, particularly one with a condition that you cease all efforts to effectuate a change of control of Lodgian, cannot realistically be viewed as an offer to sell you Lodgian's West Coast properties. Sincerely, Scott L. Bok Managing Director GREENHILL & CO., LLC o 31 WEST 52ND STREET o 16TH FLOOR o NEW YORK, NEW YORK 10019 o TEL (212) 408-0660 o FAX (212) 408-0685