-----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, KFg4/4Bb1Z7260iBrHNIJ+pb1eud8q8D8HR9WcKW8+N79wzUWM9uFPyq4/xjK1HQ AOXGBKM36oz2WnAPvh4YsQ== /in/edgar/work/20000831/0000950142-00-000771/0000950142-00-000771.txt : 20000922 0000950142-00-000771.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950142-00-000771 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000831 SUBJECT COMPANY: 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: DFAN14A SEC ACT: SEC FILE NUMBER: 001-14537 FILM NUMBER: 714176 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: EDGECLIFF HOLDINGS LLC CENTRAL INDEX KEY: 0001109862 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 611359148 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 207 GRANDVIEW DRIVE CITY: FORT MITCHELL STATE: KY ZIP: 41017 BUSINESS PHONE: 6065781100 MAIL ADDRESS: STREET 1: 207 GRANDVIEW DRIVE CITY: FORT MICTCHELL STATE: KY ZIP: 41017 DFAN14A 1 0001.txt ADDITIONAL PROXY SOLICITING MATERIALS SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [x] Soliciting Material Pursuant to Rule 14a-12 Lodgian, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) Edgecliff Holdings, LLC - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [x] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. N/A (1) Title of each class of securities to which transaction applies: N/A (2) Aggregate number of securities to which transaction applies: N/A (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): N/A (4) Proposed maximum aggregate value of transaction: N/A (5) Total fee paid: N/A [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: FOR IMMEDIATE RELEASE Contact: Joseph E. Marquet, Edgecliff Holdings, LLC Phone: (606) 578-1100 Contact: Robert R. Sandhu, MacKenzie Partners, Inc. Phone: (212) 929-5500 EDGECLIFF HOLDINGS, LLC BEGINS PROXY SOLICITATION TO ELECT DIRECTORS AT LODGIAN, INC. ANNUAL MEETING Kentucky, August 31, 2000--Edgecliff Holdings, LLC announced today that it has begun mailing definitive proxy materials to stockholders of Lodgian, Inc. (NYSE:LOD) to solicit proxies for the election of up to three nominees to Lodgian's Board. Edgecliff's nominees are expected, subject to their fiduciary duties, to strongly advocate a sale of the company to the highest bidder. The proxies will be used at Lodgian's 2000 Annual Meeting of Stockholders, which is expected to be held on October 12, 2000. "As Lodgian's largest stockholder, we've grown increasingly dissatisfied with the company's performance over the past year," said William J. Yung, President of Edgecliff. "Although we've made repeated overtures since November of 1999 to acquire the company at prices representing substantial premiums on the market value of Lodgian's shares, Lodgian's Board has consistently rejected our efforts. Instead, the Board has entrenched itself by reducing the number of directors up for election at Lodgian's annual meeting and by delaying the annual meeting until October 12, 2000. Lodgian has also begun to sell its core assets -- at prices we believe are below replacement cost and fair market value -- and has deprived its stockholders of the maximum value obtainable by excluding us from the bidding process." Lodgian recently reported serious deficiencies in its accounting and financial controls. As a result of these deficiencies, Lodgian filed its 1999 annual report four months late -- violating the terms of its credit agreement. According to Lodgian's SEC filings and press releases, Lodgian expects to remedy these problems "by the end of 2000." Until then, Lodgian has resorted to paying outside consulting accountants to assist its personnel in complying with the SEC's recordkeeping and control requirements. "We believe that now is the appropriate time for Lodgian's stockholders to hold the Board accountable for its actions and its poor management of the company," Mr. Yung said. In addition to its proposal to elect nominees to Lodgian's Board, Edgecliff is asking Lodgian's stockholders to approve a by-law proposal intended to dissuade Lodgian's Board from adopting new by-law amendments that would impair the ability of a bidder to acquire the company. 2 Edgecliff and its affiliated companies constitute the largest full-service Marriott franchisee in the world and are owner-operators of 40 hotels, with three more under construction. Edgecliff and its affiliates have been in the business of building, owning and managing hotels since 1972. # # # Information regarding the identity of the persons who, under SEC rules, may be deemed to be participants in Edgecliff's solicitation of Lodgian's stockholders, and their interests in the solicitation, are set forth in Edgecliff's definitive proxy statement filed on the date of this press release with the SEC. Copies of the definitive proxy statement are being mailed to Lodgian's stockholders beginning today. STOCKHOLDERS ARE URGED TO READ THE EDGECLIFF PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Stockholders can obtain these documents free of charge at the SEC's website (www.sec.gov) or by contacting MacKenzie Partners, Inc., Edgecliff's solicitation agent, at 800-322-2885 or 212-929-5500. STOCKHOLDERS SHOULD READ THE EDGECLIFF PROXY STATEMENT CAREFULLY BEFORE MAKING ANY VOTING DECISION. -----END PRIVACY-ENHANCED MESSAGE-----