-----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, V6PRLUitWBXeYnqAZW/WqKUyzK2khjstt1dagj9ZcZ18iQw2AhIZsIIkmC7QdkD4 uKJ83JaPSptBMGRhporNnw== /in/edgar/work/0000950142-00-000831/0000950142-00-000831.txt : 20001006 0000950142-00-000831.hdr.sgml : 20001006 ACCESSION NUMBER: 0000950142-00-000831 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001005 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54947 FILM NUMBER: 735329 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: SC 13D/A 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 SC 13D/A 1 0001.txt AMENDMENT NO. 17 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17) 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. October 3, 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. 2 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). 3 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, as amended by Amendment No. 10 filed on July 14, 2000, as amended by Amendment No. 11 filed on July 19, 2000, as amended by Amendment No. 12 filed on July 20, 2000, as amended by Amendment No. 13 filed on August 22, 2000, as amended by Amendment No. 14 on August 31, 2000, as amended by Amendment No. 15 filed on September 8, 2000 and as amended by Amendment No. 16 filed on September 18, 2000 (the "Schedule 13D"), in respect of the common stock, par value $.01 per share, of Lodgian, Inc., a Delaware corporation ("Lodgian"), 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. On October 3 and 4, 2000, respectively, Edgecliff issued a press release and commenced the mailing of additional soliciting material in connection with its solicitation of proxies from stockholders of Lodgian to be used at Lodgian's 2000 Annual Meeting of Stockholders. Copies of the press release and the additional soliciting material are attached hereto as Exhibits 27 and 28, respectively. Item 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------ Unchanged. 4 Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH ------------------------------------------------------------- RESPECT TO SECURITIES OF THE ISSUER. ------------------------------------ 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. 27. Press Release, dated October 3, 2000. 28. Additional Soliciting Material. 5 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: October 4, 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 6 /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 7 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. 8 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 as an Exhibit to Amendment No. 11 to the Schedule 13D. 9 18. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated July 17, 2000. 10/ 19. Complaint, dated July 19, 2000. 11/ 20. Motion, dated July 19, 2000. 11/ 21. Lodgian Complaint, dated August 16, 2000. 12/ 22. Definitive Proxy Statement of Edgecliff Holdings, LLC filed with the Securities and Exchange Commission on August 31, 2000. 13/ 23. Press Release, dated August 31, 2000. 13/ 24. Motion to Dismiss, dated September 7, 2000. 14/ 25. Additional Soliciting Material. 15/ 26. Additional Soliciting Material. 15/ 27. Press Release, dated October 3, 2000. 16/ 28. Additional Soliciting Material. 16/ - ------------------------- 10/ Filed as an Exhibit to Amendment No. 11 to the Schedule 13D. 11/ Filed as an Exhibit to Amendment No. 12 to the Schedule 13D. 12/ Filed as an Exhibit to Amendment No. 13 to the Schedule 13D. 13/ Filed as an Exhibit to Amendment No. 14 to the Schedule 13D. 14/ Filed as an Exhibit to Amendment No. 15 to the Schedule 13D. 15/ Filed as an Exhibit to Amendment No. 16 to the Schedule 13D. 16/ Filed herewith. EX-99.27 2 0002.txt EXHIBIT 27 EXHIBIT 27 FOR IMMEDIATE RELEASE: - ---------------------- Contact: Joseph E. Marquet, Edgecliff Holdings, LLC Phone: (606) 578-1100 Contact: Robert C. Marese, MacKenzie Partners, Inc. Phone: (212) 929-5500 LEADING INDEPENDENT PROXY ADVISORY FIRM ENDORSES EDGECLIFF HOLDINGS, LLC IN PROXY CONTEST FT. MITCHELL, KENTUCKY, OCTOBER 3, 2000-- Edgecliff Holdings, LLC announced today that it has received the endorsement of Institutional Shareholder Services (ISS) in connection with its proxy contest to elect its nominees to the Board of Directors of Lodgian, Inc. (NYSE: LOD) at the company's annual meeting on October 12. In a report to its clients published yesterday, ISS stated that Edgecliff's "dissident slate of director nominees should be supported" and recommended that Lodgian stockholders "vote using the dissident nominees' GREEN proxy card." Reported ISS, "we believe the dissident group has a stronger case." Among the reasons for its recommendation, ISS expressed "grave concerns" over Lodgian's historical operating results and management's "inability to effectively report the financial condition of the firm." ISS also rejected Lodgian's principal arguments against the election of Edgecliff's nominees. "ISS is not convinced that electing the dissidents would have a detrimental effect on any alternative offers that may emerge for the company...In our opinion, there is no reason to suspect that Mr. Yung would attempt to purchase the company at a price below what the market will bear in an attempt to misuse any position on the board he may hold." William J. Yung, President of Edgecliff, stated, "We are gratified to have received support for our slate of nominees from an independent advisory firm like ISS. We hope that all stockholders will follow ISS's recommendation as they cast their votes." ISS is a leading independent proxy advisory firm located in Rockville, MD. ISS advises several hundred of the country's largest institutions, pension funds and money managers on voting in contested situations. # # # EX-99.28 3 0003.txt EXHIBIT 28 EXHIBIT 28 EDGECLIFF HOLDINGS, LLC 207 Grandview Drive Fort Mitchell, Kentucky 41017 October 4, 2000 Dear Fellow Lodgian Stockholder: As you know, we're Lodgian's largest stockholder, with 14.9% of the company's outstanding common stock. You should have recently received our proxy materials urging you to support our nominees for election to Lodgian's Board at the 2000 Annual Meeting of Stockholders. We're writing to highlight important facts you should think about in making your voting decision. AN INDEPENDENT ADVISORY FIRM IS RECOMMENDING THAT YOU VOTE FOR OUR NOMINEES. In a report to its clients dated October 2, 2000, Institutional Shareholder Services (ISS), the largest independent proxy advisory firm, stated that Edgecliff's "dissident slate of director nominees should be supported" and recommended that Lodgian stockholders "vote using the dissident nominees' GREEN proxy card." Among the reasons for its recommendation, ISS expressed "grave concerns" over Lodgian's historical operating results and management's "inability to effectively report the financial condition of the firm." ISS also went on to reject the Board's principal arguments against the election of our nominees. "ISS is not convinced that electing the dissidents would have a detrimental effect on any alternative offers that may emerge for the company...In our opinion, there is no reason to suspect that Mr. Yung [Edgecliff's President and one of its nominees] would attempt to purchase the company at a price below what the market will bear in an attempt to misuse any position on the board he may hold." Having met with our representatives and those of the Board, ISS concluded that the Edgecliff Group "has a stronger case." YOUR BOARD CONTINUES TO MAKE EXCUSES! In its latest mailing, your Board now CLAIMS that it agrees with us that a sale of the company may represent the best opportunity to maximize stockholder value. However, rather than pursuing such a sale with us, your Board continues to disparage our motives and actions. Here are the facts. WHAT YOUR BOARD CLAIMS: WHAT YOU SHOULD KNOW: - ---------------------- -------------------- We're not interested in FACT: In order to make an firm offer for your making a firm offer to shares, we need access to current company acquire the company. information. Your Board has consistently refused to provide this information to us. WHAT YOUR BOARD CLAIMS: WHAT YOU SHOULD KNOW: - ----------------------- --------------------- We're demanding FACT: The Board's "standard" agreement also confidential information but contains a one-year "standstill" provision that are not willing to sign the would prevent us from making an offer for your Board's "standard" shares without the Board's consent. We've offered confidentiality agreement. to sign a confidentiality agreement with a 30-day standstill provision. Despite recent claims of "flexibility," your Board has refused to negotiate with us. NOTE: YOUR BOARD HAS ALSO TOLD YOU THAT 26 OTHER "POTENTIAL BIDDERS" SIGNED CONFIDENTIALITY AND STANDSTILL AGREEMENTS WITH THE COMPANY, BUT DID NOT INDICATE WHETHER THESE "POTENTIAL BIDDERS" WERE INTERESTED IN ACQUIRING THE ENTIRE COMPANY OR ONLY INDIVIDUAL PROPERTIES. WE BELIEVE THAT OUR PROPOSAL TO ENTER INTO A CONFIDENTIALITY AGREEMENT WITH A 30-DAY STANDSTILL IS A FAIR AND REASONABLE PROPOSAL, AND ARE READY TO SIGN SUCH AN AGREEMENT WITH LODGIAN TODAY. WHAT YOUR BOARD CLAIMS: WHAT YOU SHOULD KNOW: - ---------------------- -------------------- We've never provided FACT: We arranged for Lodgian's representatives to credible evidence of our meet with our financing sources on March 6, 2000, ability to finance an and directed our financing sources to answer all acquisition of Lodgian. of the company's questions regarding our financing. In the August 14, 2000 issue of HOTEL & MOTEL MANAGEMENT, Robert S. Cole, President and CEO of Lodgian, is quoted as saying, "I do believe that Mr. Yung [the President of Edgecliff] has the ability to buy the company now." Electing our nominees to the FACT: Because of Lodgian's classified Board Board will allow us to force structure, our nominees would not constitute a the company to buy back our majority of the Board, and would not be able to shares--and only our force the company to take ANY ACTION without the shares--for a substantial support of additional Board members. premium to market price. Electing our nominees to the FACT: We will not be able to acquire your shares Board will allow us to in any transaction without your individual acquire your shares for an approval (in the case of a tender offer) or the inadequate price. approval of a majority of the company's stockholders (in the case of a merger). Our nominees may seek to FACT: If elected, our nominees will have a impede other third parties fiduciary duty to support the most favorable from acquiring the company. transaction available to Lodgian's stockholders, even if it is not our own. As the company's largest stockholder, we would welcome any third party acquisition proposal that would result in a higher valuation for our shares. You should not vote for our FACT: One of the Board's own nominees is the nominees because they are chairman and chief executive officer of another affiliated with a company company competitor--specifically, the nation's that competes with Lodgian. tenth largest hotel company. 2 YOUR BOARD HAS NOT GIVEN YOU ANY REASON TO BELIEVE IT IS SERIOUSLY PURSUING A SALE OF THE COMPANY TO ANY OTHER BIDDER. Your Board claims that it is currently having "substantive discussions" with other third parties interested in a "transaction" involving Lodgian, and will sell the company if its negotiations with one of these third parties produce a fair and fully-financed offer. But your Board has not identified any of these third parties or how many there are, or whether the "transactions" supposedly being discussed with any of them actually include a sale of the company. WE DO NOT BELIEVE THAT ANY SERIOUS BIDDER INTERESTED IN ACQUIRING THE COMPANY WOULD REMAIN SILENT IN THE FACE OF OUR COMPETING EFFORTS TO ACQUIRE YOUR SHARES. Accordingly, we do not believe that the company is seriously pursuing a sale of the company with any of these other parties. YOUR BOARD CONTINUES TO REPORT DISAPPOINTING FINANCIAL RESULTS. On October 2, 2000, Lodgian issued a press release announcing preliminary pre-tax losses of more than $84 million for the six months ended June 30, 2000. The company also "updated" its results for the first quarter of 2000, reporting preliminary pre-tax losses of over $25 million for the period (compared to a previously reported pre-tax loss of approximately $18 million for the period). WE BELIEVE YOUR CHOICE IS CLEAR. We have NO confidence in the current Board's ability to improve the company's current financial and operational condition, and believe that a sale of the company may represent the best opportunity to maximize the value of your shares. We believe that the Board's continuing refusal to work with us--or, to our knowledge, any other third party interested in acquiring the company--demonstrates that the Board is not willing to seriously consider such a sale. 3 NOW IS THE TIME TO HOLD YOUR BOARD ACCOUNTABLE FOR ITS POOR MANAGEMENT OF THE COMPANY AND TO SEND YOUR BOARD A STRONG MESSAGE--THAT IT SHOULD ALLOW YOU TO MAXIMIZE THE VALUE OF YOUR SHARES THROUGH A SALE OF THE COMPANY TO THE HIGHEST BIDDER. SEND YOUR BOARD A MESSAGE IT CAN'T IGNORE! SIGN, DATE AND RETURN THE ENCLOSED GREEN PROXY CARD TODAY. Thank you for your support. Sincerely, /s/ William J. Yung William J. Yung President Edgecliff Holdings, LLC IMPORTANT - Please sign, date and return the enclosed GREEN proxy card today in the postage-paid envelope provided. - DO NOT SIGN ANY WHITE PROXY CARD THAT YOU MAY RECEIVE FROM THE BOARD, EVEN AS A PROTEST VOTE AGAINST THE BOARD AND MANAGEMENT. If you return the WHITE proxy card, even as a vote "against" the Board's nominees, it may revoke your previous vote for our nominees. Only the latest dated proxy card counts! - If you have already returned a WHITE proxy card, you may revoke your previous proxy by signing, dating and returning a later dated GREEN proxy card using the envelope provided. If you have any questions regarding your proxy, or need assistance in voting your shares, please call: [MACKENZIE PARTNERS, INC. LOGO] 156 FIFTH AVENUE NEW YORK, NEW YORK 10010 TOLL FREE: 800-322-2885 OR CALL COLLECT: 212-929-5500 4 -----END PRIVACY-ENHANCED MESSAGE-----