-----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, BGbzdxI6zjO+YHgPky1iZlRVN9H+MYS69M1v1vk2Zd6E8vJoSBVFDOX60s1NUc2M WX95217thObFm3BRPp6P1Q== /in/edgar/work/0000950142-00-000857/0000950142-00-000857.txt : 20001017 0000950142-00-000857.hdr.sgml : 20001017 ACCESSION NUMBER: 0000950142-00-000857 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001016 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: 740513 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 [X] Definitive Additional Materials [ ] 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 C. Marese, MacKenzie Partners, Inc. Phone: (212) 929-5500 EDGECLIFF HOLDINGS, LLC OFFERS TO ACQUIRE LODGIAN, INC. FOR $5.00 PER SHARE; CONTINUES PROXY SOLICITATION TO ELECT DIRECTORS AT LODGIAN ANNUAL MEETING Ft. Mitchell, Kentucky, October 16, 2000--Edgecliff Holdings, LLC announced today that it has delivered the following letter to Lodgian, Inc. (NYSE: LOD): EDGECLIFF HOLDINGS, LLC 207 Grandview Drive Fort Mitchell, KY 41017 October 16, 2000 Lodgian, Inc. 3445 Peachtree Road, NE Suite 700 Atlanta, GA 30326 Attention: Mr. Robert S. Cole, President and Chief Executive Officer Dear Mr. Cole: The purpose of this letter is to reaffirm, for the benefit of your Board and your stockholders, our interest in acquiring all of the capital stock of Lodgian, Inc. ("Lodgian"). On October 12, Lodgian announced that it had received a non-binding proposal from Whitehall Street Real Estate Limited Partnership XIII and its affiliates ("Whitehall") to acquire all of Lodgian's outstanding shares, subject to due diligence and the satisfaction of numerous conditions, for a cash price of between $4.00 and $4.50 per share (the "Whitehall Proposal"). In connection with its receipt of the Whitehall Proposal, Lodgian announced that it had granted Whitehall an exclusive 60-day period in which to conduct its due diligence and negotiate definitive transaction agreements. 2 As you are aware, we have made several all-cash offers to acquire the company over the last year. Lodgian's Board has consistently rejected our efforts, and has continuously refused to negotiate with us. We hereby offer to acquire Lodgian for $5.00 per share. This is an all-cash offer to purchase all outstanding shares, which would be funded through a combination of equity and debt from Edgecliff Holdings, LLC, DLJ Real Estate Capital Partners, Inc. and Lehman Brothers Inc. This offer is subject to due diligence and other customary conditions. Although we would have preferred to make an offer that is not subject to any due diligence condition, Lodgian's continuing refusal to provide us with access to customary information despite our repeated indications of interest in acquiring Lodgian and despite our willingness to enter into a customary confidentiality agreement left us with no practical alternative. We are prepared to begin conducting due diligence and negotiating definitive transaction agreements in connection with our offer immediately, with the expectation that such due diligence and definitive agreements could be completed within a 45-day period. We have signed and enclosed a standard confidentiality agreement. As you are aware, in light of your Board's decision to pursue an all-cash sale of Lodgian to Whitehall, your Board has a fiduciary responsibility to conduct a full and fair sale process, which includes providing competing bidders with equivalent company information. Accordingly, we hereby request that you provide us with access to the requisite non-public due diligence information that would allow us to proceed with our offer, as you have already begun to provide Whitehall such access in connection with the Whitehall Proposal. In light of your Board's fiduciary obligations, we do not understand how Lodgian could legally enter into an exclusivity agreement with Whitehall, commit to reimburse Whitehall's expenses of up to $3.5 million and grant to Whitehall a five-day right to match any competing offer without first approaching us to determine our willingness to make a superior offer. We believe that these facts, coupled with Lodgian's 3:30 a.m. announcement of its dealings with Whitehall on the morning of its long delayed 2000 annual meeting of stockholders and its immediate postponement of that meeting, demonstrates that the company's primary goal was to prevent Lodgian's stockholders from electing our nominees to Lodgian's Board, rather than to maximize stockholder value. We intend to pursue vigorously the election of our nominees to the Board, and, as you are aware, have already requested an order from the Delaware Court of Chancery to protect the right of Lodgian's stockholders to a timely election process and to stop the flagrant abuse of Lodgian's corporate governance procedures by Lodgian's Board. We are prepared to meet promptly with you and your representatives to answer any questions you may have about our offer and to negotiate a mutually beneficial transaction. You may reach me at our office (859-578-1100). 3 In light of your Board's fiduciary duties, we expect to hear from you promptly. In addition, we do not expect that Lodgian will take any action that would interfere with the ability of Lodgian's stockholders to receive the maximum value for their shares, including entering into any agreement to sell additional assets or grant break-up fees or reimbursements of additional expenses, without first approaching us. If we do not hear from you promptly concerning our offer, we will take such further actions as we deem appropriate. Very truly yours, /s/ William J. Yung ------------------- William J. Yung President cc: Joseph C. Calabro John M. Lang Michael A. Leven Peter R. Tyson Richard H. Weiner -----END PRIVACY-ENHANCED MESSAGE-----