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: (859) 578-1100 Contact: Robert C. Marese, MacKenzie Partners, Inc. Phone: (212) 929-5500 EDGECLIFF HOLDINGS, LLC GRANTED COURT ORDER THAT ANNUAL MEETING OF LODGIAN, INC. BE HELD ON OCTOBER 20, 2000 Ft. Mitchell, Kentucky, October 16, 2000--Edgecliff Holdings, LLC announced today that the Delaware Court of Chancery has granted its motion to order Lodgian, Inc. (NYSE: LOD) to hold its Annual Meeting of Stockholders, and ordered that the meeting be held on October 20, 2000. Edgecliff reported that the Court's action was taken in response to a complaint Edgecliff and an affiliate had filed on October 13 seeking to have the Court order that Lodgian hold its Annual Meeting as soon as possible. Edgecliff stated that it filed the complaint after learning that Lodgian's Board of Directors had unilaterally postponed the Annual Meeting from its originally scheduled time and date of 9:30 a.m. on October 12, 2000 only six hours before the meeting was to be held. Although Lodgian had previously announced that its Annual Meeting would be held on October 20, Edgecliff stated that it viewed the Court's decision as a significant victory because it minimized the possibility that Lodgian might further attempt to delay the meeting. Edgecliff noted that in determining to grant the order, the Court substantially based its decision on the fact that Lodgian had previously told the Court that the Annual Meeting would be held on October 12.