-----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, EyLWjKTHk1mFra5IDSRHAKYXRm6Q3DcQiECuK01JbhoTCqcHmnB8rQmAnWrcFwlP n2m+acC0ZmoNFnWlYwdtIw== /in/edgar/work/0000950142-00-000871/0000950142-00-000871.txt : 20001020 0000950142-00-000871.hdr.sgml : 20001020 ACCESSION NUMBER: 0000950142-00-000871 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001019 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: 742407 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: (859) 578-1100 Contact: Robert C. Marese, MacKenzie Partners, Inc. Phone: (212) 929-5500 EDGECLIFF HOLDINGS, LLC RESPONDS TO MIDNIGHT PRESS RELEASE OF LODGIAN, INC. Ft. Mitchell, Kentucky, October 19, 2000--Edgecliff Holdings, LLC announced today that, after reviewing another midnight press release issued by Lodgian, Inc. (NYSE: LOD), it remains unconvinced that Lodgian is committed to a fair process for the sale of the company. William J. Yung, President of Edgecliff, said "Lodgian cannot claim that it is treating us fairly when, before even talking to us, it has already agreed to grant a 60-day exclusive due diligence period to another bidder, to reimburse that bidder's expenses, and to grant that bidder an exclusive five-day right to match any offer we make before Lodgian can even `consider' our offer. In addition, Lodgian is not telling its stockholders that under its agreement with Whitehall, Lodgian cannot actively negotiate a definitive agreement with us, even if Lodgian's Board determines that our offer is a `superior offer' and Whitehall fails to match our offer, until Whitehall's exclusive 60-day due diligence period ends. While our nominees for election to Lodgian's Board are committed to a fair process, Lodgian's current Board seems only to be concerned with the appearance of fairness." Edgecliff also reported that following Lodgian's October 12 announcement that it had received Whitehall's non-binding acquisition proposal and had entered into an exclusivity agreement with Whitehall, Institutional Shareholder Services (ISS), a leading independent proxy advisory firm, reaffirmed its recommendation that Lodgian stockholders vote for Edgecliff's nominees at the Lodgian's 2000 annual meeting of stockholders by using Edgecliff's GREEN proxy card. Mr. Yung said, "We are gratified that our nominees have the continued support of an independent advisory firm like ISS, and hope that all stockholders will follow ISS's recommendation as they cast their votes." Commenting on the timing of Lodgian's press release, Mr. Yung said, "Once again, the company has issued a statement in the middle of the night and with little time for us to respond prior to the annual stockholder meeting. As of 9:30 a.m. today, we have yet to receive Lodgian's letter or the form of confidentiality agreement that the company is demanding we sign. Nevertheless, our advisors intend to contact their advisors to negotiate such an agreement, including a reasonable `standstill provision.' However, we strongly believe that any standstill provision must clearly protect the right of Lodgian's stockholders to receive the maximum price available for their shares." Mr. Yung also stated, "We reject Lodgian's claim that we must comply with the restrictions set forth in Lodgian's agreement with Whitehall in order for Lodgian to be able to deal with us. We 2 believe that Lodgian's current Board has breached its fiduciary duties by entering into the Whitehall agreement, and that the Whitehall agreement is null and void." Lodgian stockholders can vote for Edgecliff's nominees by submitting Edgecliff's GREEN proxy card or by voting in person at Lodgian's annual meeting. Stockholders who have previously submitted a WHITE proxy card for management's nominees may vote in favor of the Edgecliff nominees by submitting a later-dated GREEN proxy card. Stockholders who have any questions as to how to vote their shares or who wish to obtain a new proxy card should contact Edgecliff's proxy solicitor, MacKenzie Partners, Inc., at 212-929-5500 or toll free at 800-322-2885. -----END PRIVACY-ENHANCED MESSAGE-----