SC 13D/A 1 0001.txt AMENDMENT NO. 22 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 22) ----------------------- LODGIAN, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (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: WILLIAM J. YUNG TEL. NO.: (859) 578-1100 WITH A COPY TO: PAUL, WEISS, RIFKIND, WHARTON & GARRISON 1285 AVENUE OF THE AMERICAS NEW YORK, NY 10019-6064 ATTN: JAMES M. DUBIN, ESQ. TEL. NO.: (212) 373-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ----------------------- FEBRUARY 28, 2001 (Date of Event which Requires Filing of this Statement) ----------------------------- ------------------------------ 54021P106 Page 2 of 8 ----------------------------- ------------------------------ 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(e), 1(f) or 1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. 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. 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). ================================================================================ ----------------------------- ------------------------------ 54021P106 Page 3 of 8 ----------------------------- ------------------------------ 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, as amended by Amendment No. 16 filed on September 18, 2000, as amended by Amendment No. 17 filed on October 5, 2000, as amended by Amendment No. 18 filed on October 17, 2000, as amended by Amendment No. 19 filed on October 25, 2000, as amended by Amendment No. 20 filed on December 10, 2000 and as amended by Amendment No. 21 filed on December 27, 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 4. PURPOSE OF TRANSACTION. The information below supplements the information previously reported in Item 4. On February 28, 2001, Edgecliff informed Lodgian that it was no longer interested in acquiring Lodgian. The Reporting Persons expect to evaluate on an ongoing basis Lodgian's financial condition, business, operations and prospects, the market price of Lodgian's common stock, conditions in securities markets generally, general economic and industry conditions and other factors. Accordingly, the Reporting Persons reserve the right to change their plans and intentions at any time, as they deem appropriate, and, in particular, the Reporting Persons may at any time and from time to time acquire additional shares of Lodgian common stock or other Lodgian securities, or dispose of shares of Lodgian common stock or other Lodgian securities. Any such transactions may be effected at any time and from time to time, subject to any applicable limitations of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. ----------------------------- ------------------------------ 54021P106 Page 4 of 8 ----------------------------- ------------------------------ SIGNATURES ---------- 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: March 1, 2001 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 ----------------------------- ------------------------------ 54021P106 Page 5 of 8 ----------------------------- ------------------------------ 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 /s/ Joseph Yung -------------------------------------------- Joseph Yung /s/ William J. Yung -------------------------------------------- William J. Yung ----------------------------- ------------------------------ 54021P106 Page 6 of 8 ----------------------------- ------------------------------ 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 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 ------------------------ 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. ----------------------------- ------------------------------ 54021P106 Page 7 of 8 ----------------------------- ------------------------------ 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 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 ------------------------ 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. 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. ----------------------------- ------------------------------ 54021P106 Page 8 of 8 ----------------------------- ------------------------------ 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 29. DLJ Agreement. 17 30. Lehman Agreement. 17 31. Letter, dated October 16, 2000. 17 32. Confidentiality Agreement. 18 33. Letter, dated December 10, 2000. 19 34. Exclusivity Agreement, dated as of December 26, 2000. 20 ------------------------ 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 as an Exhibit to Amendment No. 17 to the Schedule 13D. 17 Filed as an Exhibit to Amendment No. 18 to the Schedule 13D. 18 Filed as an Exhibit to Amendment No. 19 to the Schedule 13D. 19 Filed as an Exhibit to Amendment No. 20 to the Schedule 13D. 20 Filed as an Exhibit to Amendment No. 21 to the Schedule 13D.