-----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, En0ytewYOm1AwGVHfT0wJB5JqWqrbxcZuOXAoJifr3fMCjQFRjvJVNgaX39nzi8G +VYxBG2ITRpqDJqcBtrADw== 0001181431-04-032958.txt : 20040629 0001181431-04-032958.hdr.sgml : 20040629 20040629173635 ACCESSION NUMBER: 0001181431-04-032958 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040625 FILED AS OF DATE: 20040629 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LODGIAN INC CENTRAL INDEX KEY: 0001066138 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 522093696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3445 PEACHTREE ROAD N E SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4043649400 MAIL ADDRESS: STREET 1: 3445 PEACHTREE ROAD N E SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30326 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000949509 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14537 FILM NUMBER: 04889540 BUSINESS ADDRESS: STREET 1: 333 S GRAND AVENUE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 2: 333 S GRAND AVE 28TH FL CITY: LOS ANGLES STATE: CA ZIP: 90071 4 1 rrd46181.xml X0202 4 2004-06-25 0 0001066138 LODGIAN INC LGN 0000949509 OAKTREE CAPITAL MANAGEMENT LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 Series A Preferred Stock 2004-06-25 4 J 0 851736 0 D 933346 I See footnotes Common Stock 2004-06-25 4 J 0 2262661 0 A 2817577 I See footnotes On June 25, 2004, the reporting person exchanged 851,736 shares of Series A Preferred Stock, par value $0.01 per share ("Preferred Stock"), for 2,262,661 shares of Common Stock, par value $0.01 per share ("Common Stock"), pursuant to the Preferred Share Exchange Agreement, dated as of June 22, 2004, by and among the Issuer and each of the holders of Preferred Stock identified therein (the "Exchange"). The reporting person, Oaktree Capital Management, LLC ("Oaktree"), is a registered investment adviser under the Investment Advisers Act of 1940, as amended, acting as: (i) the general partner of OCM Real Estate Opportunities Fund II, L.P., a Delaware limited partnership ("Fund II"), (ii) the managing member of OCM Real Estate Opportunities Fund III GP, LLC ("Fund III GP") and (iii) the investment manager of a third-party separate account managed by Oaktree (the "Oaktree Account"). Fund III GP is the general partner of OCM Real Estate Opportunities Fund III, L.P., a Delaware limited partnership ("Fund III"), and OCM Real Estate Opportunities Fund IIIA, L.P., a Delaware limited partnership ("Fund IIIA"). On November 21, 2003, the Issuer paid an in kind dividend pro rata to all holders of Preferred Stock in which the reporting person received 194,807 shares of Preferred Stock (the "Preferred Dividend"). Of the 851,736 shares of Preferred Stock exchanged in the Exchange, 747,789 shares were exchanged by Fund II, 100,829 shares were exchanged by Fund III and 3,118 shares were exchanged by Fund IIIA. After giving effect to the Preferred Dividend and the Exchange, the shares of Preferred Stock beneficially owned by Oaktree include: 747,789 shares owned indirectly as general partner of Fund II, 100,828 shares owned indirectly as the managing member of Fund III GP, the general partner of Fund III, 3,119 shares owned indirectly as the managing member of Fund III GP, the general partner of Fund IIIA, and 81,610 shares owned indirectly as investment manager of the Oaktree Account. The Issuer set a record date of April 29, 2004 for a reverse stock split of its outstanding Common Stock in a ratio of one-for-three (1:3) (the "Reverse Split). The shares of Common Stock received in the Exchange were issued after the Reverse Split. Of the 2,262,661 shares of Common Stock received in the Exchange, 1,986,523 shares were received by Fund II, 267,855 shares were received by Fund III and 8,283 shares were received by Fund IIIA. After giving effect to the Reverse Split and the Exchange, the shares of Common Stock beneficially owned by Oaktree include: 2,512,726 shares owned indirectly as general partner of Fund II, 267,855 shares owned indirectly as the managing member of Fund III GP, the general partner of Fund III, 8,283 shares owned indirectly as the managing member of Fund III GP, the general partner of Fund IIIA, and 28,713 shares owned indirectly as investment manager of the Oaktree Account. Oaktree disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that Oaktree is the beneficial owner of any securities not held directly for its account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. Oaktree is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, David M. Kirchheimer, Sheldon M. Stone, D. Richard Masson, Larry W. Keele, Stephen A. Kaplan, Russel S. Bernard, John W. Moon, Kevin L. Clayton and John B. Frank. Each of such persons may be deemed a beneficial owner of the securities listed herein by virtue of such status as members of Oaktree. Each such person disclaims beneficial ownership of the securities listed herein and the filing of this Form 4 shall not be construed as an admission that such person is the beneficial owner of any securities covered by this Form 4, except to the extent of any pecuniary interest therein. Russel S. Bernard, Principal 2004-06-29 -----END PRIVACY-ENHANCED MESSAGE-----