-----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, Lsl6LOh0R0zAm7v8o2U6ots/TFy63AvEJM9Ecq0k8cev/9B7LgQQ3V2I4rrk3thD 29HPO19HmcRoZgX2dZLXwQ== 0000914121-99-000244.txt : 19990318 0000914121-99-000244.hdr.sgml : 19990318 ACCESSION NUMBER: 0000914121-99-000244 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990317 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54947 FILM NUMBER: 99567172 BUSINESS ADDRESS: STREET 1: 3445 PEACHTREE ROAD N E SUITE 700 CITY: ATLANTA STATE: CA ZIP: 30326 BUSINESS PHONE: 4043648400 MAIL ADDRESS: STREET 1: 3445 PEACHTREE ROAD N E SUITE 700 CITY: ATLANTA STATE: CA ZIP: 30326 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LANG JOHN M CENTRAL INDEX KEY: 0001074125 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3399 PEACHTREE ROAD N E SUITE 2050 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4048129003 MAIL ADDRESS: STREET 1: 3399 PEACHTREE ROAD N E SUITE 2050 CITY: ATLANTA STATE: GA ZIP: 30326 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 1) Lodgian, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 54021P106 - -------------------------------------------------------------------------------- (CUSIP Number) Michael C. Ryan, Esq. Cadwalader, Wickersham & Taft 100 Maiden Lane, New York, NY 10038 (212) 504-6000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 3, 1999 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-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-7(b) 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). CUSIP NO. 54021P106. SCHEDULE 13D - -------------------- -------------------- CUSIP NO. 54021P106 PAGE 2 OF 5 PAGES - -------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON John M. Lang S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) /x/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) PF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 308,569 NUMBER OF ---------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,795,505 OWNED BY ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 308,569 PERSON ---------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 1,795,505 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,104,074 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- - -------------------- -------------------- CUSIP NO. 54021P106 PAGE 3 OF 5 PAGES - -------------------- -------------------- ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On March 3, 1999, John M. Lang (the "Reporting Person") acquired 30,000 shares (the "Shares") of the common stock, par value $.01 per share (the "Common Stock"), of Lodgian, Inc. (the "Issuer") in a series of open market purchases. The Shares were acquired with personal funds of the Reporting Person. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of March 15, 1999, the Reporting Person may be deemed to be the owner of 2,104,074 shares of Common Stock, or approximately 7.9% of the outstanding shares of the Issuer. This number includes (i) 192,034 shares of Common Stock held by P.T. Partners, LLC, a venture capital company of which the Reporting Person is the sole member and manager; (ii) 276,583 shares of Common Stock held by ProTrust Properties IV, Ltd., a venture capital limited partnership of which the Reporting Person is one of the members and managers of ProTrust Holdings, LLC, the general partner of ProTrust Properties IV, Ltd.; (iii) 966,860 shares of Common Stock held by ProTrust Properties V, Ltd., a venture capital limited partnership of which the Reporting Person is one of the members and managers of ProTrust Holdings II, LLC, the general partner of ProTrust Properties V, Ltd.; (iv) 407,973 shares of Common Stock held by Hotel Investors, L.P., a venture capital limited partnership of which the Reporting Person is one of the members and managers of Hotel Investors, LLC, the general partner of Hotel Investors, L.P.; and (v) 144,087 shares of Common Stock held by ProTrust Equity Growth Fund I, L.P., a venture capital limited partnership of which the Reporting Person is one of the members and managers of ProTrust Equity Partners, LLC, the general partner of ProTrust Equity Growth Fund I, L.P. The Reporting Person expressly disclaims beneficial ownership of any shares of Common Stock held by ProTrust Properties IV, Ltd., ProTrust Properties V, Ltd., Hotel Investors, L.P. and ProTrust Equity Growth Fund I, L.P. beyond his ownership in ProTrust Holdings, LLC, ProTrust Holdings II, LLC, Hotel Investors, LLC and ProTrust Equity Partners, LLC. (b) Number of shares of Common Stock as to which the Reporting Person has: (i) Sole power to vote or direct the vote: 308,569 (ii) Shared power to vote or direct the vote: 1,795,505 (iii) Sole power to dispose or direct the disposition: 308,569 (iv) Shared power to dispose or direct the disposition: 1,795,505 (c) On March 3, 1999, the Reporting Person accumulated a total of 30,000 shares of Common Stock in a series of open market purchases. The average per share price of these purchases was $3.54. - -------------------- -------------------- CUSIP NO. 54021P106 PAGE 4 OF 5 PAGES - -------------------- -------------------- (d) With respect to the shares of Common Stock set forth in Item 5, Jeffrey J. Neal, who may be deemed to be the owner of five percent (5%) or more of the Issuer's Common Stock, is a member and manager of ProTrust Holdings, LLC, ProTrust Holdings II, LLC, Hotel Investors, LLC and ProTrust Equity Partners, LLC. As a result of his position as a member and manager of the foregoing, Mr. Neal may be deemed to be the beneficial owner of the shares of Common Stock held by ProTrust Properties IV, Ltd., ProTrust Properties V, Ltd., Hotel Investors, L.P. and ProTrust Equity Growth Fund I, L.P. In addition to the foregoing, there is one additional member and manager of ProTrust Equity Partner, LLC, who may be deemed to be the beneficial owner of the shares of Common Stock held by ProTrust Equity Growth Fund I, L.P. (e) N/A. - -------------------- -------------------- CUSIP NO. 54021P106 PAGE 5 OF 5 PAGES - -------------------- -------------------- SIGNATURE. 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. Date: March 15, 1999 /s/ John M. Lang ------------------------------ John M. Lang -----END PRIVACY-ENHANCED MESSAGE-----