-----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, OcMC8cFMyOD4wfPTuQbLT1zZJLfH1Y7clmu/5fs5K5fMFxGSfTq0gC+N4Y7/xonw Js6gGgWqarUH7FboV+NhbA== 0000930413-06-000912.txt : 20060213 0000930413-06-000912.hdr.sgml : 20060213 20060213112112 ACCESSION NUMBER: 0000930413-06-000912 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060213 DATE AS OF CHANGE: 20060213 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54947 FILM NUMBER: 06601451 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TEACHERS ADVISORS INC CENTRAL INDEX KEY: 0000939222 IRS NUMBER: 133760073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 730 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017-3206 BUSINESS PHONE: 2129166042 MAIL ADDRESS: STREET 1: 730 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017-3206 SC 13G/A 1 c40947_sc13ga.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2)* Lodgian, Inc ------------------------------ (Name of Issuer) Common Stock ------------------------------ (Title of Class of Securities) 54021P403 ------------------------------ (CUSIP Number) DECEMBER 31, 2005 ------------------------------------------------------- (Date of Event, Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: (x) Rule 13d-1(b) ( ) Rule 13d-1(c) ( ) Rule 13d-1(d) - ---------------- *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 the disclosures provided in a prior cover page. The information required in 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). (Continued on following page(s)) Page 1 of 6 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Teachers Insurance and Annuity Association of America, as parent of each of the Reporting Persons. I.R.S. # 13-1624203 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 1,266,660 6. SHARED VOTING POWER 653,845 7. SOLE DISPOSITIVE POWER 1,266,660 8. SHARED DISPOSITIVE POWER 653,845 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,920,505 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.81% 12. TYPE OF REPORTING PERSON IC 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Teachers Insurance and Annuity Association of America, for the benefit of the TIAA Real Estate Account I.R.S. # 13-1624203 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 1,266,660 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 1,266,660 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,266,660 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.15% 12. TYPE OF REPORTING PERSON IC 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Teachers Advisors, Inc. I.R.S. # 13-3760073 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. 6. SHARED VOTING POWER 469,211 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 469,211 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 469,211 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.91% 12. TYPE OF REPORTING PERSON IA 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TIAA-CREF Investment Management, LLC I.R.S. # 13-3586142 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 184,634 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 184,634 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 184,634 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.75% 12. TYPE OF REPORTING PERSON IA Item 1(a). NAME OF ISSUER: Lodgian, Inc. Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 3445 Peachtree Road NE Suite 700 Atlanta, GA 30326 Items 2(a)-2(c). NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND CITIZENSHIP OF PERSONS FILING: Teachers Insurance and Annuity Association of America ("TIAA") 730 Third Avenue New York, NY 10017 Citizenship: New York Teachers Advisors, Inc. ("Advisors") 730 Third Avenue New York, NY 10017 Citizenship: Delaware TIAA-CREF Investment Management, LLC ("Investment Management") 730 Third Avenue New York, NY 10017 Citizenship: Delaware Item 2(d). TITLE OF CLASS OF SECURITIES: Common Stock Item 2(e). CUSIP NUMBER: 54021P403 Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A: TIAA, AS PARENT OF EACH OF THE REPORTING PERSONS (a) ( ) Broker or dealer registered under Section 15 of the Exchange Act. (b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act. (c) (x) Insurance Company as defined in Section 3(a)(19) of the Exchange Act. (d) ( ) Investment Company registered under Section 8 of the Investment Company Act. (e) ( ) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) ( ) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) ( ) A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) ( ) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) ( ) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). TIAA, FOR THE BENEFIT OF THE TIAA REAL ESTATE ACCOUNT (a) ( ) Broker or dealer registered under Section 15 of the Exchange Act. (b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act. (c) (x) Insurance Company as defined in Section 3(a)(19) of the Exchange Act. (d) ( ) Investment Company registered under Section 8 of the Investment Company Act. (e) ( ) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) ( ) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) ( ) A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) ( ) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) ( ) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). ADVISORS (a) ( ) Broker or dealer registered under Section 15 of the Exchange Act. (b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act. (c) ( ) Insurance Company as defined in Section 3(a)(19) of the Exchange Act. (d) ( ) Investment Company registered under Section 8 of the Investment Company Act. (e) (x) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) ( ) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) ( ) A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) ( ) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) ( ) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). INVESTMENT MANAGEMENT (a) ( ) Broker or dealer registered under Section 15 of the Exchange Act. (b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act. (c) ( ) Insurance Company as defined in Section 3(a)(19) of the Exchange Act. (d) ( ) Investment Company registered under Section 8 of the Investment Company Act. (e) (x) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) ( ) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) ( ) A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) ( ) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) ( ) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. ( ) Item 4. OWNERSHIP. (a) Aggregate amount beneficially owned: 1,920,505 (See Exhibit A) (b) Percent of class: 7.81 % (c) Powers of shares: Sole Voting Power: 1,266,660 Shared Voting Power: 653,845 Sole Dispositive Power: 1,266,660 Shared Dispositive Power: 653,845 Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ( ). Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. See Exhibit A Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable Item 9. NOTICE OF DISSOLUTION OF GROUP. Not Applicable Item 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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: February 10, 2006 TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Maureen M. Milet -------------------- Maureen M. Milet Compliance Officer TEACHERS ADVISORS, INC. By: /s/ Maureen M. Milet -------------------- Maureen M. Milet Compliance Officer TIAA-CREF INVESTMENT MANAGEMENT, LLC By: /s/ Maureen M. Milet -------------------- Maureen M. Milet Compliance Officer EXHIBIT A ITEM 6. OWNERSHIP. Teachers Insurance and Annuity Association of America ("TIAA") presently holds 1,266,660 shares of Issuer's common stock for the benefit of TIAA Real Estate Account, a separate account of TIAA. In addition, TIAA, as the parent of two registered investment advisers, may be deemed to have indirect voting or investment discretion over 653,845 shares of Issuer's common stock that are beneficially owned by four registered investment companies--College Retirement Equities Fund ("CREF"), TIAA-CREF Institutional Mutual Funds ("Institutional Funds"), TIAA-CREF Mutual Funds ("Mutual Funds") and TIAA-CREF Life Funds ("Life Funds"), as well as the TIAA-CREF Asset Management Commingled Funds Trust I ("TCAM Funds")--whose investment advisers are TIAA-CREF Investment Management, LLC (in the case of CREF) and Teachers Advisors, Inc. (in the case of Institutional Funds, Mutual Funds, Life Funds and TCAM Funds), both of which are wholly owned subsidiaries of TIAA. TIAA is reporting the combined holdings of these entities for the purpose of administrative convenience. These shares were acquired in the ordinary course of business, and not with the purpose or effect of changing or influencing control of the Issuer. The filing of this statement should not be construed as an admission that TIAA is, for the purposes of Sections 13 or 16 of the Securities Exchange Act of 1934, the beneficial owner of these shares. -----END PRIVACY-ENHANCED MESSAGE-----