-----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, HOSCmQ7FPzFF/KyYGBF6AdxbO1LJzatgYaUkyszw0qhws7oW48fWhxHyZFb0KtTQ dYhNexnx/qOqz5pziez8zQ== 0000950142-99-000845.txt : 19991117 0000950142-99-000845.hdr.sgml : 19991117 ACCESSION NUMBER: 0000950142-99-000845 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991116 GROUP MEMBERS: 1994 WILLIAM J. YUNG FAMILY TRUST GROUP MEMBERS: JOSEPH YUNG, INVESTMENT ADVISOR TO THE 1994 GROUP MEMBERS: WILLIAM J. YUNG GROUP MEMBERS: WILLIAM J. YUNG FAMILY TRUST GROUP MEMBERS: YUNG WILLIAM J 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: 99759039 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: YUNG WILLIAM J CENTRAL INDEX KEY: 0001097189 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 207 GRANDVIEW DRIVE CITY: FT MITCHELL STATE: KY ZIP: 41017 BUSINESS PHONE: 6063310091 MAIL ADDRESS: STREET 1: 207 GRANDVIEW DRIVE CITY: FT MITCHELL STATE: KY ZIP: 41017 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) LODGIAN, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 54021P106 (CUSIP Number) 1994 William J. Yung Family Trust William J. Yung 207 Grandview Drive Fort Mitchell, Kentucky 41017 Attn: Mr. William J. Yung with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019-6064 Attn: James M. Dubin, Esq. November 16, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. 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). SCHEDULE 13D CUSIP No. 54021P106 Page 2 of 10 Pages --------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 1994 William J. Yung Family Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP */ (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS */ Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,598,100 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES */ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3215% 14 TYPE OF REPORTING PERSON */ OO - ---------- */ See Instructions Before Filling Out SCHEDULE 13D CUSIP No. 54021P106 Page 3 of 10 Pages --------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Joseph Yung, Investment Advisor to the 1994 William J. Yung Family Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP */ (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS */ Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7 SOLE VOTING POWER NUMBER OF 2,546,138 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER 2,546,138 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,598,100 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES */ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3215% 14 TYPE OF REPORTING PERSON */ IN - ---------- */ See Instructions Before Filling Out SCHEDULE 13D CUSIP No. 54021P106 Page 4 of 10 Pages --------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS William J. Yung 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP */ (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS */ Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7 SOLE VOTING POWER NUMBER OF 51,962 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER 51,962 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,598,100 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES */ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3215% 14 TYPE OF REPORTING PERSON */ IN - ---------- */ See Instructions Before Filling Out Page 5 of 10 Pages Item 1. Security and Issuer. Unchanged. Item 2. Identity and Background. Unchanged. Item 3. Source and Amount of Funds or Other Consideration. Unchanged. Item 4. Purpose of Transaction. The information below supplements the information previously reported in Item 4. Casuarina Cayman Holdings Ltd. ("Casuarina") and its affiliates have by a letter dated November 16, 1999 informed Lodgian, Inc. of their intention to offer to acquire Lodgian, Inc. In addition, Casuarina and its affiliates have requested certain due diligence information from Lodgian, Inc. Item 5. Interest in Securities of the Issuer. Unchanged. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information below supplements the information previously reported in Item 6. Casuarina and its affiliates have by a letter dated November 16, 1999 informed Lodgian, Inc. of their intention to offer to acquire Lodgian, Inc. In addition, Casuarina and its affiliates have requested certain due diligence information from Lodgian, Inc. This letter is attached hereto as Exhibit 2. Item 7. Material to be Filed as Exhibits. Item 7 is hereby amended and restated in its entirety to read as follows: Exhibit 1. Engagement Letter between Casuarina Cayman Holdings Ltd. and Greenhill & Co., LLC, dated November 10, 1999.**/ - -------- **/ Filed as an Exhibit to Amendment No. 1 to the Schedule 13D. Page 6 of 10 Pages Exhibit 2. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated November 16, 1999.***/ - -------- ***/ Filed herewith. Page 7 of 10 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. Dated: November 16, 1999 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 /s/ Joseph Yung --------------- Joseph Yung /s/ William J. Yung ------------------- William J. Yung Page 8 of 10 Pages Exhibit Index Exhibit Description - ------- ----------- 1 Engagement Letter between Casuarina Cayman Holdings Ltd. and Greenhill & Co., LLC, dated November 10, 1999.**/ 2 Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated November 16, 1999.***/ - -------- **/ Filed as an Exhibit to Amendment No. 1 to the Schedule 13D. ***/ Filed herewith. EX-2 2 EXHIBIT 2 Page 9 of 10 Pages Exhibit 2 CASUARINA CAYMAN HOLDINGS, LTD. 207 Grandview Drive Fort Mitchell, KY 41017 November 16, 1999 Lodgian, Inc. 3445 Peachtree Road, NE Suite 700 Atlanta, GA 30326 Attention: Mr. Robert S. Cole, President and Chief Executive Officer Dear Mr. Cole: I wanted to thank you for meeting with us last Wednesday. I thought our discussions were productive and hope they will lead to a transaction where we could provide Lodgian, Inc. ("Lodgian") stockholders with a transaction that maximizes shareholder value. The purpose of this letter is to express, for the benefit of your Board, our and our affiliates' interest in acquiring all of the capital stock of Lodgian on a mutually satisfactory basis. Our review of publicly available information concerning your company and our knowledge of the industry has left us with the belief that Lodgian's financial performance and its stock price do not reflect the potential value inherent in its business. We believe an acquisition of Lodgian by us at this time to be an attractive opportunity that would be highly beneficial to your stockholders. We believe, subject to due diligence, that we would be in a position to offer to acquire Lodgian for $6.50 per share in cash, thereby providing your shareholders with more than a 48 percent premium over the closing share price on the day before we met last week. As the largest full-service Marriott franchisee and owner-operator of 41 full-service hotels (with 4 more in construction), we and our affiliates are confident that we have the size, capital resources and hotel operating track record to deliver this premium valuation. In order to confirm this valuation and complete our financing arrangements, we obviously need access to non-public information and the assistance of you and your management. Accordingly, we request that you make such information available to us so that we can present our best possible proposal to you and your shareholders, which may ultimately be more than the amount set forth above. In any event, we request that you make available to us any pertinent information which is available to your management or is made available to your investment bankers or third parties for the purpose of evaluating or pursuing alternative transactions. We believe we are in a position to offer greater value to your shareholders than any alternative acquiror. We also believe that in light of your fiduciary responsibilities, you cannot erect obstacles which prevent shareholders from having a fair opportunity to consider and respond to our proposal. As Page 10 of 10 Pages your advisors will undoubtedly make you aware, your fiduciary duties require that you not take any steps which would tend to entrench management or tilt the playing field in favor of management or any other bidder without giving us a fair and equal opportunity to compete. We have devoted substantial time and attention to our analysis of an acquisition of Lodgian and are completely confident that such a transaction can be completed expeditiously. We are certain you will find our proposed valuation fair and generous--indeed compelling--to Lodgian's shareholders. Accordingly, we believe that, in the exercise of your fiduciary duties, you need to give our proposal a fair hearing. We are prepared to meet promptly with you and your representatives to answer any questions you may have about our proposal and to negotiate a mutually beneficial transaction. You may reach me at our office (513-861-6700). As you can appreciate, with a proposal of this kind, time is of the essence. We will expect to hear from you, as you informed us we would, on Friday, November 19, 1999. We believe that it is highly desirable to be able to discuss an acquisition of your company on a confidential basis. However, due to our status as a Schedule 13D filer, please be advised that we must promptly file a copy of this letter with an amendment to our Schedule 13D filing. Such public disclosure is not intended to impede the direct friendly negotiations we seek. We look forward to hearing from you. Very truly yours, /s/ William J. Yung ------------------- William J. Yung President -----END PRIVACY-ENHANCED MESSAGE-----