-----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, QEXKVqoaQU/C2aDIqBWwRrgwFzW7lKMJituVh6SUQnicRb08f1Np5KQ9I1aX+Dt9 +cMQmOwS4PddePLMuOKMYg== 0000950142-99-000851.txt : 19991123 0000950142-99-000851.hdr.sgml : 19991123 ACCESSION NUMBER: 0000950142-99-000851 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991122 GROUP MEMBERS: 1994 WILLIAM J. YUNG FAMILY TRUST GROUP MEMBERS: CASUARINA CAYMAN HOLDINGS LTD. 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: 99762307 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. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) LODGIAN, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 54021P106 (CUSIP Number) Casuarina Cayman Holdings Ltd. 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 22, 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 17 Pages --------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Casuarina Cayman Holdings Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP */ (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS */ WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. 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 2,741,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES */ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8367% 14 TYPE OF REPORTING PERSON */ CO - ---------- */ See Instructions Before Filling Out SCHEDULE 13D CUSIP No. 54021P106 Page 3 of 17 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 2,741,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES */ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8367% 14 TYPE OF REPORTING PERSON */ OO - ---------- */ See Instructions Before Filling Out SCHEDULE 13D CUSIP No. 54021P106 Page 4 of 17 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 2,741,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES */ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8367% 14 TYPE OF REPORTING PERSON */ IN - ---------- */ See Instructions Before Filling Out SCHEDULE 13D CUSIP No. 54021P106 Page 5 of 17 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 195,562 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER 195,562 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,741,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES */ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8367% 14 TYPE OF REPORTING PERSON */ IN - ---------- */ See Instructions Before Filling Out 6 Item 1. Security and Issuer. Unchanged. Item 2. Identity and Background. The information below supplements the information previously reported in Item 2. This statement is being filed by Casuarina Cayman Holdings Ltd. ("Casuarina"), the 1994 William J. Yung Family Trust (the "Trust"), Joseph Yung (an individual), as Investment Advisor to the Trust, and William J. Yung (an individual). The Executive Officers and Directors of Casuarina are as follows: William J. Yung - Director and President Joseph E. Marquet - Director and Vice President - Finance William C. Beegle - Executive Vice President Theodore R. Mitchel - Secretary and Treasurer Joseph A. Yung - Vice President The address of the principal business office of each of Casuarina and the Executive Officers and Directors listed above, except for William J. Yung, is 207 Grandview Drive, Fort Mitchell, Kentucky 41017. The address of William J. Yung is 1200 Cypress Street, Cincinnati, Ohio 45206. Casuarina is a holding company owning 100% of the outstanding capital stock of Galleon Beach Resort, Ltd., a Cayman Islands, B.W.I. corporation which owns and operates a resort hotel in Grand Cayman, B.W.I. The present principal occupations of the Executive Officers and Directors of Casuarina are as follows: William J. Yung - President and Chief Executive Officer of Columbia Sussex Corporation Joseph E. Marquet - Chief Financial Officer and Vice President - Finance of Columbia Sussex Corporation William C. Beegle - Executive Vice President of Construction of Columbia Sussex Corporation Theodore R. Mitchel - Chief Accounting Officer and Secretary/Treasurer of Columbia Sussex Corporation 7 Joseph A. Yung - Director of Development of Columbia Sussex Corporation None of the persons on whose behalf this Schedule 13D is filed, nor, to the best knowledge of the persons filing this Schedule, any of the Executive Officers and Directors of Casuarina, have been convicted, during the last five years, in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the persons on whose behalf this Schedule 13D is filed, nor, to the best knowledge of the persons filing this Schedule, any of the Executive Officers and Directors of Casuarina, have been a party, during the last five years, to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in such person being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Casuarina is a corporation organized under the laws of Cayman Islands, British West Indies. Each of the other Executive Officers and Directors of Casuarina are citizens of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. The information below supplements the information previously reported in Item 3. The aggregate amount of funds expended on the purchases described in Item 5 below for the 143,600 shares of Common Stock, par value $0.01 per share, of Lodgian, Inc. (the "Shares") purchased by Casuarina is $861,600. Cash generally available in the business of Casuarina was used, and no borrowed funds were involved. Item 4. Purpose of Transaction. The information below supplements the information previously reported in Item 4. By letter dated November 19, 1999, Lodgian, Inc. rejected the proposal by Casuarina and its affiliates to acquire Lodgian, Inc. This letter is filed attached hereto as Exhibit 3. Casuarina responded to Lodgian, Inc.'s November 19, 1999 letter by delivering an additional letter to Lodgian, Inc. on November 22, 1999. This letter is filed attached hereto as Exhibit 4. Item 5. Interest in Securities of the Issuer. 8 The information below supplements the information previously reported in Item 5. Casuarina directly owns 143,600 Shares, which represents .5152% of the outstanding Shares. William J. Yung may be deemed to control Casuarina and, therefore, William J. Yung and Casuarina may be deemed to have beneficial ownership and voting and dispositive control of all of such Shares held of record by Casuarina. In addition, the Trust, Joseph Yung and William J. Yung, may, pursuant to Rule 13d-5 of the Securities Exchange Act of 1934, be deemed to be the beneficial owner of the 143,600 Shares owned directly by Casuarina. Also pursuant to Rule 13d-5 of the Securities Exchange Act of 1934, Casuarina may be deemed to be the beneficial owner of the 51,962 Shares owned directly by William J. Yung and the 2,546,138 Shares owned directly by the Trust. On November 22, 1999, Casuarina purchased 143,600 Shares at a cost of $6.00 per share which were made through broker/dealer transactions. 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. By letter dated November 19, 1999, Lodgian, Inc. rejected the proposal by Casuarina and its affiliates to acquire Lodgian, Inc. This letter is filed attached hereto as Exhibit 3. Casuarina responded to Lodgian, Inc.'s November 19, 1999 letter by delivering an additional letter to Lodgian, Inc. on November 22, 1999. This letter is filed attached hereto as Exhibit 4. 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. 9 Exhibit 2. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated November 16, 1999.***/ Exhibit 3. Letter to Casuarina Cayman Holdings Ltd. from Lodgian, Inc., dated November 19, 1999.****/ Exhibit 4. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated November 22, 1999.****/ Exhibit 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.****/ - -------- ***/ Filed as an Exhibit to Amendment No. 2 to the Schedule 13D. ****/ Filed herewith. 10 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 22, 1999 Casuarina Cayman Holdings Ltd. 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 /s/ Joseph Yung --------------- Joseph Yung /s/ William J. Yung ------------------- William J. Yung 11 Exhibit Index ------------- Exhibit Description ------- ----------- Exhibit 1. Engagement Letter between Casuarina Cayman Holdings Ltd. and Greenhill & Co., LLC, dated November 10, 1999.**/ Exhibit 2. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated November 16, 1999.***/ Exhibit 3. Letter to Casuarina Cayman Holdings Ltd. from Lodgian, Inc., dated November 19, 1999.****/ Exhibit 4. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated November 22, 1999.****/ Exhibit 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.****/ - -------- **/ Filed as an Exhibit to Amendment No. 1 to the Schedule 13D. ***/ Filed as an Exhibit to Amendment No. 2 to the Schedule 13D. ****/ Filed herewith. EX-3 2 EXHIBIT 3 12 Exhibit 3 LODGIAN, INC. ------------- November 19, 1999 Mr. William Yung President Casuarina Cayman Holdings, Ltd. 207 Grandview Drive Fort Mitchell, Kentucky 41017 Dear Mr. Yung: The Board of Directors of Lodgian, Inc. has reviewed your letter to Robert Cole dated November 16, 1999. The Board believes that the terms and conditions by which you propose to move forward regarding a purchase of the Company are not in the best interests of Lodgian shareholders. Moreover, we believe that the price you are considering offering for Lodgian shares materially understates the value of the Company's business and assets. We thank you for your interest. Very truly yours, /s/ Joseph C. Calabro - --------------------- Joseph C. Calabro Chairman of the Office of the Chairman EX-4 3 EXHIBIT 4 13 Exhibit 4 CASUARINA CAYMAN HOLDINGS LTD. 207 Grandview Drive Fort Mitchell, KY 41017-2799 November 22, 1999 Mr. Joseph C. Calabro Chairman of the Office of the Chairman Lodgian, Inc. 3445 Peachtree Road, N.E. Atlanta, GA 30326 Dear Mr. Calabro, We received your letter dated November 19, 1999 in response to my letter dated November 16, 1999. We do not know what you mean by rejecting the "terms and conditions" by which we propose to move forward regarding a purchase of Lodgian since our November 19 letter did not set forth any "terms and conditions." Indeed, we never used that phrase at all in our letter. All we had stated in our letter was simply the following: if Lodgian provides us with customary information for a transaction of this type, we believe we will promptly be in a position to offer Lodgian shareholders an extraordinary premium, entirely in cash, for all of their shares. As to your statement as to the inadequacy of our proposed valuation of $6.50 per share, this value represents an approximately 50 percent premium over recent trading levels. Moreover, providing us with the information we seek may enable us to increase our valuation above $6.50. We can only assume from your letter that the Lodgian Board is not interested in maximizing value for its shareholders and, therefore, is disregarding its fiduciary duties to act in the best interests of the owners of Lodgian. We have already received unsolicited calls from several of your shareholders indicating their support for our proposal. I urge you to reconsider and provide us with the information necessary to make what we believe would be a compelling offer to your shareholders. Summarily rejecting our proposal without due consideration is neither prudent 14 nor advisable. In any event, I assure you that we remain interested in acquiring Lodgian and will consider all available alternatives for achieving that objective for the benefit of all your shareholders. Sincerely, /s/ William J. Yung ------------------- William J. Yung President EX-5 4 EXHIBIT 5 15 Exhibit 5 Joint Filing Agreement Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit (the "Schedule 13D"), and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of each of the undersigned. This Agreement may be signed by the undersigned in separate counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Dated: November 22, 1999 Casuarina Cayman Holdings Ltd. 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 /s/ Joseph Yung --------------- Joseph Yung /s/ William J. Yung ------------------- William J. Yung -----END PRIVACY-ENHANCED MESSAGE-----