-----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, SDkhCbv58vgLIJ1Bx37cdq/oafxjvz4kR66BSE50YFQsipwmOKSeXApN6nGe9J/W MzoDhL3RryKcmnSBL4HRHQ== 0000950142-99-000932.txt : 19991230 0000950142-99-000932.hdr.sgml : 19991230 ACCESSION NUMBER: 0000950142-99-000932 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991229 GROUP MEMBERS: 1994 WILLIAM J. YUNG FAMILY TRUST GROUP MEMBERS: CASUARINA CAYMAN HOLDINGS LTD. GROUP MEMBERS: EDGECLIFF HOLDINGS, LLC GROUP MEMBERS: EDGECLIFF MANAGEMENT, LLC GROUP MEMBERS: JOSEPH YUNG GROUP MEMBERS: THE 1998 WILLIAM J. YUNG & MARTHA A. YUNG FAM TST GROUP MEMBERS: WILLIAM J. YUNG 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: 99782656 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. 4 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) LODGIAN, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 54021P106 (CUSIP Number) Edgecliff Holdings, LLC Casuarina Cayman Holdings Ltd. Edgecliff Management, LLC 1994 William J. Yung Family Trust Joseph Yung William J. Yung The 1998 William J. Yung and Martha A. Yung Family Trust 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. December 28, 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 --------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Edgecliff Holdings, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP */ (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS */ OO 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 2,941,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES */ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.54862% 14 TYPE OF REPORTING PERSON */ OO - ---------- */ See Instructions Before Filling Out SCHEDULE 13D CUSIP No. 54021P106 Page 3 --------- 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 2,941,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES */ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.54862% 14 TYPE OF REPORTING PERSON */ CO - ---------- */ See Instructions Before Filling Out SCHEDULE 13D CUSIP No. 54021P106 Page 4 --------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Edgecliff Management, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP */ (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS */ OO 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 2,941,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES */ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.54862% 14 TYPE OF REPORTING PERSON */ OO - ---------- */ See Instructions Before Filling Out SCHEDULE 13D CUSIP No. 54021P106 Page 5 --------- 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 Ohio 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 2,941,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES */ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.54862% 14 TYPE OF REPORTING PERSON */ OO - ---------- */ See Instructions Before Filling Out SCHEDULE 13D CUSIP No. 54021P106 Page 6 --------- 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 and The 1998 William J. Yung and Martha A. 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 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 2,941,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES */ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.54862% 14 TYPE OF REPORTING PERSON */ IN - ---------- */ See Instructions Before Filling Out SCHEDULE 13D CUSIP No. 54021P106 Page 7 --------- 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 2,941,700 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER 2,941,700 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,941,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES */ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.54862% 14 TYPE OF REPORTING PERSON */ IN - ---------- */ See Instructions Before Filling Out SCHEDULE 13D CUSIP No. 54021P106 Page 8 --------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS The 1998 William J. Yung and Martha A. 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 Ohio 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 2,941,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES */ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.54862% 14 TYPE OF REPORTING PERSON */ OO - ---------- */ See Instructions Before Filling Out 9 Item 1. Security and Issuer. Item 1 is restated in its entirety as follows. This Schedule 13D relates to the Common Stock, par value $.01 per share (the "Shares"), of Lodgian, Inc., a Delaware corporation. The address of Lodgian, Inc.'s principal executive offices is Two Live Oak Center, 3445 Peachtree Road, N.E., Suite 700, Atlanta, Georgia 30326. Item 2. Identity and Background. The information below supplements the information previously reported in Item 2. This statement is being filed by Edgecliff Holdings, LLC ("Holdings"), Casuarina Cayman Holdings Ltd. ("Casuarina"), Edgecliff Management, LLC, ("Management"), the 1994 William J. Yung Family Trust (the "1994 Trust"), Joseph Yung (an individual), as Investment Advisor to the 1994 Trust and The 1998 William J. Yung and Martha A. Yung Family Trust (the "1998 Trust"), the 1998 Trust and William J. Yung (an individual). On December 28, 1999, the 1994 Trust transferred all 2,546,138 of the Shares it owned directly to Holdings. Also on December 28, 1999, William J. Yung transferred all 51,962 of the Shares he owned directly to Management, which then transferred such 51,962 Shares to Holdings. Holdings and Management are organized under the laws of Kentucky as limited liabilities companies. Holdings and Management are primarily engaged in the business of investing in securities. The Executive Officers of Holdings and Management are as follows: William J. Yung - President Joseph E. Marquet - Vice President - Finance Theodore R. Mitchel - Secretary and Treasurer The members of Holdings are the 1994 Trust and Management. The members of Management are William J. Yung and the 1998 Trust. The sole managing member of Holdings is Management. The sole managing member of Management is William J. Yung. The address of the principal business office of each of Holdings, Management and the Executive Officers of Holdings and Management, 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. The present principal occupations of the Executive Officers of Holdings and Management are as follows: 10 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 Theodore R. Mitchel - Chief Accounting Officer and Secretary/Treasurer of Columbia Sussex Corporation Columbia Sussex Corporation's principal business is owning and managing hotels. The address of Columbia Sussex Corporation's principal office is 207 Grandview Drive, Fort Mitchell, Kentucky 41017. Each of the Executive Officers of Holdings and Management are citizens of the United States of America. The 1994 Trust and the 1998 Trust were organized under the laws of Ohio. The business of the 1998 Trust is to hold its assets for the beneficiaries of the 1998 Trust in accordance with the Trust Agreement dated March 10, 1998 and to dispose of such assets and make distributions to such beneficiaries in accordance with the Trust Agreement.**/ The address of the 1998 Trust's principal office is 207 Grandview Drive, Fort Mitchell, Kentucky 41017. Joseph Yung is the Investment Advisor to the 1994 Trust and the 1998 Trust. Joseph Yung is a citizen of the United States of America. Joseph Yung's present principal occupation is 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 of Holdings and Management, 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 of Holdings and Management, 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. Item 3. Source and Amount of Funds or Other Consideration. - ------------------------- **/ The ultimate beneficiaries of the trust are William J. Yung's seven children: Joseph Yung, Julie Yung, Judy Yung, Jenny Yung, Michelle Yung, Scott Yung and William J. Yung, IV. 11 The information below supplements the information previously reported in Item 3. In exchange for the 1994 Trust's transfer of 2,546,138 Shares to Holdings, the 1994 Trust obtained 100 common units of Holdings. In exchange for William J. Yung's transfer of 51,962 Shares to Management, William J. Yung obtained 9 voting units and 6,991 nonvoting units of Management. On December 29, 1999, William J. Yung transferred 5,730 nonvoting units of Management to the 1998 Trust. William J. Yung received no consideration for this transfer from the 1998 Trust. In exchange for Management's transfer of the 51,962 Shares to Holdings, Management obtained 266,305.25 preferred units of Holdings. Item 4. Purpose of Transaction. Unchanged. Item 5. Interest in Securities of the Issuer. The information below supplements the information previously reported in Item 5. Casuarina directly owns 343,600 Shares, which represents 1.23211% 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 1994 Trust, the 1998 Trust, Holdings, Management, Joseph Yung and William J. Yung, may, pursuant to Rule 13d-5 of the Securities Exchange Act of 1934 (the "Securities Act"), be deemed to be the beneficial owner of the 343,600 Shares owned directly by Casuarina. Holdings directly owns 2,598,100 Shares, which represents 9.31651% of the outstanding Shares. William J. Yung as the sole managing member of Management, which is the sole managing member of Holdings, may be deemed to control Holdings and, therefore, William J. Yung and Holdings may be deemed to have beneficial ownership and voting and dispositive control of all of such Shares held of record by Holdings. In addition, Casuarina, the 1994 Trust, the 1998 Trust, Holdings, Management, Joseph Yung and William J. Yung, may, pursuant to Rule 13d-5 of the Securities Act, be deemed to be the beneficial owner of the 2,598,100 Shares owned directly by Holdings. 12 Set forth below is a schedule of transactions of the Shares effected by Casuarina after November 22, 1999, all of which involved purchases of Shares by Casuarina which were made through broker/dealer transactions. Date of Transaction No. of Shares Purchase Price Per Share - ------------------- ------------- ------------------------ December 20, 1999 3,000 $4.8750 December 20, 1999 47,000 $5.000 December 21, 1999 50,000 $5.000 December 27, 1999 50,000 $5.000 December 28, 1999 50,000 $5.000 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Unchanged. 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.***/ 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.*****/ - ------------------------- ***/ 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 as an Exhibit to Amendment No. 3 to the Schedule 13D. - ----- 13 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.*****/ Exhibit 6. Joint Filing Agreement, dated December 29, 1999, among Edgecliff Holdings, LLC, Casuarina Cayman Holdings Ltd., Edgecliff Management, LLC, 1994 William J. Yung Family Trust, Joseph Yung, William J. Yung and The 1998 William J. Yung and Martha A. Yung Family Trust.******/ - ------------------------- ******/ Filed herewith. - ------ 14 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: December 29, 1999 EDGECLIFF HOLDINGS, LLC By: /s/ William J. Yung ----------------------------- Name: William J. Yung Title: President CASUARINA CAYMAN HOLDINGS LTD. By: /s/ William J. Yung ----------------------------- Name: William J. Yung Title: President EDGECLIFF MANAGEMENT, LLC 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 15 /s/ Joseph Yung ----------------------------- Joseph Yung /s/ William J. Yung ----------------------------- William J. Yung THE 1998 WILLIAM J. YUNG AND MARTHA A. YUNG FAMILY TRUST By: The Fifth Third Bank, as Trustee By: /s/ Timothy A. Rodgers ----------------------------- Name: Timothy A. Rodgers Title: Trust Officer 16 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.****/ ---- 3 Letter to Casuarina Cayman Holdings Ltd. from Lodgian, Inc., dated November 19, 1999.*****/ ----- 4 Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated November 22, 1999.*****/ ----- 5 Joint Filing Agreement, dated November 22, 1999, among Casuarina Cayman Holdgings Ltd., the 1994 William J. Yung Family Trust, Joseph Yung and William J. Yung.*****/ ----- 6 Joint Filing Agreement, dated December 29, 1999, among Edgecliff Holdings, LLC, Casuarina Cayman Holdings Ltd., Edgecliff Management, LLC, 1994 William J. Yung Family Trust, Joseph Yung, William J. Yung and The 1998 William J. Yung and Martha A. Yung Family Trust.******/ - ------------------------- ***/ 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 as an Exhibit to Amendment No. 3 to the Schedule 13D. - ----- ******/ Filed herewith. - ------ 17 Exhibit 6 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: December 29, 1999 EDGECLIFF HOLDINGS, LLC By: /s/ William J. Yung ----------------------------- Name: William J. Yung Title: President CASUARINA CAYMAN HOLDINGS LTD. By: /s/ William J. Yung ----------------------------- Name: William J. Yung Title: President EDGECLIFF MANAGEMENT, LLC By: /s/ William J. Yung ----------------------------- Name: William J. Yung Title: President 18 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 THE 1998 WILLIAM J. YUNG AND MARTHA A. YUNG FAMILY TRUST By: The Fifth Third Bank, as Trustee By: /s/ Timothy A. Rodgers ----------------------------- Name: Timothy A. Rodgers Title: Trust Officer -----END PRIVACY-ENHANCED MESSAGE-----