-----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, F11oUkXrVPJp7lC8MQPHUUsjF4QWa1B8ssfEacam2vg82JP6IVlyE7aXldF2kox5 zxSsVp8b5IRH5dl9l5S8vQ== /in/edgar/work/0000950142-00-000607/0000950142-00-000607.txt : 20000717 0000950142-00-000607.hdr.sgml : 20000717 ACCESSION NUMBER: 0000950142-00-000607 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000714 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LODGIAN INC CENTRAL INDEX KEY: 0001066138 STANDARD INDUSTRIAL CLASSIFICATION: [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: 673051 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: EDGECLIFF HOLDINGS LLC CENTRAL INDEX KEY: 0001109862 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 611359148 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 207 GRANDVIEW DRIVE CITY: FORT MITCHELL STATE: KY ZIP: 41017 BUSINESS PHONE: 6065781100 MAIL ADDRESS: STREET 1: 207 GRANDVIEW DRIVE CITY: FORT MICTCHELL STATE: KY ZIP: 41017 SC 13D/A 1 0001.txt AMENDMENT NO. 10 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) 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. July 13, 2000 (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*/ 00 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 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 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) 9.236% 14 TYPE OF REPORTING PERSON*/ 00 - ---------- */ 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 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,593,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.665% 14 TYPE OF REPORTING PERSON*/ CO - ---------- */ See Instructions Before Filling Out 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*/ 00 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 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 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) 9.236% 14 TYPE OF REPORTING PERSON*/ 00 - ---------- */ 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 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON*/ 00 - ---------- */ 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 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON*/ IN 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 4,191,800 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 4,191,800 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 4,191,800 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,191,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.901% 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 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/ [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON*/ 00 - ---------- */ See Instructions Before Filling Out 9 Edgecliff Holdings, LLC ("Edgecliff"), Casuarina Cayman Holdings Ltd. ("Casuarina"), Edgecliff Management, LLC ("Management"), the 1994 William J. Yung Family Trust (the "1994 Trust"), William J. Yung, Joseph Yung, and The 1998 William J. Yung and Martha A. Yung Family Trust (the "1998 Trust") (collectively, the "Reporting Persons") hereby amend the report on Schedule 13D filed by certain of the Reporting Persons on October 19, 1999, as amended by Amendment No. 1 filed on November 12, 1999, as amended by Amendment No. 2 filed on November 16, 1999, as amended by Amendment No. 3 filed on November 22, 1999, as amended by Amendment No. 4 filed on December 29, 1999, as amended by Amendment No. 5, filed on January 18, 2000, as amended by Amendment No. 6 filed on April 7, 2000, as amended by Amendment No. 7 filed on April 18, 2000, as amended by Amendment No. 8 filed on May 4, 2000 and as amended by Amendment No. 9 filed on May 30, 2000 (the "Schedule 13D"), in respect of the common stock, par value $.01 per share, of Lodgian, Inc., a Delaware corporation, as set forth below. 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. On July 13, 2000, Casuarina and its affiliates learned of a pending sale by Lodgian, Inc. of a group of 10 hotels for approximately $132,000,000. As a result of this knowledge, Causarina and its affiliates have, by letter dated July 13, 2000, informed Lodgian, Inc. that they believe the purchase price is substantially below replacement cost, current market value and the price Casuarina would have paid for the assets. Casuarina went on to state its belief that the Lodgian Board of Directors is acting in a self interested manner that is not in the best interest of all shareholders. Item 5. Interest in Securities of the Issuer. Unchanged. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. 10 Unchanged. Item 7. Material to be Filed as Exhibits. The Exhibit Index incorporated by reference in Item 7 of the Schedule 13D is hereby supplemented by adding the following to the end thereof. 16. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated July 13, 2000. 11 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: July 14, 2000 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 12 /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 13 Exhibit Index Exhibit Description 1 Engagement Letter between Casuarina Cayman Holdings Ltd. and Greenhill & Co., LLC, dated November 10, 1999.1/ - 2 Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated November 16, 1999.2/ - 3 Letter to Casuarina Cayman Holdings Ltd. from Lodgian, Inc., dated November 19, 1999.3/ - 4 Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated November 22, 1999.3/ - 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.3/ - 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.4/ - 7 Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated January 18, 2000.5/ - -------------------- 1/ Filed as an Exhibit to Amendment No. 1 to the Schedule 13D. - - 2/ Filed as an Exhibit to Amendment No. 2 to the Schedule 13D. - - 3/ Filed as an Exhibit to Amendment No. 3 to the Schedule 13D. - - 4/ Filed as an Exhibit to Amendment No. 4 to the Schedule 13D. - - 5/ Filed as an Exhibit to Amendment No. 5 to the Schedule 13D. - - (continued...) 14 8 Joint Filing Agreement, dated January 18, 2000, 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.5/ - 9 Complaint, dated April 7, 2000.6/ - 10 Motion, dated April 7, 2000.6 - 11 Joint Filing Agreement, dated April 7, 2000, 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.6 - 12 Notice of Edgecliff Holdings, LLC to Lodgian, Inc., dated April 18, 2000.7/ 13 Preliminary Proxy Statement of Edgecliff Holdings, LLC filed with the Securities and Exchange Commission on April 18, 2000. 14 Stockholder Request Letter to Lodgian, Inc. from Edgecliff Holdings, LLC, dated April 18, 2000. 15 Amendment No. 1 to Preliminary Proxy Statement of Edgecliff Holdings, LLC filed with the Securities and Exchange Commission on May 4, 2000.8/ - - -------- 5/ (continued...) - - 6/ Filed as an Exhibit to Amendment No. 6 to the Schedule 13D. - - 7/ Filed as an Exhibit to Amendment No. 7 to the Schedule 13D. - - 8/ Filed as an Exhibit to Amendment No. 8 to the Schedule 13D. - - 15 16 Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated July 13, 2000.9/ - - -------- 9/ Filed herewith. - - EX-16 2 0002.txt EXHIBIT 16 EXHIBIT 16 Casuarina Cayman Holdings Ltd. 207 Grandview Drive Ft Mitchell, Ky 41017 July 13, 2000 Fax 404 364 0088 Robert Cole, President Lodgian, Inc. 3445 Peachtree Road, N.E. Suite 700 Atlanta, GA 30325 Dear Mr. Cole: It has come to my attention that you are in the process of selling a group of 10 hotels, primarily on the west coast and consisting of approximately 2136 rooms, for approximately $ 132,000,000. Having recently built hotels on the west coast, and with our overall knowledge of the various markets involved, we believe that this is substantially below both replacement cost, and current market value. These hotels represent what we feel is the best potential for long term improvement in cash flows of all the Lodgian properties. I am certain that our organization would have offered at least $ 10,000,000. above the quoted price, had we been given the opportunity to review the hotels which were for sale. The fact that we were not given the opportunity to review these hotels and submit a bid can only lead us to believe that these hotels were poorly marketed and the price does not reflect the potential fair market value in a competitive bid situation. I believe that you, and the entire Board of Directors, are acting in a self interested manner and are clearly not acting in the best interest of all shareholders, particularly by not allowing all prospective buyers, including us, to bid on the properties. 17 In the interest of all shareholder's this transaction needs to be stopped immediately, and a comprehensive marketing process instituted to maximize value. Very truly yours, William J. Yung President cc: Joseph C. Calabro, Chairman Fax 610-975-9715 Michael Leven, Director Fax 404-321-4482 -----END PRIVACY-ENHANCED MESSAGE-----