-----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, Gx121/sNGyxDUhErQ1v9bW/PwPUCnAgTxd7q5zwsTzUtjS4tUrGtEWwb3i8Ek7Kz 3uT1YIA2J4Gp85Gx641z1A== /in/edgar/work/20000720/0000950142-00-000636/0000950142-00-000636.txt : 20000920 0000950142-00-000636.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950142-00-000636 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000720 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: 675980 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. 12 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12) 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 19, 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 - ---------- */ 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 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, as amended by Amendment No. 9 filed on May 30, 2000, as amended by Amendment No. 10 filed on July 14, 2000 and as amended by Amendment No. 11 filed on July 19, 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 19, 2000, Casuarina Cayman Holdings, Ltd. ("Casuarina") and Edgecliff Holdings, LLC ("Edgecliff") filed a Verified Complaint for Declaratory and Injunctive Relief (the "Complaint") in the Court of Chancery of the State of Delaware in and for New Castle County, naming Lodgian, Inc. ("Lodgian") as defendant pursuant to 8 Del. C. Section 211 to establish a date for the annual meeting of stockholders of Lodgian. The Complaint alleges that: (1) upon information and belief, Lodgian has not held an annual meeting of stockholders for the election of directors since June 25, 1999 and, since that time, no action has been taken by written consent in lieu of an annual meeting to elect directors in accordance with 8 Del. C. Section 211(b); (2) as of the date of filing of the Complaint, Lodgian has not announced any date for the holding of an annual meeting of stockholders; and (3) pursuant to 8 Del. C. Section 211(c), in the event that a Delaware corporation fails to hold an annual meeting of stockholders for the election of directors or if there is a failure "to take action by written consent to elect directors in lieu of an annual 10 meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the organization of the corporation, its last annual meeting or the last action by written consent to elect directors in lieu of an annual meeting, the Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or director. The Complaint seeks judgment (a) summarily ordering Lodgian to hold an annual meeting of stockholders for the election of directors and (b) designating a time and place of such meeting, the record date for the determination of the stockholders of the Company entitled to vote, and the form of notice of such meeting. The above description of Casuarina's and Edgecliff's claims is qualified in its entirety by reference to the Complaint, a copy of which is attached hereto as Exhibit 19 and which is incorporated herein by reference. Also on July 19, 2000, Casuarina and Edgecliff filed a Motion (the "Motion") in the Court of Chancery of the State of Delaware in and for New Castle County moving for an expedited trial and expedited discovery. A copy of the Motion is attached hereto as Exhibit 20 and is incorporated herein by reference. Item 5. Interest in Securities of the Issuer. Unchanged. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. 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. 19. Complaint, dated July 19, 2000. 20. Motion, dated July 19, 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 20, 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. 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. 7/ 14. Stockholder Request Letter to Lodgian, Inc. from Edgecliff Holdings, LLC, dated April 18, 2000. 7/ 15. Amendment No. 1 to Preliminary Proxy Statement of Edgecliff Holdings, LLC filed with the Securities and Exchange Commission on May 4, 2000. 8/ 16. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated July 13, 2000. 9/ 17. Press Release issued by Lodgian, Inc., dated July 17, 2000. 10/ - -------- 5/ Filed as an Exhibit to Amendment No. 5 to the Schedule 13D. 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. 9/ Filed as an Exhibit to Amendment No. 10 to the Schedule 13D. 10/ Filed as an Exhibit to Amendment No. 11 to the Schedule 13D. 15 18. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated July 17, 2000. 10/ 19. Complaint, dated July 19, 2000. 11/ 20. Motion, dated July 19, 2000. 11/ - -------- 10/ Filed as an Exhibit to Amendment No. 11 to the Schedule 13D. 11/ Filed herewith. EX-19 2 0002.txt EXHIBIT 19 16 EXHIBIT 19 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY CASUARINA CAYMAN HOLDINGS LTD., ) a Cayman Islands, British West Indies ) corporation, and EDGECLIFF HOLDINGS, ) LLC, a Kentucky limited liability company, ) ) Plaintiffs, ) ) Civil Action No. ________ v. ) ) LODGIAN, INC., a Delaware corporation, ) ) Defendant. ) COMPLAINT --------- Plaintiffs, Casuarina Cayman Holdings Ltd. ("Casuarina") and Edgecliff Holdings, LLC ("Edgecliff"), by and through their undersigned attorneys, for their complaint, allege as follows: 1. This action is brought pursuant to 8 Del. C. Section 211 to establish a date for the annual meeting of stockholders of Lodgian, Inc. ("Lodgian" or the "Company"). 2. Plaintiff Casuarina is a corporation organized under the laws of the Cayman Islands, British West Indies. Casuarina is the beneficial owner of 1,593,700 shares of Lodgian common stock, representing approximately 5.67% of the outstanding shares. 3. Plaintiff Edgecliff is a Kentucky limited liability company, with its principal executive office in Fort Mitchell, Kentucky. Edgecliff is the record owner of 2,598,100 shares of Lodgian common stock, representing approximately 9.24% of the outstanding shares. 17 4. Defendant Lodgian is a Delaware corporation, engaged in hotel ownership and management, with its principal place of business in Atlanta, Georgia. 5. Upon information and belief, the Company has not held an annual meeting of stockholders for the election of directors since June 25, 1999 and, since that time, no action has been taken by written consent in lieu of an annual meeting to elect directors in accordance with Section 211(b). 6. As of the date of filing of this Complaint, the Company has not announced any date for the holding of an annual meeting of stockholders. 7. Pursuant to 8 Del. C. Section 211(c), in the event that a Delaware corporation fails to hold an annual meeting of stockholders for the election of directors or if there is a failure "to take action by written consent to elect directors in lieu of an annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the organization of the corporation, its last annual meeting or the last action by written consent to elect directors in lieu of an annual meeting, the Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or director." WHEREFORE, plaintiffs respectfully request that this Court enter an Order as follows: A. Summarily ordering the Company to hold an annual meeting of stockholders for the election of directors; 18 B. Designating a time and place of such meeting, the record date for the determination of the stockholders of the Company entitled to vote, and the form of notice of such meeting; C. Awarding plaintiff costs and attorneys' fees of this litigation; and D. Granting such other and further relief as the Court deems proper. MORRIS, NICHOLS, ARSHT & TUNNELL -------------------------------- Alan J. Stone Jessica Zeldin 1201 N. Market Street P.O. Box 1347 Wilmington, DE 19899 (302) 658-9200 Attorneys for Plaintiffs OF COUNSEL: Martin Flumenbaum Michael C. Keats PAUL, WEISS, RIFKIND, WHARTON & GARRISON 1285 Avenue of the Americas New York, New York 10019 (212) 373-3000 July 19, 2000 EX-20 3 0003.txt EXHIBIT 20 19 EXHIBIT 20 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY CASUARINA CAYMAN HOLDINGS ) LTD., a Cayman Islands, British West ) Indies corporation, and EDGECLIFF ) HOLDINGS, LLC, a Kentucky limited ) liability company, ) ) Plaintiffs, ) Civil Action No. ________ ) v. ) ) LODGIAN, INC., a Delaware corporation, ) ) Defendant. ) NOTICE OF MOTION ---------------- TO: Lodgian, Inc. Anne C. Foster, Esquire c/o The Corporation Trust Company RICHARDS, LAYTON & FINGER 1201 Orange Street One Rodney Square Wilmington, DE 19801 Wilmington, DE 19801 20 PLEASE TAKE NOTICE that the undersigned will present the attached Motion to Expedite at the earliest convenience of the Court and counsel. MORRIS, NICHOLS, ARSHT & TUNNELL -------------------------------- Alan J. Stone Jessica Zeldin 1201 N. Market Street P.O. Box 1347 Wilmington, DE 19899 (302) 658-9200 Attorneys for Plaintiffs OF COUNSEL: Martin Flumenbaum Michael C. Keats PAUL, WEISS, RIFKIND, WHARTON & GARRISON 1285 Avenue of the Americas New York, New York 10019 (212) 373-3000 July 19, 2000 21 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY CASUARINA CAYMAN HOLDINGS ) LTD., a Cayman Islands, British West ) Indies corporation, and EDGECLIFF ) HOLDINGS, LLC, a Kentucky limited ) liability company, ) ) Plaintiffs, ) Civil Action No. ________ ) v. ) ) LODGIAN, INC., a Delaware corporation, ) ) Defendant. ) MOTION TO EXPEDITE PROCEEDINGS ------------------------------ Plaintiffs, Casuarina Cayman Holdings Ltd. and Edgecliff Holdings, LLC, by and through their undersigned counsel, hereby move this Court for an Order in the form attached hereto expediting this proceeding by: 1. Pursuant to Court of Chancery Rule 12(a), requiring defendants to move, answer or otherwise plead in response to the Complaint within seven (7) days of service; 2. Scheduling trial of this action at the earliest available date. The grounds for this motion are that the last annual meeting of Lodgian, Inc. stockholders was held on June 25, 1999, almost 13 months ago and, as of the day of the filing of this Complaint, Lodgian, Inc. had not announced the date for the annual meeting of stockholders. Plaintiffs have moved to compel an annual meeting pursuant to 8 Del. C. Section 211, which contemplates a summary proceeding. 22 WHEREFORE, plaintiffs respectfully request that the Court enter an Order substantially in the form attached expediting discovery and scheduling a prompt trial in this action. MORRIS, NICHOLS, ARSHT & TUNNELL -------------------------------- Alan J. Stone Jessica Zeldin 1201 N. Market Street P.O. Box 1347 Wilmington, DE 19899 (302) 658-9200 Attorneys for Plaintiffs OF COUNSEL: Martin Flumenbaum Michael C. Keats PAUL, WEISS, RIFKIND, WHARTON & GARRISON 1285 Avenue of the Americas New York, New York 10019 (212) 373-3000 July 19, 2000 23 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY CASUARINA CAYMAN HOLDINGS ) LTD., a Cayman Islands, British West ) Indies corporation, and EDGECLIFF ) HOLDINGS, LLC, a Kentucky limited ) liability company, ) ) Plaintiffs, ) Civil Action No. ________ ) v. ) ) LODGIAN, INC., a Delaware corporation, ) ) Defendant. ) ORDER Plaintiffs having moved the Court for the entry of an Order expediting proceedings in this matter, and the Court having found good cause therefore, IT IS HEREBY ORDERED this __ day of July, 2000, that: 1. Plaintiffs' motion to expedite is GRANTED; 2. Defendants shall be required to move, answer or otherwise plead in response to the Complaint within seven days of service; 3. This case is scheduled for trial on ____________. ------------------------------------ Vice Chancellor -----END PRIVACY-ENHANCED MESSAGE-----