-----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, TyX32VwojEEzi30CmGxtLHzFRudY5Bg3M4JlzguXvSdM7JpbUx+VdMeT+axf4jZr HdEDFQIsSL6x+bVemFZ5kw== 0000950142-00-000991.txt : 20001212 0000950142-00-000991.hdr.sgml : 20001212 ACCESSION NUMBER: 0000950142-00-000991 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001211 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: 786631 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. 20 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20) 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 10, 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. 2 *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). 3 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, as amended by Amendment No. 11 filed on July 19, 2000, as amended by Amendment No. 12 filed on July 20, 2000, as amended by Amendment No. 13 filed on August 22, 2000, as amended by Amendment No. 14 on August 31, 2000, as amended by Amendment No. 15 filed on September 8, 2000, as amended by Amendment No. 16 filed on September 18, 2000, as amended by Amendment No. 17 filed on October 5, 2000, as amended by Amendment No. 18 filed on October 17, 2000, and as amended by Amendment No. 19 on October 25, 2000 (the "Schedule 13D"), in respect of the common stock, par value $.01 per share, of Lodgian, Inc., a Delaware corporation ("Lodgian"), 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. ------------------------------------------------- The information below supplements the information previously reported in item 3. As described in Item 4 below, Edgecliff has proposed, subject to due diligence and other customary conditions, to acquire Lodgian for $4.75 per share of common stock (the "Edgecliff Offer"). The Edgecliff Offer would be funded through a combination of cash from Edgecliff and its affiliates, preferred equity financing from DLJ Real Estate Capital Partners, Inc., and debt financing raised by Lehman Brothers Holdings Inc. in the amounts described in the Letter (as defined below). In addition, a portion of Lodgian's high yield bonds would be refinanced pursuant to an exchange offer. Item 4. PURPOSE OF TRANSACTION. ---------------------- The information below supplements the information previously reported in item 4. 4 On December 10, 2000, Edgecliff delivered a letter (the "Letter") to Lodgian in which it offered to acquire Lodgian for $4.75 per share of common stock, subject to due diligence and other customary conditions. A copy of the Letter is attached hereto as Exhibit 33 and is incorporated herein by reference. The above description of the Letter is qualified in its entirety by reference to the Letter. 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. 33. Letter, dated December 10, 2000. 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 10, 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 /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 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 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 - ------------------------ 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. 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 18. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated July 17, 2000. 10 - ------------------------ 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. 19. Complaint, dated July 19, 2000. 11 20. Motion, dated July 19, 2000. 11 21. Lodgian Complaint, dated August 16, 2000. 12 22. Definitive Proxy Statement of Edgecliff Holdings, LLC filed with the Securities and Exchange Commission on August 31, 2000. 13 23. Press Release, dated August 31, 2000. 13 24. Motion to Dismiss, dated September 7, 2000. 14 25. Additional Soliciting Material. 15 26. Additional Soliciting Material. 15 27. Press Release, dated October 3, 2000. 16 28. Additional Soliciting Material. 16 29. DLJ Agreement. 17 30. Lehman Agreement. 17 31. Letter, dated October 16, 2000. 17 32. Confidentiality Agreement. 18 33. Letter, dated December 10, 2000. 19 - ------------------------ 11 Filed as an Exhibit to Amendment No. 12 to the Schedule 13D. 12 Filed as an Exhibit to Amendment No. 13 to the Schedule 13D. 13 Filed as an Exhibit to Amendment No. 14 to the Schedule 13D. 14 Filed as an Exhibit to Amendment No. 15 to the Schedule 13D. 15 Filed as an Exhibit to Amendment No. 16 to the Schedule 13D. 16 Filed as an Exhibit to Amendment No. 17 to the Schedule 13D. 17 Filed as an Exhibit to Amendment No. 18 to the Schedule 13D. 18 Filed as an Exhibit to Amendment No. 19 to the Schedule 13D. 19 Filed as an Exhibit to Amendment No. 20 to the Schedule 13D. EX-99 2 0002.txt EXHIBIT A EXHIBIT A EDGECLIFF HOLDINGS, LLC 207 Grandview Drive Fort Mitchell, KY 41017 December 10, 2000 Lodgian, Inc. 3445 Peachtree Road, NE Suite 700 Atlanta, GA 30326 Attention: Mr. Joseph C. Calabro, Chairman of the Board Dear Mr. Calabro: Edgecliff, Inc. ("EDGECLIFF"), a wholly owned subsidiary of Edgecliff Holdings, LLC ("PARENT"), hereby makes the following proposal, pursuant to which holders of shares of common stock of Lodgian, Inc. ("LODGIAN") (including shares issued upon the conversion of the Lodgian Capital Trust 7% Convertible Redeemable Equity Structured Trust Securities issued pursuant to a prospectus dated September 2, 1999 (the "CRESTS")) (the "SHARES") would receive $4.75 per Share in cash for their respective Shares (the "CASH PRICE"), subject to the terms and conditions set forth below. Our proposal contemplates that the acquisition of Lodgian would take the form of a merger (the "MERGER") pursuant to which a newly created, wholly-owned subsidiary of Edgecliff would be merged with and into Lodgian, with Lodgian as the surviving entity of the Merger. Pursuant to the Merger, holders of Shares would receive, in exchange for their Shares, an amount of cash per Share equal to the Cash Price. The aggregate Cash Price for all the Shares, the repayment of a portion of Lodgian's presently outstanding debt and the payment of certain fees and expenses would be funded with a combination of equity and debt financing. The equity financing would consist of (a) a capital contribution from Parent of $65 million and (b) pursuant to a letter and memorandum of understanding (attached hereto as Schedule A), dated as of June 14, 2000, executed by Columbia Sussex Corporation (an affiliate of Edgecliff) and DLJ Real Estate Capital Partners, Inc. ("RECP"), a preferred stock investment in Edgecliff from RECP in an aggregate amount up to $150 million. The debt financing would be provided by Lehman Brothers Holdings Inc. ("LEHMAN," together with Parent and RECP, the "FINANCING SOURCES") on the terms and conditions set forth in the commitment letter and term sheet to be executed (attached hereto as Schedule B). In addition, a portion of Lodgian's presently outstanding high yield bonds would be refinanced pursuant to an exchange offer as set forth on Schedule C attached hereto. We understand that Lodgian is in the process of selling certain properties which you have previously disclosed to us and are set forth on Schedule I to Exhibit A attached hereto. Our proposal assumes that these properties, if sold, are sold for prices not materially less than those set forth on Schedule I and that no other properties are sold. Our proposal also assumes that Lodgian's outstanding debt at December 31, 2000 is not greater than $730 million, after giving effect to the sale of the properties set forth on Schedule I. Upon your acceptance of our proposal as set forth in this letter and your execution of an agreement substantially in the form set forth as Exhibit A attached hereto, we are prepared to complete our due diligence review of Lodgian and to meet with you and your advisors to discuss our comments on the draft Agreement and Plan of Merger we received from you and to work on finalizing other definitive agreements (collectively, the "DEFINITIVE AGREEMENTS") with Lodgian. Such Definitive Agreements would contain customary representations, warranties, covenants and other provisions. In addition, consummation of the proposed transaction by Edgecliff would be subject to the conditions set forth in the Definitive Agreements, including but not limited to, those set forth on Schedule C attached hereto. Of course, at this stage of the process, our proposal is only an expression of interest and is not intended to be legally binding, and Edgecliff does not intend to be legally bound to any transaction with Lodgian unless and until the Definitive Agreements are fully executed and delivered. We believe Edgecliff is uniquely positioned to proceed with a transaction in the best interests of Lodgian stockholders on an expeditious basis. The schedules and exhibits attached to this letter are intended to be confidential and should not be disclosed by you to any person (other than those of your employees and advisors who need to receive them for appropriate consideration by you of their contents, who shall be subject to the same confidentiality obligation) unless disclosure is required by law. In the event Lodgian determines that disclosure is so required, we request that any such disclosure be reviewed by Edgecliff and its advisors prior to its release. Pursuant to the confidentiality agreement with you, we hereby advise you that our counsel has advised us that public disclosure of this letter is required under Section 13(d) of the Securities Exchange Act of 1934, as amended, as soon as practicable. This proposal is open until 5:00 p.m., New York City time, on Wednesday, December 13, 2000, and will expire at that time if not accepted. We look forward to working with you on this proposed transaction. You may contact any of the following to discuss this proposal: Joseph E. Marquet Work: (859) 578-1108 (Columbia Sussex) Home: (513) 385-3343 Cell: (513) 260-5305 James M. Dubin Work: (212) 373-3026 (Paul, Weiss) Home: (914) 967-3127 Cell: (917) 952-7300 Scott L. Bok Work: (212) 408-0683 (Greenhill & Co.) Home: (212) 396-0441 Cell: (917) 941-4891 John D. Liu Work: (212) 408-0678 (Greenhill & Co.) Home: (212) 585-2142 Cell: (917) 532-3450. Very truly yours, /s/ William J. Yung ------------------- William J. Yung President cc: Robert S. Cole John M. Lang Michael A. Leven Peter R. Tyson Richard H. Weiner Anthony Larino Dennis J. Block -----END PRIVACY-ENHANCED MESSAGE-----