-----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, HjTj5kFvr4aibVid7yLWTzu9KGmAKR14QtV+p4p7FKseW02Tm7fCQwKzPbKE0sLP pPRt9zIHCmhSmoqBPUNj6A== 0001099281-04-000025.txt : 20040116 0001099281-04-000025.hdr.sgml : 20040116 20040116112244 ACCESSION NUMBER: 0001099281-04-000025 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040116 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54947 FILM NUMBER: 04528888 BUSINESS ADDRESS: STREET 1: 3445 PEACHTREE ROAD N E SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4043649400 MAIL ADDRESS: STREET 1: 3445 PEACHTREE ROAD N E SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30326 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THIRD AVENUE MANAGEMENT LLC CENTRAL INDEX KEY: 0001099281 IRS NUMBER: 010690900 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 622 THIRD AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128885222 MAIL ADDRESS: STREET 1: 622 THIRD AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: EQSF ADVISERS INC DATE OF NAME CHANGE: 19991118 SC 13G/A 1 lodgian2004.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) LODGIAN, INC. ------------------------------------------------------ (NAME OF ISSUER) COMMON STOCK, PAR VALUE $0.01 ------------------------------------------------------ (TITLE OF CLASS OF SECURITIES) Common Stock: 54021P205 Class A Warrants: 54021P114 Class B Warrants: 54021P122 ------------------------------------------------------ (CUSIP NUMBER) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) 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 the disclosures provided in a prior cover page. The information required in 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). - - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS THIRD AVENUE MANAGEMENT LLC (EIN 01-0690900) - - ------------------------------------------------------------------------------ - - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - - ------------------------------------------------------------------------------ - - ------------------------------------------------------------------------------ 3 SEC USE ONLY - - ------------------------------------------------------------------------------ - - ------------------------------------------------------------------------------ 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE LIMITED LIABILITY COMPANY - - ------------------------------------------------------------------------------ - - ------------------------------------------------------------------------------ 5 SOLE VOTING POWER 461,949 shares of common stock, par value $0.01 per share; 714,898 Class A Warrants to purchase 714,898 shares of common stock and 137,580 Class B Warrants to purchase 142,581 shares of common stock NUMBER OF --------------------------------------------------------------- --------------------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY NONE --------------------------------------------------------------- --------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 461,949 shares of common stock, par value $0.01 per share; 714,898 Class A Warrants to purchase 714,898 shares of common stock and 137,580 Class B Warrants to purchase 142,581 shares of common stock --------------------------------------------------------------- --------------------------------------------------------------- WITH 8 SHARED DISPOSITIVE POWER NONE - - ------------------------------------------------------------------------------ - - ------------------------------------------------------------------------------ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 461,949 shares of Common Stock, par value $0.01 714,898 Class A Warrants 142,581 Class B Warrants - - ------------------------------------------------------------------------------ - - ------------------------------------------------------------------------------ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - - ------------------------------------------------------------------------------ - - ------------------------------------------------------------------------------ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% - - ------------------------------------------------------------------------------ - - ------------------------------------------------------------------------------ 12 TYPE OF REPORTING PERSON* IA - - ------------------------------------------------------------------------------ ITEM 1. (A) NAME OF ISSUER: Lodgian, Inc. (the "Issuer"). (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES OR,IF NONE, RESIDENCE: 3445 Peachtree Road N.E., Atlanta, GA 30326 ITEM 2. (A) NAME OF PERSON FILING: This schedule is being filed by Third Avenue Management LLC ("TAM"). (TAM is sometimes referred to hereinafter as "Filer"). (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE: The address of the principal executive office of TAM is: 622 Third Avenue, 32nd Floor, New York, New York 10017-2023. (C) CITIZENSHIP: The citizenship or place of organization of the reporting person is as follows: Delaware Limited Liability Company. (D) TITLE OF CLASS OF SECURITIES: Common Stock, $0.01 par value per share Class A Warrants Class B Warrants (E) CUSIP NUMBER: Common Stock: 54021P205 Class A Warrants: 54021P114 Class B Warrants: 54021P122 ITEM 3. IF THIS STATEMENT IS BEING FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (E) Investment Adviser. TAM is registered under section 203 of the Investment Advisers Act of 1940. ITEM 4. OWNERSHIP. (a) & (b) TAM beneficially owns 461,949 shares, or 6.6% of the issuers common stock par value $0.01; 714,898 Class A Warrants to purchase 714,898 shares of common stock and 142,581 Class B Warrants to purchase 142,581 shares of common stock of securities of the issuer. (c) (i) Common Stock: 461,949 (ii) Not applicable. (iii) Common Stock: 461,949 Class A Warrants: 714,898 Class B Warrants: 142,581 (iv) Not applicable. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Third Avenue Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 439,629 of the common shares reported by TAM, and Third Avenue Value Portfolio of the Aegon/Transamerica Series Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 22,230 of the shares reported by TAM. Third Avenue Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 637,570 of the Class A Warrants reported by TAM, Third Avenue Real Estate Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 44,958 Class A Warrants reported by TAM, and Third Avenue Value Portfolio of the Aegon/Transamerica Series Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 32,370 of the Class A Warrants reported by TAM. Third Avenue Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 127,159 of the Class B Warrants as reported by TAM, Third Avenue Real Estate Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 8,966 Class B Warrants as reported by TAM, and Third Avenue Value Portfolio of the Aegon/Transamerica Series Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 6,456 Class B Warrants as reported by TAM. Class A and Class B warrants may purchase by exercise additional shares of the issuer at different exercise prices. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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. January 16, 2004 --------------------------- (Date) THIRD AVENUE MANAGEMENT LLC BY: MARTIN J. WHITMAN ------------------------ Martin J. Whitman Chairman and Co-Chief Investment Officer -----END PRIVACY-ENHANCED MESSAGE-----