UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LODGIAN, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
54021P106
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(Cusip Number)
Jeffery J. Neal
5575 DTC Parkway, Suite 355
Englewood, Colorado 80111
303-889-0077
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 11, 1998
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(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page should 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 purposes 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
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CUSIP No. 54021P106 13D Page 2 of 5 pages
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1. Name of reporting person
S.S. or I.R.S. identification no. of above persons
Jeffery J. Neal
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2. Check the appropriate box if a member of a group*
(a) [ ]
(b) [X]
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3. SEC use only
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4. Source of Funds*
OO
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5. Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or place of organization
U.S.A.
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7. Sole voting power
724,597
Number of
Shares -------------------------------------------------------
Beneficially 8. Shared voting power
Owned By 1,795,505
Each -------------------------------------------------------
Reporting 9. Sole dispositive power
Person 724,597
With
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10. Shared dispositive power
1,795,505
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11. Aggregate amount beneficially owned by each reporting person
2,520,102
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12. Check box if the aggregate amount in row (11) excludes certain shares
[ ]
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13. Percent of class represented by amount in row 11
9.5%
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14. Type of reporting person
IN
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CUSIP No. 54021P106 13D Page 3 of 5 pages
This Schedule 13D is filed on behalf of Jeffery J. Neal.
Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock, par value $.01 per share
(the "Shares"), of Lodgian, Inc., a Delaware corporation (the "Issuer"). The
address of the Issuer's principal executive offices is Two Live Oak Center, 3445
Peachtree Road, N.E., Suite 700, Atlanta, Georgia 30326.
Item 2. Identity and Background
(a) This statement is being filed by Jeffery J. Neal
(b) The address of the principal business office of Jeffery J.
Neal is 5575 DTC Parkway, Suite 355, Englewood, Colorado 80111
(c) Jeffery J. Neal is a citizen of the United States of America.
(d) The principal occupation of Jeffery J. Neal is the manager of
a venture capital firm and a private equity investor.
(e) During the past five years, Mr. Neal has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding ending
in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding a violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration:
On December 11, 1998, Impac Hotel Group, L.L.C. ("Impac") and Servico,
Inc. consummated the closing of a merger agreement pursuant to which Lodgian,
Inc. was formed. As partial consideration with respect to this transaction,
Jeffery J. Neal exchanged 20,678.33 Impac membership units for 14,310 Shares,
3,510 shares of Memphis Lodging Associates, Inc. for 3,733 Shares, 64.6 shares
of Hazard Lodging Associates, Inc. for 2,491 Shares, 4.22 shares of Delk Lodging
Associates, Inc. for 2,144 Shares, 2.53 shares of P-Burg Lodging Associates,
Inc. for 3,708 Shares and 3,500 shares of Servico, Inc. for 3,500 Shares. Mr.
Neal is the sole manager of ProTrust Properties, LLC, a Kentucky limited
liability company, which is the general partner of ProTrust Properties I, Ltd.
and ProTrust Properties III, Ltd. As the sole manager of ProTrust Properties,
LLC, Mr. Neal may be attributed beneficial ownership of 359,462 Shares received
in partial consideration for 519,402.70 Impac units held by ProTrust Properties
I, Ltd. and may be attributed beneficial ownership of 335,246 Shares received in
partial consideration for 484,411.25 Impac units held by ProTrust Properties
III, Ltd. Mr. Neal is a member and manager of ProTrust Holdings, LLC, a Kentucky
limited liability company, which is the general partner of ProTrust Properties
IV, Ltd., a Kentucky limited partnership. As a member and manager of ProTrust
Holdings, LLC, Mr. Neal may be attributed beneficial ownership of 276,583 Shares
received in partial consideration for 399,646.69 Impac units held by ProTrust
Properties IV, Ltd. Mr. Neal is a member and manager of ProTrust Holdings II,
LLC, a Kentucky limited liability company, which is the general partner of
ProTrust Properties V, Ltd. As a member and manager of ProTrust Holdings II,
LLC, Mr. Neal may be attributed beneficial ownership of 966,860 Shares received
in partial consideration for 1,397,055.95 Impac units held by ProTrust
Properties V, Ltd. As a member and manager of Hotel Investors, LLC, an Indiana
limited liability company, which is the general partner of Hotel Investors,
L.P., an Indiana limited partnership, Mr. Neal may be attributed beneficial
ownership of 407,973 Shares received in partial consideration for 589,497.86
Impac units held by Hotel Investors, L.P. As a member and manager of ProTrust
Equity Partners, LLC, an Indiana limited liability company, which is the general
partner of ProTrust Equity Growth Fund I, L.P., Mr. Neal may be attributed
beneficial ownership of 144,087 Shares received in partial consideration for
208,198.57 Impac units held by ProTrust Equity Growth Fund I, L.P. Mr. Neal
disclaims beneficial ownership of the Shares held by ProTrust Properties I,
Ltd., ProTrust Properties III, Ltd., ProTrust Properties IV, Ltd., ProTrust
Properties V, Ltd., Hotel Investors, L.P., and ProTrust Equity Growth Fund I,
L.P. beyond his ownership in ProTrust Properties, LLC, ProTrust Holdings, LLC,
ProTrust Holdings II, LLC, Hotel Investors, LLC and ProTrust Equity Partners,
LLC.
No part of the consideration for the Shares received pursuant to the
merger was or will be represented by funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding, trading, or voting the
securities.
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CUSIP No. 54021P106 13D Page 4 of 5 pages
ITEM 4. Purpose of the Transaction:
Jeffery J. Neal acquired the Issuer's securities in connection with the
merger and for investment purposes. Mr. Neal does not intend to seek control of
the Issuer and does not have any present plans which relate to or would result
in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Mr. Neal and those entities holding Shares which are controlled solely
or partially by Mr. Neal reserve the right to acquire additional securities of
the Issuer, to dispose of such securities at any time or to formulate other
purposes, plans, or proposals regarding the Issuer or any of its securities to
the extent deemed advisable in light of their general activities, policies,
market conditions and other factors.
<PAGE>
CUSIP No. 54201P106 13D Page 5 of 5 pages
ITEM 5. Interest in the Securities of the Issuer
(a) As of December 11, 1998, Jeffery J. Neal may be deemed to be the
owner of 2,520,102 Shares (approximately 9.5%). This number includes (A) 359,462
Shares held by ProTrust Properties I, Ltd., a venture capital limited
partnership, of which Mr. Neal is the sole manager of ProTrust Properties, LLC,
the general partner of ProTrust Properties I, Ltd.; (B) 335,246 Shares held by
ProTrust Properties III, Ltd., a venture capital limited partnership, of which
Mr. Neal is the sole manager of ProTrust Properties, LLC, the general partner of
ProTrust Properties III, Ltd., (C) 276,583 Shares held by ProTrust Properties
IV, Ltd., a venture capital limited partnership, of which Mr. Neal is one of the
members and managers of ProTrust Holdings, LLC, the general partner of ProTrust
Properties IV, Ltd.; (D) 966,860 Shares held by ProTrust Properties V, Ltd., a
venture capital limited partnership, of which Mr. Neal is one of the members and
managers of ProTrust Holdings II, LLC, the general partner of ProTrust
Properties V, Ltd.; (E) 407,973 Shares held by Hotel Investors, L.P., a venture
capital limited partnership, of which Mr. Neal is one of the members and
managers of Hotel Investors, LLC, the general partner of Hotel Investors, L.P.;
and (F) 144,087 Shares held by ProTrust Equity Growth Fund I, L.P., a venture
capital limited partnership, of which Mr. Neal is one of the members and
managers of ProTrust Equity Partners, LLC, the general partner of ProTrust
Equity Growth Fund I, L.P.
Mr. Neal expressly disclaims beneficial ownership of any Shares held by
ProTrust Properties I, ltd., ProTrust Properties III, Ltd., ProTrust Properties
IV, Ltd., ProTrust Properties V, Ltd., Hotel Investors, L.P., and ProTrust
Equity Growth Fund I, L.P. beyond his ownership in ProTrust Properties, LLC,
ProTrust Holdings, LLC, ProTrust Holdings II, LLC, Hotel Investors, LLC and
ProTrust Equity Partners, LLC.
(b) Number of Shares as to which such person has
(i) Sole power to vote or direct the vote:
724,597
(ii) Shared power to vote or direct the vote:
1,795,505
(iii) Sole power to dispose or direct the disposition
724,597
(iv) Shared power to dispose or direct the disposition
1,795,505
(c) Except as set forth above, Mr. Neal has not effected any
transaction in the Shares during the last 60 days.
(d) With respect to the Shares set forth above, John M. Lang, who may
be deemed to be the owner of five percent (5%) or more of the Issuer's Shares,
is a member and manager of ProTrust Holdings, LLC, ProTrust Holdings II, LLC,
Hotel Investors, LLC and ProTrust Equity Partners, LLC. As a result of his
position as a member and manager of the foregoing, Mr. Lang may be deemed to be
the beneficial owner of the Shares held by ProTrust Properties IV, Ltd.,
ProTrust Properties V, Ltd., Hotel Investors, L.P., and ProTrust Equity Growth
Fund I, L.P. In addition to the foregoing, there is one additional member and
manager of ProTrust Equity Partners, LLC, who may be deemed to be the beneficial
owner of the Shares held by ProTrust Equity Growth Fund I, L.P.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None
ITEM 7. Material; to be Filed as Exhibits
None
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.
/s/ Jeffery J. Neal
December 21, 1998 -----------------------
Jeffery J. Neal
