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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. )
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)
Casuarina Cayman Holdings Ltd.
207 Grandview Drive
Fort Mitchell, Kentucky 41017
Attn: William J. Yung
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 4, 1999
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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 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).
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CUSIP NO. 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Casuarina Cayman Holdings Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, B.W.I.
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7 SOLE VOTING POWER
NUMBER OF 2,598,100
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING --------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
2,598,100
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,598,100
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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)
9.3215%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 13D Page 3 of 8 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
William J. Yung
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 2,598,100
SHARES -------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
2,598,100
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,598,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3215%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 4 of 8 Pages
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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:
(1) Casuarina Cayman Holdings Ltd., a corporation
organized under the laws of Cayman Islands,
B.W.I. ("CCH")
(2) William J. Yung (an individual)
The Executive Officers and Directors of CCH are as
follows:
William J. Yung - Director and President
Joseph E. Marquet - Director and Vice President-Finance
William C. Beegle - Executive Vice President
Theodore R. Mitchel - Secretary and Treasurer
Joseph A. Yung - Vice President
(b) The address of the principal business office of each
of CCH, William J. Yung and the executive officers
and directors of CCH is 207 Grandview Drive, Fort
Mitchell, Kentucky 41017.
(c) CCH is a holding company owning 100% of the
outstanding capital stock of Galleon Beach Resort,
Ltd., a Cayman Islands, B.W.I. corporation which owns
and operates a resort hotel in Grand Cayman, B.W.I.
The principal occupation of William J. Yung is
President and Chief Executive Officer of Columbia
Sussex Corporation.
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Page 5 of 8 Pages
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The present principal occupations of the Executive
Officers and Directors of CCH are as follows:
William J. Yung - President and Chief Executive Officer
of Columbia Sussex Corporation
Joseph E. Marquet - Chief Financial Officer and Vice
President-Finance of Columbia Sussex Corporation
William C. Beegle - Executive Vice President of
Construction of Columbia Sussex Corporation
Theodore R. Mitchel - Chief Accounting Officer and
Secretary/Treasurer of Columbia Sussex Corporation
Joseph A. Yung - Director of Development of Columbia
Sussex Corporation
(d) None of the persons on whose behalf this Schedule 13D
is filed, nor, to the best knowledge of the persons
filing this Schedule, any of the Executive Officers and
Directors of CCH, have been convicted, during the last
five years, in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the persons on whose behalf this Schedule 13D
is filed, nor, to the best knowledge of the persons
filing this Schedule, any of the Executive Officers and
Directors of CCH, have been a party, during the last
five years, to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
resulted in such person being at any time subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Casuarina Cayman Holdings Ltd. is a corporation
organized under the laws of Cayman Islands, British
West Indies. William J. Yung and each of the other
Executive Officers and Directors of CCH are citizens of
the United States of America.
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Page 6 of 8 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS.
The aggregate amount of funds expended to date by all the persons
listed in this Schedule 13D for the Shares of the Issuer owned by them is
approximately $13,672,157.85. Cash generally available in the business of CCH
was used, and no borrowed funds were involved.
ITEM 4. PURPOSE OF TRANSACTION.
The persons filing this Schedule have acquired the Shares for
investment purposes. Subject to market and business conditions and other
factors, the persons filing this Schedule may purchase additional Shares,
maintain their present ownership of Shares or sell some or all of the Shares.
Mr. Yung may seek representation on the Board of Directors of the
Issuer. While Mr. Yung has no specific plans or proposals relating to obtaining
representation on the Board of Directors of the Issuer, such representation may
involve a plan or proposal to change the number or term of directors or to fill
an existing vacancy on the Board and may involve solicitation of proxies to
obtain such representation.
In addition to the foregoing, while there are no specific plans or
proposals at this time, nothing would preclude one or more of the persons filing
this Schedule from undertaking any of the following actions: the disposition of
securities of the Issuer; an extraordinary corporate transaction involving the
Issuer or any of its subsidiaries; a sale or transfer of material amount of the
assets of Issuer or any of its subsidiaries; material change in the present
capitalization or dividend policy of the Issuer; any other material change in
the Issuer's business or corporate structure; changes in the Issuer's charter or
by-laws or other actions that might impede the acquisition or control of Issuer
by any other person; causing securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
interdealer quotation system of a registered national securities association;
causing securities of the Issuer to be eligible for termination of registration
pursuant to the Securities Exchange Act of 1934; or any other similar action.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) CCH beneficially owns all of the Shares identified in this
Schedule. None of the other persons filing this Schedule have directly acquired
any Shares. Mr. Yung may be deemed to control CCH and, therefore, Mr. Yung and
CCH thus may be considered to have beneficial ownership of all of such Shares of
the Issuer held of record by CCH.
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Page 7 of 8 Pages
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(b) William J. Yung, who is a director and president of CCH, generally
directs the investments and voting decisions of CCH. Therefore, both Mr. Yung
and CCH may be deemed to share voting power with respect to the Shares of the
Issuer identified above.
(c) Set forth below is a schedule of transactions of the Shares
effected by CCH during the 60 days preceding the date of this filing, all of
which involved purchases of Shares by CCH which were made through broker/dealer
transactions.
Date of Transaction No. of Shares Purchase Price Per Share
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October 4, 1999 210,000 200,000 @ $4
10,000 @ $3-7/8
October 6, 1999 625,800 625,800 @ $4
October 7, 1999 5,400 5,400 @ $4
October 8, 1999 13,900 13,900 @ $4
October 11, 1999 29,900 29,900 @ $4
October 12, 1999 88,300 88,300 @ $4
October 13, 1999 125,000 6,000 @ $4
10,000 @ $4-1/16
109,000 @ $4-1/8
October 14, 1999 35,000 35,000 @ $4-3/16
October 15, 1999 121,500 121,500 @ $4-1/4
(d) Not Applicable
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None of the persons filing this Schedule is party to any agreement with
respect to any securities of the Issuer, including agreements with respect to
the transfer or voting of any such securities, finder's fees, joint ventures,
loans or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
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Page 8 of 8 Pages
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, it is hereby certified that the information set forth in this
statement is true, complete and correct.
CASUARINA CAYMAN HOLDINGS LTD.
Dated: October 19, 1999 By: /s/ William J. Yung
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William J. Yung, President
/s/ William J. Yung
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WILLIAM J. YUNG
