UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
LODGIAN, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
54021P106
(CUSIP Number)
1994 William J. Yung Family Trust
William J. Yung
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.
November 16, 1999
(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).
<PAGE>
SCHEDULE 13D
CUSIP No. 54021P106 Page 2 of 10 Pages
---------
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
Kentucky
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
0
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)
9.3215%
14 TYPE OF REPORTING PERSON */
OO
- ----------
*/ See Instructions Before Filling Out
<PAGE>
SCHEDULE 13D
CUSIP No. 54021P106 Page 3 of 10 Pages
---------
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
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 2,546,138
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
2,546,138
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)
9.3215%
14 TYPE OF REPORTING PERSON */
IN
- ----------
*/ See Instructions Before Filling Out
<PAGE>
SCHEDULE 13D
CUSIP No. 54021P106 Page 4 of 10 Pages
---------
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 51,962
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
51,962
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)
9.3215%
14 TYPE OF REPORTING PERSON */
IN
- ----------
*/ See Instructions Before Filling Out
<PAGE>
Page 5 of 10 Pages
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.
Casuarina Cayman Holdings Ltd. ("Casuarina") and its affiliates have by
a letter dated November 16, 1999 informed Lodgian, Inc. of their intention to
offer to acquire Lodgian, Inc. In addition, Casuarina and its affiliates have
requested certain due diligence information from Lodgian, Inc.
Item 5. Interest in Securities of the Issuer.
Unchanged.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The information below supplements the information previously reported
in Item 6.
Casuarina and its affiliates have by a letter dated November 16, 1999
informed Lodgian, Inc. of their intention to offer to acquire Lodgian, Inc. In
addition, Casuarina and its affiliates have requested certain due diligence
information from Lodgian, Inc. This letter is attached hereto as Exhibit 2.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and restated in its entirety to read as
follows:
Exhibit 1. Engagement Letter between Casuarina Cayman Holdings Ltd. and
Greenhill & Co., LLC, dated November 10, 1999.**/
- --------
**/ Filed as an Exhibit to Amendment No. 1 to the Schedule 13D.
<PAGE>
Page 6 of 10 Pages
Exhibit 2. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd.,
dated November 16, 1999.***/
- --------
***/ Filed herewith.
<PAGE>
Page 7 of 10 Pages
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: November 16, 1999
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
<PAGE>
Page 8 of 10 Pages
Exhibit Index
Exhibit Description
- ------- -----------
1 Engagement Letter between Casuarina Cayman Holdings Ltd. and
Greenhill & Co., LLC, dated November 10, 1999.**/
2 Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated
November 16, 1999.***/
- --------
**/ Filed as an Exhibit to Amendment No. 1 to the Schedule 13D.
***/ Filed herewith.
Page 9 of 10 Pages
Exhibit 2
CASUARINA CAYMAN HOLDINGS, LTD.
207 Grandview Drive
Fort Mitchell, KY 41017
November 16, 1999
Lodgian, Inc.
3445 Peachtree Road, NE
Suite 700
Atlanta, GA 30326
Attention: Mr. Robert S. Cole,
President and Chief Executive Officer
Dear Mr. Cole:
I wanted to thank you for meeting with us last Wednesday. I thought our
discussions were productive and hope they will lead to a transaction where we
could provide Lodgian, Inc. ("Lodgian") stockholders with a transaction that
maximizes shareholder value. The purpose of this letter is to express, for the
benefit of your Board, our and our affiliates' interest in acquiring all of the
capital stock of Lodgian on a mutually satisfactory basis.
Our review of publicly available information concerning your company
and our knowledge of the industry has left us with the belief that Lodgian's
financial performance and its stock price do not reflect the potential value
inherent in its business. We believe an acquisition of Lodgian by us at this
time to be an attractive opportunity that would be highly beneficial to your
stockholders.
We believe, subject to due diligence, that we would be in a position to
offer to acquire Lodgian for $6.50 per share in cash, thereby providing your
shareholders with more than a 48 percent premium over the closing share price on
the day before we met last week. As the largest full-service Marriott franchisee
and owner-operator of 41 full-service hotels (with 4 more in construction), we
and our affiliates are confident that we have the size, capital resources and
hotel operating track record to deliver this premium valuation. In order to
confirm this valuation and complete our financing arrangements, we obviously
need access to non-public information and the assistance of you and your
management.
Accordingly, we request that you make such information available to us
so that we can present our best possible proposal to you and your shareholders,
which may ultimately be more than the amount set forth above. In any event, we
request that you make available to us any pertinent information which is
available to your management or is made available to your investment bankers or
third parties for the purpose of evaluating or pursuing alternative
transactions.
We believe we are in a position to offer greater value to your
shareholders than any alternative acquiror. We also believe that in light of
your fiduciary responsibilities, you cannot erect obstacles which prevent
shareholders from having a fair opportunity to consider and respond to our
proposal. As
<PAGE>
Page 10 of 10 Pages
your advisors will undoubtedly make you aware, your fiduciary duties require
that you not take any steps which would tend to entrench management or tilt the
playing field in favor of management or any other bidder without giving us a
fair and equal opportunity to compete.
We have devoted substantial time and attention to our analysis of an
acquisition of Lodgian and are completely confident that such a transaction can
be completed expeditiously. We are certain you will find our proposed valuation
fair and generous--indeed compelling--to Lodgian's shareholders. Accordingly, we
believe that, in the exercise of your fiduciary duties, you need to give our
proposal a fair hearing.
We are prepared to meet promptly with you and your representatives to
answer any questions you may have about our proposal and to negotiate a mutually
beneficial transaction. You may reach me at our office (513-861-6700). As you
can appreciate, with a proposal of this kind, time is of the essence. We will
expect to hear from you, as you informed us we would, on Friday, November 19,
1999.
We believe that it is highly desirable to be able to discuss an
acquisition of your company on a confidential basis. However, due to our status
as a Schedule 13D filer, please be advised that we must promptly file a copy of
this letter with an amendment to our Schedule 13D filing. Such public disclosure
is not intended to impede the direct friendly negotiations we seek.
We look forward to hearing from you.
Very truly yours,
/s/ William J. Yung
-------------------
William J. Yung
President
