UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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 28, 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
---------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Edgecliff Holdings, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP */ (a)[X]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS */
OO
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
2,941,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES */ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.54862%
14 TYPE OF REPORTING PERSON */
OO
- ----------
*/ See Instructions Before Filling Out
<PAGE>
SCHEDULE 13D
CUSIP No. 54021P106 Page 3
---------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Casuarina Cayman Holdings Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP */ (a)[X]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS */
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, B.W.I.
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
2,941,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES */ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.54862%
14 TYPE OF REPORTING PERSON */
CO
- ----------
*/ See Instructions Before Filling Out
<PAGE>
SCHEDULE 13D
CUSIP No. 54021P106 Page 4
---------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Edgecliff Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP */ (a)[X]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS */
OO
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
2,941,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES */ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.54862%
14 TYPE OF REPORTING PERSON */
OO
- ----------
*/ See Instructions Before Filling Out
<PAGE>
SCHEDULE 13D
CUSIP No. 54021P106 Page 5
---------
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
Ohio
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
2,941,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES */ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.54862%
14 TYPE OF REPORTING PERSON */
OO
- ----------
*/ See Instructions Before Filling Out
<PAGE>
SCHEDULE 13D
CUSIP No. 54021P106 Page 6
---------
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 and The 1998 William J. Yung and Martha A. 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 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
2,941,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES */ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.54862%
14 TYPE OF REPORTING PERSON */
IN
- ----------
*/ See Instructions Before Filling Out
<PAGE>
SCHEDULE 13D
CUSIP No. 54021P106 Page 7
---------
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 2,941,700
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
2,941,700
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,941,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES */ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.54862%
14 TYPE OF REPORTING PERSON */
IN
- ----------
*/ See Instructions Before Filling Out
<PAGE>
SCHEDULE 13D
CUSIP No. 54021P106 Page 8
---------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The 1998 William J. Yung and Martha A. 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
Ohio
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
2,941,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES */ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.54862%
14 TYPE OF REPORTING PERSON */
OO
- ----------
*/ See Instructions Before Filling Out
<PAGE>
9
Item 1. Security and Issuer.
Item 1 is restated in its entirety as follows.
This Schedule 13D relates to the Common Stock, par value $.01 per share
(the "Shares"), of Lodgian, Inc., a Delaware corporation. The address of
Lodgian, Inc.'s principal executive offices is Two Live Oak Center, 3445
Peachtree Road, N.E., Suite 700, Atlanta, Georgia 30326.
Item 2. Identity and Background.
The information below supplements the information previously reported
in Item 2.
This statement is being filed by Edgecliff Holdings, LLC ("Holdings"),
Casuarina Cayman Holdings Ltd. ("Casuarina"), Edgecliff Management, LLC,
("Management"), the 1994 William J. Yung Family Trust (the "1994 Trust"), Joseph
Yung (an individual), as Investment Advisor to the 1994 Trust and The 1998
William J. Yung and Martha A. Yung Family Trust (the "1998 Trust"), the 1998
Trust and William J. Yung (an individual).
On December 28, 1999, the 1994 Trust transferred all 2,546,138 of the
Shares it owned directly to Holdings. Also on December 28, 1999, William J. Yung
transferred all 51,962 of the Shares he owned directly to Management, which then
transferred such 51,962 Shares to Holdings.
Holdings and Management are organized under the laws of Kentucky as
limited liabilities companies. Holdings and Management are primarily engaged in
the business of investing in securities. The Executive Officers of Holdings and
Management are as follows:
William J. Yung - President
Joseph E. Marquet - Vice President - Finance
Theodore R. Mitchel - Secretary and Treasurer
The members of Holdings are the 1994 Trust and Management. The members
of Management are William J. Yung and the 1998 Trust. The sole managing member
of Holdings is Management. The sole managing member of Management is William J.
Yung.
The address of the principal business office of each of Holdings,
Management and the Executive Officers of Holdings and Management, except for
William J. Yung, is 207 Grandview Drive, Fort Mitchell, Kentucky 41017. The
address of William J. Yung is 1200 Cypress Street, Cincinnati, Ohio 45206.
The present principal occupations of the Executive Officers of Holdings
and Management are as follows:
<PAGE>
10
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
Theodore R. Mitchel - Chief Accounting Officer and Secretary/Treasurer
of Columbia Sussex Corporation
Columbia Sussex Corporation's principal business is owning and managing
hotels. The address of Columbia Sussex Corporation's principal office is 207
Grandview Drive, Fort Mitchell, Kentucky 41017.
Each of the Executive Officers of Holdings and Management are citizens
of the United States of America.
The 1994 Trust and the 1998 Trust were organized under the laws of
Ohio. The business of the 1998 Trust is to hold its assets for the beneficiaries
of the 1998 Trust in accordance with the Trust Agreement dated March 10, 1998
and to dispose of such assets and make distributions to such beneficiaries in
accordance with the Trust Agreement.**/ The address of the 1998 Trust's
principal office is 207 Grandview Drive, Fort Mitchell, Kentucky 41017. Joseph
Yung is the Investment Advisor to the 1994 Trust and the 1998 Trust. Joseph Yung
is a citizen of the United States of America. Joseph Yung's present principal
occupation is Director of Development of Columbia Sussex Corporation.
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 of Holdings and Management, have been convicted, during the last five
years, in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
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 of Holdings and Management, 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.
Item 3. Source and Amount of Funds or Other Consideration.
- -------------------------
**/ The ultimate beneficiaries of the trust are William J. Yung's seven
children: Joseph Yung, Julie Yung, Judy Yung, Jenny Yung, Michelle Yung,
Scott Yung and William J. Yung, IV.
<PAGE>
11
The information below supplements the information previously reported
in Item 3.
In exchange for the 1994 Trust's transfer of 2,546,138 Shares to
Holdings, the 1994 Trust obtained 100 common units of Holdings. In exchange for
William J. Yung's transfer of 51,962 Shares to Management, William J. Yung
obtained 9 voting units and 6,991 nonvoting units of Management. On December 29,
1999, William J. Yung transferred 5,730 nonvoting units of Management to the
1998 Trust. William J. Yung received no consideration for this transfer from the
1998 Trust. In exchange for Management's transfer of the 51,962 Shares to
Holdings, Management obtained 266,305.25 preferred units of Holdings.
Item 4. Purpose of Transaction.
Unchanged.
Item 5. Interest in Securities of the Issuer.
The information below supplements the information previously reported
in Item 5.
Casuarina directly owns 343,600 Shares, which represents 1.23211% of
the outstanding Shares. William J. Yung may be deemed to control Casuarina and,
therefore, William J. Yung and Casuarina may be deemed to have beneficial
ownership and voting and dispositive control of all of such Shares held of
record by Casuarina. In addition, the 1994 Trust, the 1998 Trust, Holdings,
Management, Joseph Yung and William J. Yung, may, pursuant to Rule 13d-5 of the
Securities Exchange Act of 1934 (the "Securities Act"), be deemed to be the
beneficial owner of the 343,600 Shares owned directly by Casuarina.
Holdings directly owns 2,598,100 Shares, which represents 9.31651% of
the outstanding Shares. William J. Yung as the sole managing member of
Management, which is the sole managing member of Holdings, may be deemed to
control Holdings and, therefore, William J. Yung and Holdings may be deemed to
have beneficial ownership and voting and dispositive control of all of such
Shares held of record by Holdings. In addition, Casuarina, the 1994 Trust, the
1998 Trust, Holdings, Management, Joseph Yung and William J. Yung, may, pursuant
to Rule 13d-5 of the Securities Act, be deemed to be the beneficial owner of the
2,598,100 Shares owned directly by Holdings.
<PAGE>
12
Set forth below is a schedule of transactions of the Shares effected by
Casuarina after November 22, 1999, all of which involved purchases of Shares by
Casuarina which were made through broker/dealer transactions.
Date of Transaction No. of Shares Purchase Price Per Share
- ------------------- ------------- ------------------------
December 20, 1999 3,000 $4.8750
December 20, 1999 47,000 $5.000
December 21, 1999 50,000 $5.000
December 27, 1999 50,000 $5.000
December 28, 1999 50,000 $5.000
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Unchanged.
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.***/
Exhibit 2. Letter to Lodgian, Inc. from Casuarina Cayman Holdings
Ltd., dated November 16, 1999.****/
Exhibit 3. Letter to Casuarina Cayman Holdings Ltd. from Lodgian,
Inc., dated November 19, 1999.*****/
Exhibit 4. Letter to Lodgian, Inc. from Casuarina Cayman Holdings
Ltd., dated November 22, 1999.*****/
- -------------------------
***/ Filed as an Exhibit to Amendment No. 1 to the Schedule 13D.
- ---
****/ Filed as an Exhibit to Amendment No. 2 to the Schedule 13D.
- ----
*****/ Filed as an Exhibit to Amendment No. 3 to the Schedule 13D.
- -----
<PAGE>
13
Exhibit 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.*****/
Exhibit 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.******/
- -------------------------
******/ Filed herewith.
- ------
<PAGE>
14
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 29, 1999
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
<PAGE>
15
/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
<PAGE>
16
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.****/ ----
3 Letter to Casuarina Cayman Holdings Ltd. from Lodgian,
Inc., dated November 19, 1999.*****/ -----
4 Letter to Lodgian, Inc. from Casuarina Cayman Holdings
Ltd., dated November 22, 1999.*****/ -----
5 Joint Filing Agreement, dated November 22, 1999, among
Casuarina Cayman Holdgings Ltd., the 1994 William J.
Yung Family Trust, Joseph Yung and William J.
Yung.*****/ -----
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.******/
- -------------------------
***/ Filed as an Exhibit to Amendment No. 1 to the Schedule 13D.
- ---
****/ Filed as an Exhibit to Amendment No. 2 to the Schedule 13D.
- ----
*****/ Filed as an Exhibit to Amendment No. 3 to the Schedule 13D.
- -----
******/ Filed herewith.
- ------
<PAGE>
17
Exhibit 6
Joint Filing Agreement
----------------------
Each of the undersigned hereby acknowledges and agrees, in compliance
with the provisions of Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement
is attached as an Exhibit (the "Schedule 13D"), and any amendments thereto, will
be filed with the Securities and Exchange Commission jointly on behalf of each
of the undersigned. This Agreement may be signed by the undersigned in separate
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
Dated: December 29, 1999
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
<PAGE>
18
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
