UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
LODGIAN, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
54021P106
(CUSIP Number)
Casuarina Cayman Holdings Ltd.
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 22, 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 17 Pages
---------
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
2,741,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES */ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8367%
14 TYPE OF REPORTING PERSON */
CO
- ----------
*/ See Instructions Before Filling Out
<PAGE>
SCHEDULE 13D
CUSIP No. 54021P106 Page 3 of 17 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
2,741,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES */ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8367%
14 TYPE OF REPORTING PERSON */
OO
- ----------
*/ See Instructions Before Filling Out
<PAGE>
SCHEDULE 13D
CUSIP No. 54021P106 Page 4 of 17 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
2,741,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES */ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8367%
14 TYPE OF REPORTING PERSON */
IN
- ----------
*/ See Instructions Before Filling Out
<PAGE>
SCHEDULE 13D
CUSIP No. 54021P106 Page 5 of 17 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 195,562
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
195,562
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,741,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES */ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8367%
14 TYPE OF REPORTING PERSON */
IN
- ----------
*/ See Instructions Before Filling Out
<PAGE>
6
Item 1. Security and Issuer.
Unchanged.
Item 2. Identity and Background.
The information below supplements the information previously reported in
Item 2.
This statement is being filed by Casuarina Cayman Holdings Ltd.
("Casuarina"), the 1994 William J. Yung Family Trust (the "Trust"), Joseph Yung
(an individual), as Investment Advisor to the Trust, and William J. Yung (an
individual).
The Executive Officers and Directors of Casuarina 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
The address of the principal business office of each of Casuarina and
the Executive Officers and Directors listed above, 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.
Casuarina 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 present principal occupations of the Executive Officers and
Directors of Casuarina 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
<PAGE>
7
Joseph A. Yung - 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 and Directors of Casuarina, 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 and Directors of Casuarina, 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.
Casuarina is a corporation organized under the laws of Cayman Islands,
British West Indies. Each of the other Executive Officers and Directors of
Casuarina are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The information below supplements the information previously reported in
Item 3.
The aggregate amount of funds expended on the purchases described in
Item 5 below for the 143,600 shares of Common Stock, par value $0.01 per share,
of Lodgian, Inc. (the "Shares") purchased by Casuarina is $861,600. Cash
generally available in the business of Casuarina was used, and no borrowed funds
were involved.
Item 4. Purpose of Transaction.
The information below supplements the information previously reported in
Item 4.
By letter dated November 19, 1999, Lodgian, Inc. rejected the proposal
by Casuarina and its affiliates to acquire Lodgian, Inc. This letter is filed
attached hereto as Exhibit 3.
Casuarina responded to Lodgian, Inc.'s November 19, 1999 letter by
delivering an additional letter to Lodgian, Inc. on November 22, 1999. This
letter is filed attached hereto as Exhibit 4.
Item 5. Interest in Securities of the Issuer.
<PAGE>
8
The information below supplements the information previously reported in
Item 5.
Casuarina directly owns 143,600 Shares, which represents .5152% 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 Trust, Joseph Yung and William J. Yung,
may, pursuant to Rule 13d-5 of the Securities Exchange Act of 1934, be deemed to
be the beneficial owner of the 143,600 Shares owned directly by Casuarina.
Also pursuant to Rule 13d-5 of the Securities Exchange Act of 1934,
Casuarina may be deemed to be the beneficial owner of the 51,962 Shares owned
directly by William J. Yung and the 2,546,138 Shares owned directly by the
Trust.
On November 22, 1999, Casuarina purchased 143,600 Shares at a cost
of $6.00 per share which were made through broker/dealer transactions.
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.
By letter dated November 19, 1999, Lodgian, Inc. rejected the proposal
by Casuarina and its affiliates to acquire Lodgian, Inc. This letter is filed
attached hereto as Exhibit 3.
Casuarina responded to Lodgian, Inc.'s November 19, 1999 letter by
delivering an additional letter to Lodgian, Inc. on November 22, 1999. This
letter is filed attached hereto as Exhibit 4.
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>
9
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.****/
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.****/
- --------
***/ Filed as an Exhibit to Amendment No. 2 to the Schedule 13D.
****/ Filed herewith.
<PAGE>
10
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 22, 1999
Casuarina Cayman Holdings Ltd.
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
/s/ Joseph Yung
---------------
Joseph Yung
/s/ William J. Yung
-------------------
William J. Yung
<PAGE>
11
Exhibit Index
-------------
Exhibit Description
------- -----------
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.****/
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.****/
- --------
**/ 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 herewith.
12
Exhibit 3
LODGIAN, INC.
-------------
November 19, 1999
Mr. William Yung
President
Casuarina Cayman Holdings, Ltd.
207 Grandview Drive
Fort Mitchell, Kentucky 41017
Dear Mr. Yung:
The Board of Directors of Lodgian, Inc. has reviewed your letter to Robert Cole
dated November 16, 1999.
The Board believes that the terms and conditions by which you propose to move
forward regarding a purchase of the Company are not in the best interests of
Lodgian shareholders. Moreover, we believe that the price you are considering
offering for Lodgian shares materially understates the value of the Company's
business and assets.
We thank you for your interest.
Very truly yours,
/s/ Joseph C. Calabro
- ---------------------
Joseph C. Calabro
Chairman of the Office of the Chairman
13
Exhibit 4
CASUARINA CAYMAN HOLDINGS LTD.
207 Grandview Drive
Fort Mitchell, KY 41017-2799
November 22, 1999
Mr. Joseph C. Calabro
Chairman of the Office of the Chairman
Lodgian, Inc.
3445 Peachtree Road, N.E.
Atlanta, GA 30326
Dear Mr. Calabro,
We received your letter dated November 19, 1999 in response to my letter
dated November 16, 1999.
We do not know what you mean by rejecting the "terms and conditions" by
which we propose to move forward regarding a purchase of Lodgian since our
November 19 letter did not set forth any "terms and conditions." Indeed, we
never used that phrase at all in our letter. All we had stated in our letter was
simply the following: if Lodgian provides us with customary information for a
transaction of this type, we believe we will promptly be in a position to offer
Lodgian shareholders an extraordinary premium, entirely in cash, for all of
their shares.
As to your statement as to the inadequacy of our proposed valuation of
$6.50 per share, this value represents an approximately 50 percent premium over
recent trading levels. Moreover, providing us with the information we seek may
enable us to increase our valuation above $6.50.
We can only assume from your letter that the Lodgian Board is not
interested in maximizing value for its shareholders and, therefore, is
disregarding its fiduciary duties to act in the best interests of the owners of
Lodgian.
We have already received unsolicited calls from several of your
shareholders indicating their support for our proposal. I urge you to reconsider
and provide us with the information necessary to make what we believe would be a
compelling offer to your shareholders. Summarily rejecting our proposal without
due consideration is neither prudent
<PAGE>
14
nor advisable. In any event, I assure you that we remain interested in acquiring
Lodgian and will consider all available alternatives for achieving that
objective for the benefit of all your shareholders.
Sincerely,
/s/ William J. Yung
-------------------
William J. Yung
President
15
Exhibit 5
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: November 22, 1999
Casuarina Cayman Holdings Ltd.
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
/s/ Joseph Yung
---------------
Joseph Yung
/s/ William J. Yung
-------------------
William J. Yung
