UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
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.
July 13, 2000
(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*/
00
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 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
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)
9.236%
14 TYPE OF REPORTING PERSON*/
00
----------
*/ 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 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,593,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.665%
14 TYPE OF REPORTING PERSON*/
CO
----------
*/ See Instructions Before Filling Out
<PAGE>
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*/
00
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 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
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)
9.236%
14 TYPE OF REPORTING PERSON*/
00
----------
*/ 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 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*/
00
----------
*/ 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 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*/
IN
<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 4,191,800
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,191,800
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,191,800
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,191,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.901%
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
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*/
00
----------
*/ See Instructions Before Filling Out
<PAGE>
9
Edgecliff Holdings, LLC ("Edgecliff"), Casuarina Cayman Holdings Ltd.
("Casuarina"), Edgecliff Management, LLC ("Management"), the 1994 William J.
Yung Family Trust (the "1994 Trust"), William J. Yung, Joseph Yung, and The 1998
William J. Yung and Martha A. Yung Family Trust (the "1998 Trust")
(collectively, the "Reporting Persons") hereby amend the report on Schedule 13D
filed by certain of the Reporting Persons on October 19, 1999, as amended by
Amendment No. 1 filed on November 12, 1999, as amended by Amendment No. 2 filed
on November 16, 1999, as amended by Amendment No. 3 filed on November 22, 1999,
as amended by Amendment No. 4 filed on December 29, 1999, as amended by
Amendment No. 5, filed on January 18, 2000, as amended by Amendment No. 6 filed
on April 7, 2000, as amended by Amendment No. 7 filed on April 18, 2000, as
amended by Amendment No. 8 filed on May 4, 2000 and as amended by Amendment No.
9 filed on May 30, 2000 (the "Schedule 13D"), in respect of the common stock,
par value $.01 per share, of Lodgian, Inc., a Delaware corporation, as set forth
below.
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.
On July 13, 2000, Casuarina and its affiliates learned of a pending
sale by Lodgian, Inc. of a group of 10 hotels for approximately $132,000,000. As
a result of this knowledge, Causarina and its affiliates have, by letter dated
July 13, 2000, informed Lodgian, Inc. that they believe the purchase price is
substantially below replacement cost, current market value and the price
Casuarina would have paid for the assets. Casuarina went on to state its belief
that the Lodgian Board of Directors is acting in a self interested manner that
is not in the best interest of all shareholders.
Item 5. Interest in Securities of the Issuer.
Unchanged.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
<PAGE>
10
Unchanged.
Item 7. Material to be Filed as Exhibits.
The Exhibit Index incorporated by reference in Item 7 of the Schedule
13D is hereby supplemented by adding the following to the end thereof.
16. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated
July 13, 2000.
<PAGE>
11
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: July 14, 2000
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>
12
/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>
13
Exhibit Index
Exhibit Description
1 Engagement Letter between Casuarina Cayman Holdings Ltd. and
Greenhill & Co., LLC, dated November 10, 1999.1/
-
2 Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated
November 16, 1999.2/
-
3 Letter to Casuarina Cayman Holdings Ltd. from Lodgian, Inc., dated
November 19, 1999.3/
-
4 Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated
November 22, 1999.3/
-
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.3/
-
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.4/
-
7 Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated
January 18, 2000.5/
--------------------
1/ Filed as an Exhibit to Amendment No. 1 to the Schedule 13D.
-
2/ Filed as an Exhibit to Amendment No. 2 to the Schedule 13D.
-
3/ Filed as an Exhibit to Amendment No. 3 to the Schedule 13D.
-
4/ Filed as an Exhibit to Amendment No. 4 to the Schedule 13D.
-
5/ Filed as an Exhibit to Amendment No. 5 to the Schedule 13D.
-
(continued...)
<PAGE>
14
8 Joint Filing Agreement, dated January 18, 2000, 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.5/
-
9 Complaint, dated April 7, 2000.6/
-
10 Motion, dated April 7, 2000.6
-
11 Joint Filing Agreement, dated April 7, 2000, 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.6
-
12 Notice of Edgecliff Holdings, LLC to Lodgian, Inc., dated April 18,
2000.7/
13 Preliminary Proxy Statement of Edgecliff Holdings,
LLC filed with the Securities and Exchange Commission
on April 18, 2000.
14 Stockholder Request Letter to Lodgian, Inc. from Edgecliff
Holdings, LLC, dated April 18, 2000.
15 Amendment No. 1 to Preliminary Proxy Statement of Edgecliff
Holdings, LLC filed with the Securities and Exchange Commission
on May 4, 2000.8/
-
--------
5/ (continued...)
-
6/ Filed as an Exhibit to Amendment No. 6 to the Schedule 13D.
-
7/ Filed as an Exhibit to Amendment No. 7 to the Schedule 13D.
-
8/ Filed as an Exhibit to Amendment No. 8 to the Schedule 13D.
-
<PAGE>
15
16 Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated
July 13, 2000.9/
-
--------
9/ Filed herewith.
-
