UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
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 19, 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
----------
*/ 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 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, as amended by Amendment No. 9
filed on May 30, 2000, as amended by Amendment No. 10 filed on July 14, 2000 and
as amended by Amendment No. 11 filed on July 19, 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 19, 2000, Casuarina Cayman Holdings, Ltd. ("Casuarina") and
Edgecliff Holdings, LLC ("Edgecliff") filed a Verified Complaint for Declaratory
and Injunctive Relief (the "Complaint") in the Court of Chancery of the State of
Delaware in and for New Castle County, naming Lodgian, Inc. ("Lodgian") as
defendant pursuant to 8 Del. C. Section 211 to establish a date for the annual
meeting of stockholders of Lodgian.
The Complaint alleges that: (1) upon information and belief, Lodgian
has not held an annual meeting of stockholders for the election of directors
since June 25, 1999 and, since that time, no action has been taken by written
consent in lieu of an annual meeting to elect directors in accordance with 8
Del. C. Section 211(b); (2) as of the date of filing of the Complaint, Lodgian
has not announced any date for the holding of an annual meeting of stockholders;
and (3) pursuant to 8 Del. C. Section 211(c), in the event that a Delaware
corporation fails to hold an annual meeting of stockholders for the election of
directors or if there is a failure "to take action by written consent to elect
directors in lieu of an annual
<PAGE>
10
meeting for a period of 30 days after the date designated for the annual
meeting, or if no date has been designated, for a period of 13 months after the
latest to occur of the organization of the corporation, its last annual meeting
or the last action by written consent to elect directors in lieu of an annual
meeting, the Court of Chancery may summarily order a meeting to be held upon the
application of any stockholder or director.
The Complaint seeks judgment (a) summarily ordering Lodgian to hold an
annual meeting of stockholders for the election of directors and (b) designating
a time and place of such meeting, the record date for the determination of the
stockholders of the Company entitled to vote, and the form of notice of such
meeting. The above description of Casuarina's and Edgecliff's claims is
qualified in its entirety by reference to the Complaint, a copy of which is
attached hereto as Exhibit 19 and which is incorporated herein by reference.
Also on July 19, 2000, Casuarina and Edgecliff filed a Motion (the
"Motion") in the Court of Chancery of the State of Delaware in and for New
Castle County moving for an expedited trial and expedited discovery. A copy of
the Motion is attached hereto as Exhibit 20 and is incorporated herein by
reference.
Item 5. Interest in Securities of the Issuer.
Unchanged.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
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.
19. Complaint, dated July 19, 2000.
20. Motion, dated July 19, 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 20, 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.
<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. 7/
14. Stockholder Request Letter to Lodgian, Inc. from Edgecliff
Holdings, LLC, dated April 18, 2000. 7/
15. Amendment No. 1 to Preliminary Proxy Statement of Edgecliff
Holdings, LLC filed with the Securities and Exchange Commission
on May 4, 2000. 8/
16. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated
July 13, 2000. 9/
17. Press Release issued by Lodgian, Inc., dated July 17, 2000. 10/
--------
5/ Filed as an Exhibit to Amendment No. 5 to the Schedule 13D.
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.
9/ Filed as an Exhibit to Amendment No. 10 to the Schedule 13D.
10/ Filed as an Exhibit to Amendment No. 11 to the Schedule 13D.
<PAGE>
15
18. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated
July 17, 2000. 10/
19. Complaint, dated July 19, 2000. 11/
20. Motion, dated July 19, 2000. 11/
--------
10/ Filed as an Exhibit to Amendment No. 11 to the Schedule 13D.
11/ Filed herewith.
