UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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.
January 18, 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 */
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
3,091,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES */ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.08687%
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
3,091,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES */ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.08687%
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
3,091,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES */ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.08687%
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
3,091,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES */ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.08687%
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
3,091,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES */ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.08687%
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 3,091,800
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
3,091,800
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,091,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES */ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.08687%
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
3,091,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES */ [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.08687%
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.
-----------------------
Unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The information below supplements the information previously reported
in Item 3.
Casuarina Cayman Holdings Ltd. ("Casuarina") has expended $723,487.50
on the purchases described in Item 5 below. Cash generally available in the
business of Casuarina was used, and no borrowed funds were involved for the
purchases by Casuarina described in Item 5 below.
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 493,700 Shares, which represents 1.77035% 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 William J. Yung Family Trust (the
"1994 Trust"), The 1998 William J. Yung and Martha A. Yung Family Trust (the
"1998 Trust"), Edgecliff Holdings, LLC ("Holdings"), Edgecliff Management, LLC
("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 493,700 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,
<PAGE>
10
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.
Set forth below is a schedule of transactions of the Shares effected by
Casuarina after December 28, 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 29, 1999 34,000 $5.000
January 7, 2000 16,100 $4 - 7/8
January 11, 2000 50,000 $4 - 3/4
January 12, 2000 50,000 $4 - 3/4
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 has been attempting to obtain from Lodgian, Inc. certain due
diligence materials, but to date Lodgian, Inc. has refused to supply such
materials. On January 18, 2000, Casuarina delivered a letter to Lodgian, Inc.
This letter is attached hereto as Exhibit 7 and is incorporated herein by
reference.
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. 1/
Exhibit 2. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd.,
dated November 16, 1999. 2/
- --------
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.
<PAGE>
11
Exhibit 3. Letter to Casuarina Cayman Holdings Ltd. from Lodgian, Inc.,
dated November 19, 1999. 3/
Exhibit 4. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd.,
dated November 22, 1999. 3/
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. 3/
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. 4/
Exhibit 7. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd.,
dated January 18, 2000. 5/
Exhibit 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/
- --------
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 herewith.
<PAGE>
12
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: January 18, 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>
13
/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>
14
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/
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/
- --------
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 herewith.
15
Exhibit 7
CASUARINA CAYMAN HOLDINGS LTD
207 GRANDVIEW DRIVE
FORT MITCHELL, KY 41017
January 18, 2000
Mr. Joseph C. Calabro
Chairman of the Office of the Chairman
Lodgian, Inc.
3445 Peachtree Road, N.E.
Suite 700
Atlanta, GA 30325
Dear Mr. Calabro:
As you know, we have been exceedingly patient with Lodgian management, yourself
included, in our attempt to provide Lodgian shareholders with a transaction that
maximizes shareholder value. However, we have been met with an overwhelming lack
of cooperation in our attempts to obtain customary due diligence information.
Your ongoing refusal to provide us with the customary due diligence information
we seek, coupled with your January 12 announcement that Lodgian's 1999 earnings
will be 24-28% below consensus analyst estimates and that 2000 earnings will
essentially be flat, necessarily means that we must re-examine our valuation of
Lodgian. Accordingly, we are no longer willing to offer Lodgian shareholders
$6.50 per share in cash. In addition, as Lodgian's largest shareholder, we must
express our surprise and deep disappointment with the poor operating results
posted by management.
We strongly recommend that you promptly reconsider your refusal to grant us
access to the information we have requested.
I look forward to a prompt response.
Very truly yours,
/s/ William J. Yung
- -------------------
William J. Yung
President
16
Exhibit 8
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: January 18, 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
<PAGE>
17
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
