SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e) (2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[x] Soliciting Material Pursuant to Rule 14a-12
Lodgian, Inc.
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(Name of Registrant as Specified In Its Charter)
Edgecliff Holdings, LLC
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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FOR IMMEDIATE RELEASE
Contact: Joseph E. Marquet, Edgecliff Holdings, LLC
Phone: (606) 578-1100
Contact: Robert R. Sandhu, MacKenzie Partners, Inc.
Phone: (212) 929-5500
EDGECLIFF HOLDINGS, LLC BEGINS PROXY SOLICITATION
TO ELECT DIRECTORS AT LODGIAN, INC. ANNUAL MEETING
Kentucky, August 31, 2000--Edgecliff Holdings, LLC announced today that
it has begun mailing definitive proxy materials to stockholders of Lodgian, Inc.
(NYSE:LOD) to solicit proxies for the election of up to three nominees to
Lodgian's Board. Edgecliff's nominees are expected, subject to their fiduciary
duties, to strongly advocate a sale of the company to the highest bidder. The
proxies will be used at Lodgian's 2000 Annual Meeting of Stockholders, which is
expected to be held on October 12, 2000.
"As Lodgian's largest stockholder, we've grown increasingly
dissatisfied with the company's performance over the past year," said William J.
Yung, President of Edgecliff. "Although we've made repeated overtures since
November of 1999 to acquire the company at prices representing substantial
premiums on the market value of Lodgian's shares, Lodgian's Board has
consistently rejected our efforts. Instead, the Board has entrenched itself by
reducing the number of directors up for election at Lodgian's annual meeting and
by delaying the annual meeting until October 12, 2000. Lodgian has also begun to
sell its core assets -- at prices we believe are below replacement cost and fair
market value -- and has deprived its stockholders of the maximum value
obtainable by excluding us from the bidding process."
Lodgian recently reported serious deficiencies in its accounting and
financial controls. As a result of these deficiencies, Lodgian filed its 1999
annual report four months late -- violating the terms of its credit agreement.
According to Lodgian's SEC filings and press releases, Lodgian expects to remedy
these problems "by the end of 2000." Until then, Lodgian has resorted to paying
outside consulting accountants to assist its personnel in complying with the
SEC's recordkeeping and control requirements.
"We believe that now is the appropriate time for Lodgian's stockholders
to hold the Board accountable for its actions and its poor management of the
company," Mr. Yung said.
In addition to its proposal to elect nominees to Lodgian's Board,
Edgecliff is asking Lodgian's stockholders to approve a by-law proposal intended
to dissuade Lodgian's Board from adopting new by-law amendments that would
impair the ability of a bidder to acquire the company.
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2
Edgecliff and its affiliated companies constitute the largest
full-service Marriott franchisee in the world and are owner-operators of 40
hotels, with three more under construction. Edgecliff and its affiliates have
been in the business of building, owning and managing hotels since 1972.
# # #
Information regarding the identity of the persons who, under SEC rules, may be
deemed to be participants in Edgecliff's solicitation of Lodgian's stockholders,
and their interests in the solicitation, are set forth in Edgecliff's definitive
proxy statement filed on the date of this press release with the SEC. Copies of
the definitive proxy statement are being mailed to Lodgian's stockholders
beginning today. STOCKHOLDERS ARE URGED TO READ THE EDGECLIFF PROXY STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Stockholders can obtain these documents free of
charge at the SEC's website (www.sec.gov) or by contacting MacKenzie Partners,
Inc., Edgecliff's solicitation agent, at 800-322-2885 or 212-929-5500.
STOCKHOLDERS SHOULD READ THE EDGECLIFF PROXY STATEMENT CAREFULLY BEFORE MAKING
ANY VOTING DECISION.
