SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
--------------------
Date of Report: December 27, 2000
LODGIAN, INC.
-------------
(Exact name of registrant as specified in its charter)
Delaware 001-14537 52-2093696
---------------- ---------------- ----------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
3445 Peachtree Road, N.E.,
Suite 700, Atlanta, Georgia 30326
----------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 364-9400
<PAGE>
ITEM 5. OTHER EVENTS.
On December 26, 2000, Lodgian, Inc. (the "Company") entered into an
Exclusivity Agreement with Edgecliff Holdings, LLC ("Edgecliff") (the
"Exclusivity Agreement"). Under the terms of the Exclusively Agreement Lodgian
has granted Edgecliff an exclusive period of sixty days to complete its due
diligence review of Lodgian. In consideration for the granting of such exclusive
period, Edgecliff has agreed for a period of one year not to make an offer to
acquire Lodgian for less than $4.75 per share in cash. Lodgian may continue to
sell assets during the exclusive period. The Exclusivity Agreement is attached
to this Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The
Company's press release dated December 27, 2000 is attached to this Form 8-K as
Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. EXHIBITS.
10.1 Exclusivity Agreement by and between Lodgian,
Inc. and Edgecliff Holdings, LLC, dated as of
December 26, 2000.
99.1 Press release dated December 27, 2000.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
LODGIAN, INC.
By /s/ Robert S. Cole
-------------------------------------
Name: Robert S. Cole
Title: President and Chief Executive Officer
Date: December 27, 2000
<PAGE>
EXHIBIT INDEX
-------------------------------------------------------------------------------
Exhibit Number Description
-------------------------------------------------------------------------------
10.1 Exclusivity Agreement by and between Lodgian,
Inc., and Edgecliff Holdings, LLC dated as of
December 26, 2000
99.2 Press release dated December 27, 2000.
-------------------------------------------------------------------------------
