SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE
ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
LODGIAN, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and O-11.
(1) Title of each class of securities to which transaction applies:
Common Stock, par value $.01 per share
--------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
--------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
--------------------------------------------------------------------------
(3) Filing party:
--------------------------------------------------------------------------
(4) Date filed:
<PAGE>
LODGIAN, INC. [LOGO]
<TABLE>
<CAPTION>
<S> <C> <C>
AT LODGIAN, INC. AT THE FINANCIAL RELATIONS BOARD / BSMG
Robert Cole Thomas Eppich Leslie Hunziker Georganne Palffy
Chief Executive Officer Chief Financial Officer General Information Analysts/Investors
[email protected] [email protected] [email protected] [email protected]
(404) 365-3800 (404) 365-4469 (312) 640-6760 (312) 640-6768
PROXY SOLICITOR
D.F. King & Co., Inc.
800-769-6414.
</TABLE>
FOR IMMEDIATE RELEASE
FRIDAY, OCTOBER 13, 2000
LODGIAN SENDS LETTER TO SHAREHOLDERS OUTLINING
TERMS OF PROPOSED SALE; 8K FILED
NEW ANNUAL MEETING INFORMATION PROVIDED
ATLANTA--OCTOBER 13, 2000--LODGIAN, INC., (NYSE: LOD) reported today that it has
sent a letter to its shareholders providing them with important information to
consider relating to the proposal announced yesterday to sell Lodgian. As stated
in the earlier announcement, the Company has postponed its annual shareholder
meeting until Friday, October 20, 2000. The meeting will be held at 9:30 a.m.,
local time, at The Resource Forum, 3340 Peachtree Road, N.E., Atlanta, Georgia.
The letter, from Chief Executive Officer Robert S. Cole and Chairman Joseph C.
Calabro, clarifying the terms of sale proposal, is as follows:
Whitehall Street Real Estate Limited Partnership XIII and Whitehall Parallel
Real Estate Limited Partnership XIII (collectively, "Whitehall") have made a
proposal to the Lodgian board for a subsidiary of Whitehall to acquire all of
the outstanding shares of the Company for a cash purchase price of $4.50 per
share, subject to certain adjustments and Lodgian's right to terminate the
transaction if adjustments would result in shareholders receiving less than
$4.00 per share. The proposal from Whitehall is a result of the process of
evaluating strategic alternatives that we announced earlier this year and
resulted from extensive negotiations over the last several months. Whitehall is
the most recent real estate investment fund sponsored by Goldman, Sachs & Co.
The final terms of any transaction must be approved by the board and,
thereafter, by our shareholders.
We have also granted Whitehall an exclusive period of 60 days to conduct
confirmatory due diligence and negotiate definitive agreements for the
transaction. If, at the end of the due diligence period, we have not entered
into definitive agreements for the transaction, Lodgian's only obligation to
Whitehall will be to reimburse Whitehall the expenses it incurred in evaluating
and pursuing the transaction, up to a maximum of $3,500,000. PLEASE KEEP IN MIND
THAT OUR EXCLUSIVITY AGREEMENT WITH WHITEHALL PERMITS US DURING THIS 60 DAY
PERIOD TO CONSIDER UNSOLICITED OFFERS FROM THIRD PARTIES (INCLUDING THE YUNG
GROUP) and to provide information to third parties in response to an offer or
indication of interest if we determine that the third party's offer is more
favorable to the Company's stockholders than the Whitehall proposal and is
likely to be consummated and the third party executes a confidentiality and
standstill agreement substantially similar to that executed by Whitehall.
Further details about the Whitehall proposal and the exclusivity agreement are
included in our Form 8-K filing with the Securities and Exchange Commission a
copy of which is enclosed with this mailing.
As we have previously communicated to you, if Lodgian receives a fair and fully
financed offer to acquire the Company, your board is committed to a sale of
Lodgian. The proposal from Whitehall is consistent with this commitment and we
will consider a transaction with any qualified party. HOWEVER, WE DO NOT BELIEVE
THAT ELECTING MR. YUNG AND HIS NOMINEES TO YOUR BOARD WILL FACILITATE
MAXIMIZATION OF SHAREHOLDER VALUE. We believe that electing the Yung group will
only put Mr. Yung in a position to interfere with the process relating to the
Whitehall proposal and will not help us to obtain the best possible price for
Lodgian. We believe maximizing shareholder value can occur if the Yung group
remains an unaffiliated third party and, if the Yung group wishes, becomes part
of a competitive sale process. Therefore, we urge you to reject Mr. Yung's
handpicked nominees!
WE BELIEVE YOUR BEST INTERESTS WILL BE SERVED BY ELECTING THE NOMINEES OF YOUR
BOARD AND ALLOWING YOUR BOARD TO PURSUE THIS PROMISING TRANSACTION AND ANY OTHER
POTENTIAL TRANSACTION. WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED WHITE
PROXY CARD TODAY. PLEASE DISCARD ANY GREEN PROXY CARD SENT TO YOU BY THE YUNG
GROUP OR ITS AGENTS.
Thank you for your continued support.
ABOUT LODGIAN
Lodgian, Inc. owns or manages a portfolio of 117 hotels with approximately
21,700 rooms in 32 states and Canada. The hotels are primarily full service,
providing food and beverage service, as well as meeting facilities.
Substantially all of Lodgian's hotels are affiliated with nationally recognized
hospitality brands such as Holiday Inn, Crowne Plaza, Marriott, Sheraton,
Hilton, Doubletree and Westin.
Lodgian's common shares are listed on the New York Stock Exchange under the
symbol "LOD". Lodgian is a component of both the Russell 2000(R) Index,
representing small cap stocks, and the Russell 3000(R) Index, representing the
broader market.
FORWARD-LOOKING STATEMENTS
Note: Statements in this press release that are not strictly historical are
"forward-looking" statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks, which may cause the
Company's actual results in the future to differ materially from expected
results. These risks include, among others, the termination of the letter of
intent, competition within the lodging and contract service industries; the
relationship between supply and demand for hotel rooms; the effects of economic
conditions; issues associated with the ongoing integration of the former
Servico, Inc. and Impac Hotel Group, LLC; the acquisition and renovation of
existing hotels and the development of new hotels; operating risks; the cyclical
nature of the lodging industry; risks associated with the dependence on
franchisers of the Company's lodging properties; and the availability of capital
to finance planned growth, as described in the Company's filings with the
Securities and Exchange Commission.
FOR MORE INFORMATION ON LODGIAN TOLL-FREE VIA FAX, DIAL 1-800-PRO-INFO
(1-800-776-4636),
FOLLOW THE VOICE MENU PROMPTS AND ENTER THE COMPANY TICKER LOD (OR 563) OR
VISIT THE LODGIAN PAGE ON THE FRB WEB SITE AT WWW.FRBINC.COM
VISIT LODGIAN AT WWW.LODGIAN.COM
# # #
