UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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 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>
CUSIP No. 054923107 Page 2 of 18 Pages
SCHEDULE 13D
1 NAME OF REPORTING PERSON
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 OR ORGANIZATION
Kentucky
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
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>
CUSIP No. 054923107 Page 3 of 18 Pages
SCHEDULE 13D
1 NAME OF REPORTING PERSON
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 OR 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
2 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. 054923107 Page 4 of 18 Pages
SCHEDULE 13D
1 NAME OF REPORTING PERSON
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 OR 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%
4 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 054923107 Page 5 of 18 Pages
SCHEDULE 13D
1 NAME OF REPORTING PERSON
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 OR 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>
CUSIP No. 52728R 102 Page 6 of 18 Pages
SCHEDULE 13D
1 NAME OF REPORTING PERSON
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 OR 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>
CUSIP No. 52728R 102 Page 7 of 18 Pages
SCHEDULE 13D
1 NAME OF REPORTING PERSON
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 OR 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>
CUSIP No. 52728R 102 Page 8 of 18 Pages
SCHEDULE 13D
1 NAME OF REPORTING PERSON
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 OR 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*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 9 of 18 Pages
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 and as amended by Amendment No. 10 filed on July 14, 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.
By press release dated July 17, 2000, Lodgian, Inc. responded to
Casuarina Cayman Holdings ("Casuarina") and its affiliates' letter dated July
13, 2000. This press release is filed attached hereto as Exhibit 17.
Casuarina responded to Lodgian, Inc.'s July 17, 2000 press release by
delivering an additional letter to Lodgian, Inc. dated July 17, 2000, clarifying
certain inaccuracies in Lodgian, Inc.'s July 17, 2000 press release. This letter
is filed attached hereto as Exhibit 18.
Item 5. Interest in Securities of the Issuer.
Unchanged.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
<PAGE>
Page 10 of 18 Pages
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.
17. Press Release issued by Lodgian, Inc., dated July 17, 2000.
18. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated
July 17, 2000.
<PAGE>
Page 11 of 18 Pages
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 18, 2000
DGECLIFF HOLDINGS, LLC
By: /s/ William J. Yung
----------------------
Name: William J. Yung
Title: President
ASUARINA 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
994 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>
Page 12 of 18 Pages
By: /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>
Page 13 of 18 Pages
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>
Page 14 of 18 Pages
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 herewith.
--
<PAGE>
Page 15 of 18 Pages
18. Letter to Lodgian, Inc. from Casuarina Cayman Holdings Ltd., dated
July 17, 2000.10/
----------
10/ Filed herewith.
--
<PAGE>
Page 16 of 18 Pages
EXHIBIT 17
Lodgian Responds to William Yung
ATLANTA, July 17 /PRNewswire/ -- Lodgian , Inc., (NYSE: LOD), in
response to a letter received from William Yung, President of Casuarina Cayman
Holdings Ltd., the Company sent Mr. Yung the following letter:
July 14, 2000
Via Fax & Regular Mail
Mr. William J. Yung
President
Casuarina Cayman Holdings, Ltd.
207 Grandview Drive
Ft. Mitchell, KY 41017
Dear Mr. Yung:
I have received your letter dated July 13, 2000 with respect to a potential
sale of 10 hotels. As a matter of Company policy, we do not comment on
possible transactions.
Your letter suggests that you were not given the opportunity to bid to
acquire the properties in question. For the record, several weeks ago,
Morgan Stanley, at our Board's request, contacted your financial advisors to
determine if you would be interested in an acquisition of selected
properties in one or more portfolio sales. Your advisors responded that you
had no interest in portfolio transactions.
Sincerely,
Robert S. Cole
President & Chief Executive Officer
Cc: Joseph C. Calabro
Michael Leven
Anthony Larino, Morgan Stanley
<PAGE>
Page 17 of 18 Pages
EXHIBIT 18
Casuarina Cayman Holding Ltd.
207 Grandview Drive
Ft. Mitchell, KY 41017
July 17, 2000
Mr. Robert Cole FAX 404-364-0088
President
Lodgian, Inc.
3445 Peachtree Road, N.E., Suite 700
Atlanta, GA 30325
Dear Mr. Cole:
Enclosed is a letter from our investment banker, Greenhill & Co. explicitly
denying that they were offered this portfolio of hotels from Morgan Stanley,
your investment banker. I can fully understand why you want the shareholders to
believe that I was offered the hotels.
Let me refresh your memory, when we talked in New York, you assured me that you
were not going to sell the good properties. I guess the Portland Marriott,
Hilton Garden Inns that were just constructed in Portland and Rio Rancho, the
Sheraton in Concord, California and the Marriott Courtyard in Livermore,
California are not to be classified as "good properties".
I can't believe that you are selling a newly completed Marriott Hotel that cost
over $30 million for $15,400,000 on a per key basis. It is very clear that you
have no interest in the shareholders position. All you care about is keeping
yourself in power.
These are some of the best properties Lodgian has and it is the future of the
Company. If we were presented the portfolio, we would have bid. We are still
interested and I am sure we could pay $10,000,000 more than you are getting even
without seeing the P & L statements. To sell these properties at this very low
price is a very poor decision and I hope you and the Board will reconsider.
Sincerely,
William J. Yung, III
President
cc: Joseph C. Calabro, Chairman Fax 610-975-9715
Michael Leven, Director Fax 404-321-4482
<PAGE>
Page 19 of 18 Pages
GREENHILL & CO.
July 18, 2000
Mr. William J. Yung
President
Columbia Sussex Corporation
207 Grandview Drive
Fort Mitchell, KY 41017-2799
Dear Bill,
For the record, Greenhill & Co. never received from Lodgian, Inc. or
their financial advisors an offer to purchase a portfolio of assets, and was
never made aware that they were considering selling a large portfolio of assets.
The only proposal made to Greenhill & Co., acting as your financial
advisor, was an inquiry made by Morgan Stanley Dean Witter & Co., advisor to
Lodgian, inquiring whether you would drop your pursuit for control of Lodgian,
Inc. if Lodgian sold you a portfolio of assets. At no time did Morgan Stanley
identify any specific group of assets to be sold to you, nor did they indicate
that Lodgian was in the process of selling its West Coast properties.
The proposal made by Morgan Stanley, particularly one with a condition
that you cease all efforts to effectuate a change of control of Lodgian, cannot
realistically be viewed as an offer to sell you Lodgian's West Coast properties.
Sincerely,
Scott L. Bok
Managing Director
GREENHILL & CO., LLC o 31 WEST 52ND STREET o 16TH FLOOR
o NEW YORK, NEW YORK 10019
o TEL (212) 408-0660
o FAX (212) 408-0685
