UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)
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.
October 16, 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.
<PAGE>
2
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>
3
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, as amended by Amendment No. 10 filed on July 14, 2000, as
amended by Amendment No. 11 filed on July 19, 2000, as amended by Amendment No.
12 filed on July 20, 2000, as amended by Amendment No. 13 filed on August 22,
2000, as amended by Amendment No. 14 on August 31, 2000, as amended by Amendment
No. 15 filed on September 8, 2000, as amended by Amendment No. 16 filed on
September 18, 2000 and as amended by Amendment No. 17 filed on October 5, 2000
(the "Schedule 13D"), in respect of the common stock, par value $.01 per share,
of Lodgian, Inc., a Delaware corporation ("Lodgian"), 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.
-------------------------------------------------
The information below supplements the information previously
reported in item 3.
As described in Item 4 below, Edgecliff has proposed, subject
to due diligence and other customary conditions, to acquire Lodgian for $5.00
per share (the "Edgecliff Offer"). The Edgecliff Offer would be funded through a
combination of cash from Edgecliff and its affiliates, preferred equity
financing from DLJ Real Estate Capital Partners, Inc. ("DLJ") and debt financing
raised by Lehman Brothers Inc. ("Lehman"). Edgecliff and an affiliate have
entered into separate agreements with each of DLJ (the "DLJ Agreement") and
Lehman (the "Lehman Agreement") relating to the Edgecliff Offer. Copies of the
DLJ Agreement and the Lehman Agreement are attached hereto as Exhibits 29 and
30, respectively, and are incorporated herein by reference. The above
descriptions of the DLJ Agreement and the Lehman Agreement are qualified in
their entirety by reference to the terms of the respective agreements.
Item 4. PURPOSE OF TRANSACTION.
----------------------
The information below supplements the information previously
reported in item 4.
<PAGE>
4
On October 15, 2000, Edgecliff delivered a letter to Lodgian
in which it offered to acquire Lodgian for $5.00 per share of common stock,
subject to due diligence and other customary conditions. A copy of the letter is
attached hereto as Exhibit 31 and is incorporated herein by reference. The above
description of the letter is qualified in its entirety by reference to the
letter.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
Unchanged.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
-------------------------------------------------------------
RESPECT TO SECURITIES OF THE ISSUER.
-----------------------------------
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.
29. DLJ Agreement.
30. Lehman Agreement.
31. Letter, dated October 16, 2000.
<PAGE>
5
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: October 17, 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>
6
/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>
7
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>
8
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 as an Exhibit to Amendment No. 11 to the Schedule 13D.
<PAGE>
9
18. Letter to Lodgian, Inc. from Casuarina Cayman
Holdings Ltd., dated July 17, 2000. 10/
19. Complaint, dated July 19, 2000. 11/
20. Motion, dated July 19, 2000. 11/
21. Lodgian Complaint, dated August 16, 2000. 12/
22. Definitive Proxy Statement of Edgecliff Holdings, LLC
filed with the Securities and Exchange Commission on
August 31, 2000. 13/
23. Press Release, dated August 31, 2000. 13/
24. Motion to Dismiss, dated September 7, 2000. 14/
25. Additional Soliciting Material. 15/
26. Additional Soliciting Material. 15/
27. Press Release, dated October 3, 2000. 16/
28. Additional Soliciting Material. 16/
29. DLJ Agreement. 17/
30. Lehman Agreement. 17/
31. Letter, dated October 16, 2000. 17/
-------------------------
10/ Filed as an Exhibit to Amendment No. 11 to the Schedule 13D.
11/ Filed as an Exhibit to Amendment No. 12 to the Schedule 13D.
12/ Filed as an Exhibit to Amendment No. 13 to the Schedule 13D.
13/ Filed as an Exhibit to Amendment No. 14 to the Schedule 13D.
14/ Filed as an Exhibit to Amendment No. 15 to the Schedule 13D.
15/ Filed as an Exhibit to Amendment No. 16 to the Schedule 13D.
16/ Filed as an Exhibit to Amendment No. 17 to the Schedule 13D.
17/ Filed herewith.
