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EXHIBIT 19
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
CASUARINA CAYMAN HOLDINGS LTD., )
a Cayman Islands, British West Indies )
corporation, and EDGECLIFF HOLDINGS, )
LLC, a Kentucky limited liability company, )
)
Plaintiffs, )
) Civil Action No. ________
v. )
)
LODGIAN, INC., a Delaware corporation, )
)
Defendant. )
COMPLAINT
---------
Plaintiffs, Casuarina Cayman Holdings Ltd. ("Casuarina") and Edgecliff
Holdings, LLC ("Edgecliff"), by and through their undersigned attorneys, for
their complaint, allege as follows:
1. This action is brought pursuant to 8 Del. C. Section 211 to
establish a date for the annual meeting of stockholders of Lodgian, Inc.
("Lodgian" or the "Company").
2. Plaintiff Casuarina is a corporation organized under the laws of the
Cayman Islands, British West Indies. Casuarina is the beneficial owner of
1,593,700 shares of Lodgian common stock, representing approximately 5.67% of
the outstanding shares.
3. Plaintiff Edgecliff is a Kentucky limited liability company, with
its principal executive office in Fort Mitchell, Kentucky. Edgecliff is the
record owner of 2,598,100 shares of Lodgian common stock, representing
approximately 9.24% of the outstanding shares.
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4. Defendant Lodgian is a Delaware corporation, engaged in hotel
ownership and management, with its principal place of business in Atlanta,
Georgia.
5. Upon information and belief, the Company has not held an annual
meeting of stockholders for the election of directors since June 25, 1999 and,
since that time, no action has been taken by written consent in lieu of an
annual meeting to elect directors in accordance with Section 211(b).
6. As of the date of filing of this Complaint, the Company has not
announced any date for the holding of an annual meeting of stockholders.
7. Pursuant to 8 Del. C. Section 211(c), in the event that a Delaware
corporation fails to hold an annual meeting of stockholders for the election of
directors or if there is a failure "to take action by written consent to elect
directors in lieu of an annual meeting for a period of 30 days after the date
designated for the annual meeting, or if no date has been designated, for a
period of 13 months after the latest to occur of the organization of the
corporation, its last annual meeting or the last action by written consent to
elect directors in lieu of an annual meeting, the Court of Chancery may
summarily order a meeting to be held upon the application of any stockholder or
director."
WHEREFORE, plaintiffs respectfully request that this Court enter an
Order as follows:
A. Summarily ordering the Company to hold an annual meeting of
stockholders for the election of directors;
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B. Designating a time and place of such meeting, the record date for
the determination of the stockholders of the Company entitled to vote, and the
form of notice of such meeting;
C. Awarding plaintiff costs and attorneys' fees of this litigation; and
D. Granting such other and further relief as the Court deems proper.
MORRIS, NICHOLS, ARSHT & TUNNELL
--------------------------------
Alan J. Stone
Jessica Zeldin
1201 N. Market Street
P.O. Box 1347
Wilmington, DE 19899
(302) 658-9200
Attorneys for Plaintiffs
OF COUNSEL:
Martin Flumenbaum
Michael C. Keats
PAUL, WEISS, RIFKIND, WHARTON
& GARRISON
1285 Avenue of the Americas
New York, New York 10019
(212) 373-3000
July 19, 2000
