UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934.
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934.
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
COMMISSION FILE NO. 1-14537
LODGIAN, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-2093696
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3445 PEACHTREE ROAD N.E., SUITE 700 30326
ATLANTA, GEORGIA (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number, including area code: (404) 364-9400
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
-------------------------------------- -----------------------------------------
Common Stock, $.01 par value per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of Common Stock, par value $.01 per share, held by
non-affiliates of the registrant as of July 24, 2000, was $70,040,945 based on
the closing price of $2.6875 per share of the Common Stock as reported by the
New York Stock Exchange on such date.
The registrant had 28,126,591 shares of Common Stock, par value $.01,
outstanding as of July 24, 2000.
<PAGE>
AMENDMENT NO. 1
TO
ANNUAL REPORT ON FORM 10-K
ITEM 8. The following Report of Independent Auditors shall be moved from Item
14 to Item 8:
REPORT OF INDEPENDENT AUDITORS
The Stockholders and Board of Directors
Lodgian, Inc.
We have audited the accompanying consolidated balance sheets
of Lodgian, Inc. (formerly known as Servico, Inc) and subsidiaries as
of December 31, 1999 and 1998, and the related consolidated statements
of operations, stockholders' equity, and cash flows for each of the
three years in the period ended December 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require that
we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
The selected quarterly financial data included in Note 17
contains information that we did not audit, and, accordingly, we do not
express an opinion on that data. We attempted, but were unable, to
review the quarterly financial data for the interim periods within 1999
in accordance with standards established by the American Institute of
Certified Public Accountants because we believe that the Company's
internal controls for the preparation of interim financial information
did not provide an adequate basis to enable us to complete such a
review.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Lodgian, Inc. (formerly known as Servico, Inc.) and
subsidiaries at December 31, 1999 and 1998, and the consolidated
results of their operations and their cash flows for each of the three
years in the period ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States.
Ernst & Young LLP
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, on October 16, 2000.
LODGIAN, INC.
By: /s/ THOMAS EPPICH
------------------------
Thomas R. Eppich
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the Company
and in the capacities indicated, on October 16, 2000.
SIGNATURE TITLE
---------------------------------- --------------------------------------
/s/ ROBERT S. COLE Chief Executive Officer, President and
---------------------------------- Director
Robert S. Cole
/s/ THOMAS R. EPPICH Chief Financial Officer
----------------------------------
Thomas R. Eppich
/s/ JOSEPH C. CALABRO Chairman of the Office of the Chairman
---------------------------------- of the Board-of-Directors
Joseph C. Calabro
/s/ John Lang Director
----------------------------------
John Lang
Director
----------------------------------
Michael A. Leven
Director
----------------------------------
Peter R. Tyson
/s/ RICHARD H. WEINER Director
----------------------------------
Richard H. Weiner
