UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Date of Report (Date of Earliest Event Reported): | | April 28, 2005 |
Lodgian, Inc.
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(Exact name of registrant as specified in its charter)
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| Delaware | 001-14537 | 52-2093696 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 3445 Peachtree Road, NE, Suite 700, Atlanta, Georgia | | 30326 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | 404-364-9400 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
Lodgian will hold its annual stockholders meeting on April 28, 2005 beginning at 10:00 a.m. in Atlanta, Georgia. As a part of the meeting, our President and Chief Executive Officer, W. Thomas Parrington, will give a report on the status of the company. Attached as Exhibit 99.1 is the text of the remarks Mr. Parrington is expected to make during the annual meeting of stockholders. Attached as Exhibit 99.2 is a reconciliation of certain non-GAAP financial measures discussed by Mr. Parrington during his presentation to their comparable GAAP measures.
This amendment is being filed solely for the purpose of correcting certain financial information in Exhibit 99.2.
Item 7.01. Regulation FD Disclosure.
Lodgian will hold its annual stockholders meeting on April 28, 2005 beginning at 10:00 a.m. in Atlanta, Georgia. As a part of the meeting, our President and Chief Executive Officer, W. Thomas Parrington, will give a report on the status of the company. Attached as Exhibit 99.1 is the text of the remarks Mr. Parrington is expected to make during the annual meeting of stockholders. Attached as Exhibit 99.2 is a reconciliation of certain non-GAAP financial measures discussed by Mr. Parrington during his presentation to their comparable GAAP measures.
This amendment is being filed solely for the purpose of correcting certain financial information in Exhibit 99.2.
The information furnished in this Form 8-K and the accompanying exhibits
shall not be deemed to be "filed" for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, and shall not be
incorporated by reference in any filing under the Securities Act of
1933, as amended, except as expressly set forth by specific reference in
such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | Lodgian, Inc. |
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| May 2, 2005 | | By: | | Daniel E. Ellis
|
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|
| | | | | Name: Daniel E. Ellis |
| | | | | Title: Senior Vice President, General Counsel & Secretary |
Exhibit Index
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| Exhibit No. | | Description |
| |
|
99.1 | | W. Thomas Parrington annual meeting comments |
99.2 | | Reconcilation of EBITDA and Adjusted EBITDA (non-GAAP measures) |
