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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 11, 1998
LODGIAN, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 001-14537 52-2093696
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3445 Peachtree Road N.E., Suite 700, Atlanta, Georgia 30326
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (404) 364-9400
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 11, 1998, the mergers (the "Mergers") contemplated by the terms
of the Amended and Restated Agreement and Plan of Merger (the "Merger
Agreement") among Lodgian, Inc. ("the Company"), Servico, Inc. ("Servico"),
Impac Hotel Group, L.L.C. ("Impac"), SHG-S Sub, Inc., SHG-I Sub, L.L.C., P-Burg
Lodging Associates, Inc., SHG-II Sub, Inc., Hazard Lodging Associates, Inc.,
SHG-III Sub, Inc., Memphis Lodging Associates, Inc., SHG-IV Sub, Inc., Delk
Lodging Associates, Inc., SHG-V Sub, Inc., Impac Hotel Development, Inc., SHG-VI
Sub, Inc., Impac Design and Constructions, Inc., SHG-VII Sub, Inc., Impac Hotel
Group, Inc. and SHG-VIII Sub, Inc., dated as of July 22, 1998, as amended, were
completed. As a result of the Mergers, Servico, Impac and each of the Impac
Affiliated Companies (as defined in the Merger Agreement) are each a wholly
owned subsidiary of the Company.
Pursuant to the terms of the Merger Agreement as previously approved by the
Servico shareholders and the members of Impac and the Impac Affiliated
Companies, the Servico shareholders received 18,439,809 newly issued shares of
the Company's common stock, par value $.01 per share (the "Common Stock") having
an aggregate fair market value of $112,943,830, and the members of Impac and the
Impac Affiliated Companies received 8,000,000 newly issued shares of the
Company's Common Stock, having an aggregate fair market value of $49 million,
and $15 million in cash consideration. In addition, the members of Impac and the
Impac Affiliated Companies will receive an additional 1,400,000 shares of the
Company's Common Stock, which shares are currently in escrow, upon the opening
of five hotels that are currently in development.
In connection with the financing for the Mergers, the Company obtained a
$265 million floating rate mortgage loan from Lehman Brothers Holdings Inc.
ITEM 5. OTHER EVENTS.
Following the completion of the Mergers, the following individuals became
directors and/or officers of the Company:
Name Position in the Company
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Robert S. Cole Chief Executive Officer, President and Director
Karyn Marasco Chief Operating Officer and Executive Vice President
Warren M. Knight Chief Financial Officer and Vice President - Finance
Joseph C. Calabro Director and Chairman of the Office of the Chairman
of the Board
John Lang Director
Michael A. Leven Director
Peter R. Tyson Director
Richard H. Weiner Director
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
(1) Set forth below are the financial statements of Servico filed as a part
of this report, all of which are incorporated by reference to Servico's Annual
Report on Form 10-K, filed on March 31, 1998 (File No. 001-11342):
Report of Independent Certified Public Accountants;
Consolidated Balance Sheets as of December 31, 1997 and 1996;
Consolidated Statements of Income for the years ended December 31,
1997, 1996 and 1995;
Consolidated Statements of Cash Flows for the years ended December 31,
1997, 1996 and 1995; and
Notes to Consolidated Financial Statements.
(2) Set forth below are the financial statements of Impac and the Impac
Affiliated Companies filed as a part of this report, all of which are
incorporated by reference to Servico's Proxy Statement on Schedule 14A, filed on
July 24, 1998 (File No. 001-11342):
Report of Independent Accountants;
Consolidated and Combined Balance Sheets as of December 31, 1997 and
1996;
Consolidated and Combined Statements of Operations for the years ended
December 31, 1997, 1996 and 1995;
Consolidated and Combined Statements of Cash Flows for the years ended
December 31, 1997, 1996 and 1995; and
Notes to Consolidated and Combined Financial Statements.
(b) Pro Forma Financial Information.
The pro forma financial information of the Company relating to the Mergers
shall be filed by amendment to this Form 8-K no later than February 26, 1999.
(c) Exhibits.
2.1 Amended and Restated Agreement and Plan of Merger (the "Merger
Agreement") among Lodgian, Inc., Servico, Inc., Impac Hotel Group, L.L.C., SHG-S
Sub, Inc., SHG-I Sub, L.L.C., P-Burg Lodging Associates, Inc., SHG-II Sub, Inc.,
Hazard Lodging Associates, Inc., SHG-III Sub, Inc., Memphis Lodging Associates,
Inc., SHG-IV
Sub, Inc., Delk Lodging Associates, Inc., SHG-V Sub, Inc., Impac Hotel
Development, Inc., SHG-VI Sub, Inc., Impac Design and Constructions, Inc.,
SHG-VII Sub, Inc., Impac Hotel Group, Inc. and SHG-VIII Sub, Inc., dated as of
July 22, 1998, incorporated by reference to Appendix A to Servico's Proxy
Statement on Schedule 14A, filed on July 24, 1998 (File No. 001-11342).
2.2 Amendment to the Merger Agreement, dated as of September 16, 1998,
incorporated by reference to Exhibit 2 to Servico's Current Report on Form 8-K
dated September 16, 1998 (File No. 001-11342).
10.1 Loan Agreement, dated as of December 11, 1998, between Servico
Windsor, Inc., Secore Financial Corporation and the borrowers listed on the
signature pages thereto.
10.2 Pledge Agreement, dated as of December 11, 1998, among Secore
Financial Corporation, Lehman Brothers Holdings Inc., Lodgian, Inc., Servico,
Inc., Servico Operations Corporation, Sharon Motel Enterprises, Inc., KDS
Corporation, AMIOP Acquisition Corp., Servico Acquisition Corp. and Palm Beach
Motel Enterprises.
10.3 Guaranty, dated as of December 11, 1998, by Servico, Inc., Lodgian,
Inc., Servico Operations Corporation, Sharon Motel Enterprises, Inc., KDS
Corporation, AMIOP Acquisition Corp., Servico Acquisition Corp. and Palm Beach
Motel Enterprises in favor of Secore Financial Corporation.
20.1 Definitive Proxy Statement, incorporated by reference to Servico's
Proxy Statement on Schedule 14A, filed on July 24, 1998 (File No. 001-11342).
99.1 Press release dated November 9, 1998.
99.2 Press release dated December 11, 1998.
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 thereunto duly authorized.
LODGIAN, INC.
By: /s/ Warren M. Knight
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Warren M. Knight
Chief Financial Officer
Dated: December 28, 1998
EXHIBIT INDEX
Exhibit No. Description
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2.1 Amended and Restated Agreement and Plan of Merger
(the "Merger Agreement") among Lodgian, Inc.,
Servico, Inc., Impac Hotel Group, L.L.C., SHG-S
Sub, Inc., SHG-I Sub, L.L.C., P-Burg Lodging
Associates, Inc., SHG-II Sub, Inc., Hazard Lodging
Associates, Inc., SHG-III Sub, Inc., Memphis
Lodging Associates, Inc., SHG-IV Sub, Inc., Delk
Lodging Associates, Inc., SHG-V Sub, Inc., Impac
Hotel Development, Inc., SHG-VI Sub, Inc., Impac
Design and Constructions, Inc., SHG-VII Sub, Inc.,
Impac Hotel Group, Inc. and SHG-VIII Sub, Inc.,
dated as of July 22, 1998, incorporated by
reference to Appendix A to Servico's Proxy
Statement on Schedule 14A, filed on July 24, 1998
(File No. 001-11342).
2.2 Amendment to the Merger Agreement, dated as of
September 16, 1998, incorporated by reference to
Exhibit 2 to Servico's Current Report on Form 8-K
dated September 16, 1998 (File No. 001-11342).
10.1 Loan Agreement, dated as of December 11, 1998,
between Servico Windsor, Inc., Secore Financial
Corporation and the borrowers listed on the
signature pages thereto.
10.2 Pledge Agreement, dated as of December 11, 1998,
among Secore Financial Corporation, Lehman
Brothers Holdings Inc., Lodgian, Inc., Servico,
Inc., Servico Operations Corporation, Sharon Motel
Enterprises, Inc., KDS Corporation, AMIOP
Acquisition Corp., Servico Acquisition Corp. and
Palm Beach Motel Enterprises.
10.3 Guaranty, dated as of December 11, 1998, by
Servico, Inc., Lodgian, Inc., Servico Operations
Corporation, Sharon Motel Enterprises, Inc., KDS
Corporation, AMIOP Acquisition Corp., Servico
Acquisition Corp. and Palm Beach Motel Enterprises
in favor of Secore Financial Corporation.
20.1 Definitive Proxy Statement, incorporated by
reference to Servico's Proxy Statement on Schedule
14A, filed on July 24, 1998 (File No. 001-11342).
99.1 Press release dated November 9, 1998.
99.2 Press release dated December 11, 1998.