IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE /
IN AND FOR NEW CASTLE COUNTY
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ROBERT STROUGO,
Plaintiff,
: CLASS ACTION COMPLAINT
- against - _, -:
ROBERT S. COLE, KARYN MARASCO, . .
LAWRENCE CARBALLO, KENNETH R. POSNER, ; ;q$$yf 7' ,;~:;;j
JOSEPH C. CALABRO, JOHN M. LANG, MICHAEL:
A. LEVEN, PETER R. TYSON, RICHARD H. >
-I
WEINER, and LODGIAN, INC.
Defendants.
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Plaintiff alleges upon information and belief, except
for paragraph 1 hereof, which is alleged upon knowledge as
follows:
1. Plaintiff has been the owner of shares of the
common stock of Lodgian, Inc. ("Lodgian" or the "Company") since
prior to the transaction herein complained of and continuously to
date.
2. Lodgian is a corporation duly organized and
existing under the laws of the State of Delaware. The Company
owns or manages a portfolio of 133 hotels with more than 25,000
rooms in 35 states and Canada. Substantially all of Lodgian's
hotels are affiliated with nationally recognized hospitality
brands such as Holiday Inn, Crowne Plaza, Marriott, Sheraton,
Hilton, Doubletree and Westin.
3. Defendant Joseph C. Calabro is a Director of the
Company and Chairman of the office of Chairman of the Board of
Directors.
4. Defendant John M. Lang is a Director of the
Company and a member of the office of Chairman of the Board of
Directors.
5. Defendant Michael A. Leven is a Director of the
Company and a member of the office of Chairman of the Board of
Directors.
6. Defendant Robert S. Cole, is the President, Chief
Executive Officer and a Director of Lodgian.
7. Defendant Karyn Marasco is Chief Operating Officer
and a Director of the Company.
SNIPPETS:
Plaintiff alleges upon information and belief, except for paragraph 1 hereof, which is
Plaintiff has been the owner of shares of the common stock of Lodgian, Inc. since prior to
Substantially all of Lodgian's hotels are affiliated with nationally recognized hospitality
Defendant Joseph C. Calabro is a Director of the Company and Chairman of the office of
Defendant John M. Lang is a Director of the Company and a member of the office of Chairman of
Defendant Karyn Marasco is Chief Operating Officer and a Director of the Company.
Defendants John M. Lang, Peter R. Tyson and Richard H. Weiner are and were at all relevant
The class is so numerous that joinder of all members is impracticable.
There are approximately 27,103,348 shares of Lodgian common stock outstanding, beneficially
There are questions of law and fact which are common to the class including, inter &&, the
sult of the wrongful conduct of defendants.
appropriate injunctive relief and/or corresponding declaratory relief with respect to the
Casuarina owns or controls approximately 9.3% of Lodgian's outstanding common stock.
On November 16, 1999, in a letter addressed to defendant Cole, Casuarina offered to purchase
Casuarina also requested that Lodgian refrain from taking any actions to entrench management
there is no indication that Lodqian provided Casuarina with the information it requested
Defendants' fiduciary duties obligate them to fully and adequately consider all bona fide
Defendants have failed to fulfill their fiduciary duties to:Lodqian's public shareholders and
Defendants, in an attempt to entrench themselves in their positions and offices with the
Defendants' refusal to negotiate has deprived and will continue to deprive the Company's
Plaintiff and the Class have no adequate remedy at law.
take all appropriate steps to enhance Lodgian's value and attractiveness as a
F. granting such other and further relief as may be just and proper in the premises.
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