SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 6, 1995
THE KOGER PARTNERSHIP, LTD.
(Exact name of registrant as specified in its charter)
Florida 0-8891 59-1710469
(State or incorporation (Commission (IRS Employer
or organization) File Number) Identification No.)
3986 Boulevard Center Drive, Suite 101
Jacksonville, Florida 32207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (904) 398-3403
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On December 4, 1995, the Bankruptcy Court in which The Koger
Partnership, Ltd. (the "Partnership") Chapter 11 Bankruptcy case is pending
entered an order dissolving the Partnership as a Florida limited partnership and
authorizing and directing that Southeast Properties Holding Corporation, Inc.,
as Managing General Partner of the Partnership, take all actions which are
necessary and advisable to wind up the Partnership's affairs and terminate its
existence. The Court further ordered that this termination and the closing of
the Chapter 11 case be accomplished prior to December 31, 1995.
As previously reported, the Partnership has sold all of its operating
properties, the proceeds of which have been used to reduce its debt. Since the
Partnership will continue to owe approximately $21 million to its Managing
General Partner and $350,000 to its former Individual General Partner, there
will be no distribution to the partners with respect to the outstanding Units of
Limited or General Partnership Interest.
The tax implications of this dissolution and termination will not be known until
after the dissolution and termination has been completed. The partners will
receive, sometime in the first quarter of 1996, the Internal Revenue Service
Form 1065, Schedule K-1 for the year ended December 31, 1995. No preliminary tax
information or estimation will be available to the partners until the final
accounting has been accomplished.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description of Exhibit
20 Form Letter, dated December 6,
1995, to Limited Partners of
The Koger Partnership, Ltd.
99 Press Release, dated
December 6, 1995,
concerning the
dissolution and
termination of The
Koger Partnership, Ltd.
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SIGNATURE
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.
THE KOGER PARTNERSHIP, LTD.
by SOUTHEAST PROPERTIES HOLDING
CORPORATION, INC.,
its MANAGING GENERAL PARTNER
Date: December 6, 1995 By: /s/ J. L. STEPHENS
James L. Stephens
Title: Treasurer and Chief
Accounting Officer
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EXHIBIT INDEX
The following designated exhibits are filed herewith:
Exhibit
20 Form Letter, dated December 6, 1995, to Limited
Partners of The Koger Partnership, Ltd.
99 Press Release, dated December 6, 1995, concerning
the dissolution and termination of The Koger
Partnership, Ltd.
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Exhibit No.20
December 6, 1995
To all Limited Partners:
The Bankruptcy Court in which The Koger Partnership, Ltd. (the "Partnership")
Chapter 11 Bankruptcy case is pending has entered an order dissolving the
Partnership as a Florida limited partnership. This order authorizes and directs
Southeast Properties Holding Corporation, Inc., the Managing General Partner of
the Partnership, to take all actions which are necessary and advisable to wind
up the Partnership's affairs and terminate its existence. The Court further
ordered that this termination and the closing of the Chapter 11 case be
accomplished prior to December 31, 1995.
As previously reported, the Partnership has sold all of its operating
properties, the proceeds of which have been used to reduce its debt. Since the
Partnership will continue to owe approximately $21 million to its Managing
General Partner and $350,000 to its former Individual General Partner, there
will be no distribution to the partners with respect to the outstanding Units of
Limited or General Partnership Interest.
The tax implications of this dissolution and termination will not be known until
after the dissolution and termination has been completed. The partners will
receive, sometime in the first quarter of 1996, the Internal Revenue Service
Form 1065, Schedule K-1 for the year ended December 31, 1995. No preliminary tax
information or estimation will be available to the partners until the final
accounting has been accomplished.
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Exhibit No.99
NEWS
Dissolution and Termination of
The Koger Partnership, Ltd.
JACKSONVILLE, FLORIDA, December 6, 1995. The Koger Partnership, Ltd. (the
"Partnership") announced through its Managing General Partner, Southeast
Properties Holding Corporation, Inc., that the Bankruptcy Court in the Chapter
11 case of the Partnership entered an Order dated December 4, 1995, authorizing
and directing the Managing General Partner to take all necessary and advisable
action to wind up the Partnership's affairs and to terminate its existence as a
partnership. The Bankruptcy Court further ordered that this termination and the
closing of the Chapter 11 case be accomplished prior to December 31, 1995.
As previously reported, the Partnership has sold all of its operating
properties, the proceeds of which have been used to reduce its debt. Since the
Partnership will continue to owe approximately $21 million to its Managing
General Partner and $350,000 to its former Individual General Partner, there
will be no distribution to the partners with respect to the outstanding Units of
Limited or General Partnership Interest.
# # #
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