----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)1
KOGER EQUITY, INC.
----------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
----------------------------------------------------------------------------
(Title of Class of Securities)
500228101
----------------------------------------------------------------------------
(CUSIP Number)
GEORGE R. WHITTEMORE, MILLS VALUE ADVISER, INC.,
1108 EAST MAIN STREET, RICHMOND, VIRGINIA 23219 (804) 344-3804
----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
AUGUST 20, 1997
----------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box |_|.
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
1The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Act"), or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
`
----------------------------------------------------------------------------
<PAGE>
------------------- ------------------
CUSIP No. 500228101 SCHEDULE 13D Page 2 of 10 Pages
------------------- ------------------
------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mills Value Adviser, Inc.
I.R.S. ID #54-1410376
------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Not Applicable
------- --------------------------------------------------------------------
3 SEC USE ONLY
------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
Not Applicable
------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
--------------------------------------------------------------------
----------------------- ------- --------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------- --------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
------- --------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 618,270
------- --------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
----------------------- ------- --------------------------------------------
--------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
618,270
------- --------------------------------------------------------------------
------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
Not Applicable
------- --------------------------------------------------------------------
------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA (INVESTMENT ADVISER)
------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 1
TO
SCHEDULE 13D
FOR
MILLS VALUE ADVISER, INC.
This Amendment No. 1 hereby amends and supplements the Schedule 13D
(the "Schedule 13D"), dated August 27, 1996, filed with the Securities and
Exchange Commission (the "SEC") on August 28, 1996, with respect to the common
stock, par value $0.01 per share ("Common Stock"), of Koger Equity, Inc. (the
"Issuer").
Item 1. Security and Issuer
This Amendment No. 1 relates to the common stock, par value $0.01 per
share, of Koger Equity, Inc., 3986 Boulevard Center Drive, Suite 101,
Jacksonville, FL 32207.
Item 2. Identity and Background
Mills Value Adviser, Inc.
Mills Value Adviser, Inc. (the "Corporation") is a corporation
organized under the laws of the Commonwealth of Virginia. Its principal business
is providing investment advisory services to its clients. The address of its
principal business and principal office is 1108 East Main Street, Richmond, VA
23219. During the past five years, the Corporation has not been convicted in any
criminal proceeding, excluding traffic violations or similar misdemeanors.
On March 28, 1996, the Corporation and Charles A. Mills, III, Chairman
of the Board of the Corporation in Cases # SEC 960020 and SEC 960022 entered
into an admission and consent order which accepted an order of settlement
alleging violations of Virginia Code Sections 13.1-504 A and 13.1-504 C by the
Virginia State Corporation Commission. In particular, the order of settlement
alleged that the Corporation temporarily transacted business in the Commonwealth
of Virginia as an unregistered investment advisor; that the Corporation
temporarily employed an unregistered investment advisor representative; and that
Mr. Mills temporarily transacted business in the Commonwealth of Virginia as an
unregistered investment advisor. Without admitting or denying the allegations,
the Corporation paid $200.00 and Mr. Mills paid $2,500.00 to the Commonwealth of
Virginia. The Corporation has undertaken measures to prevent a lapse in required
registrations or other similar occurrence.
Page 3 of 10 Pages
<PAGE>
Charles A. Mills, III
(A) Charles A. Mills, III
(B) 1108 East Main Street, Richmond, VA 23219
(C) Charles A. Mills, III is Chairman of the Board of the Corporation
and also a director and Chairman of Anderson & Strudwick, Incorporated, a stock
brokerage firm, whose address is the same as the Corporation's.
(D) During the past five years, Charles A. Mills, III has not been
convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors.
(E) On March 28, 1996, the Corporation and Charles A. Mills, III,
Chairman of the Board of the Corporation in Cases # SEC 960020 and SEC 960022
entered into an admission and consent order which accepted an order of
settlement alleging violations of Virginia Code Sections 13.1-504 A and 13.1-504
C by the Virginia State Corporation Commission. In particular, the order of
settlement alleged that the Corporation temporarily transacted business in the
Commonwealth of Virginia as an unregistered investment advisor; that the
Corporation temporarily employed an unregistered investment advisor
representative; and that Mr. Mills temporarily transacted business in the
Commonwealth of Virginia as an unregistered investment advisor. Without
admitting or denying the allegations, the Corporation paid $200.00 and Mr. Mills
paid $2,500.00 to the Commonwealth of Virginia. The Corporation has undertaken
measures to prevent a lapse in required registrations or other similar
occurrence.
(F) Charles A. Mills, III is a citizen of the United States of America.
George R. Whittemore
(A) George R. Whittemore
(B) 1108 East Main Street, Richmond, VA 23219
(C) George R. Whittemore is President and a Director of the
Corporation.
Page 4 of 10 Pages
<PAGE>
(D) During the past five years, George R. Whittemore has not been
convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors.
(E) During the past five years, George R. Whittemore has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(F) George R. Whittemore is a citizen of the United States of America.
Blair J. Frantzen
(A) Blair J. Frantzen
(B) 1108 East Main Street, Richmond, VA 23219
(C) Blair J. Frantzen is Secretary/Treasurer and a Director of the
Corporation and a registered representative of Anderson & Strudwick,
Incorporated, a stock brokerage firm whose address is the same as the
Corporation's.
(D) During the past five years, Blair J. Frantzen has not been
convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors.
(E) During the past five years, Blair J. Frantzen has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(F) Blair J. Frantzen is a citizen of the United States of America.
George W. Anderson
(A) George W. Anderson
(B) 1108 East Main Street, Richmond, VA 23219
Page 5 of 10 Pages
<PAGE>
(C) George W. Anderson is a Director of the Corporation as well as a
Senior Vice President of Anderson & Strudwick, Incorporated, a stock brokerage
firm, and President of Anderson & Strudwick Holding Corporation, both of whose
addresses are the same as the Corporation's.
(D) During the past five years, George W. Anderson has not been
convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors.
(E) During the past five years, George W. Anderson has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(F) George W. Anderson is a citizen of the United States of America.
Item 3. Source and Amount of Funds and Other Consideration
Prior to the date of the event that requires filing of this Amendment
No. 1, the Corporation had purchased 905,200 shares of Common Stock at an
aggregate cost of $10,346,089. The source of the funds used in making the
purchases was from client accounts over which the Corporation has discretionary
investment authority.
Before June 20, 1997, the Corporation sold 133,330 of the shares that
it had purchased. During the period from June 20, 1997 to August 20, 1997, the
60 days prior to the date of the event that requires filing of this Amendment
No. 1, the Corporation sold 153,600 shares, resulting in the Corporation's
current beneficial ownership of 618,270 shares.
Item 4. Purpose of Transaction
The Corporation, an investment advisory firm, through discretionary
investment authority granted to it by its clients, has purchased shares of
Common Stock for investment purposes on behalf of its clients.
There are no plans or proposals which the Corporation, Charles A.
Mills, III, George R. Whittemore, Blair J. Frantzen, or George W. Anderson may
have that relate to or would result in:
Page 6 of 10 Pages
<PAGE>
(A) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer, except as
otherwise disclosed herein;
(B) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(C) A sale or transfer of a material amount of assets of the Issuer or
of any of its subsidiaries;
(D) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(E) Any material change in the present capitalization or dividend
policy of the Issuer;
(F) Any other material change in the Issuer's business or corporate
structure;
(G) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person;
(H) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(I) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(J) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(A) The aggregate number and percentage of Common Stock beneficially
owned by the Corporation are 618,270 shares and 3.0%, respectively.
Page 7 of 10 Pages
<PAGE>
(B) The Corporation has no power to vote or to direct the vote of the
shares identified pursuant to Item 5(a). The Corporation has the sole power to
dispose or to direct the disposition of all the shares identified pursuant to
Item 5(a).
(C) The transactions in the securities identified pursuant to Item 5(a)
during the past 60 days were all sales and are itemized as follows:
Beneficial Trans. Amount of Price Per Where/How
Owner Date Transaction Share Effected
MVA 07/01/97 $177,160 $17.72 Open Mkt.
MVA 08/06/97 $38,661 $19.33 Open Mkt.
MVA 08/08/97 $41,002 $20.50 Open Mkt.
MVA 08/11/97 $39,701 $19.85 Open Mkt.
MVA 08/12/97 $39,452 $19.73 Open Mkt.
MVA 08/14/97 $38,752 $19.38 Open Mkt.
MVA 08/15/97 $38,377 $19.19 Open Mkt.
MVA 08/18/97 $38,002 $19.00 Open Mkt.
MVA 08/19/97 $465,041 $19.38 Open Mkt.
MVA 08/20/97 $2,104,342 $19.93 Open Mkt.
(D) Not applicable.
(E) On August 20, 1997, the Corporation ceased to be the beneficial
owner of more than five percent of Common Stock.
Charles A. Mills, III
(A) None
(B) None
(C) None
(D) Not applicable.
(E) Not applicable.
George R. Whittemore
(A) None
(B) None
Page 8 of 10 Pages
<PAGE>
(C) None
(D) Not applicable.
(E) Not applicable.
Blair J. Frantzen
(A) None
(B) None
(C) None
(D) Not applicable.
(E) Not applicable.
George W. Anderson
(A) None
(B) None
(C) None
(D) Not applicable.
(E) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None
Item 7. Material to be Filed as Exhibits
None
Page 9 of 10 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement on Schedule 13D is
true, complete and correct.
MILLS VALUE ADVISER, INC.
Date: August 20, 1997 /s/ CHARLES A. MILLS, III
--------------------------
CHARLES A. MILLS, III
Chairman of the Board
Date: August 20, 1997 /s/ GEORGE R. WHITTEMORE
-------------------------
GEORGE R. WHITTEMORE
President/Director
Date: August 20, 1997 /s/ BLAIR J. FRANTZEN
----------------------
BLAIR J. FRANTZEN
Secretary/Treasurer/Dir.
Date: August 20, 1997 /s/ GEORGE W. ANDERSON
-----------------------
GEORGE W. ANDERSON
Director
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
Page 10 of 10 Pages
