SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): August 19, 1994
KOGER EQUITY, INC.
(Exact name of registrant as specified in its charter)
Florida 1-9997 59-2898045
(State of incorporation (Commission (IRS Employer
or organization) File Number) Identification No.)
3986 Boulevard Center Drive
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)
<PAGE>
Item 5. Other Events.
Reference is made to a copy of a letter agreement between
Koger Equity, Inc. and TCW SPECIAL CREDITS, a California General
Partnership, dated August 5, 1994, which is filed as Exhibit 10
to this report, which exhibit is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description of Exhibit
10 A letter agreement between Koger
Equity, Inc. and TCW SPECIAL
CREDITS, a California General
Partnership, dated August 5, 1994.
<PAGE>
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.
KOGER EQUITY, INC.
Date: August 19, 1994
By: /W. Lawrence Jenkins
W. Lawrence Jenkins
Title: Vice President and Secretary
<PAGE>
EXHIBIT INDEX
The following designated exhibit is filed herewith:
Exhibit
10 A letter agreement between Koger Equity, Inc.
and TCW SPECIAL CREDITS, a California
General Partnership, dated August 5, 1994.
<PAGE>
August 5, 1994 Exhibit 10
TCW Special Credits
865 South Figueroa Street
Suite 1800
Los Angeles, California 90017
Dear Sirs:
Reference is made to the Registration Rights Agreement
(the "Registration Rights Agreement") dated August 9, 1993
between Koger Equity, Inc. (the "Company") and TCW Special
Credits ("TCW Special Credits") for itself and, as General
Partner or Investment Advisor, on behalf of TCW Special
Credits Fund III, Weyerhauser Company Master Pension Trust,
The Common Fund for Bond Investments and TCW Special Credits
Trust (collectively, the "Shareholders"). Terms defined in
the Registration Rights Agreement are used herein as therein
defined.
The Company has filed and is planning to file shelf
registration statements with the Securities and Exchange
Commission (the "SEC") under which the Shareholders have
certain piggyback registration rights under the Registration
Rights Agreement. The Shareholders desire to have their
shares of common stock registered pursuant to a shelf
registration statement to maintain their ability to sell their
shares in the future in lieu of the aforesaid registration
statements.
This letter will confirm the agreement between the
Company and TCW Special Credits, for itself and the
Shareholders, with respect to certain matters relating to the
Registration Rights Agreement.
(1) Subject to the terms and conditions set forth
herein, TCW Special Credits, on behalf of the Shareholders,
hereby waives any notice requirements and any piggyback rights
which they may possess under the Registration Rights Agreement
with respect to the Company's Registration Statement on Form
S-3 filed with the SEC on July 27, 1994, relating to the shelf
registration of Warrants to purchase shares of Common Stock of
the Company to be issued in connection with settlement of
certain litigation.
(2) Subject to the terms and conditions set forth
herein, TCW Special Credits, on behalf of the Shareholders,
hereby waives any notice requirement and any piggyback rights
which they may possess under the Registration Rights Agreement
with respect to the Company's Registration Statement on Form
S-3 scheduled to be filed with the SEC on or about August 22,
1994, relating to the shelf registration of $100,000,000 of
securities of the Company (the "Public Registration
Statement").
(3) Initiating Holders may, but not until after the 90-
day period following the date of the first prospectus
supplement setting forth the definitive terms, including
pricing, of the first offering of securities under the Public
Registration Statement, or at any time after December 31,
1994, if such supplement has not by then been issued (the
"Notice Date"), give notice requesting registration of their
Registrable Securities under a Shelf Registration Statement on
Form S-3 (the "TCW Registration Statement"). The Company
shall use its best efforts to file within 30 days of the
Notice Date and maintain the TCW Registration Statement in
effect for eighteen (18) months. The TCW Registration
Statement shall be governed by the provisions in the
Registration Rights Agreement applicable to demand
registrations under Section 3 of the Registration Rights
Agreement but shall not reduce the number of demand
registrations available under Section 3 thereof, which shall
remain at four (4); provided, however, that nothing contained
in the Registration Rights Agreement shall have the effect of
permitting the delay of the filing of the TCW Registration
Statement.
(4) TCW Special Credits, on behalf of the Shareholders,
represents and warrants to the Company that the Shareholders
own all of the Registrable Securities.
(5) TCW Special Credits represents to the Company that
it has the power and authority under the terms and provisions
of a partnership or other agreement with each of the
Shareholders to enter into this Agreement on behalf of each
Shareholder.
<PAGE>
Please confirm the foregoing by signing a counterpart of
this letter agreement and returning such signed counterpart to
the Company, whereupon this letter agreement shall become a
binding agreement on behalf of the Company and TCW Special
Credits for itself and the Shareholders.
Very truly yours,
KOGER EQUITY, INC.
By: [Victor A. Hughes]
Title: Sr Vice President
Confirmed and Agreed to:
TCW SPECIAL CREDITS, a
California General Partnership,
for itself for purposes of paragraph
(5) only and on behalf of the
Shareholders (as defined herein)
By: TCW ASSET MANAGEMENT COMPANY
Managing General Partner
By: [Richard Masson]
Name Richard Masson
Title Managing Director
By: [Kenneth Liang]
Name Kenneth Liang
Title Vice President
<PAGE>
