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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 21, 1993
KOGER EQUITY, INC.
(Exact name of registrant as specified in its charter)
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Florida 1-9997 59-2898045
(State of incorporation (Commission (IRS Employer
or organization) File Number) Identification No.)
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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 changes since last report)
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Item 2. Acquisition or Disposition of Assets.
Koger Equity, Inc. (the "Company") through itself and its wholly
owned subsidiary Southeast Properties Holding Corporation, Inc. ("Southeast")
has acquired substantially all of the assets of Koger Properties, Inc. ("KPI").
(a) Effective December 21, 1993, KPI was merged with and into the
Company, with the Company acquiring all of the assets of KPI except for the
latters interest in The Koger Partnership, Ltd. ("TKPL") which interest was
acquired by Southeast which has become the managing general partner of TKPL, a
publicly-held limited partnership. The Merger was the culmination of a plan of
reorganization (the "Plan") of KPI in its Chapter 11 Bankruptcy Case which was
jointly proposed by the Company and KPI and was approved by the shareholders of
the Company at their annual meeting of shareholders on August 11, 1993. In
exchange for the assets of KPI, the Merger provided for the issuance of shares
of the Company's common stock, par value $.01 per share, (the "Shares") to
certain creditors of KPI and the issuance of warrants to purchase Shares (the
"Warrants") to shareholders of KPI and holders of certain securities law claims
against KPI and the settlement of the Company's claim (approximately
$116,000,000) against KPI. Pursuant to the Merger 6,158,977 Shares, or
approximately 35% of the Shares outstanding after the Merger were issued to
certain unsecured creditors of KPI and the KPI common stock outstanding
immediately prior to the Merger was converted into the right to receive one
Warrant for every 50 Shares of KPI common stock. Holders of certain securities
law claims against KPI also received Warrants. Each Warrant gave the holder
the right to purchase one Share at a price of $8.00 per Share, such rights are
exercisable until June 30, 1999. The Warrants are subject to redemption at the
option of the Company at prices ranging between $1.84 to $5.24 per Warrant.
Warrants to purchase approximately 644,000 Shares (3.5% of the currently
outstanding Shares on a fully diluted basis) were issued in connection with the
Merger. For further information concerning the Merger, reference is made to
the Company's Proxy Statement dated June 30, 1993, which solicited the approval
of the Merger by the Shareholders of the Company at their annual meeting held
on August 11, 1993 (Securities Exchange Act File No. 1-9997).
(b) With the Merger the Company succeeded to substantially all of
the assets of KPI, free and clear of all liens, claims and encumbrances, except
encumbrances relating to certain secured indebtedness of KPI (aggregating
approximately $177 million) which was restructured pursuant to the Plan. KPI's
assets acquired by the Company in the Merger included 93 buildings containing
approximately 3,848,130 net rentable square feet together with approximately
296 acres of unimproved land suitable for development, all of which buildings
are located in 20 Koger Centers in 16 metropolitan areas and 1,781,419 Shares
(13.5% of the shares outstanding prior to the Merger). As a result of the
Merger, the Company assumed all of the leasing and other management
responsibilities of its properties including those acquired in the Merger. In
addition, immediately prior to the Merger KPI transferred all of its debt and
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equity interests in TKPL to the Company's newly formed subsidiary, Southeast,
which became the managing general partner of TKPL. The assets acquired in the
Merger consist of buildings which are primarily located in Koger Office Centers
wherein the Company already owned buildings. The Company intends to hold these
buildings for rent as office space and manage them in the same manner as the
buildings which it currently owns. The Company through its subsidiary,
Southeast, intends to continue the management of the properties owned by TKPL.
Also in connection with the Merger, the Company will succeed to the management
of 24 buildings owned by third parties which buildings were heretofore managed
by KPI.
With the Merger the Company now owns 219 office buildings containing
approximately 7.9 million net rentable square feet in 21 office centers located
in 16 suburban metropolitan areas. For further information in regard to the
description of the properties acquired by the Company in the Merger, reference
is made to the Company's Proxy Statement dated June 30, 1993, which was used in
connection with soliciting shareholder approval of the Merger at their annual
meeting held on August 11, 1993, which Proxy Statement was filed with the
Securities and Exchange Commission. (Securities Exchange Act File No. 1-9997).
Item 7. Financial Statements and Exhibits.
Listed below are the financial statements, proforma financial
information and exhibits, if any, filed as part of this report.
(a) Financial Statements of the Business Acquired.
(1) Not Applicable.
(2) Not Applicable.
(3) It is impracticable to provide the required financial
statements for the real estate assets acquired at the time this report on Form
8-K is due to be filed, the financial statements will be filed as they become
available, it is contemplated that the financial statements will be filed as
soon as possible but no later than 60 days after this report on Form 8-K is due
to be filed and when such financial statements become available, this Form 8-K
report will be amended on a Form 8-K/A report as soon as practicable to reflect
the financial statements which will be no later than 60 days after the report
on this Form 8-K is due.
(b) Proforma Financial Information.
(1) It is impracticable to provide the required proforma
financial information relative to the acquisition of the real estate assets
acquired at the time this report on Form 8-K is due to be filed. The proforma
financial information relative to the acquisition of the real estate assets
will be filed as it becomes available. It is
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contemplated that this proforma financial information will be filed as soon as
possible but no later than 60 days after this report on Form 8-K is due to be
filed and when such proforma financial information becomes available, this Form
8-K report will be amended on a Form 8-K/A report as soon as practicable to
reflect the proforma financial information relative to the acquisition of the
real estate assets which will be no later than 60 days after the report on this
Form 8-K is due.
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(c) Exhibits
Exhibit Number Description of Exhibit
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28(a) Koger Equity, Inc. Definitive Proxy Material dated June 30, 1993, used in connection with
its annual meeting of shareholders held August 11, 1993, filed with the Securities and
Exchange Commission, File No. 1-9997 is incorporated herein by reference.
28(b) Koger Equity, Inc. Press Release dated December 22, 1993.
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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.
KOGER EQUITY, INC.
Date: January 3, 1994 Victor A. Hughes
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VICTOR A. HUGHES
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
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EXHIBIT INDEX
The following designed exhibit is filed herewith:
Exhibit
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28(a) Koger Equity, Inc. Definitive Proxy Material dated June 30, 1993, used in connection with its
annual meeting of shareholders held August 11, 1993, filed with the Securities and Exchange
Commission, File No. 1-9997 is incorporated herein by reference.
28(b) Koger Equity, Inc. Press Release dated December 22, 1993.
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Exhibit 28(b)
N E W S
KOGER EQUITY, INC. ANNOUNCES THE MERGER
WITH KOGER PROPERTIES INC.
JACKSONVILLE, FL, December 22, 1993 -- Koger Equity, Inc. (AMEX:KE) announced
that the merger of Koger Properties, Inc. ("KPI") with and into Koger Equity,
Inc. became effective Tuesday, December 21, 1993.
In the merger, KE acquired 93 completed office buildings located in 20 Koger
Centers. In addition, KE acquired KPI's remaining debt and equity interests in
The Koger Partnership, Ltd., approximately 296 acres of unimproved land
suitable for development generally located adjacent to Koger Centers, and
1,781,419 shares of KE common stock. Under the terms of the merger, KE assumed
approximately $177 million of indebtedness of KPI secured by mortgages on the
acquired buildings. Furthermore, KE will issue approximately 6.2 million
additional shares of its common stock to the unsecured creditors and debt
security holders of KPI, and 644,000 warrants to purchase KE common stock to
the shareholders and certain other creditors of KPI.
The warrants issuable in connection with the merger will commence trading on a
"when issued" basis today. The shares of Koger Equity will continue to trade
on the American Stock Exchange under the symbol "KE" and the KE warrants will
trade on the American Stock Exchange under the symbol "KE.WS.WI." State Street
Bank and Trust Company will serve as the disbursing agent for the shares and
warrants issuable in connection with the merger.
With the merger, Koger Equity now owns 219 office buildings containing
approximately 7.9 million net rentable square feet, located in 16 markets in
the Southeast and Southwest.
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