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) August 1, 1995
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)
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Item 5. Other Events.
As of August 1, 1995, The Koger Partnership, Ltd. (the "Partnership")
of which Southeast Properties Holding Corporation, Inc. ("Southeast"), a wholly
owned subsidiary of Koger Equity, Inc. (the "Company"), is the managing general
partner, closed the sale of 90 of its 92 buildings and related land to entities
which are wholly owned by a co-mingled pension trust for which Morgan Guaranty
Trust Company of New York is the trustee (the "Purchaser") and whose investment
manager is J.P. Morgan Investment Management Inc., for an aggregate gross sales
price of approximately $152.5 million. This sale was pursuant to an agreement
between the Purchaser and the Partnership previously announced on May 25, 1995
and the subject of an Item 5 Form 8-K Report dated May 25, 1995 of the Company
(File No. 1-9997). Following the sale, the Partnership continues to hold two
properties which are under contract to be sold to the Purchaser upon the
satisfaction of certain property-related conditions for an aggregate purchase
price of $1.5 million. It is expected the Partnership will be able to meet such
conditions.
Simultaneously with the sale by the Partnership of its properties, the
Company sold to the Purchaser three buildings and part of the related land
located in or contiguous to office centers substantially owned by the
Partnership for an aggregate gross purchase price of $25,260,000. Indebtedness
of approximately $21 million on the three buildings was discharged. The
Purchaser continues to hold an option to purchase two additional parcels of land
in Miami, Florida, from the Company.
The Company or Southeast will receive approximately $45.3 million of
the proceeds received by the Partnership upon the sale of its buildings
(assuming the sale to the Purchaser of the two remaining buildings held by the
Partnership is completed) in partial payment of an aggregate indebtedness owed
by the Partnership to the Company of approximately $68.3 million.
The Company expects to reduce debt during the current quarter by
approximately $60 million, to $260 million, including the approximately $21
million debt reduction referred to above and the application of existing funds.
The Company's debt to book capitalization ratio will improve from 53% to 48%. In
connection with the above sales, a Company related entity has entered into a
five-year management agreement to manage the properties purchased by the
Purchaser.
As these sales will substantially liquidate the assets of the
Partnership, Southeast will receive no additional payments with respect to
remaining debt owed it by the Partnership. Neither will Southeast as holder of
32.4% equity interest in the Partnership receive any future payments or
distributions with respect to such equity interest.
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The Partnership's sale of its properties and its termination for tax
purposes will be a taxable event to its partners including Southeast, the
precise effect of which has not been determined at this time.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description of Exhibit
20 Koger Equity, Inc. Press Release
dated August 1, 1995
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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: August 1, 1995 By:W. LAWRENCE JENKINS
W. Lawrence Jenkins
Title: Vice President and
Corporate Secretary
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EXHIBIT INDEX
The following designated exhibits are filed herewith:
Exhibit
20 Koger Equity, Inc. Press Release
dated August 1, 1995
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EXHIBIT 20
KOGER EQUITY, INC. ANNOUNCES
SALE OF ASSETS BY THE KOGER PARTNERSHIP, LTD.
AND SUBSTANTIAL REDUCTION OF KOGER EQUITY DEBT
JACKSONVILLE, FLORIDA, August 1, 1995 -- Koger Equity, Inc. (AMEX:KE) announced
today the closing of the sale by The Koger Partnership, Ltd. (the "Partnership")
of 90 office buildings and related land to entities which are wholly owned by a
co-mingled pension trust fund for which Morgan Guaranty Trust Company of New
York is the trustee and to which J. P. Morgan Investment Management Inc. is an
advisor (the "Purchaser") for an aggregate gross cash sales price of
approximately $152.5 million. This sale was pursuant to an agreement between the
Purchaser and the Partnership previously announced on May 25, 1995. Following
the sale, the Partnership continues to hold two properties which are under
contract to be sold to the Purchaser upon the satisfaction of certain
property-related conditions for an aggregate purchase price of $1.5 million. It
is expected the Partnership will be able to meet such conditions.
Simultaneously with the sale by the Partnership of its properties, Koger Equity
sold to the Purchaser three buildings and part of the related land located in or
contiguous to office centers substantially owned by the Partnership for an
aggregate gross purchase price of $25,260,000. Indebtedness of approximately $21
million on the three buildings was discharged. The Purchaser continues to hold
an option to purchase two additional parcels of land in Miami, Florida, from
Koger Equity.
Koger Equity (or its wholly-owned subsidiary, Southeast Properties Holding
Corporation, Inc., which is the managing general partner of the Partnership)
will receive approximately $45.3 million of the proceeds received by the
Partnership upon the sale of its buildings (assuming the sale to the Purchaser
of the two remaining buildings held by the Partnership is completed) in partial
payment of an aggregate indebtedness owed by the Partnership to Koger Equity of
approximately $68.3 million. As these sales will substantially liquidate the
assets of the Partnership, it is expected that Koger Equity will thereafter
receive no additional material payments with respect to the remaining debt owed
it by the Partnership.
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Koger Equity expects to reduce debt during the current quarter by approximately
$60 million, to $260 million, including the approximately $21 million debt
reduction referred to above and the application of existing funds. The Company's
debt to book capitalization ratio will improve from 53% to 48%. In connection
with the above sales, a Koger Equity related entity has entered into a five-year
management agreement to manage the properties purchased by the Purchaser.
Following the sale, Koger Equity continues to own 216 office buildings
containing approximately 7.7 million net rentable square feet, located in 13
markets in the Southeast and Southwest.
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