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) May 25, 1995
KOGER EQUITY, INC.
(Exact name of registrant as specified in its charter)
Florida 1-9997 59-2898045
(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)
<PAGE>
Item 5. Other Events.
On May 24, 1995, The Koger Partnership, Ltd. (the "Partnership") of which
Southeast Properties Holding Corporation, Inc., a subsidiary of Koger Equity,
Inc. is the Managing General Partner, entered into an agreement for the sale of
all the properties of the Partnership, consisting of 92 buildings and related
land located in seven Koger Office Centers, to an investment entity for which
J.P. Morgan Investment Management Inc. ("Morgan") acts as investment manager,
for a cash purchase price of $154 million. The sale is subject to various
conditions, including receipt by the Partnership of a fairness opinion from a
qualified valuation firm and the right of Morgan to terminate during its
diligence period and until the closing which is scheduled for late July. If the
Partnership refuses to sell to Morgan or fails to obtain a fairness opinion from
a qualified valuation firm, then the Partnership will be liable for the
allocable out-of-pocket expenses incurred by Morgan, not to exceed $1,000,000,
and in the event of such refusal, Morgan will also have the right to seek
specific performance of the contract. If as a result of the duties of the
General Partner to the Partnership, the Partnership's properties are sold to a
party other than Morgan, then Morgan will receive a fee of 10% of the difference
between the new selling price and $154 million, however, the fee shall not be
less than $2.5 million nor more than $5 million.
Conditional on completion of the Partnership's sale, Koger Equity, Inc. has
agreed to sell to Morgan three office buildings and land within or contiguous to
the Partnership's office centers which were, under the Partnership's Bankruptcy
Plan, subject to purchase options. The purchase options were designed to permit
the Partnership to deliver title to those properties to a buyer of the
Partnership's office centers. The purchase price for the Koger Equity properties
will be $28.2 million, which approximates their book value. Indebtedness of
approximately $21 million on the three buildings will be discharged. If Koger
Equity willfully refuses to sell to Morgan, Koger Equity will be liable for
Morgan's allocable out-of-pocket expenses up to $1,000,000 and Morgan will have
the rights to such specific performance. In addition, a corporation related to
Koger Equity will enter into an agreement with Morgan to manage the properties
being sold.
<PAGE>
The net proceeds from the sale of the Partnership's properties will be
sufficient to repay in full all its outstanding debt except for the subordinated
debt held by Southeast and other subordinated claims. The outstanding debt of
the Partnership to be repaid includes $31.0 million of debt which Koger Equity
acquired or committed to acquire from other creditors for $17.1 million.
However, Southeast will be repaid only an estimated $14.2 million of the $37.2
million of subordinated debt owed to it and restructured under the Partnership's
Bankruptcy Plan. Koger Equity had previously assigned no value to this
subordinated debt in its consolidated financial statements. Koger Equity does
not expect further payments or distributions from the Partnership on its 32.4%
equity interest in the Partnership. Morgan would also be entitled to its
allocable out-of-pocket expenses up to $1,000,000.
It is contemplated the transaction will close around July 28, 1995.
<PAGE>
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description of Exhibit
99 Koger Equity, Inc. Press Release
dated May 25, 1995
<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: May 25, 1995 By:
Victor A. Hughes, Jr.
Title: Senior Vice President
and Chief Financial
Officer
<PAGE>
EXHIBIT INDEX
The following designated exhibits are filed herewith:
Exhibit
99 Koger Equity, Inc. Press Release
dated May 25, 1995
<PAGE>
NEWS
KOGER EQUITY, INC. ANNOUNCES
AGREEMENT OF SALE OF PROPERTIES OF
THE KOGER PARTNERSHIP, LTD.
JACKSONVILLE, FLORIDA, May 25, 1995 -- Koger Equity, Inc. (AMEX:KE)
announced today that The Koger Partnership, Ltd., for which Southeast Properties
Holding Corporation, Inc. ("Southeast"), a wholly owned subsidiary of Koger
Equity, acts as general partner, has entered into an agreement for the sale of
all the properties of the Partnership, consisting of 92 buildings and related
land located in seven Koger Office Centers, to an investment entity for which
J.P. Morgan Investment Management, Inc. ("Morgan") acts as investment manager,
for a cash purchase price of $154 million. The sale is subject to various
conditions, including receipt by the Partnership of a fairness opinion from a
qualified valuation firm and the right of Morgan to terminate during its
diligence period and until the closing which is scheduled for late July.
Conditional on completion of the Partnership's sale, Koger Equity, Inc. has
agreed to sell to Morgan three office buildings and land within or contiguous to
the Partnership's office centers which were, under the Partnership's Bankruptcy
Plan, subject to purchase options. The purchase options were designed to permit
the Partnership to deliver title to those properties to a buyer of the
Partnership's office centers. The purchase price for the Koger Equity properties
will be $28.2 million, which approximates their book value. Indebtedness of
approximately $21 million on the three buildings will be discharged. In
addition, a corporation related to Koger Equity will enter into an agreement
with Morgan to manage the properties being sold.
The net proceeds from the sale of the Partnership's properties will be
sufficient to repay in full all its outstanding debt except for the subordinated
debt held by Southeast and other subordinated claims. The outstanding debt of
the Partnership to be repaid includes $31.0 million of debt which Koger Equity
acquired or committed to acquire from other creditors for $17.1 million.
However, Southeast will be repaid only an estimated $14.2 million of the $37.2
million of subordinated debt owed to it and restructured under the Partnership's
Bankruptcy Plan. Koger Equity had previously assigned no value to this
subordinated debt in its consolidated financial statements. Koger Equity does
not expect further payments or distributions from the Partnership on its 32.4%
equity interest in the Partnership.
Koger Equity, Inc. 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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