UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
KOGER EQUITY, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
500228101
(CUSIP Number)
John F. Hartigan, Esq.
Morgan, Lewis & Bockius LLP
801 South Grand Avenue
Los Angeles, CA 90017
(213) 612-2500
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 15, 1996
(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 |_|.
Check the following box if a fee is being paid with the statement |_|. (A fee
is not required only if the reporting person (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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.
*The 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 ("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 1 of 7 Pages
395983.2
<PAGE>
- ------------------------- ----------------------
CUSIP No. 500228101 SCHEDULE 13D Page 2 of 7 Pages
- ------------------------- ----------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apollo Real Estate Investment Fund II, L.P.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 582,956 shares, plus 1,130,642 shares as to which
BENEFICIALLY the Reporting Person has an option to acquire
OWNED BY ------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON WITH ------------------------------------------------------
9 SOLE DISPOSITVE POWER
582,956 shares, plus 1,130,642 shares as to which
the Reporting Person has an option to acquire
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,713,598
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.59%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
395983.2
<PAGE>
- ------------------------- ----------------------
CUSIP No. 500228101 SCHEDULE 13D Page 3 of 7 Pages
- ------------------------- ----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apollo Real Estate Advisors II, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 582,956 shares, plus 1,130,642 shares as to which the
SHARES Reporting Person has an option to acquire
BENEFICIALLY -----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING -----------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
582,956 shares, plus 1,130,642 shares as to which
the Reporting Person has an option to acquire
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,713,598
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.59%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
395983.2
<PAGE>
This Amendment No. 1 amends and supplements the Schedule 13D, dated
June 25, 1996, by Apollo Real Estate Investment Fund II, L.P., a Delaware
limited partnership ("AREIF II"), and Apollo Real Estate Advisors II, L.P., a
Delaware limited partnership ("AREA II"). AREIF II and AREA II are sometimes
collectively referred to herein as the "Reporting Persons."
Item 3. Source and Amount of Funds or Other Consideration.
The first paragraph of Item 3 is hereby amended and restated in its
entirety by the following:
As of the date hereof, the Reporting Persons are deemed to
beneficially own 1,713,598 shares of Common Stock. Of that amount,
AREIF II owns 582,956 shares of Common Stock and has options to
purchase a total of 1,130,642 additional shares of Common Stock. The
source of all funds used to acquire beneficial ownership of such
shares of Common Stock was investment funds from working capital of
AREIF II. None of the funds used to acquire beneficial ownership were
borrowed funds or otherwise obtained for the purpose of acquiring
Common Stock. AREA II, managing general partner of AREIF II, is deemed
to beneficially own the shares of Common Stock beneficially owned by
AREIF II. The shares of Common Stock beneficially owned by the
Reporting Persons were acquired as described below.
The following is inserted at the end of Item 3:
Pursuant to the terms of each of the TCW Option Agreement and
the Tyndall Option Agreement, ARIEF II extended the expiration of the
irrevocable option to purchase granted in each such agreement.
Between July 17, 1996 and the date hereof, AREIF II purchased
in the open market an additional 241,000 shares of Common Stock for an
aggregate consideration, including brokerage commissions, of
approximately $3,533,834.
Page 4 of 7 Pages
395983.2
<PAGE>
Item 5. Interest in Securities of the Issuer.
Paragraphs (a) and (b) of Item 5 are hereby amended and restated in
their entirety by the following:
(a) and (b) As of the date hereof, the Reporting Persons are
deemed to beneficially own an aggregate of 1,713,598 shares of the
Common Stock, which constitutes approximately 9.59% of the Common
Stock outstanding.*
AREIF II owns 582,956 shares of Common Stock, as to which it
has sole voting and dispositive power. AREA II, general partner of
AREIF II, is deemed to beneficially own such 582,956 shares of Common
Stock and have sole voting and dispositive power.
By the terms of the TCW Option Agreement and the Tyndall
Option Agreement (each of which is attached as an exhibit to the
initial Schedule 13D and incorporated herein by reference), AREIF II
has the right to acquire another 1,130,642 shares of Common Stock.
Item 5(c) is hereby amended to include the following:
Schedule I attached hereto sets forth a list of each
transaction in Common Stock that was effected by the Reporting Persons
since the most recent filing on Schedule 13D by the Reporting Persons.
- --------
* All calculations of percentages of beneficial ownership in
this Schedule 13D are based on there being 17,873,866 shares
of Common Stock outstanding, as of August 1, 1996, as
disclosed in the Company's Quarterly Report on Form 10-Q for
the period ended June 30, 1996.
Page 5 of 7 Pages
395983.2
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: August 20, 1996
APOLLO REAL ESTATE INVESTMENT FUND II, L.P.
By: Apollo Real Estate Advisors II, L.P.
General Partner
By: Apollo Real Estate Capital Advisors II, Inc.
General Partner
By: /s/ Michael D. Weiner
Name: Michael D. Weiner
Title: Vice President,
Apollo Real Estate Capital
Advisors II, Inc.
APOLLO REAL ESTATE ADVISORS II, L.P.
By: Apollo Real Estate Capital Advisors II, Inc.
General Partner
By: /s/ Michael D. Weiner
Name: Michael D. Weiner
Title: Vice President,
Apollo Real Estate Capital
Advisors II, Inc.
Page 6 of 7 Pages
395983.2
<PAGE>
SCHEDULE I
The following tables set forth all transactions in Common Stock effected by the
Reporting Persons since the most recent filing on Schedule 13D by the Reporting
Persons.
<TABLE>
<CAPTION>
Type of Number
Transaction* Trade Date Share Price of Shares Location
<S> <C> <C> <C> <C> <C>
P 7/15/96 13.125 17,300 Exchange
P 7/16/96 13.125 10,500 Exchange
P 7/17/96 13.125 4,700 Exchange
P 8/12/96 14.384 34,400 Exchange
P 8/13/96 15.000 80,300 Exchange
P 8/14/96 14.875 5,700 Exchange
P 8/15/96 14.853 50,000 Exchange
P 8/16/96 14.75 1,600 Exchange
P 8/19/96 14.75 3,800 Exchange
P 8/20/96 14.875 32,700 Exchange
* "P" indicates a purchase of Units, "S" indicates a sale of Units.
</TABLE>
Page 7 of 7 Pages
395983.2
