As filed with the Securities and Exchange Commission on
February 3,1997
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KOGER EQUITY, INC.
(Exact name of issuer as specified in its charter)
FLORIDA 59-2898045
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3986 BOULEVARD CENTER DRIVE, JACKSONVILLE, FLORIDA 32207
(904) 398-3403
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
VICTOR A. HUGHES, JR. W. LAWRENCE JENKINS
Chairman of the Board and Vice President/Administration
Chief Executive Officer and Corporate Secretary
3986 Boulevard Center Drive 3986 Boulevard Center Drive
Jacksonville, Florida 32207 Jacksonville, Florida 32207
904/398-3403 904/398-3403
(Name, address and telephone number, including area code of agents for service)
Copies to:
HAROLD F. McCart, Jr., ESQUIRE
Boling & McCart
(a professional association)
Suite 700, 76 South Laura Street
Jacksonville, Florida 32202
---------------------
Approximate dates of commencement of proposed sale to public:
As soon as practicable after the effective date of this
Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
-------------------------------
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
- - - --------------------------------------------------------------------------------
Common
Stock, Par
Value $.01 500,000 $18.00 $9,000,000.0 $2,727.00*
Per Share
- - - --------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee. Based on the closing price of the
Common Stock reported for January 29, 1997 by the American Stock
Exchange.
<PAGE>
PROSPECTUS
- - - ----------
500,000 Shares
of
KOGER EQUITY, INC.
Common Stock
Dividend Reinvestment Plan
The Dividend Reinvestment Plan (the "Plan") of Koger Equity, Inc. (the
"Company") provides holders of shares of the Company's Common Stock, par value,
$.01 per share, (the "Common Stock") with a simple and convenient method of
purchasing additional shares of the Common Stock without payment of any
brokerage commission or service charge. Owners of shares of Common Stock, either
of record and/or in the Company's Plan account, may participate in the Plan.
Participants in the Plan may have all or a part of their cash dividends
on their shares of the Company's Common Stock automatically reinvested.
The price of shares of Common Stock purchased pursuant to the Plan will
be the price paid by the Plan Administrator in the open market or in negotiated
transactions or based on the market price when shares are purchased from the
Company.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
NEITHER THE ATTORNEY GENERAL OF THE STATE OF NEW YORK NOR THE ATTORNEY GENERAL
OF THE STATE OF NEW JERSEY NOR THE BUREAU OF SECURITIES OF THE STATE OF NEW
JERSEY HAS PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
This Prospectus relates to 500,000 shares of Common Stock of the Company
registered for purchase under the Plan. These shares have been listed, or
approved for listing, when issued, for trading on the American Stock Exchange.
It is suggested that this Prospectus be retained for future reference.
The date of this Prospectus is February 3, 1997.
<PAGE>
AVAILABLE INFORMATION
Koger Equity, Inc. (the "Company") has filed with the Securities and
Exchange Commission (the "Commission"), Washington, D.C. 20549, a Registration
Statement on Form S-3 (herein together with all amendments and exhibits referred
to as the "Registration Statement") under the Securities Act of 1933, as
amended, with respect to the Shares to which this Prospectus relates. As
permitted by the rules and regulations of the Commission, this Prospectus does
not contain all of the information set forth in the Registration Statement. For
further information with respect to the Company and the Shares to which this
Prospectus relates, reference is made to the Registration Statement, including
the exhibits thereto, which may be obtained from the Commission's principal
office in Washington, D.C., upon payment of the fees prescribed by the
Commission. Statements contained in this Prospectus as to the contents of any
contract or other document referred to herein are not necessarily complete and
in each instance reference is made to the copy of such contract or document
filed as an exhibit to the Registration Statement filed with the Commission,
each statement being qualified in all respects by such reference.
The Company is subject to the information reporting requirements of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act"), and in
accordance therewith files reports and other information with the Commission.
Reports, proxy and information statements and other information filed by the
Company with the Commission can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices in New York at 75 Park
Place, New York, New York 10007 and Chicago at Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661, and copies of such
material can be obtained at prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding the Company that it has filed
electronically with the Commission. The address of the Web site is
http://www.sec.gov. The Shares of Common Stock are listed on the American Stock
Exchange, and in connection therewith the Company files reports with the
American Stock Exchange, which reports, along with other information concerning
the Company, are available for inspection at 86 Trinity Place, New York, New
York 10006-1881.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Securities and
Exchange Commission under the Commission File No. 1-9997, are incorporated
herein by reference as of their respective dates:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, filed pursuant to Section 13 of the
Exchange Act;
(2) The Company's definitive proxy statement, dated March 18, 1996,
filed pursuant to Section 14 of the Exchange Act relating to its
Annual Meeting of Shareholders held on May 7, 1996;
(3) The Company's Quarterly Reports on Form 10-Q for the periods
ended March 31, 1996, June 30, 1996, and September 30, 1996,
filed pursuant to Section 13 of the Exchange Act;
<PAGE>
(4) Current Report on Form 8-K, dated August 16, 1996;
(5) Current Report on Form 8-K, dated August 22, 1996, as amended by
Current Report on Form 8-K/A, dated August 22, 1996; and
(6) Description of the shares of Common Stock contained in the
Company's registration statement filed pursuant to Section 12(b)
of the Exchange Act on Form 8-A dated July 12, 1988, and any
amendment thereto or reports filed for the purpose of updating
such description.
(7) Description of Common Stock Rights contained in the Company's
registration statement filed on Form 8-A, dated September 30,
1990, as amended on Form 8- A/A, dated December 21, 1993 and on
Form 8-A/A, dated November 7, 1996.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment indicating that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that such a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement as modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the information incorporated by
reference in the Prospectus (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into the documents that this
Prospectus incorporates). Requests for such copies should be directed to W.
Lawrence Jenkins, Vice President/Administration and Corporate Secretary, Koger
Equity, Inc., 3986 Boulevard Center Drive, Jacksonville, Florida 32207,
telephone number (904) 398-3403.
THE COMPANY
The Company is a self-administered and self-managed equity real estate
investment trust (a "REIT") which develops, owns, operates and manages suburban
office centers in the southeastern and southwestern United States. The Company's
objectives are to create recurring revenues from the rental of its developed
properties. As of December 31, 1996, the Company's portfolio consisted of 215
office buildings (each an "Office Building") in 17 office centers (each a "Koger
Center") located in 13 metropolitan areas throughout the Southeast and
Southwest. The Office Buildings contain approximately 7.7 million net rentable
square feet.
The principal executive offices of the Company are located at 3986
Boulevard Center Drive, Jacksonville, Florida 32207, and its telephone number is
(904) 398-3403.
<PAGE>
DIVIDEND REINVESTMENT PLAN
Description of the Plan
The following is a description of the provisions of the Plan in a
question and answer format and constitutes the terms of the Plan.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide all record owners of shares of
the Company's Common Stock with a simple and convenient way to invest all or a
part of their cash dividends in shares of Common Stock without payment of any
brokerage commission or service charge. The shares of Common Stock will be
purchased by the Plan Administrator, either in the open market or negotiated
transactions or directly from the Company from its authorized but unissued
Common Stock or from shares held as Company treasury stock.
Advantages
2. What are the advantages of the Plan?
The Plan provides shareholders of record with a convenient, systematic
method of purchasing additional shares of the Company's Common Stock.
Participants in the Plan may: (a) purchase shares of Common Stock with
reinvested dividends; (b) have dividends invested in Common Stock without any
charges for brokerage commissions or record keeping; (c) derive full investment
use of funds, as the Plan provides for fractions of shares to be credited to
Participants' accounts; and (d) protect against the loss, theft or destruction
of stock certificates through the Plan's safekeeping feature for both Plan
shares and any certificated shares held by the participant which the Participant
deposits into his plan account. In addition, cumbersome safekeeping requirements
and record keeping costs are eliminated through the free custodial service and
reporting provisions of the Plan.
Administration
3. Who administers the Plan?
First Union National Bank of North Carolina (the "Plan Administrator"),
Charlotte, North Carolina, or such other bank or trust company as the Company
may from time to time designate as Plan Administrator for the participating
shareholders, administers the Plan for Participants, keeps records, sends
Statements of Accounts to Participants and performs other duties relating to the
Plan. The Plan Administrator purchases shares of Common Stock and credits the
shares to the accounts of the individual Participants. Shares of Common Stock
purchased under the Plan will be registered in the name of the Plan
Administrator (or its nominee) and held by the Plan Administrator for each
Participant in the Plan.
<PAGE>
Any questions or correspondence should be directed to:
First Union National Bank of North Carolina
Shareholder Services Group
Dividend Reinvestment Area
Two First Union Center
Charlotte, North Carolina 28288-1153
Telephone Number - (800) 829-8432
Participation
4. Who is eligible to participate?
All record holders of Common Stock may become Participants in the Plan.
A record holder may participate in the Plan with respect to all or any portion
of the shares of the Common Stock registered in his or her name ("Participating
Shares"). To be eligible to participate in the Plan, a beneficial owner whose
shares are held in a name other than his or her own (e.g., in the name of a
broker or bank nominee) must either (i) become a stockholder of record by having
such shares transferred into his or her name, or (ii) make appropriate
arrangements with his or her nominee to participate on behalf of the beneficial
owner. Otherwise, those beneficial owners who are not holders of record of
Participating Shares will not be eligible to participate in the Plan. The
Company reserves the right to refuse to permit a broker, bank nominee or other
record holder to participate in the Plan if the terms of such participation
would, in the Company's judgment, result in excessive cost or burden on the
Company. In addition, the Company may refuse participation in the Plan to
Stockholders residing in states whose securities laws do not exempt offers and
sales pursuant to the Plan from registration.
5. How does an Eligible Shareholder participate?
An Eligible Shareholder may elect to become a participant in the Plan
("Participant") by returning to the Plan Administrator a properly completed
Authorization Card. The completed Authorization Card appoints the Plan
Administrator as agent for the Participant and:
(a) authorizes the Company to pay to the Plan Administrator for the
Participant's account all or a part of the cash dividends
payable on the Common Stock which the Participant has enrolled
in the Plan; and
(b) authorizes the Plan Administrator as agent to retain for credit
to the Participant's account any cash dividends and any shares
of Common Stock distributed as non-cash dividend or otherwise on
the shares of Common Stock purchased pursuant to the Plan ("Plan
Shares") and credited to the Participant's account, and to
distribute to the Participant any other non-cash dividend paid
on such Plan Shares; and
(c) authorizes the Plan Administrator as agent to apply such cash
dividends to the purchase of shares of Common Stock in
accordance with the terms and conditions of the Plan.
6. When may an Eligible Shareholder join the Plan?
An Eligible Shareholder may join the Plan at any time. Once you become
a Participant in the Plan, you will remain a Participant until you discontinue
your participation or until all shares are removed from your Plan Account.
<PAGE>
If an Authorization Card specifying reinvestment of dividends is
received by the Plan Administrator on or before the fifth business day preceding
the record date established for a particular dividend, reinvestment will
commence with that dividend.
Dividend payment dates are anticipated to be in February, May, August
and November each year. The record date is usually set to be approximately
thirty days prior to the date the dividend is payable. Actual dividend record
and payment dates are established by the Company's Board of Directors.
If the Authorization Card is received after the fifth business day
preceding the record date established for a particular dividend, the
reinvestment of dividends may not begin until the dividend payment date
following the next record date, as applicable.
7. What does the Authorization Card provide?
The authorization Card provides for the purchase of additional shares
of Common Stock through the following investment option:
The Dividend Reinvestment feature directs the Plan Administrator to
invest, in accordance with the Plan, your cash dividends on all or a
part of the shares, as you direct, then or subsequently registered in
your name, and on all shares held for your benefit in your Plan
account.
Cash dividends on all of the shares held by the Plan Administrator in
your account under the Plan will be reinvested in accordance with the Plan.
8. How does a Participant specify the amount of dividends to be reinvested in
additional shares and the amount of dividends to be paid in cash?
The Authorization Card provides all Participants with the option of
allocating the dividends earned on their shares of record so that a portion of
the dividends will be applied to the Plan to purchase additional shares and a
portion of the dividends will be paid to the shareholder by check.
9. What dividends will be credited to the Participant's Plan account?
After timely receipt of the properly completed Authorization Card, the
Plan Administrator, as agent for the Participant, will open an account under the
Plan and will credit to such account:
(a) all cash dividends received by the Plan Administrator from the
Company on those shares of Common Stock registered in the
Participant's name and specified by the Participant to be
enrolled in the Plan; (b) all cash dividends received by the
Plan Administrator on any full or fractional Plan Shares
credited to the Participant's account; (c) all full or
fractional Plan Shares purchased for the Participant's account
after making appropriate deduction for the purchase price of
such shares;
<PAGE>
(d) any shares of Common Stock distributed by the Company as a
dividend or otherwise on Plan Shares credited to the
Participant's account; and
(e) any shares of Common Stock transferred by the Participant
pursuant to the Plan.
10. How may a Participant change investment features under the Plan?
As a Participant, you may change your participation in the dividend
reinvestment feature at any time by completing a new Authorization Card and
returning it to the Plan Administrator.
Costs
11. Are there any expenses to Participants in connection with purchases under
the Plan?
Participants will incur no brokerage commissions or service charges for
the purchases made under the Plan. All costs of administration of the Plan will
be paid by the Company.
If a shareholder's shares are registered in the name of a nominee or
broker, such nominee or broker may charge a commission or fee in connection with
the purchases under the Plan. Any such commissions or fees will be the
responsibility of such shareholder.
If a Participant requests that the Plan Administrator sell shares
credited to his or her account under the Plan (as described in Question 18
below), the Participant will pay brokerage commissions and transfer taxes in
connection with such sale.
Purchases
12. How many shares of Common Stock will be purchased for Participants?
The number of shares to be purchased cannot be specified by the
Participant since it depends on the amount of your dividends and the purchase
price of the Common Stock. Your account will be credited with that number of
shares, including fractions computed to three decimal places, equal to the total
dividend to be invested divided by the purchase price per share.
13. When and at what price will shares of Common Stock be purchased under the
Plan?
Cash dividends credited to a Participant's account will be commingled
with the cash dividends credited to all accounts under the Plan.
In the case of purchases in the open market or in negotiated
transactions, the price at which the Plan Administrator shall be deemed to have
acquired shares for the Participant's account shall be the average market price
of all shares purchased by it as agent for all Participants with the proceeds of
a single cash dividend.
In the case of purchases from the Company, the price shall be the
closing price of the Common Stock as reported on the American Stock Exchange on
the date of purchase.
If shares are purchased in the open market and from the Company, the
shares will be deemed to have been acquired at the average price of all shares
purchased by the Plan Administrator.
<PAGE>
A Participant's account will be credited with fractional shares
computed to three decimal places. All dividends will be held pending investment
in a non-interest bearing account maintained by the Plan Administrator.
Purchases of shares from the Company will be made by the Agent for a
participant's account effective as of the close of business on the applicable
dividend payment date. Purchases of Shares in the open market will be made by
the Agent on or as soon as is reasonably practicable (and in no event later than
30 days) after the applicable dividend payment date, subject to all applicable
federal securities laws and regulations and stock exchange rules and
regulations. All open market purchases shall be made on such terms as to price,
delivery or otherwise as the Agent may reasonably determine, and may be made
through a brokerage firm affiliated with the Agent. Dividend and voting rights
will commence with respect to Plan Shares upon settlement of the Agent's
purchases under the Plan.
The Company has directed First Union to process all purchases and sales
for the Plan through First Union Brokerage Services, Inc. First Union Brokerage
Services, Inc. has agreed to process all purchases and sales of stock for the
Plan on a non profit basis and will charge fees only to the extent necessary to
cover its cost in effecting the trade. In addition, no minimum fee will be
applied to any transaction.
If the Company elects to sell shares to the Plan Administrator, it must
notify the Plan Administrator of its election to sell at least ten days prior to
the investment date.
Since purchase prices for the Common Stock are established on the dates
of purchase, a shareholder loses any advantages otherwise available from being
able to select the timing of investments. Shareholders should recognize that
neither the Company nor the Plan Administrator can assure a profit or protect
against a loss on shares of Common Stock purchased under the Plan. Neither the
Company nor the Agent will have any liability to participants in connection with
the timing of purchases, the price at which Shares are purchased or the failure
to make purchases at any time because of applicable legal restrictions.
Reports to Participants
14. What kind of reports will be sent to Participants in the Plan?
As soon as practicable after each purchase, a Participant will receive
a Statement of Account from First Union which shall include information
concerning the effective purchase price and the number of shares acquired. These
statements are a cumulative record of the shares purchased under the Plan and
the last statement in each calendar year should be retained for tax purposes. In
addition, each Participant will receive copies of the Company's annual and
quarterly reports to shareholders, proxy statements and dividend income
information for tax reporting purposes.
Dividends
15. Will Participants be credited with dividends on shares held in their
accounts under the Plan?
<PAGE>
Yes. As the record holder for the shares held in Participants' accounts
under the Plan, the Plan Administrator will receive dividends for all such
shares held on the dividend record dates, will credit such dividends to
Participants' accounts on the basis of full and fractional shares held in these
accounts, and will automatically reinvest such dividends in additional shares of
Common Stock.
Certificates for Shares
16. Will certificates be issued for shares of Common Stock purchased under the
Plan?
Unless requested, the Company will not issue to Participants
certificates for shares of Common Stock purchased under the Plan. Your shares
will be held in the name of the Plan Administrator or its nominee. The number of
shares purchased for your account under the Plan will be shown on your Statement
of Account. This feature protects against loss, theft or destruction of stock
certificates.
Certificates for any number of whole shares credited to your account
under the Plan will be issued to you upon your written request. If you are
reinvesting cash dividends with respect to the shares registered in your name,
cash dividends with respect to shares withdrawn from your account will continue
to be reinvested unless you thereafter submit a signed written request canceling
or changing your dividend reinvestment participation. Dividends on any full or
fractional share remaining in your account will also continue to be reinvested.
The Company and Plan Administrator, at their discretion, may terminate
any account which contains only a fraction of a share by paying the account
holder the dollar value of such fractional share. Certificates for fractions of
shares will not be issued.
Accounts under the Plan will be maintained in the names in which
certificates of the Participants were registered at the time the Participants
entered the Plan. Should you want your shares reregistered or issued in a
different name or should you want to change the name in which your account is
maintained you must so indicate in a written request and comply with any
applicable transfer requirements.
Withdrawal of Shares in Plan Accounts.
17. How may a Participant withdraw shares purchased under the Plan?
You may withdraw all or a portion of the shares from your Plan account
by notifying the Plan Administrator in writing to that effect and specifying in
the notice the number of whole shares to be withdrawn. Certificates for the
whole shares of Common Stock so withdrawn will be issued to you. In no case will
certificates for fractional shares be issued. If you are reinvesting dividends
on shares registered in your name, dividends with respect to shares withdrawn
from your account will continue to be reinvested unless you thereafter submit a
signed written request canceling your participation in the dividend reinvestment
feature of the Plan.
18. How may a Participant sell, pledge or assign shares held in the Plan?
<PAGE>
A Participant who desires to sell shares of Common Stock in a Plan
account must request that certificates for such shares be issued in the
Participant's name or, as an alternative, may request in writing, signed by all
persons whose names appear on that account, the Plan Administrator to sell whole
shares credited to his or her account under the Plan. If a Participant requests
that the Plan Administrator sell shares credited to his or her Plan account, the
Plan Administrator will use its best efforts to make the sale in the open market
within ten (10) trading days after receipt of the written request. The
Participant will receive the proceeds of the sale minus any brokerage
commissions and transfer taxes. No Participant has the authority or power to
direct the date or sale price at which the Common Stock may be sold by the Plan
Administrator under this alternative.
Any written instructions that do not clearly indicate the whole number
of shares to be sold, or that "all" Plan shares are to be sold, will be returned
to the Participant with no action taken.
A Participant who wishes to sell some or all of his or her shares in
the Plan should be aware of the risk that the price of the Common Stock may
decrease between the time that the Participant determines to sell shares in the
Plan and the time that the sale is completed. This risk is borne solely by the
Participant. No check for the proceeds of such sales will be mailed prior to the
settlement of funds from the brokerage firm through which shares in the Plan are
sold. Settlement is normally three business days after the sale of the shares.
All information relating to the sale of shares in the Plan will be
reported to the Internal Revenue Service pursuant to applicable legal
requirements.
A Participant may not pledge or assign shares credited to a Plan
account. Any such purported pledge or assignment will be void. If a Participant
wants to pledge or assign such shares, the Participant must request that a
certificate for such shares be issued in the Participant's name.
19. May a Participant deliver certificates representing shares of Common Stock
in his or her possession to the Plan Administrator for safekeeping in his or her
account maintained as part of the Plan?
Yes. Interested Participants should request the necessary forms from
the Plan Administrator.
20. What happens to the fraction of a share when a Participant withdraws all
shares from the Plan?
If a Participant's account contains a fractional share for which
withdrawal is requested, the Plan Administrator will make a cash payment based
on the sale price of the Common Stock on the date the fractional share is sold
by the Plan Administrator.
21. What happens to a Participant's Plan account if shares of Common Stock in
the Participant's own name are transferred or sold?
<PAGE>
If you dispose of all shares of Common Stock registered in your own
name, the Plan Administrator will continue to reinvest the dividends on the
shares held in your Plan account until you notify the Plan Administrator that
you wish to withdraw such shares from your account.
Discontinuance of Dividend Reinvestment
22. How does a Participant discontinue the reinvestment of dividends under the
Plan?
A Participant may discontinue participation under the Plan as to any or
all of his or her Plan Shares by notifying the Plan Administrator in writing. A
request to terminate participation in the Plan must be received by the Plan
Administrator at least five business days prior to the next upcoming record date
prior to a dividend payment date, in which case, all dividends thereafter will
be paid in cash to the Participant. If the request to terminate participation in
the Plan is received on or after such date, any cash dividend paid on the
dividend payment date following such record date will be reinvested and credited
to the Participant's account in accordance with the Participant's previous
instructions under the Plan. The request to terminate will then be processed as
promptly as possible following such dividend payment date and, thereafter, all
dividends will be paid in cash to the Participant.
If a Participant discontinues participation in the Plan as to all of
his or her shares and less than five shares remain in such Participant's
account, the Company shall have the right, but shall not be obligated, to issue
certificates for such shares and liquidate any fractional interest in accordance
with provisions of the Plan.
Other Information
23. What happens if the Company declares a stock split, issues a stock dividend
or has a Common Stock rights offering?
Any shares resulting from stock splits or stock dividends with respect
to shares of Common Stock, both full and fractional, credited to Participants'
Plan accounts, will be added to their accounts. Participation in any rights
offering will be based upon both the shares of Common Stock registered in
Participant's names and the shares (including fractional shares) credited to
Participants' Plan accounts. Other securities and rights to subscribe received
in respect of the shares held in the accounts of Participants will be sold by
the Administrator and the proceeds distributed to the Participants.
24. How will a Participant's Plan shares be voted at a meeting of shareholders?
All shares of Common Stock credited to your account under the Plan will
be voted as you direct. If on the record date for a meeting of shareholders
there are shares credited to your account under the Plan, you will be sent the
proxy materials for such meeting. Shares held of record and shares held in your
Plan account will be combined in a single proxy and all shares will be voted.
You may then return the executed proxy to the proxy tabulating agent, in which
event all of such shares will be voted as indicated. If you do not return an
executed proxy, none of the shares will be voted.
25. What are the Federal income tax consequences of participation in the Plan?
<PAGE>
Under the current provisions of the Internal Revenue Code, of 1986, as
amended (the "Code"), the purchase of shares of Common Stock under the Plan will
generally result in the following federal income tax consequences:
(a) A dividend on shares of Common Stock will be treated for federal
income tax purposes as a dividend received by the shareholder
notwithstanding that it is used to purchase additional Common
Stock pursuant to the Plan. The full amount of cash dividends
reinvested under the Plan represents dividend income to
participating shareholders. In addition, the amount of any
brokerage commissions, mark-ups or other fees or expenses
incurred by the Company on behalf of a participating shareholder
in connection with purchases on the open market, will also
constitute a dividend to such shareholder for federal income tax
purposes.
(b) Dividends paid to corporate shareholders, including amounts
taxable as dividends to corporate shareholders under (a) above,
will not be eligible for the corporate dividends-received
deduction under the Code.
(c) A shareholder's tax basis in additional shares of Common Stock
acquired under the Plan with reinvested dividends will be equal
to the fair market value of such shares as of the date of the
distribution. The shareholder's holding period for shares of
Common Stock acquired will commence on the day following the
date of purchase.
(d) A shareholder will not realize any taxable income upon the
receipt of a certificate for full shares credited to the
shareholder's account. A shareholder will, however, recognize
gain or loss when the shareholder sells or exchanges shares
received from the Plan or when a fractional share interest is
liquidated. Such gain or loss will equal the difference between
the amount which the shareholder received for such fractional
share interest on such shares and the tax basis therefor.
In the case of participating shareholders whose dividends are subject
to withholding of federal income tax, dividends will be reinvested less the
amount of tax required to be withheld.
See question 29 below.
The above is intended only as a general discussion of the current
federal income tax consequences of participation in the Plan. Shareholders
should consult their own tax advisers regarding the federal and state income tax
consequences (including the effects of any changes in law) of their individual
participation in the Plan .
The Company intends to file information returns with respect to any
participation in the Plan by a Participant. Such information returns will be
accompanied by a letter from the Company containing information necessary to
determine that portion of the dividend, and any other distributions paid to the
Participant on account of his or her holdings of the Company's Common Stock,
which are taxable as dividends and those portions which are in excess of the
Company's current or accumulated earnings and profits and, therefore, are return
of capital.
26. What is the responsibility of the Company and the Plan Administrator under
the Plan?
Neither the Company nor the Plan Administrator will be liable in
administering the Plan for any act done in good faith or for any omission to
act, including, without limitation, any claim of liability arising out of
failure to terminate a Participant's account upon such Participant's death prior
to receipt of notice in writing of such death, the prices at which shares are
purchased for the Participant's account, the times when purchases are made or
fluctuations in the market value of the Common Stock,
<PAGE>
The Participant should recognize that neither the Company nor the Plan
Administrator can provide any assurance of a profit or protection against loss
on any shares purchased under the Plan.
27. When will the Plan be discontinued or modified?
The Company intends to continue the Plan indefinitely; however, it
reserves the right to suspend or terminate the Plan at any time, without prior
notice to the Participants. It also reserves the right to make modifications to
the Plan. Participants will be notified of any such suspension, termination or
modification as soon as practicable. The Company also reserves the right to
terminate any Participant's participation in the Plan at any time.
28. How is the Plan to be interpreted?
Any question of interpretation arising under the Plan will be
determined by the Company and any such determination will be final.
29. What about domestic or foreign Participants in the Plan whose dividends are
subject to income tax withholding?
In the case of a shareholder who is participating in the Plan and whose
dividends are subject to United States Income Tax Withholding, the Plan
Administrator will purchase Common Stock in an amount equal to the net cash
dividend after the deduction of taxes withheld. See question 25 above.
30. Where should correspondence regarding the Plan be directed?
All correspondence concerning the Plan should be addressed as follows:
First Union National Bank of North Carolina
Shareholder Services Group
Dividend Reinvestment Area
Two First Union Center
Charlotte, North Carolina 28288-1153
Telephone Number - (800) 829-8432
USE OF PROCEEDS
Although it is intended that the shares of Common Stock purchased
pursuant to the Plan be purchased in the open market or from sources other than
the Company, shares may be purchased from the Company. The Company is unable to
determine and has no basis for estimating either the number of shares of Common
Stock that will be purchased from it under the Plan or the proceeds that will be
received by the Company from the sale of such shares. The Company proposes to
use the proceeds from the sales of Common Stock offered hereby for its general
corporate purposes. See "The Company."
<PAGE>
DESCRIPTION OF COMMON STOCK
The Amended and Restated Articles of Incorporation of the Company
authorize the issuance of up to 100,000,000 shares of Common Stock. As of
December 31,1996, there were 20,892,574 shares of Common Stock issued and
outstanding. The Common Stock is listed on the American Stock Exchange under the
trading symbol "KE".
The following description of the Common Stock sets forth certain
general terms and provisions of the Common Stock to which this Prospectus
relates. The statements below describing the Common Stock are in all respects
subject to and qualified in their entirety by reference to the applicable
provisions of the Restated Articles of Incorporation and the Bylaws, as Amended
and Restated, of the Company (the "By laws") and the Shareholders' Rights Plan.
Holders of Common Stock are entitled to receive dividends when, as and
if declared by the Board of Directors of the Company (the "Board of Directors"),
out of funds legally available therefor. Upon any liquidation, dissolution or
winding up of the Company, holders of Common Stock will be entitled to share
equally and ratably in any assets available for distribution to them, after
payment or provision for payment of the debts and other liabilities of the
Company and the preferential amounts owing with respect to any outstanding
preferred stock. The Common Stock possesses ordinary voting rights for the
election of directors and in respect of other corporate matters, each share
entitles the holder thereof to one vote. Holders of Common Stock do not have
cumulative voting or preemptive rights. However, certain shareholders have
preemptive rights pursuant to a contract with the Company. The outstanding
Common Stock is, and, when issued, the Common Stock to be issued in connection
with this Prospectus will be, fully paid and nonassessable.
The transfer agent and registrar of the Common Stock is First Union
National Bank of North Carolina, Two First Union Center, Charlotte, North
Carolina 28288-1153.
The Company sends to its shareholders annual reports including
financial statements audited by independent public accountants and quarterly
unaudited interim financial reports.
LEGAL OPINION
Certain legal matters relating to the offering will be passed upon for
the Company by Boling & McCart, a professional association, Suite Seven Hundred,
Seventy-six South Laura Street, Jacksonville, Florida 32202. At January 30,
1997, a member of Boling & McCart owned beneficially 1,213 shares of the
Company's Common Stock.
EXPERTS
The consolidated financial statements and the related financial
statement schedules incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended December 31, 1995 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
<PAGE>
With respect to the unaudited interim financial information for the
periods ended March 31, 1996 and 1995, June 30, 1996 and 1995 and September 30,
1996 and 1995, which is incorporated herein by reference, Deloitte & Touche LLP
have applied limited procedures in accordance with professional standards for a
review of such information. However, as stated in their reports included in the
Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996,
June 30, 1996 and September 30, 1996 and incorporated by reference herein, they
did not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature of the review
procedures applied. Deloitte & Touche LLP are not subject to the liability
provisions of Section 11 of the Securities Act of 1933 for their reports on the
unaudited interim financial information because those reports are not "reports"
or a "part" of the registration statement prepared or certified by an accountant
within the meaning of Sections 7 and 11 of the Act.
COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES LIABILITIES
The Company's Restated Articles of Incorporation provide that the
Company shall indemnify its officers and directors to the fullest extent
permitted by the General Corporation Law of the State of Florida (predecessor
statute to the Florida Business Corporation Act) as now or hereafter in force,
including the advance of expenses and reasonable counsel fees.
Florida law provides that a director, officer, agent and employee of a
corporation or its subsidiaries or other affiliates may be indemnified under
certain conditions by the corporation against expenses, including attorney's
fees, incurred in connection with civil, criminal, administrative or
investigative proceedings.
The Company has also entered into an Indemnification Agreement with
each of its directors and executive officers whereby the Company has the
affirmative obligation to indemnify such directors and officers to the fullest
extent permitted by law including the cost of enforcing the Indemnity Agreement.
In addition, the Company carries directors and officers liability insurance.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors and officers and
controlling persons of the Company pursuant to the provisions referred to in
Item 15 of this Registration statement or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
<PAGE>
- - - --------------------------------
No dealer, salesman or any
other person has been authorized to give
any information or to make any 500,000 Shares
representations other than those
contained in this Prospectus, and, if KOGER EQUITY, INC.
given or made, such information and
representations must not be relied upon
as having been authorized by the Common Stock
Company. This Prospectus does not
constitute an offer to sell or a
solicitation of an offer to buy any of
the securities offered hereby in any Offered pursuant to its
jurisdiction to any person to whom it is DIVIDEND REINVESTMENT PLAN
unlawful to make such offer or
solicitation. Neither the delivery of
this Prospectus nor any sale hereunder
shall, under any circumstances, create
any implication that there has been no
change in the affairs of the Company
since the date thereof.
- - - -----------
TABLE OF CONTENTS
PROSPECTUS
Page
Available Information
Incorporation of Certain
Documents by Reference February 3, 1997
The Company
Dividend Reinvestment Plan
Description of the Plan
Purpose
Advantages
Administration
Participation
Costs
Purchases
Reports to Participants
Dividends
Certificates for Shares
Withdrawal of Shares in
Plan Accounts
Discontinuance of Dividend
Reinvestment
Other Information
Use of Proceeds
Description of Common Stock
Legal Opinion
Experts
- - - -------------------------------- ---------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution (Estimated):
SEC registration filing fee ...........................................*$2,727
Printing and engraving costs .......................................... $5,900
Legal fees and expenses ...............................................$10,000
Accounting fees and expenses .......................................... $5,000
Miscellaneous ......................................................... $1,373
Total .................................................................$25,000
* Actual fee
Item 15. Indemnification of Directors and Officers.
The Company's Articles of Incorporation provide that the Company shall
indemnify its officers and directors to the fullest extent permitted by the
General Corporation Law of the State of Florida (predecessor statute to the
Florida Business Corporation Act) as now or hereafter in force, including the
advance of expenses and reasonable counsel fees.
Section 93 of the Florida Business Corporation Act (Florida Statutes
Section 607.0850) provides that a director, officer, agent and employee of a
corporation or its subsidiaries or other affiliates may be indemnified under
certain conditions by the corporation against expenses, including attorney's
fees, actually and reasonably incurred in connection with the defense or
settlement of an action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which he becomes a party because he was such
director, officer, agent or employee, including expenses reasonably incurred in
settlement of any of the aforesaid matters, if the board of directors by a
majority vote of a quorum consisting of directors who were not parties to the
proceeding determine that the person seeking indemnification acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation.
Section 607.0850 also provides that the indemnification provided pursuant
to above provisions are not exclusive, and a corporation may make any other
further indemnification of any of its directors, officers, employees, or agents,
under any by-laws, agreements, vote of shareholders or disinterested directors,
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office. However, indemnification shall
1
<PAGE>
not be made to or on behalf of any director, officer, employee, or agent if a
judgment or other final adjudication establishes that his actions, or omissions
to act, were material to the cause of action so adjudicated and constitute:
(a) A violation of the criminal law, unless the director, officer,
employee, or agent had reasonable cause to believe his conduct was
lawful or had no reasonable cause to believe his conduct was unlawful;
(b) A transaction from which the director, officer, employee or agent
derived an improper personal benefit;
(c) In the case of a director, a circumstance under which certain liability
provisions relating to the payment of dividends and asset distributions
are applicable; or
(d) Willful misconduct or a conscious disregard for the best interests of
the corporation in a proceeding by or in the right of the corporation
to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.
The Company has also entered into an Indemnification Agreement with
each of its directors and executive officers whereby the Company has the
affirmative obligation to indemnify such directors and officers to the fullest
extent permitted by law including the cost of enforcing the Indemnity Agreement.
In addition, the Company carries directors and officers liability
insurance.
Item 16. Exhibits
Exhibit Number Description
- - - -------------- -----------
4(a) Amended and Restated Articles of Incorporation.
Incorporated by reference to Exhibit 3 of a
report on Form 8-K, dated May 10, 1994, filed by
the Registrant on June 17, 1994 (File No.
1-9997).
4(b) Koger Equity, Inc. By Laws, as Amended and
Restated on August 21, 1996. Incorporated by
reference to Exhibit 3(ii) of a report on Form
8-K/A, dated August 22, 1996 filed by the
Registrant on August 22, 1996 (File No. 1-9997).
4(c) Common Stock Certificate of Koger Equity, Inc.
Incorporated by reference to Exhibit 4(a) to
Registration Statement on Form S-11 (Registration
No. 33-22890).
4(d)(1)(A) Koger Equity, Inc. Rights Agreement (the "Rights
Agreement") dated as of September 30, 1990
between the Company and Wachovia Bank and Trust
Company, N.A. as Rights Agent ("Wachovia").
Incorporated by reference to Exhibit 1 to a
Registration Statement on Form 8-A, dated October
3, 1990, (File No. 1-9997).
4(d)(1)(B) First Amendment to the Rights Agreement, dated as
of March 22, 1993, between the Company and First
Union National Bank of North Carolina, as Rights
Agent ("First Union"), entered into for purpose
2
<PAGE>
of replacing Wachovia as Rights Agent.
Incorporated by reference to Exhibit 4(b)(4) of
the Form 10-Q filed by the Registrant for the
quarter ended March 31, 1993 (File No. 1-9997).
4(d)(1)(C) Second Amendment to the Rights Agreement, dated
as of December 21, 1993, between the Company and
First Union. Incorporated by reference to Exhibit
5 to an Amendment on Form 8-A/A, dated December
21, 1993, to a Registration Statement on Form
8-A, dated October 3, 1990 (File No. 1-9997).
4(d)(1)(D) Third Amendment to Rights Agreement, dated as of
October 10, 1996, between the Company and First
Union. Incorporated by reference to Exhibit 6 to
Amendment to Form 8-A/A, dated November 7, 1996
to a Registration Statement on Form 8-A, dated
October 3, 1990 (File No. 1-9997).
4(d)(2) Form of Common Stock Purchase Rights Certificate
(attached as Exhibit A to the Rights Agreement).
Pursuant to the Rights Agreement, printed Common
Stock Purchase Rights Certificates will not be
mailed until the Distribution Date (as defined in
the Rights Agreement).
4(d)(3) Summary of Common Stock Purchase Rights
(attached as Exhibit B to the Rights Agreement).
5 Opinion of Boling & McCart (See page II-7).*
15 Letter Re: Unaudited Interim Financial
Information.*
23(a) The consent of Deloitte & Touche LLP, independent
public accountant to the Registrant (See page
II-6).*
23(b) The Consent of Boling & McCart (See Exhibit 5
hereof).*
25 Powers of Attorney (See signature page hereof).*
________________
*Filed with this report.
Item 17. Undertakings.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post- effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
and
(iii) To include any material information with respect to
3
<PAGE>
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that the registrant need not file
a post-effective amendment to include the information
required to be included by subsection (i) or (ii) if
the information is contained in periodic reports
filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934
which are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for the purpose of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors and
officers and controlling persons of the Company pursuant to
the provisions referred to in Item 15 of this Registration
Statement or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim against the Company for indemnification against such
liability (other than the payment by the Company of expenses
incurred or paid by a director or officer of the Company in
the successful defense of any action, suit or proceeding) is
asserted by a director or officer or controlling person in
connection with the securities being registered, the Company
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether or not such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
4
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Jacksonville, State of Florida, the 3rd day of
February, 1997.
KOGER EQUITY, INC.
By: /s/ Victor A. Hughes, Jr.
-------------------------
Victor A. Hughes, Jr.
Chairman of the Board of
Directors and Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature appears
below hereby authorized Victor A. Hughes, Jr., James C. Teagle, W. Lawrence
Jenkins and James L. Stephens, and each of them, as Attorneys-in-Fact, to sign
on his behalf individually and in each capacity stated below, and to file any
amendments, including Post Effective Amendments, to this Registration Statement.
Signature Title Date
/s/ Victor A. Hughes, Jr. Chairman of the
- - - --------------------------
(Victor A. Hughes, Jr.) Board of Directors,
President and Director
(Chief Executive and
Financial Officer)
/s/ Irvin H. Davis Vice Chairman of
- - - --------------------------
(Irvin H. Davis) the Board of Directors
and Director
/s/ James C. Teagle Executive Vice President
- - - --------------------------
(James C. Teagle) and Director
(Chief Operating Officer)
/s/ James L. Stephens Vice President
- - - --------------------------
(James L. Stephens) (Chief Accounting Officer) February 3, 1997
/s/ D. Pike Aloian Director
- - - --------------------------
(D. Pike Aloian)
/s/ Benjamin C. Bishop Jr. Director
- - - --------------------------
(Benjamin C. Bishop, Jr.)
/s/ David B. Hiley Director
- - - --------------------------
(David B. Hiley)
Director
- - - --------------------------
(G. Christian Lantzsch)
/s/ William L. Mack Director
- - - --------------------------
(William L. Mack)
/s/ Lee S. Neibart Director
- - - --------------------------
(Lee S. Neibart)
/s/ W. Edward Scheetz Director
- - - --------------------------
(W. Edward Scheetz)
/s/ George F. Staudter Director
- - - --------------------------
(George F. Staudter)
/s/ S. D. Stoneburner Director
- - - --------------------------
(S. D. Stoneburner)
5
<PAGE>
Exhibit 23(a)
Deloitte & Touche LLP
INDEPENDENT AUDITORS' CONSENT
Koger Equity, Inc.
We consent to the incorporation by reference in this Registration Statement of
Koger Equity, Inc. on Form S-3 of our report dated March 4, 1996, appearing in
the Annual Report on Form 10-K of Koger Equity, Inc. for the year ended December
31, 1995 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Jacksonville, Florida
February 3, 1997
Exhibit 5
and
Exhibit 24(b)
Harold F. McCart, Jr.
Attorney at Law
Boling & McCart
A Professional Association
Seventy-six South Laura Street
Jacksonville, Florida 32202
(904) 354-6543
January 31, 1997
Board of Directors
Koger Equity, Inc.
3986 Boulevard Center Drive
Jacksonville, FL 32207
Re: Koger Equity, Inc.
Dividend Reinvestment Plan
Registration Statement on Form S-3
Dear Sirs:
We have acted as counsel for Koger Equity, Inc., a Florida
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of the above-captioned Registration Statement (the "Registration
Statement") for the purpose of registering 500,000 shares of the Company's
common stock, par value $.01 per share (the "Shares"), issuable pursuant to the
Company's Dividend Reinvestment Plan (the "Plan").
In so acting as such counsel, we have examined and relied upon the
originals or copies, certified or otherwise identified to our satisfaction, of
such Company records, documents, certificates, and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinions
expressed below. Based upon the foregoing, and such examination of law as we
have deemed necessary, we are of the opinion that:
1. The Company has been incorporated and is existing as a
corporation and its status is active under the laws of the
State of Florida, its state of incorporation.
2. The Shares have been authorized and, when issued and sold as
contemplated in the Registration Statement and in accordance
with the terms of the Plan will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm in the Registration
Statement and the related prospectus under the heading "Legal Matters."
Very truly yours,
Boling & McCart
Exhibit 5
and
Exhibit 24(b)
Harold F. McCart, Jr.
Attorney at Law
Boling & McCart
A Professional Association
Seventy-six South Laura Street
Jacksonville, Florida 32202
(904) 354-6543
January 31, 1997
Board of Directors
Koger Equity, Inc.
3986 Boulevard Center Drive
Jacksonville, FL 32207
Re: Koger Equity, Inc.
Dividend Reinvestment Plan
Registration Statement on Form S-3
Dear Sirs:
We have acted as counsel for Koger Equity, Inc., a Florida
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of the above-captioned Registration Statement (the "Registration
Statement") for the purpose of registering 500,000 shares of the Company's
common stock, par value $.01 per share (the "Shares"), issuable pursuant to the
Company's Dividend Reinvestment Plan (the "Plan").
In so acting as such counsel, we have examined and relied upon the
originals or copies, certified or otherwise identified to our satisfaction, of
such Company records, documents, certificates, and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinions
expressed below. Based upon the foregoing, and such examination of law as we
have deemed necessary, we are of the opinion that:
1. The Company has been incorporated and is existing as a
corporation and its status is active under the laws of the
State of Florida, its state of incorporation.
2. The Shares have been authorized and, when issued and sold as
contemplated in the Registration Statement and in accordance
with the terms of the Plan will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm in the Registration
Statement and the related prospectus under the heading "Legal Matters."
Very truly yours,
Boling & McCart
Exhibit 15
Deloitte & Touche LLP
February 3, 1997
Koger Equity, Inc.
3986 Boulevard Center Drive, Suite 101
Jacksonville, Florida
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Koger Equity, Inc. and subsidiaries for the periods ended March
31, 1996 and 1995, June 30, 1996 and 1995 and September 30, 1996, and 1995, as
indicated in our reports dated May 2, 1996, August 2, 1996 and November 4, 1996,
respectively; because we did not perform an audit, we expressed no opinion on
that information.
We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30,
1996 and September 30, 1996, are being used in this Registration Statement.
We are also aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1993, are not considered a part of the Registration
Statement prepared or certified by an accountant within the meaning of Sections
7 and 11 of that Act.
Deloitte & Touche LLP
8
