0000919607-95-000018.txt : 19950811 0000919607-95-000018.hdr.sgml : 19950811 ACCESSION NUMBER: 0000919607-95-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950801 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19950810 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOGER EQUITY INC CENTRAL INDEX KEY: 0000835664 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 592898045 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09997 FILM NUMBER: 95560726 BUSINESS ADDRESS: STREET 1: 3986 BLVD CTR DR STE 101 CITY: JACKSONVILLE STATE: FL ZIP: 32207 BUSINESS PHONE: 9043983403 MAIL ADDRESS: STREET 1: 3986 BLVD CTR DR STREET 2: SUITE 101 CITY: JACKSONVILLE STATE: FL ZIP: 32207 8-K 1 CURRENT REPORT 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) 1 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. 2 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. 3 Item 7. Financial Statements and Exhibits. (c) Exhibits Exhibit Number Description of Exhibit 20 Koger Equity, Inc. Press Release dated August 1, 1995 4 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 5 EXHIBIT INDEX The following designated exhibits are filed herewith: Exhibit 20 Koger Equity, Inc. Press Release dated August 1, 1995 6 EX-20 2 PRESS RELEASE 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. 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. ###