-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, r8wtDDeJ+5gVItpWlP534McZd5yh0gYt8BaQz7doR7yM8lYIywC0JT5pxbZHAwmL Jeqq/sefmZavLEOsJAyozQ== 0000919607-94-000028.txt : 19940729 0000919607-94-000028.hdr.sgml : 19940729 ACCESSION NUMBER: 0000919607-94-000028 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOGER EQUITY INC CENTRAL INDEX KEY: 0000835664 STANDARD INDUSTRIAL CLASSIFICATION: 6798 IRS NUMBER: 592898045 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 033-54765 FILM NUMBER: 94540373 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 S-3/A 1 KOGER EQUITY S-3 As filed with the Securities and Exchange Commission on July 27, 1994 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 Senior Vice President and Secretary Chief Financial Officer 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 date 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. [ ] 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. [X] Continuation of Cover Page of Form S-3 CALCULATION OF REGISTRATION FEE Title of Maximum Unit Maximum Amount Securities Amount Offering Aggregate of to be to be Price Per Offering Registration Registered Registered Security Price Fee Warrants to Purchase Shares of Common Stock, Par Value $.01 per share 372,414 (1) (1) (1) Shares of Common Stock, Par Value $.01 per share issuable upon exercise of Warrants 372,414(2) $8.00(3) $2,979,312 $1,030 Total . . . . .$1,030 (1) No fee is required with respect to the Warrants pursuant to Rule 457(g). (2) Shares of Common Stock issuable upon exercise of the Warrants may be increased pursuant to anti-dilution provisions. The Registration Statement also covers any such increased number pursuant to Rule 416 under the Securities Act of 1933, as amended. (3) The exercise price of the Warrants. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED JULY 27, 1994 PROSPECTUS 372,414 Warrants to Purchase 372,414 Shares of Common Stock KOGER EQUITY, INC. Koger Equity, Inc. (the "Company") is an equity real estate investment trust ("REIT") which invests in suburban office centers located in the Southeast and Southwest containing buildings for lease as office space to others. See "The Company." The Warrants to purchase the Company's Shares of Common Stock, par value $.01 per Share (the "Warrants" and the "Shares", respectively), which are the subject of this Registration Statement, evidence the right to purchase Shares at a price of $8.00 per Share through June 30, 1999, unless earlier redeemed in accordance with their terms. The Warrants will be listed as part of a class of warrants having the same terms as warrants currently listed for trading on the American Stock Exchange ("ASE") under the symbol "KE.WS" (the "Outstanding Warrants"). On July 25, 1994, the last reported sale price of the Outstanding Warrants as reported by the ASE was $3.5625 per warrant. The Warrants are redeemable at prices ranging from $2.21 to $5.24. The Shares are also listed on the ASE under the symbol "KE." On July 25, 1994, the last reported sale price of the Shares as reported by the ASE was $9.875 per share. For information concerning the distribution of the Warrants, see "The Settlement." THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESEN- TATION TO THE CONTRARY IS UNLAWFUL. The date of this Prospectus is , 1994. 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 Warrants and 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 Warrants 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 Warrants and the Shares 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, previously filed by the Company with the Commission under the Exchange Act, are incorporated herein by reference: (1) Annual Report on Form 10-K for the fiscal year ended December 31, 1993, filed pursuant to Section 13 of the Exchange Act (File No. 1-9997). (2) Quarterly Report on Form 10-Q for period ended March 31, 1994 filed pursuant to Section 13 of the Exchange Act (File No. 1-9997). (3) Definitive proxy statement, dated April 8, 1994, filed pursuant to Section 14 of the Exchange Act (File No. 1-9997) relating to its Annual Meeting held on May 10, 1994. (4) Description of the Shares contained in the Company's registration statement filed pursuant to Section 12(b) of the Exchange Act and any amendment thereto or reports filed for the purpose of updating such description. 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 termination of the offering made hereby shall be deemed incorporated by reference into this Prospectus and to be a part hereof from the date of the 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 to whom a Prospectus is delivered, upon written or oral request of such person, a copy of any or all of the documents incorporated by reference in the Registration Statement (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that the Registration Statement incorporates). Requests for such copies should be directed to W. Lawrence Jenkins, Corporate Secretary, Koger Equity, Inc., 3986 Boulevard Center Drive, Jacksonville, Florida 32207, telephone number (904) 398-3403. The Company Koger Equity, Inc. (the "Company") is a self-administered and self-managed equity real estate investment trust (a "REIT") which owns and manages suburban office centers in the southeastern and southwestern regions of the United States. Koger Properties, Inc. ("KPI"), a pioneer in the development of office centers, developed and constructed all of the office centers owned by the Company and certain office buildings owned by third parties, which are managed by the Company. KPI was merged into and became a part of the Company on December 21, 1993 (the "Merger"). The Company provides leasing and management services for its own office centers and for certain office buildings owned by third parties. As of June 30, 1994, the Company owned 219 office buildings in 21 office centers located in 16 metropolitan areas in the Southeast and Southwest. In addition, the Company then owned 230 acres of unimproved land for development and held 65 acres of unimproved land for sale. Koger Equity, Inc. was organized in 1988 for the purpose of investing in office buildings located in suburban office centers throughout the southeastern and southwestern United States. In 1988 and 1989, Koger Equity, Inc. offered and sold shares of its Common Stock, $.01 par value per share (the "Shares"), in two public offerings. Koger Equity, Inc. used the proceeds of such public offerings to purchase its initial properties from KPI, a real estate development company and the sponsor of Koger Equity, Inc. Thereafter, Koger Equity, Inc. acquired other buildings from KPI and its affiliates, with the last such acquisition of buildings occurring on December 21, 1993 as the result of the Merger. All of the buildings acquired by Koger Equity, Inc. from KPI were developed by KPI. The Merger was the culmination of extensive negotiations among the managements of Koger Equity, Inc. and KPI and the creditors of KPI and the resolution of a bankruptcy case filed on behalf of KPI on September 25, 1991 under Chapter 11 of the United States Bankruptcy Code. Upon consummation of the Merger, Koger Equity, Inc. succeeded to substantially all of the assets of KPI, which included primarily 93 office buildings, 295 acres of land and 1,781,419 Shares held by KPI. In connection with the Merger, the Company issued (a) 6,158,977 Shares, or approximately 35% of the shares outstanding after the Merger, to unsecured creditors of KPI and (b) warrants to purchase 644,000 Shares at an exercise price of $8.00 per share until June 30, 1999, unless earlier redeemed (the "Outstanding Warrants"), to the shareholders of KPI and the holders of certain securities law claims against KPI. A subsidiary of the Company is the managing general partner of The Koger Partnership, Ltd., a publicly-held limited partnership ("TKP"), which as of June 30, 1994 owned 92 office buildings located in seven office centers. Through its subsidiaries, the Company provides property management services for TKP's buildings and for a limited number of buildings located in office centers owned by third parties. The Company owns 32% of the partnership interests in TKP. However, the Company has determined that its investment in TKP has no value. Tax Status of the Company The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (collectively with any predecessor statutes, the "Code"), since the inception of Koger Equity, Inc. in 1988. As a REIT, the Company generally will not be subject to federal income tax on that portion of its ordinary income or capital gains that is currently distributed to shareholders so long as it distributes at least 95% of its REIT taxable income each year. REITs are subject to a number of organizational and operational requirements. The Company's tax returns have not been examined by the Internal Revenue Service. If the Company were to fail to qualify as a REIT in any taxable year, the Company would be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate rates. Even as a REIT, the Company may be subject to certain state and excise taxes on its undistributed income and certain other categories of income. The Settlement The Warrants which are the subject of this prospectus have the same terms as those which were issuable to the former shareholders of KPI in connection with the Merger and the holders of certain securities law claims against KPI (the "Outstanding Warrants") and are being issued, pursuant to the terms of a court approved settlement agreement (the "Settlement Agreement"), to the Plaintiffs in Best v. Koger Equity, Inc., et al. (the "Best Case"), a case pending in the United States District Court for the Middle District of Florida. The Warrants will be issued, in escrow, to the attorneys for the plaintiffs in the Best Case who will be the record holder of the Warrants pending their sale or distribution to claimants in the Best Case. Plaintiffs' counsel may retain a corporate financial advisor who shall be authorized to analyze the Warrants as to their terms and structure and to sell the Warrants, or any portion of them, if such advisor determines that the value of the assets available for distribution to claimants will be best preserved or enhanced by such sale(s). USE OF PROCEEDS As the Warrants will be issued in connection with the settlement of litigation, the Company will realize no proceeds upon the issuance and distribution of the Warrants (see "The Settlement"). Although the amount of proceeds which the Company will realize from the exercise of the Warrants and when it will receive such proceeds cannot be estimated at this time, assuming that the Warrants are not redeemed by the Company and all of the Warrants are exercised, of which there can be no assurance, the Company would receive $2,979,312 from the exercise of the Warrants. To the extent permitted under its debt agreements, any proceeds received by the Company from the exercise of the Warrants would be used for working capital and general corporate purposes. DESCRIPTION OF SECURITIES Common Stock The authorized capital stock of the Company consists of 100,000,000 Shares of Common Stock, par value $.01 per share, (the "Shares"), of which 17,597,558 Shares were issued and outstanding as of June 30, 1994, excluding 2,874,400 Shares held by the Company as treasury stock and 643,619 Shares reserved for issuance upon exercise of the Outstanding Warrants and 2,199,900 Shares reserved for issuance pursuant to employee stock option and investment plans. The Shares issued in connection with the exercise of the Warrants, which are the subject of this Prospectus, will, when issued, be fully paid and non-assessable and no personal liability will attach to the holder of such Shares. The holders of Shares will be entitled to one vote per Share on all matters as to which votes of the shareholders of the Company are solicited, including election of directors. No holder of the Shares will have any preemptive right to subscribe for any additional securities. All holders of the Shares shall also share ratably in any dividends on the Shares of Common Stock legally declared by the Board of Directors of the Company and paid by the Company. Two of the requirements for qualification as a REIT are that (i) at any time during the last half of each taxable year not more than 50% in value of the outstanding shares may be owned by five or fewer individuals and (ii) there must be at least 100 Shareholders on 335 days of each taxable year of 12 months. In order to meet these requirements the Articles of Incorporation of the Company empower the Board of Directors to redeem, at its option, a sufficient number of Shares or to restrict the transfer thereof to bring or maintain the ownership of the Shares into conformity with the requirements of the Code. The Articles of Incorporation provide that the Directors may exercise this right at any time the Directors believe the tax status of the Company is jeopardized, including when a holder has in excess of 9.8% of the Company's outstanding Shares. The redemption price to be paid will be the fair market value as reflected in the latest quotations, or, if no quotations are available, the price of the Shares as determined by the Board of Directors in accordance with the provisions of applicable law. The Board of Directors has agreed to waive the transfer and redemption restrictions contained in the Articles of Incorporation with respect to the Shares held by TCW Special Credits, a California general partnership, TCW Group, Inc. and their affiliates ("TCW"). The Board of Directors of the Company has determined that the waiver of these provisions for TCW will not jeopardize the Company's status as a REIT. Thomas K. Smith, Jr., a director of the Company, is an Assistant Vice President of Trust Company of the West and TCW Asset Management Company, wholly owned subsidiaries of TCW Group, Inc. TCW, in the aggregate, held approximately 18.8% of the outstanding Shares at June 30, 1994. Each shareholder will be required upon demand to disclose to the Board of Directors in writing such information with respect to direct and indirect beneficial ownership of Shares as the Board of Directors deems necessary to comply with provisions of the Code applicable to the Company, or to comply with the requirements of any other taxing authority or governmental entity or agency. The foregoing provisions may have the effect of discouraging tender offers or other takeover proposals. Such provisions do not apply to cash tender offers in which two-thirds of the outstanding Shares are tendered and accepted for cash. In view of the importance to the Company of the tax treatment of the Company as a REIT, the Board of Directors believes that such provisions are necessary. Rights Plan. On September 30, 1990, the Company's Board of Directors adopted a Shareholder Rights Plan (the "Rights Plan") pursuant to which were issued Common Stock Purchase Rights (the "Rights"). Under the Rights Plan one Right was issued for each outstanding Share held as of October 1, 1990, and a Right attached to each Share issued thereafter and will be attached to each Share issued in the future. The Rights authorize the holders to purchase Shares at a price below market upon the occurrence of certain events, including, unless approved by the Company's Board of Directors acquisition by a person or group of certain levels of beneficial ownership of the Shares or a tender offer for the Shares. The Rights are redeemable by the Company for $.01 and expire September 30, 2000. One of the events which will trigger the Rights is the acquisition by a person other than an Exempt Person, as defined in the Rights Plan, the Company or any of its subsidiaries or its employee benefit plans of 15% or more of the outstanding Shares. As of June 30, 1994, TCW was the only Exempt Person under the Rights Plan. Certain Provisions of Florida Law. The Company is subject to several anti-takeover provisions under Florida law. These provisions permit a corporation to elect to opt out of such provisions in its Articles of Incorporation or (depending on the provision in question) its Bylaws. The Company has not elected to opt out of these provisions. The Florida Business Corporation Act (the "Florida Act") contains a provision that prohibits the voting of shares in a publicly-held Florida corporation which are acquired in a "control share acquisition" unless the holders of a majority of the corporation's voting shares (exclusive of shares held by officers of the corporation, inside directors or the acquiring party) approve the granting of voting rights as to the shares acquired in the control share acquisition. A control share acquisition is defined as an acquisition that immediately thereafter entitles the acquiring party to vote in the election of directors within each of the following ranges of voting power: (i) one-fifth or more but less than one-third of such voting power, (ii) one-third or more but less than a majority of such voting power and (iii) a majority or more of such voting power. The Florida Act also contains an "affiliated transaction" provision that prohibits a publicly-held Florida corporation from engaging in a broad range of business combinations or other extraordinary corporate transactions with an "interested shareholder" unless (i) the transaction is approved by a majority of disinterested directors before the person becomes an interested shareholder, (ii) the interested shareholder has owned at least 80% of the corporation's outstanding voting shares for at least five years, or (iii) the transaction is approved by the holders of two-thirds of the corporation's voting shares other than those owned by the interested shareholder. An interested shareholder is defined as a person who together with affiliates and associates beneficially owns more than 10% of the corporation's outstanding voting shares. A transaction with TCW would be an "affiliated transaction" under the Florida Act thereby requiring the approval of the holders of two-thirds of the outstanding Shares other than those held by TCW. Warrants The Warrants will be issued pursuant to an Amended and Restated Warrant Agreement (the "Warrant Agreement") between the Company and First Union National Bank of North Carolina, as Warrant Agent. Each Warrant will entitle the holder thereof to acquire, through June 30, 1999, one Share upon tender of the exercise price of $8.00 per Share (the "Exercise Price"). Each Warrant will be redeemable by the Company, in its sole option and discretion, upon tender of the redemption price, which ranges from $2.21 to $5.24. Anti-dilution provisions in the Warrant Agreement provide for adjustment of the Exercise Price and the number of Shares which can be purchased upon exercise thereof to prevent dilution of their value upon occurrence of certain events. No fractional Shares will be issued upon the exercise of Warrants; the Company will make a cash adjustment for any fractional Shares otherwise issuable. The holders of Warrants are not entitled to any of the rights of holders of Shares. As of June 30, 1994, there were then Outstanding Warrants to purchase an aggregate of 643,619 Shares. The terms of the Outstanding Warrants are identical in all respects with those of the Warrants which are the subject of this prospectus (see "The Company" and "The Settlement"). The Outstanding Warrants are, and the Warrants to be issued, will be traded on the basis of one Warrant as representing the right to purchase one Share. A complete statement of the terms and conditions pertaining to the Warrants is contained in the Warrant Agreement between the Company and the Warrant Agent, a copy of which may be examined at the office of the Company and is filed as an exhibit to the Registration Statement. Fees and reasonable expenses of the Warrant Agent will be borne by the Company. Preferred Stock The Company is authorized to issue up to 50,000,000 shares of preferred stock, par value $.01 per share, including convertible preferred stock, in such series with such preferences and rights as the Company's Board of Directors may determine. The Company has no shares of preferred stock outstanding. General The Warrant Agent for the Warrants and transfer agent and registrar of the Shares is First Union National Bank of North Carolina, 230 South Tryon Street, Charlotte, North Carolina 28288-1154, Attention: Shareholder Services Group. The Company sends to its warrantholders and shareholders annual reports including financial statements audited by independent public accountants and quarterly unaudited interim financial reports. LEGAL OPINIONS The validity of the Securities offered hereby will be passed upon for the Company by Boling & McCart, a professional association, Seventy-Six South Laura Street, Suite Seven Hundred, Jacksonville, Florida 32202. 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 three year period ended December 31, 1993 have been audited by Deloitte & Touche, independent auditors, as stated in their report, which is incorporated herein by reference, which report expresses an unqualified opinion and includes an explanatory paragraph referring to uncertainties pertaining to pending litigation and to an indemnity agreement with certain former directors of Koger Properties, Inc., and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. With respect to the unaudited interim financial information for the periods ended March 31, 1994 and 1993 which is incorporated herein by reference, Deloitte & Touche have applied limited procedures in accordance with professional standards for a review of such information. However, as stated in their report included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 and incorporated by reference herein, which includes an explanatory paragraph referring to uncertainties pertaining to pending litigation and to an indemnity agreement with certain former directors of Koger Properties, Inc., they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. Deloite & Touche are not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited interim financial information because that report is not a "report" or a "part" of the registration statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act. 372,414 WARRANTS to Purchase 372,414 SHARES KOGER EQUITY, INC. KOGER EQUITY, INC. Warrants and Shares of Common Stock (par value $.01 per share) TABLE OF CONTENTS Page Available Information. . . . . 2 PROSPECTUS Incorporation of Certain Documents by Reference . . . .2 The Company. . . . . . . . . . 3 The Settlement . . . . . . . . 4 , 1994 Use of Proceeds. . . . . . . . 5 Description of the Securities . . . . . . . . . 6 Legal Opinions . . . . . . . . 7 Experts. . . . . . . . . . . . 8 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution (Estimated): SEC registration filing fee* ........................ $1,030 American Stock Exchange listing fee** ............... Blue Sky fees and expenses** ........................ Printing and engraving costs** ...................... Legal fees and expenses** ........................... Accounting fees and expenses** ...................... Miscellaneous** Total ............................................... $ * Actual fee ** To be supplied by amendment 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 Corporate 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 the 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- law, agreement, 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 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. In addition, the Company carries directors and officers liability insurance. Item 16. Exhibits Exhibit Number Description 4(a) Amended and Restated Articles of Incorporation of Koger Equity, Inc. Incorporated by reference to Exhibit 3(a) to Form 8-K Report dated May 10, 1994 (File No.1-9997). 4(b) By-Laws of Koger Equity, Inc. Incorporated by reference to Exhibit 3(b) to a Form 8-K Report, dated April 21, 1993, (File No. 1-9997). 4(c) Form of Common Stock Certificate of Koger Equity, Inc. Incorporated by reference to Exhibit 4(a) to Form S-11 registration Statement No. 33-22890. 4(d)(1) Koger Equity, Inc. Common Stock Rights Agreement, dated as of September 30, 1990. Incorporated by reference to Exhibit 1 to Form 8-A Registration Statement, dated October 3, 1990, (File No. 1-9997). 4(d)(2) First Amendment to Koger Equity, Inc. Common Stock Rights Agreement, dated as of March 27, 1993. Incorporated by reference to Exhibit 4 to Form 8-A/A Registration Statement, dated December 21, 1993 (File No. 1-9997). 4(d)(3) Second Amendment to Koger Equity, Inc. Common Stock Rights Agreement, dated as of December 21, 1993. Incorporated by reference to Exhibit 5 to Form 8-A/A Registration Statement, dated December 21, 1993 (File No. 1-9997). 4(e)(1)* Form of Amended and Restated Warrant Agreement dated as of ,1994 4(e)(2)* Form of Warrant is filed as part of Exhibit 4(e)(1) and is incorporated by reference herein.* 4(e)(3) Warrant Agreement dated as of December 21, 1993 between the Company and First Union (the "Warrant Agreement"). See Exhibit 2 to an Amendment on Form 8-A/A to a Registration Statement on Form 8-A dated December 21, 1993 (File No. 1-9997), which Exhibit is herein incorporated by reference. 5 Opinion of Counsel (to be filed by amendment). 15 * Deloitte & Touche letter regarding unaudited interim financial information. 23(a) * Consent of Independent Certified Public Accountants (set forth on page II-6). 23(b) * Consent of Attorneys, counsel to Registrant (set forth on page II-7). 24 * Powers of Attorney (set forth on page II-5). * Filed herewith. Item 17. Undertakings. The undersigned registrant 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; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information 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. The undersigned registrant hereby undertakes that, for purposes 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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. 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. 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. SIGNATURES 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 26 day of July, 1994. KOGER EQUITY, INC. By: Irvin H. Davis Irvin H. Davis President 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 authorizes Irvin H. Davis, Victor A. Hughes, Jr., 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. D. Stoneburner Chairman of the Board of (S. D. Stoneburner) Directors and Director Irvin H. Davis President and Director (Irvin H. Davis) (Principal Executive Officer) Victor A. Hughes, Jr. Senior Vice President and (Victor A. Hughes, Jr.) Director (Principal Financial Officer) James L. Stephens Treasurer (Principal Accounting (James L. Stephens) Officer) July 26, 1994 D. Pike Aloian Director (D. Pike Aloian) Benjamin C. Bishop, Jr. Director (Benjamin C. Bishop, Jr.) Charles E. Commander Director (Charles E. Commander) David B. Hiley Director (David B. Hiley) G. Christian Lantzsch Director (G. Christian Lantzsch) Thomas K. Smith, Jr. Director (Thomas K. Smith, Jr.) George F. Staudter Director (George F. Staudter) EX-99 2 KOGER EQUITY S-3 KOGER EQUITY, INC. AMENDED AND RESTATED WARRANT AGREEMENT THIS AMENDED AND RESTATED WARRANT AGREEMENT (this "Agreement"), dated as of , 1994, between KOGER EQUITY, INC., a Florida corporation (the "Company"), and FIRST UNION NATIONAL BANK OF NORTH CAROLINA, a national banking association incorporated and existing under the laws of the United States of America (the "Warrant Agent"), does hereby amend and restate in its entirety the Warrant Agreement, dated as of December 21, 1993, between the Company and the Warrant Agent (the "1993 Warrant Agreement"), WITNESSETH THAT: WHEREAS, Pursuant to the Merger Agreement dated as of December 21, 1993 between the Company and Koger Properties, Inc. ("KPI") whereby KPI was merged with and into the Company, the holders of the shares of KPI Common Stock, par value $.10 per share, were issued, in the aggregate, warrants to purchase 644,000 shares of the Company's Common Stock, par value $.01 per share, at an exercise price of $8.00 per share after December 21, 1993, and until and including June 30, 1999, unless earlier redeemed, pursuant to the 1993 Warrant Agreement (the "1993 Warrants") and evidenced by warrant certificates, the form of which was an attachment to the 1993 Warrant Agreement (the "1993 Warrant Certificates"). First Union National Bank of North Carolina (the "Warrant Agent"), has acted as the agent of the Company in connection with the issuance, registration, registration of transfer, exchange and exercise of the 1993 Warrants, and WHEREAS, Pursuant to Stipulation and Agreement of Compromise and Settlement (the "Settlement Agreement") dated , 1994 between the Company and the plaintiffs (the "Plaintiffs") in Best v. Koger Equity, Inc., et al., C. A. No. 90-917-Civ-J-16 in the United States District Court for the Middle District of Florida (the "Best Case" and the "Court", respectively) whereby the Company, shall issue to the Plaintiffs warrants entitling the holders to purchase in the aggregate 372,414 shares of the Company's Common Stock, par value $.01 per share, or some lessor or greater number, as determined by the provisions of paragraph 2(c) of the Settlement Agreement (the "Settlement Number") at an exercise price of $8.00 per share until and including June 30, 1999, unless earlier redeemed, pursuant to this Agreement (the "1994 Warrants"), and are to be evidenced by Warrant Certificates, the form of which is Exhibit A to this Agreement (the "Warrant Certificates"). First Union National Bank of North Carolina (the "Warrant Agent"), at the request of the Company, has agreed to act as the agent of the Company in connection with the issuance, registration, registration of transfer, exchange and exercise of the 1994 Warrants, and WHEREAS, Order and Judgment approving the settlement and dismissing the Best Case was entered by the Court on , 1994, which Order and Judgment has become final, and WHEREAS, the Company intends that the 1994 Warrants will contain terms identical in all respects with the 1993 Warrants and desires to enter into this Agreement to restate the terms and conditions of the 1993 Warrants and to set forth the terms and conditions of both the 1993 Warrants and the 1994 Warrants and the rights of the holders thereof (both the 1993 Warrants and the 1994 Warrants are hereafter referred to as the "Warrants"), and WHEREAS, all Warrants issued or reissued after the date hereof are to be evidenced by the Warrant Certificates, and WHEREAS, this Agreement is entered to pursuant to Section 21 of the 1993 Warrant Agreement pursuant to which the 1993 Warrants were issued, the Company and the Warrant Agent having deemed it desirable in order to effect the issuance of the 1994 Warrants, which have the same terms as the 1993 Warrants, and the Company having determined in its sole judgment (without the advice or consent of the Warrant Agent) that this amendment does not adversely effect the interest of the holders of the 1993 Warrants. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows: 1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the instructions hereinafter in this Agreement set forth, and the Warrant Agent hereby accepts such appointment. 2. Form of Warrant Certificate. Each Warrant Certificate shall be in substantially the form of Exhibit A hereto, shall be signed by, or bear the facsimile signatures of, the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, the President or any Senior Vice President and the Secretary or an Assistant Secretary of the Company and shall bear a facsimile of the Company's seal. In case any officer whose signature or facsimile signature has been placed upon any Warrant Certificate shall have ceased to be such before such Warrant Certificate is issued, it may be issued with the same effect as if such officer had not ceased to be such at the date of issue. The Warrant Certificates shall be dated as of the date of their issue, which shall be the date of countersignature by the Warrant Agent. 3. Issuance, Countersignature and Registration. In connection with the original issuance of the Warrants, the Warrant Agent has or shall, upon the written instructions of the Company, countersign and deliver to or on the written order of the Company Warrant Certificates entitling the holders thereof to purchase an aggregate of not exceeding the sum of 644,000 upon the exercise of the 1993 Warrants and the Settlement Number upon exercise of the 1994 Warrants of Common Shares (as hereinafter defined) of the Company. The Warrant Agent has been and shall be required to deliver Warrant Certificates to such persons and in such number as the Company shall instruct in writing. The Warrant Agent shall maintain books for the registration of transfer and registration of Warrant Certificates. No Warrant Certificate shall be valid for any purpose unless countersigned by the Warrant Agent. The Warrant Agent shall countersign and issue a Warrant Certificate only (a) upon initial issuance of the Warrants in accordance with such instructions or (b) upon exchange, registration of transfer or substitution for one or more previously countersigned Warrant Certificates, as hereinafter provided. 4. Transfers and Exchanges. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrants upon the books to be maintained by the Warrant Agent for that purpose, upon surrender of the certificates therefor for registration of transfer, properly endorsed or accompanied by instruments of transfer in a form customarily used or accepted by the Warrant Agent from time to time unless the Warrant Agent is notified otherwise in writing by the Company. Such instruments of transfer shall be duly executed by the registered holder of such Warrants or by a duly authorized attorney, and accompanied by appropriate instructions for transfer, and payment in cash or by check or bank draft, payable to the order of the Warrant Agent, in United States currency, of an amount equal to any documentary stamps or similar tax or governmental charge required to be paid in connection with the transfer thereof. Upon any such registration of transfer, a new Warrant Certificate representing a like number of Warrants shall be issued to the transferee and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. After inspection and recording of cancellation of cancelled Warrant Certificates by the Warrant Agent, they shall be disposed of upon direction by the Company. Warrant Certificates may be exchanged at the option of the holder thereof upon surrender at a corporate trust office maintained by or for the Warrant Agent in Charlotte, North Carolina, or the Borough of Manhattan, the City of New York, for another Warrant Certificate or other Warrant Certificates representing in the aggregate the equivalent number of Warrants. Warrant Certificates surrendered for exchange shall be cancelled and disposed of in the manner provided in this Section 4. 5. Common Shares. As used in this Agreement, Common Shares shall mean shares of Common Stock, par value $.01 per share, of the Company as authorized at the date hereof or at any time hereafter and shares of any other class into which such shares of Common Stock may hereafter be changed. In case by reason of the operation of Section 9(c) hereof the Warrants shall entitle the registered holders thereof to purchase any other shares or other securities or property of the Company or of any other corporation, any reference in this Agreement to Common Shares issuable upon the exercise of Warrants shall be deemed to refer to and include such other shares or other securities or property issuable upon such exercise. 6. Warrant Price. Subject to the adjustments provided in Section 9 hereof, the price to be paid per Common Share upon exercise of a Warrant shall be $8.00. Such price per Common Share as adjusted from time to time as provided in Section 9 hereof is called the "Warrant Price", and the Warrant Price multiplied by the number of Common Shares purchased simultaneously is hereinafter called the "Purchase Price". 7. Exercise of Warrants. Each Warrant shall entitle the registered holder thereof to purchase from the Company one Common Share at the Warrant Price defined in Section 6 hereof. The Warrants may be exercised from time to time at any time on or before the earlier to occur of 4:00 P.M., New York City time, on June 30, 1999, or 4:00 P.M., New York City time, on the Redemption Date (as defined in Section 10 hereof), in accordance with the provisions of this Section 7. All Warrants which shall not be exercised as herein provided on or before 4:00 P.M., New York City time, on the earlier to occur of June 30, 1999, or the Redemption Date (as defined in Section 10 hereof) shall thereafter be void and of no effect. Subject to the provisions of this Agreement, each registered holder of a Warrant Certificate or Certificates shall have the right to purchase from the Company (and the Company shall issue and sell to such registered holder) all or part of the number of fully paid and non-assessable whole Common Shares purchasable through the exercise of the Warrants represented by such certificate or certificates (subject to adjustments as herein provided), but not any fraction of a share, upon surrender to the Company, at a corporate trust office maintained by or for the Warrant Agent in Charlotte, North Carolina, or the Borough of Manhattan, the City of New York, of such Warrant Certificate or Certificates with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Warrant Agent for the account of the Company of the Purchase Price for the number of Common Shares in respect of which such Warrants are then exercised. The date of exercise of any Warrant shall be deemed to be the date of the receipt by the Warrant Agent of the Warrant Certificate duly filled in and signed and accompanied by proper payment as hereinafter provided. Payment of the Purchase Price shall be made in cash (including certified check or official bank check). Subject to the provisions of Section 11 hereof, upon the exercise of one or more Warrants and payment of the Purchase Price in accordance with the provisions of this Section 7, the Warrant Agent shall requisition from the Transfer Agent for the Common Shares, and shall deliver to or upon the written order of the registered holder of such Warrants, one or more certificates for the Common Share or Shares issuable upon the exercise of such Warrants. Such certificates shall be deemed to have been issued and each person exercising such Warrants shall be deemed to have become a holder of record of such Common Share or Shares as of the date of the exercise of such Warrants and payment of the Purchase Price. The Warrants represented by a Warrant Certificate shall be exercisable, at the election of the registered holder thereof, either as an entirety or as portions thereof from time to time, and, in the event that less than all the Warrants represented by a Warrant Certificate are exercised, a new Warrant Certificate or Certificates will be issued for the remaining number of Warrants specified in the Warrant Certificate so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 7 and of Section 3 hereof of this Agreement. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. After inspection and recording of cancellation of such cancelled Warrant Certificates, they shall be disposed of upon direction by the Company. 8. Fractional Shares. The Company shall not be required to issue fractional Common Shares upon any exercise of Warrants. In any transaction in which Warrants are exercised, the registered holder shall be entitled to purchase as many full shares as are included in the product of the number of Warrants being exercised times the number of shares (including fractions of a share) purchasable upon the exercise of one Warrant. With respect to the remaining fraction of a share, if any, such holder shall be entitled to receive from the Company a cash payment equal to the difference between the market price of the fraction of a Common Share otherwise purchasable (based upon the closing price of the Common Shares on the day preceding the date of such exercise, determined in the same manner as "Current Market Price" is determined pursuant to Section 9 hereof) and the same fraction of the Warrant Price. 9. Adjustments of Warrant Price and Number of Shares Purchasable. The Warrant Price and the number of shares purchasable upon exercise of a Warrant shall be subject to adjustments as follows: (a) Stock Dividends, Split-ups and Combinations of Shares. If after the date hereof the number of outstanding Common Shares is increased by a dividend or share distribution in each case payable in Common Shares or by a split-up or other reclassification of Common Shares, or decreased by a combination or other reclassification of Common Shares, then, in the case of such dividends or share distributions, on the day following the date fixed for the determination of holders of Common Shares entitled to receive such dividend or share distribution, and in the cases of split-ups, combinations and other reclassifications, on the day following the effective date thereof, the Warrant Price in effect immediately prior to such action shall be adjusted to an amount that bears the same relationship to the Warrant Price in effect immediately prior to such action as the total amount of Common Shares outstanding immediately prior to such action bears to the total number of Common Shares outstanding immediately after such action, and the number of Common Shares purchasable upon the exercise of any Warrant shall be the number of Common Shares obtained by multiplying the number of Common Shares purchasable immediately prior to such adjustment upon the exercise of such Warrant by the Warrant Price in effect immediately prior to such adjustment and dividing the product so obtained by the Warrant Price in effect after such adjustment. (b) Distributions. If after the date hereof the Company shall distribute to all holders of its Common Shares evidences of its indebtedness or assets (excluding cash distributions made as a dividend payable out of earnings or out of surplus legally available for dividends under the laws of the jurisdiction of incorporation of the Company) or rights to subscribe to Common Shares expiring more than 45 days after the issuance thereof, then in each such case the Warrant Price in effect immediately prior to such distribution shall be decreased to an amount determined by multiplying such Warrant Price by a fraction, the numerator of which is the Current Market Price (hereinafter defined) at the date of such distribution less the fair market value per Common Share outstanding at such date (as determined by the Board of Directors of the Company, whose determination shall be conclusive, and described in a statement filed with the Warrant Agent) of the assets or evidences of indebtedness so distributed or of such subscription rights and the denominator of which is the Current Market Price at such date. Such adjustment shall be made whenever any such distribution is made, and shall become effective retroactively on the date immediately after the record date for the determination of stockholders entitled to receive such distribution. For the purpose of this subsection, the "Current Market Price" per Common Share at any date shall be deemed to be the average of the daily closing prices for each of the consecutive business days commencing 30 business days before, and terminating on the day before, the day in question. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Shares are listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as reported on National Association of Securities Dealers Automated Quotation System or as furnished by any American Stock Exchange or New York Stock Exchange firm selected from time to time by the Company for the purpose. (c) Reorganization, Reclassification, etc. In case of any capital reorganization, or of any reclassification of the capital shares of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a split-up or combination) or in case of the consolidation or merger of the Company with or into any other corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any change in the Common Shares), or of the sale of the properties and assets of the Company as, or substantially as, an entirety to any other corporation, each Warrant shall after such capital reorganization, reclassification of capital shares, consolidation, merger or sale entitle the holder to purchase the kind and number of shares or other securities or property of the Company, or of the corporation resulting from such consolidation or surviving such merger or to which such sale shall be made, as the case may be, to which such holder would have been entitled if he had held the Common Shares issuable upon the exercise of such Warrant immediately prior to such capital reorganization, reclassification of capital shares, consolidation, merger or sale; and in any case, if necessary, the provisions set forth in this Section 9 with respect to the rights and interests thereafter of the holders of the Warrants shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities or property thereafter deliverable on the exercise of the Warrants. No such consolidation, merger or sale shall be permitted unless the successor corporation shall execute and deliver to the Warrant Agent an Agreement supplemental hereto recognizing the rights of the Warrant holders herein set forth. (d) Calculation to Nearest Cent and One-hundredth of Share. All calculations under this Section 9 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (e) Notice of Adjustment in Warrant Price. Whenever the Warrant Price shall be adjusted as in this Section 9 provided, the Company shall forthwith file with the Warrant Agent a statement, signed by the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, the President or any Vice President of the Company and by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary, stating in detail the facts requiring such adjustment and the Warrant Price that will be effective after such adjustment. The Company shall also cause a notice setting forth any such adjustments to be sent by mail, first class, postage prepaid, to each registered holder of Warrants at his address appearing on the Warrant register. The Warrant Agent shall have no duty with respect to any statement filed with it except to keep the same on file and available for inspection by registered holders of Warrants during reasonable business hours. The Warrant Agent shall not at any time be under any duty or responsibility to any holder of a Warrant to determine whether any facts exist which may require any adjustment to the Warrant Price, or with respect to the nature or extent of any adjustment of the Warrant Price when made or with respect to the method employed in making such adjustment. (f) Other Notices. In case the Company after the date hereof shall propose to take any action of the type described in subsections (b) and (c) of this Section 9, the Company shall give notice to the Warrant Agent and to each registered holder of a Warrant in the manner set forth in subsection (e) of this Section 9, which notice shall specify, in the case of action of the type specified in subsection (b), the date on which a record shall be taken with respect to any such action or, in the case of action of the type specified in subsection (c), the date on which such action shall take place and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Warrant Price and the number, or kind, or class of shares or other securities or property which shall be purchasable upon exercise of a Warrant. Such notice shall be given, in the case of any action of the type specified in subsection (b), at least ten days prior to the record date with respect thereto and, in the case of any action of the type specified in subsection (c), at least ten days prior to the taking of such proposed action. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any such action. Where appropriate, such notice may be given in advance and may be included as part of a notice required to be mailed under the provisions of subsection (e) of this Section 9. (g) No Change in Warrant Terms on Adjustment. Irrespective of any adjustments in the Warrant Price or the number of Common Shares, Warrants theretofore or thereafter issued may continue to express the same prices and number of shares as are stated in the similar Warrants issuable initially, or at some subsequent time, pursuant to this Agreement and the Warrant Price and such number of shares specified thereon shall be deemed to have been so adjusted. (h) Treasury Shares. Common Shares at any time owned by the Company shall not be deemed to be outstanding for the purposes of any computation under this Section 9. 10. Redemption. (a) The Company shall have the right, at its sole option and election made in accordance with this Section 10, to redeem the Warrants, in whole or in part, at any time and from time to time at the prices (referred to herein as the "Redemption Price") set forth in the following table, payable in cash: If redeemed on or prior to Redemption Price per Warrant September 30, 1994 2.21 December 31, 1994 2.31 March 31, 1995 2.41 June 30, 1995 2.53 September 30, 1995 2.65 December 31, 1995 2.77 March 31, 1996 2.90 June 30, 1996 3.03 September 30, 1996 3.18 December 31, 1996 3.32 March 31, 1997 3.48 June 30, 1997 3.64 September 30, 1997 3.81 December 31, 1997 3.99 March 31, 1998 4.18 June 30, 1998 4.37 September 30, 1998 4.57 December 31, 1998 4.79 March 31, 1999 5.01 June 30, 1999 5.24 (b) If less than all Warrants at the time outstanding are to be redeemed, the Warrants to be redeemed shall be selected pro rata. (c) Notice of any redemption of the Warrants pursuant to this Section 10 shall be given by publication in a newspaper of general circulation in the Borough of Manhattan, The City of New York, not less than 10, nor more than 30 days prior to the date fixed for redemption, if the Warrants are listed on any national securities exchange or traded in the over-the-counter market. In any case, a similar notice shall be mailed at least 10, but not more than 30, days prior to the date fixed for redemption to each holder of Warrants to be redeemed, at such holder's address as it appears on the transfer books of the Company maintained by the Warrant Agent. In order to facilitate the redemption of Warrants, the Board of Directors may fix a record date for the determination of Warrants to be redeemed, not more than 20 days prior to the date fixed for such redemption. (d) On the date of any redemption being made pursuant to this Section 10 which is specified in a notice given pursuant to paragraph (c) of this Section 10 (the "Redemption Date"), the Company shall, and at any time after such notice shall have been mailed and before the date of redemption the Company may, deposit for the benefit of the holders of Warrants to be redeemed the funds necessary for such redemption with a bank or trust company in the Borough of Manhattan, The City of New York, or in the City of Jacksonville, in either case having a capital and surplus of at least $25,000,000. Any moneys so deposited by the Company and unclaimed at the end of two years from the date designated for such redemption shall revert to the general funds of the Company. After such reversion, any such bank or trust company shall, upon demand, pay over to the Company such unclaimed amounts and thereupon such bank or trust company shall be relieved of all responsibility in respect thereof and any holder of Warrants to be redeemed shall look only to the Company for the payment of the Redemption Price. In the event that moneys are deposited pursuant to this paragraph (d) in respect of Warrants that are exercised in accordance with the provisions of Section 7, such moneys shall, upon such conversion, revert to the general funds of the Company and, upon demand, such bank or trust company shall pay over to the Company such moneys and shall be relieved of all responsibility to the holders of such converted shares in respect thereof. Any interest accrued on funds deposited pursuant to this paragraph (d) shall be paid from time to time to the Company for its own account. (e) Notice of Redemption having been given as aforesaid, upon the deposit of funds pursuant to paragraph (d) in respect of Warrants to be redeemed pursuant to this Section 10, notwithstanding that any certificates for such Warrants shall not have been surrendered for cancellation, from and after the date of redemption designated in the notice of redemption (i) the Warrants represented thereby shall no longer be deemed outstanding, and (ii) all rights of the holders of Warrants to be redeemed shall cease and terminate, excepting only the right to receive the Redemption Price therefor and the right to exercise such Warrants until the close of business on the second Business Day preceding the date of redemption, in accordance with Section 7. 11. Issue Taxes. The Company will pay all documentary stamp taxes, if any, attributable to the initial issuance of Common Shares upon the exercise of the Warrants; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the transfer or exchange of Warrants or the issue or delivery of any certificates for Common Shares in a name other than that of the registered holder of Warrants in respect of which such shares are issued. 12. Reservation of Shares. The Company shall at all times reserve and keep available out of its authorized but unissued shares, for the purpose of effecting the issuance of shares upon exercise of Warrants, such number of shares of its duly authorized Common Shares as shall from time to time be sufficient to effect the issuance of Common Shares upon exercise of all Warrants at the time outstanding. The transfer agents for the Common Shares are hereby irrevocably authorized and directed at all times to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Company will keep a copy of this Agreement on file with such transfer agents. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from any such transfer agent stock certificates for Common Shares issuable upon exercise of outstanding Warrants. The Company will supply such transfer agents with duly executed stock certificates for such purpose. 13. Mutilated or Missing Warrant Certificates, etc. If any Warrant Certificate shall be mutilated, lost, stolen or destroyed, the Warrant Agent shall deliver a new Warrant Certificate of like tenor and denomination in exchange and substitution therefor upon surrender and cancellation of the mutilated Warrant Certificate or, in the case of a lost, stolen or destroyed Warrant Certificate, upon receipt of evidence satisfactory to the Warrant Agent of the loss, theft or destruction of such Warrant Certificate and, in either case, upon receipt of such indemnity as the Company and the Warrant Agent may reasonably require. Applicants for substitute Warrant Certificates shall also comply with such other reasonable regulations and pay such other reasonable charges as the Company may prescribe. 14. Duties of the Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Warrants, by their acceptance thereof, shall be bound: (a) The statements contained herein and in the Warrant Certificates shall be taken as statements of the Company, and the Warrant Agent assumes no responsibility for the correctness of any of the same except such as describe the Warrant Agent. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Warrant Certificates to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorney, agents or employees, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorney, agents or employees or for any loss to the Company resulting from such neglect or misconduct, provided reasonable care had been exercised in the selection and continued employment thereof. (d) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection by it of such counsel. (e) The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of a Warrant for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (f) The Company agrees to pay to the Warrant Agent compensation for all services rendered by the Warrant Agent in the execution of this Agreement, to reimburse the Warrant Agent for all expenses, counsel fees, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the execution of this Agreement and from and at all times after the date of this Agreement, the Company shall, to the fullest extent permitted by law, indemnify and hold harmless the Warrant Agent and each director, officer, employee, attorney, agent and affiliate of the Warrant Agent (collectively, the "Indemnified Parties") against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys' fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party unless (a) the Company agrees to pay such fees and expenses, or (b) the Company shall fail to assume the defense of such action or proceeding or shall fail, in the reasonable discretion of such Indemnified Party, to employ counsel satisfactory to the Indemnified Party in any such action or proceeding, or (c) the named parties to any such action or proceeding (including any impleaded parties) include both Indemnified Party and the Company, and Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company. All such fees and expenses payable by the Company pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. The obligations of the Company under this Section 14 shall survive any termination of this Agreement and the resignation or removal of the Warrant Agent. (g) The Warrant Agent shall not be obligated to take any legal action or commence any proceeding on behalf of, or at the request of, any party in connection with this Agreement, or to appear in, prosecute or defend any such legal action or proceeding. The Warrant Agent shall incur no liability for delaying performance of its obligations under this Warrant Agreement (a) if there is any dispute between the Company and any warrant holder, stockholder or other person regarding the Warrant Agent's obligations hereunder or if the Warrant Agent is otherwise uncertain of its obligations hereunder, and (b) the Company fails to provide reasonable indemnity and security to the Warrant Agent for any action taken in accordance with the written direction of the Company and its officers as permitted under Section 14(1). (h) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (i) The Warrant Agent shall act hereunder solely as agent and in a ministerial capacity, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or willful misconduct. In no event shall the Warrant Agent or any other Indemnified Party be liable to any person for any incidental, indirect, special or consequential damages. (j) The Warrant Agent may resign, or the Company may discharge the Warrant Agent at any time upon not less than 30 days' prior written notice to the other party. The Company may appoint as successor Warrant Agent any bank or trust company having or maintaining an office in the Borough of Manhattan, City and State of New York. (k) The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or in respect of the validity of any Warrant Certificate; nor shall the Warrant Agent by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Common Shares to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any Common Shares will when issued be validly issued, fully paid and non-assessable or as to the Warrant Price or the number or kind or amount of Common Shares or other securities or property issuable upon the exercise of Warrants. (l) The Warrant Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman of the Board of Directors or the Vice Chairman of the Board of Directors or the President or a Vice President or the Secretary or the Treasurer of the Company, and to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer. (m) From time to time, upon request of the Warrant Agent, the Company will furnish to the Warrant Agent such number of duly executed Warrant Certificates as the Warrant Agent shall require for the purpose of this Agreement. 15. Merger or Consolidation or Change of Name of Warrant Agent. Any corporation into which the Warrant Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party, or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the successor of the Warrant Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In the case of Warrant Certificates which have been countersigned by the Warrant Agent, but not delivered at the time any such successor to the Warrant Agent succeeds to the agency created by this Agreement, any such successor may adopt the countersignature of the original Warrant Agent and deliver such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrants shall have the full force and effect provided in the Warrant Certificates and in this Agreement. In case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrants shall have the full force and effect provided in the Warrant Certificates and in this Agreement. 16. Obtaining of Governmental Approvals and Stock Exchange Listings. The Company will from time to time exercise its best efforts to take all action which may be necessary to obtain and keep effective any and all registrations, permits, consents and approvals of governmental agencies and authorities which may be or become requisite in connection with the issuance, sale, transfer and delivery of the Warrants and the exercise of the Warrants, and the issuance, sale, transfer and delivery of the Common Shares issuable upon exercise of the Warrants, and all action which may be necessary so that such Common Shares, immediately upon their issuance upon the exercise of Warrants, will be listed or entitled to unlisted trading privileges on each securities exchange on which all other Common Shares are then listed or entitled to unlisted trading privileges and on an identical basis. 17. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns hereunder. 18. Registered Holder Deemed Owner. Prior to due presentation of any Warrant Certificate for registration of transfer the Company and the Warrant Agent may deem and treat the person in whose name such Warrant Certificate is registered as the absolute owner for all purposes whatever and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. 19. Cancellation of Warrant Certificates. The Warrant Agent shall cancel any Warrant Certificate delivered to it for exercise, in whole or in part, or delivered to it for registration of transfer or exchange or substitution and shall deliver the same to the Company from time to time or otherwise dispose of the same in accordance with the instructions of the Company. 20. Notices. Any notice pursuant to this Agreement to be given by the Warrant Agent or by the registered holder of any Warrant to the Company shall be sufficiently given if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows: Koger Equity, Inc. 3986 Boulevard Center Drive Jacksonville, Florida 32207 Attention: Office of the Secretary Any notice pursuant to this Agreement to be given by the Company or by the registered holder of any Warrant to the Warrant Agent shall be sufficiently given if given or made in writing at the corporate trust office of the Warrant Agent (until another address is filed in writing by the Warrant Agent with the Company) as follows: First Union National Bank of North Carolina 230 South Tryon Street Charlotte, North Carolina 28288-1154 Attention: Shareholder Services Group Any notice pursuant to this Agreement to be given by the Company or the Warrant Agent to the registered holder of any Warrant shall be sufficiently given if sent by first-class mail, postage prepaid, addressed to the registered holder of any Warrant at such Warrant holder's address as it appears on the Warrant transfer books of the Company maintained by the Warrant Agent. 21. Supplements and Amendments. The Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any holders of Warrants in order to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision herein, or to make any other provisions in regard to matters or questions arising hereunder which the Company and the Warrant Agent may deem necessary or desirable and which shall not, in the sole judgment of the Company (without the advice or consent of the Warrant Agent), adversely affect the interests of the holders of the Warrants. 22. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Florida. IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be executed and delivered as of the day and year first above written. KOGER EQUITY, INC. By President [CORPORATE SEAL] ATTEST: Secretary FIRST UNION NATIONAL BANK OF NORTH CAROLINA By Trust Officer [CORPORATE SEAL] ATTEST: Associate Trust Officer EXHIBIT A VOID AFTER 4:00 P.M., NEW YORK CITY TIME, ON THE EARLIER TO OCCUR OF JUNE 30, 1999 OR THE REDEMPTION DATE AS DEFINED BELOW. KOGER EQUITY, INC. COMMON SHARE PURCHASE WARRANT CERTIFICATE WARRANTS THIS CERTIFIES that , or registered assigns, is the owner of Common Share Purchase Warrants (the "Warrants"), each of which entitles the registered holder thereof (the "Warrant Holder") to purchase one (1) fully paid and non-assessable Common Share, par value $.01 per share, of Koger Equity, Inc. (the "Company"), a Florida corporation, at any time after , 1994 (unless sooner authorized by the Company) and before the earlier to occur of (i) 4:00 P.M., New York City time on June 30, 1999, or (ii) the Redemption Date as defined in Section 10 of the Warrant Agreement defined below, at a price of $8.00 (subject to the adjustments hereinafter referred to), by surrendering this Warrant Certificate, with the form of election to purchase on the back hereof duly executed, at the corporate trust office of First Union National Bank (herein called the "Warrant Agent") or at the office of its successor as Warrant Agent, maintaining in Charlotte, North Carolina or the Borough of Manhattan, City and State of New York, and by paying in full for each share as to which Warrants represented hereby are exercised, and upon compliance with and subject to the conditions set forth in an Amended and Restated Warrant Agreement dated as of , 1994, between the Company and the Warrant Agent (the "Warrant Agreement"). Upon any exercise of Warrants evidenced hereby, the form of election to purchase set forth on the reverse hereof must be properly completed and executed. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof a new Warrant Certificate, in all respects similar to this Warrant Certificate, evidencing the number of Warrants not exercised. The purchase price per Common Share, as adjusted from time to time, is herein called the "Warrant Price" and the Warrant Price multiplied by the number of Common Shares purchased simultaneously is herein called the "Purchase Price". The Purchase Price payable upon exercise of Warrants shall be paid in cash (including certified check or official bank check). The Warrant Agreement provides that upon the occurrence of certain events, the Warrant Price and the number of shares purchasable upon the exercise of each Warrant may, subject to certain conditions, be adjusted. No fraction of a Common Share will be issued upon the exercise of any Warrant. In any transaction in which Warrants are exercised, the registered holder shall be entitled to purchase as many full shares as are included in the product of the number of Warrants being exercised in the transaction times the number of shares (including fractions of a share) purchasable upon exercise of one Warrant. The Company will pay a cash adjustment with respect to the remaining fraction of a share, if any, which such holder would otherwise be entitled to purchase in the transaction. This Warrant Certificate is issued under and the Warrants evidenced hereby are subject to, the terms and provisions contained in the Warrant Agreement, to all the terms and provisions of which the holder of this Warrant Certificate, by acceptance hereof, assents. Reference is hereby made to the Warrant Agreement for a more complete statement of the rights and limitations of rights of the registered holder hereof, the rights and duties of the Warrant Agent and the rights and obligations of the Company thereunder. Copies of the Warrant Agreement are on file at the office of the Warrant Agent. This Warrant Certificate and similar Warrant Certificates when surrendered at the corporate trust office of the Warrant Agent maintained in Charlotte, North Carolina or the Borough of Manhattan, The City of New York (or at the principal office of its successor as Warrant Agent) by the registered holder hereof in person or by attorney duly authorized in writing may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered. Upon due presentation for registration of transfer of this Warrant Certificate at the corporate trust office of the Warrant Agent maintained in Charlotte, North Carolina or the Borough of Manhattan, The City of New York (or at the principal office of its successor as Warrant Agent), a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate the number of Warrants evidenced by this Warrant Certificate shall be issued to a transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith. Prior to due presentment for registration of transfer of this Warrant Certificate, the Company and the Warrant Agent may deem and treat the registered holder hereof as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone other than the Company or the Warrant Agent) for the purpose of any exercise hereof and for notices and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. If this Warrant Certificate shall be surrendered upon exercise of the Warrants evidenced hereby within any period during which the transfer books for the Company's Common Shares are closed for any purpose, the Company shall not be required to make delivery of certificates for Common Shares until the date of the reopening of said transfer books. No Warrant may be exercised after 4:00 P.M., New York City time, on the earlier to occur of June 30, 1999 or the Redemption Date, as defined in Section 10 of the Warrant Agreement, and to the extent not exercised by such time, all Warrants evidenced hereby shall become void. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. WITNESS the facsimile of the corporate seal of the Company and the facsimile signatures of its duly authorized officers. KOGER EQUITY, INC. (Seal) By President Secretary Dated: Countersigned: First Union National Bank of North Carolina as Warrant Agent By Authorized Signature ASSIGNMENT [Form to be Executed only if Warrant Holder Desires to Transfer Warrant Certificate] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: Please insert Social Security or Other Identifying Number of Assignee: the Warrants represented by the within Warrant Certificate and all rights represented thereby and hereby irrevocably constitutes and appoints ___________________________________________________ Attorney to transfer said Warrant Certificate on the books of the within named Company, with full power of substitution in the premises. Dated: [Signature] SIGNATURE GUARANTEED: Notice: The signature on the foregoing Assignment must correspond to the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever and should be guaranteed by a (i) bank, (ii) broker or dealer, (iii) credit union, (iv) national securities exchange or association or clearing agency, or (v) savings association, as those terms are defined in Rule 17Ad-15, as promulgated under the Securities Exchange Act of 1934. PURCHASE FORM TO BE EXECUTED UPON EXERCISE OF WARRANT To: Koger Equity, Inc. c/o First Union National Bank of North Carolina, Warrant Agent: The undersigned holder of the Warrants represented by this Warrant Certificate (1) exercises his right to purchase Common Shares, par value $.01 per share, of Koger Equity, Inc., which the undersigned is entitled to purchase under the terms of this Warrant Certificate, and (2) makes payment in full for the number of Common Shares so purchased by payment of $ cash (including certified check or official bank check). Please issue the certificate for the Common Shares in the name of the undersigned. If the number of Common Shares shall not be all the Common Shares purchasable hereunder, please issue to the undersigned a new Warrant Certificate for the unexercised portion of this Warrant Certificate. Please insert Social Security or other identifying number Dated: Signature (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) EX-15 3 KOGER EQUITY S-3 Exhibit No. 15 July 22, 1994 Koger Equity, Inc. 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, 1994 and 1993, as indicated in our report dated May 6, 1994, which includes an explanatory paragraph relating to uncertainties pertaining to pending litigation and to an indemnity agreement with certain former directors of Koger Properties, Inc.; because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which was included in your Quarterly Report on Form 10-Q for the quarter ended March 31, 1994, is being used in this Registration Statement. We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. DELOITTE & TOUCHE Jacksonville, Florida EX-23 4 KOGER EQUITY S-3 Exhibit 23(a) 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, 1994, which expresses an unqualified opinion and includes an explanatory paragraph relating to uncertainties pertaining to pending litigation and to an indemnity agreement with certain former directors of Koger Properties, Inc., appearing in the Annual Report on Form 10-K of Koger Equity, Inc. for the year ended December 31, 1993 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. DELOITTE & TOUCHE Jacksonville, Florida July 22, 1994 EX-23 5 KOGER EQUITY S-3 Exhibit 23(b) CONSENT OF COUNSEL The Board of Directors Koger Equity, Inc. 3986 Boulevard Center Drive Jacksonville, Florida 32207 Dear Sirs: The undersigned consents to the use of its name under the heading "Legal Opinions" contained in a Prospectus, which is Part I of a Registration Statement on Form S-3 filed by Koger Equity, Inc. (the "Company") for the purpose of registering 372,414 Warrants to purchase 372,414 Shares of the Company's Common Stock, par value $.01 per share. Sincerely, Boling & McCart July 26, 1994 -----END PRIVACY-ENHANCED MESSAGE-----