UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
KOGER EQUITY, INC.
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
--------------------------------------
(Title of Class of Securities)
500228101
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(CUSIP Number)
Louis Vitali, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York New York 10022
(212) 872-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 23, 2001
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Sections 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 64 Pages
Exhibit Index: Page 8
SCHEDULE 13D
CUSIP No. 500228101 Page 2 of 64 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Apollo Real Estate Investment Fund II, L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not applicable
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares 5,733,772
Beneficially 8 Shared Voting Power
Owned By 0
Each 9 Sole Dispositive Power
Reporting 5,733,772
Person 10 Shared Dispositive Power
With 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,733,772
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13 Percent of Class Represented By Amount in Row (11)
21.38%
14 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13D
CUSIP No. 500228101 Page 3 of 64 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Apollo Real Estate Advisors II, L.P.
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not applicable
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares 5,733,772
Beneficially 8 Shared Voting Power
Owned By 0
Each 9 Sole Dispositive Power
Reporting 5,733,772
Person 10 Shared Dispositive Power
With 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,733,772
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13 Percent of Class Represented By Amount in Row (11)
21.38%
14 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13D
CUSIP No. 500228101 Page 4 of 64 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
AREIF II Realty Trust, Inc.
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not applicable
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]
6 Citizenship or Place of Organization
Maryland
Number of 7 Sole Voting Power
Shares 5,733,772
Beneficially 8 Shared Voting Power
Owned By 0
Each 9 Sole Dispositive Power
Reporting 5,733,772
Person 10 Shared Dispositive Power
With 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,733,772
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13 Percent of Class Represented By Amount in Row (11)
21.38%
14 Type of Reporting Person (See Instructions)
CO
Page 5 of 64 Pages
This Amendment No. 8 on Schedule 13D amends and supplements the
Schedule 13D, dated June 25, 1996; as amended by Amendment No. 1, dated August
15, 1996; Amendment No. 2, dated October 10, 1996; Amendment No. 3, dated
October 31, 1996; Amendment No. 4, dated March 26, 1997; Amendment No. 5, dated
April 28, 1997; Amendment No. 6, dated December 17, 1997; and Amendment No. 7,
dated December 17, 1997 (collectively, the "Initial Statement") filed by Apollo
Real Estate Investment Fund II, L.P. ("AREIF II"), Apollo Real Estate Advisors
II, L.P. ("AREA II") and AREIF II Realty Trust, Inc. ("Realty Trust"). AREIF II,
AREA II and Realty Trust are sometimes collectively referred to herein as the
"Reporting Persons." Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Initial Statement. The Initial Statement is
supplementally amended as follows.
Item 1. Security and Issuer.
This statement relates to shares of common stock common stock, $.01
par value per share (the "Common Stock"), of Koger Equity, Inc., a Florida
corporation (the "Company"), which has its principal executive offices at 433
Plaza Real, Suite 335, Boca Raton, Florida 33432.
Item 3. Source and Amount of Funds or Other Consideration.
The first paragraph of Item 3 is hereby amended and supplemented to
add the following:
Since the date of the last filing by the Reporting Persons on Schedule
13D, Realty Trust acquired an additional 173,877 shares of Common Stock pursuant
to the Company's dividend reinvestment plan. The source of funds used to acquire
beneficial ownership of such shares of Common Stock was reinvestment of the
Company's dividends received by Realty Trust.
Item 5. Interest in Securities of the Issuer.
Paragraphs (a) and (b) of Item 5 are hereby amended and restated in
their entirety as follows:
(a) and (b) As of the date hereof, the Reporting Persons are deemed to
beneficially own an aggregate of 5,733,772 shares of the Common Stock, which
constitutes approximately 21.38% of the Common Stock outstanding.*
Realty Trust owns, directly, 5,733,772 shares of Common Stock, as to
which it has sole voting and dispositive power. AREIF II owns indirectly
(through Realty Trust), 5,733,772 shares of Common Stock, as to which it has
sole voting and dispositive power. AREA II, the managing general partner of
AREIF II, is deemed to beneficially own and to have sole voting and dispositive
power over such 5,733,772 shares of Common Stock.
Paragraph (c) of Item 5 is hereby amended to include the following:
(c) Except as described in Item 6 below, there have been no
transactions effected with respect to the shares of Common Stock since June 28,
2001 (60 days prior to the date hereof) by any of the Reporting Persons.
* All calculations of beneficial ownership in this Schedule 13D are
based on there being 26,815,649 shares of Common Stock outstanding as of July
31, 2001, as disclosed in the Company's Quarterly Report of Form 10-Q for the
period ended June 30, 2001.
Page 6 of 64 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
This Item 6 is hereby supplementally amended to include the following:
On August 23, 2001, Realty Trust entered into a Purchase and Sale
Agreement (the "Agreement") with the Company, pursuant to which Realty Trust
agreed to purchase from the Company and the Company agreed to sell to Realty
Trust, on the terms and conditions set forth in the Agreement (the "Sale"), a
portfolio of suburban office parks, consisting of 75 office buildings, and one
retail center consisting of seven buildings (collectively, the "Property"),
located in Alabama, Texas, North Carolina and South Carolina, for a purchase
price of (a) $208,259,648; (b) the 5,733,772 shares of Company Common Stock
owned by Realty Trust; and (c) a membership interest in the wholly-owned
subsidiary of Realty Trust acquiring the Property. Under the terms of the
Agreement, the Company has the right to market the Property for a period of
ninety days pursuant to which other bidders may submit competing offers to
purchase the Property. Accordingly, there is no certainty that the Sale will be
consummated. If the Sale is consummated, Realty Trust will no longer own and the
other Reporting Persons will cease to own any shares of Company Common Stock. A
copy of the Agreement is attached hereto as Exhibit 1 and is incorporated herein
by reference.
The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by the terms of the Agreement, which
are incorporated herein by reference.
Except as set forth above, the Reporting Persons do not have any
contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
The Exhibit Index is incorporated herein by reference.
Page 7 of 64 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: August 27, 2001 APOLLO REAL ESTATE INVESTMENT FUND II, L.P.
By: Apollo Real Estate Advisors II, L.P.,
its General Partner
By: Apollo Real Estate Capital Advisors II, Inc.,
its General Partner
By: /S/ MICHAEL D. WEINER
------------------------------
Name: Michael D. Weiner
Title: Vice President
APOLLO REAL ESTATE ADVISORS II, L.P.
By: Apollo Real Estate Capital Advisors II, Inc.,
its General Partner
By: /S/ MICHAEL D. WEINER
----------------------------------------
Name: Michael D. Weiner
Title: Vice President
AREIF II REALTY TRUST, INC.
By: /S/ MICHAEL D. WEINER
----------------------------------------
Name: Michael D. Weiner
Title: Vice President
Page 8 of 64 Pages
EXHIBIT INDEX
Page No.
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1. Purchase and Sale Agreement, dated as of August 23, 2001, by
and between Koger Equity, Inc. and AREIF II Realty Trust,
Inc.......................................................... 9