UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
KOGER EQUITY, INC.
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(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
--------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 12, 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 ss.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 pages
Page 1 of 6 Pages
SCHEDULE 13D
CUSIP No. 500228101 Page 2 of 6 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 0
Beneficially 8 Shared Voting Power
Owned By 0
Each 9 Sole Dispositive Power
Reporting 0
Person 10 Shared Dispositive Power
With 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13D
CUSIP No. 500228101 Page 3 of 6 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 0
Beneficially 8 Shared Voting Power
Owned By 0
Each 9 Sole Dispositive Power
Reporting 0
Person 10 Shared Dispositive Power
With 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13D
CUSIP No. 500228101 Page 4 of 6 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 0
Beneficially 8 Shared Voting Power
Owned By 0
Each 9 Sole Dispositive Power
Reporting 0
Person 10 Shared Dispositive Power
With 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
CO
Page 5 of 6 Pages
This Amendment No. 9 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; Amendment No. 7, dated
December 17, 1997; and Amendment No. 8, dated August 23, 2001 (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, $.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 5. Interest in Securities of the Issuer.
(a) and (b) As of the date hereof, the Reporting Persons may not be
deemed to beneficially own any shares of Common Stock.
(c) Except as described in Item 6 below, there have been no
transactions effected with respect to the Common Stock since October 15, 2001
(60 days prior to the date hereof) by any of the Reporting Persons.
(d) Not applicable.
(e) As of December 12, 2001, the Reporting Persons ceased to be the
beneficial owners of more than five percent of the Common Stock.
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 and the Company entered into a
Purchase and Sale Agreement (the "Agreement"), a copy of which was previously
filed as Exhibit 1 to the Schedule 13D Amendment No. 8 filed by the Reporting
Persons on August 27, 2001 and is incorporated herein by reference in response
to this Item 6. Pursuant to the Agreement, on December 12, 2001, an affiliate of
Realty Trust purchased from the Company and the Company sold to an affiliate of
Realty Trust a portfolio of suburban office parks, consisting of 75 office
buildings, and one retail center consisting of seven buildings, located in
Alabama, Texas, North Carolina and South Carolina, for an aggregate price of
approximately $303 million, including (a) approximately $207 million in cash;
(b) the 5,733,772 shares of Common Stock owned by Realty Trust; and (c) an
indirect interest in such affiliate.
On December 12, 2001, the transactions contemplated by the Agreement
were consummated. As a result, the Reporting Persons no longer beneficially own
any shares of Common Stock.
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 Company.
Page 6 of 6 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: December 14, 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,
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