SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JANUARY 31, 2002
KOGER EQUITY, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA
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(State or other jurisdiction of incorporation)
1-9997 59-2898045
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(Commission File Number) (IRS Employer Identification No.)
433 PLAZA REAL, SUITE 335
BOCA RATON, FLORIDA 33432
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(Address of principal executive offices) (Zip Code)
(561) 395-9666
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 31, 2002, Koger Equity, Inc. (the "Company") acquired Three Ravinia
Drive (the "Property"), an 805,972 square foot office building located in
Atlanta, Georgia, for approximately $125 million. The funds required for this
acquisition were drawn from the Company's existing cash reserves and from its
secured revolving credit facility. The Property was acquired from Ravinia III
Associates, Limited Partnership, a Georgia limited partnership, an unrelated
third party. Reference is made to the Company's Form 8-K, dated January 8,
2002, which disclosed that the Company had entered into a contract to purchase
the Property, which Form 8-K is incorporated herein by reference.
The Company considered various factors in determining the price to be paid for
this acquisition. Factors considered included the nature of the tenants and
terms of leases in place, opportunities for alternative and new tenancies,
historical and expected cash flows, occupancy rates, current operating costs on
the Property and anticipated changes therein under Company ownership, the
physical condition and location of the Property, the need for capital
improvements, the anticipated effect on the Company's financial results, and
other factors. The Company took into consideration capitalization rates at
which it believed other comparable properties had recently sold. However, the
Company determined the price it was willing to pay primarily on the factors
discussed above relating to the Property itself and its fit into the Company's
existing operations. No separate independent appraisal was obtained in
connection with this acquisition. The Company, after investigation, is not
aware of any material factors, other than those discussed above, that would
cause the financial information reported not to be necessarily indicative of
future operating results. The Company intends to lease office space in the
Property to tenants and manage the Property as it does the other office
buildings contained in its portfolio.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Listed below are the financial statements, pro forma financial information and
exhibits, if any, filed as part of this report.
(a) Financial Statements of Real Estate Acquired.
The Company has engaged an independent accounting firm to
audit the Property's Statement of Revenues and Certain
Expenses for the year ended December 31, 2001. This Statement
was prepared in accordance with Rule 3-14 of Regulation S-X
of the Securities and Exchange Commission. Upon the
completion of the audit and within 75 days of the reportable
event described above, the Company will file the audited
Statement as an amendment to Form 8-K.
(b) Pro Forma Financial Statements.
The Company is currently developing unaudited pro forma
financial statements including (i) the Company's pro forma
balance sheet as of December 31, 2001, as if the acquisition
occurred on December 31, 2001, (ii) the Company's pro forma
statement of operations for the year ended December 31, 2001,
as if the acquisition occurred on January 1, 2001, and (iii)
a pro forma statement of estimated taxable operating results
and estimated cash to be made available by operations of the
Company for the year ended December 31, 2001, as if the
acquisition occurred on January 1, 2001. Within 75 days of
the reportable event described above, the Company will file
the pro forma financial statements as an amendment to Form
8-K.
(c) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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99(a) Koger Equity, Inc. News Release, dated January 8, 2002, which is Exhibit 99(a) to the
Company's Current Report on Form 8-K, dated January 8, 2002, is incorporated by
reference herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
KOGER EQUITY, INC.
Dated: February 8, 2002 By: /s/ JAMES L. STEPHENS
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James L. Stephens
Title: Vice President and
Chief Accounting Officer
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EXHIBIT INDEX
The following designated exhibit is filed herewith:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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99(a) Koger Equity, Inc. News Release, dated January 8, 2002, which is Exhibit 99(a) to
the Company's Current Report on Form 8-K, dated January 8, 2002, is incorporated
by reference herein.
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