OMB Approval
OMB 3235-0145
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
KILLEARN PROPERTIES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
494125 10 7
(CUSIP Number)
James H. Dahl, 1200 Riverplace Blvd., Ste 920, Jacksonville, FL 32207,
(904) 393-9020
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 4, 1996
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box /__/.
Check the following box if a fee is being paid with the statement /X/. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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 6 Pages
SEC 1746 (9-82)
<PAGE>
13D
CUSIP NO. 494125 10 7 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James H. Dahl
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /__/
(b) /__/
N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING PURSUANT TO
ITEMS 2(d) or 2(e) /__/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF
SHARES 53,700
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 20,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 53,700
WITH
10 SHARED DISPOSITIVE POWER
20,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
This Schedule 13D relates to 73,700 shares of common stock (the
"Shares") of Killearn Properties, Inc. (the "Company"). The principal
executive offices of the Company are located at 100 Eagle's Landing Way,
Stockbridge, Georgia 30281.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed by James H. Dahl.
(b) Mr. Dahl's business address is 1200 Riverplace Boulevard, Suite
902, Jacksonville, Florida 32207.
(c) Mr. Dahl's present principal occupation is President of James
Dahl & Company, Inc., a private investment firm. The business address of
James Dahl & Company, Inc. is 1200 Riverplace Boulevard, Suite 902,
Jacksonville, Florida 32207.
(d) During the last five years, Mr. Dahl has not been convicted in
any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mr. Dahl has not been a party to any
civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
(f) Mr. Dahl is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Funds in the aggregate amount of $429,745.00 were used to purchase
the Shares. The Shares were purchased by Mr. Dahl and members of his
family through various accounts over which Mr. Dahl may be deemed to have
sole or shared voting and investment power, and by an investment
partnership, Rock Creek Partners, Ltd., a Florida limited partnership, of
which Mr. Dahl is the Managing General Partner (collectively, the
"Accounts"). The sources of funds used to purchase the Shares were
personal funds of Mr. Dahl, members of his family, and the investment
partnership of which Mr. Dahl is the Managing General Partner.
Item 4. Purpose of Transaction.
The Shares have been acquired for, and are being held for, investment
purposes. Mr. Dahl may cause the Accounts to acquire additional shares
from time to time in the open market based on factors such as the
Company's financial condition, results of operations and future prospects,
the market value of the Company's common stock, other available investment
opportunities, and general economic and market conditions. Depending on
such factors, Mr. Dahl may determine at some time to cause the Accounts to
dispose of all or a portion of the Shares.
Mr. Dahl has no present plans or proposals which relate to or would
result in:
(a) The acquisition by any person of additional securities of the
Company or the disposition of securities of the Company, except as set
forth above;
(b) An extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Company, including any plans or proposals to change the number of term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Any changes in the Company's charter, bylaws, or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) and (b) Pursuant to Rule 13d-3, Mr. Dahl is deemed to be the
beneficial owner of all 73,700 Shares which represent approximately 5.1%
of the 1,438,733 shares of common stock reported by the Company to be
outstanding as of March 27, 1996.
(c) The following table sets forth the dates, number of shares and
per share price for all transactions in the Company's common stock
effected by Mr. Dahl during the 60 days preceding the date of this
Schedule 13D, all of which consisted of purchases made for the Accounts
through brokers in open market transactions:
Number of Shares
Date Purchased Price per Share
February 21, 1996 5,000 6.250
February 21, 1996 5,000 6.375
February 21, 1996 3,000 6.438
February 27, 1996 2,000 6.250
February 27, 1996 2,000 6.375
April 4, 1996 2,000 6.000
April 8, 1996 500 6.000
April 8, 1996 1,000 5.875
(d) Any dividends on the Shares and the proceeds from the sale
thereof will be paid to the Accounts, based on the relative number of
shares owned by each. No other persons have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among Mr. Dahl and any other persons with respect to
any securities of the Company, including but not limited to transfer or
voting of any securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
/s/ James H. Dahl
James H. Dahl
DATE: April 15, 1996
