SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
KILLEARN PROPERTIES, INC.
(Name of Issuer)
Common Stock, par value 0.10
(Title of Class of Securities)
494125 10 7
(CUSIP Number)
Mr. Mark A. Conner, President
Proactive Technologies, Inc.
7118 Beech Ridge Trail
Tallahassee, Florida 32312
(904) 668-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 6, 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
this statement [ ](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).
(1) Names of Reporting Persons Tax Identification Number
Proactive Technologies, Inc. 23-2265039
(2) Check the Appropriate Box if a Member of a Group
a. [ ] b. [ ]
(3) SEC Use Only
(4) Source of Funds WC - OO
(5) Check Box if disclosure of legal proceedings is
required pursuant to Item 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization Delaware
Number of Shares Beneficially
Owned By Each Reporting Person
With: (7) Sole Voting Power 315,250
(8) Shared Voting Power --0--
(9) Sole Dispositive Power 315,250
(10) Shared Dispositive Power --0--
(11 Aggregate Amount Beneficially
Owned By Each Reporting Person 315,250
(12)Check if the Aggregate Amount in Row (11)
Excludes Certain Shares [ ]
(13)Percent of class represented by
amount in Row (11) 21.91%
(14) Type of Reporting Person CO
Item 1. Security and Issuer.
Common stock, par value 0.10 (the Stock)
Killearn Properties, Inc. (Issuer)
100 Eagle's Landing Way
Stockbridge, Georgia 30251
Item 2. Identity and Background.
This statement is being filed by Proactive
Technologies, Inc., a Delaware corporation
(Proactive). Proactive's principal business is the
development of real estate and its principal business
and office address is 7118 Beech Ridge Trail,
Tallahassee, Florida 32312.
Listed below are the names, business addresses
and occupational information for (a) each executive
officer and director of Proactive, (b) each person
controlling Proactive, and (c) each person ultimately
in control of Proactive. During the last five years,
neither Proactive nor, to the best of Proactive's
knowledge, any of the following individuals, been
convicted in a criminal proceeding (excluding traffic
violation or similar misdemeanors), or been a party to
a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was or is subject to 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.
NAME PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT; BUSINESS ADDRESS
Mark A. Conner Chairman of the Board
President and Chief Executive Officer
Proactive Technologies, Inc.
7118 Beech Ridge Trail
Tallahassee, Florida 32312
Robert E. Maloney,
Jr., Esq. Director Corporate Counsel
Proactive Technologies, Inc.
7118 Beech Ridge Trail
Tallahassee, Florida 32312
Mark A. Conner beneficially owns approximately
66% of the outstanding voting securities of Proactive.
Both Mr. Conner and Mr. Maloney are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration.
As reported on the Schedule 13D filed April 25,
1996, Proactive previously purchased 115,700 shares of
the Issuer's Stock. Proactive acquired an additional
199,550 shares of Issuer's Stock in three separate
purchases of 39,400 shares, 81,700 shares, and 78,450
shares, respectively. In each such purchase, for each
share of Issuer's Stock acquired, Proactive issued
four shares of Proactive Common Stock to the
respective seller.
Item 4. Purpose of Transaction.
Pursuant to discussions initiated by Proactive,
Issuer is seeking shareholder approval for a transfer
of approximately 42% of its assets to a newly-formed
wholly owned subsidiary of Issuer (the Subsidiary) and
the subsequent transfer of all of the Subsidiary's
outstanding capital stock to Issuer's largest
shareholder in return for all of that shareholder's
outstanding Stock of Issuer and the cancellation of
that shareholder's option to purchase additional Stock
of Issuer (the Transaction). If the Transaction takes
place, Proactive will beneficially own 35.5% of
Issuer's Stock and become its largest shareholder.
There have been no present changes to the Board of
Directors of Issuer, but Issuer has nominated Mark A.
Conner, President and Chief Executive Officer of
Proactive to its Board of Directors.
In connection with the proposed Transaction,
Proactive has agreed to make a 2 million loan to
Issuer, the proceeds of which will be transferred to
Subsidiary as part of the proposed Transaction. As a
condition of the Loan, if the proposed Transaction is
consummated, two of Issuer's current directors have
agreed to resign as directors, and two nominees of
Proactive (in addition to Mark A. Conner) will become
directors of Issuer.
Proactive and Issuer have agreed to enter into
an agreement under which Proactive will provide sales
personnel, training and techniques, and other
management assistance to Issuer in order to increase
Issuer's sales of residential lots. As a result,
Proactive will exert considerable influence over
Issuer's sales operations.
Except as set forth above, Proactive has no
plans or proposals which would result in or relate to
any of the transactions described in subparagraphs
(a.) through (j.) of item 4 of Schedule 13D.
Item 5.Interest in Securities of Issuer.
a.) At the close of business on August 15,
1996, Proactive beneficially owned 315,250 shares of
Stock, or approximately 21.9% of the 1,438,733 shares
of Stock reported by Issuer to be outstanding as of
March 27, 1996.
b.) Proactive has sole voting and dispositive
power with respect to 315,250 of the shares of Stock
disclosed in Item 5(a.) above.
c.) The following table sets forth the dates,
number of shares and price per share for all
transactions by Proactive in Issuer's Stock during the
lesser of the past 60 days or the most recent filing
on Schedule 13D:
<PAGE>
Date: Number of Shares Acquired: Price Per Share:
August 6, 1996 39,400 4 shares Proactive stock
August 15, 1996 81,700 4 shares Proactive stock
August 15, 1996 78,450 4 shares Proactive stock
d.) Any dividends on the Stock and the proceeds
from the sale thereof will be paid to Proactive. No
other persons, other than the shareholders of
Proactive have the right to receive or the power to
direct the receipt of dividends from, or the proceeds
from the sale of the Stock.
e.) This section is not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities
of the Issuer. NONE
Item 7. Material to be filed as Exhibits.
The following shall be filed as exhibits:
Copies of written agreements related to the
filing of joint acquisition statements as required by
Rule 13d-1(f) (Section 240.13d-1(f)): NONE
Copies of all written agreements, contracts,
arrangements, understandings, plans or proposals
relating to:
(1.) The borrowing of funds to finance the
acquisition as disclosed in Item 3: NONE
(2.) The acquisition of issuer control,
liquidation, sale of assets, merger, or change in
business or corporate structure, or any other matter
as disclosed in Item 4; and: NONE
(3.) The transfer or voting of the securities,
finder's fees, joint ventures, options, puts, calls,
guarantees of loans, guarantees against loss or
profit, or the giving or withholding of any proxy as
disclosed in Item 6: 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.
Dated: August 15, 1996
/s/ Mark A. Conner
Mark A. Conner, President
Proactive Technologies, Inc.
