SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13-D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
KILLEARN PROPERTIES, INC.
(Name of Issuer)
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)
September 5, 1997
(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
(5) Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization Delaware, U.S.A.
Number of (7) Sole Voting Power
Shares 396,396
Beneficially
Owned By (8) Shared Voting Power
Each --0-
Reporting
Person (9) Sole Dispositive Power
With: 396,396
(10) Shared Dispositive Power
--0-
(11) Aggregate Amount Beneficially
Owned By Each Reporting Person 396,396
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions) [ ]
(13) Percent of class represented by amount in Row (11) 44.67%
(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 30281.
Item 2. Identity and Background.
(a.) (b.) (c.) (f.) This statement is being filed by Proactive
Technologies, Inc., a Delaware corporation ( "Proactive"), with its principal
place of business located at 7118 Beech Ridge Trail, Tallahassee, Florida
32312. Its principal business is the development of real estate.
(d.) (e.) 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 (5) years,
neither Proactive nor, to the best of Proactive's knowledge, any of the
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 & BUSINESS ADDRESS
James A. Preiss Chief Executive Officer
Director
Proactive Technologies, Inc.
7118 Beech Ridge Trail
Tallahassee, FL 32312
Mark A. Conner Chairman of the Board
President
Proactive Technologies, Inc.
7118 Beech Ridge Trail
Tallahassee, Florida 32312
Langdon S. Flowers, Jr. Director
Proactive Technologies, Inc.
329 North Broad Street
Thomasville, GA 31799
Marshall R. Cassedy, Jr. Director
Proactive Technologies, Inc.
2012-D North Point Blvd.
Tallahassee, FL 32308
Ben S. Branch Director
Proactive Technologies, Inc.
School of Management
Finance Department
University of Massachusetts
Amherst, MA 01003
Robert E. Maloney, Jr., Esq. Director
Corporate Counsel
Proactive Technologies, Inc.
7118 Beech Ridge Trail
Tallahassee, Florida 32312
Mark A. Conner and Mr. Preiss each beneficially own approximately 23.195% of
the outstanding voting securities of Proactive. Mr. Flowers beneficially
owns approximately 16.56% of the outstanding voting securities of Proactive.
All directors and officers of the Company are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration.
As previously reported on the Schedule 13D filed April 25, 1996, Proactive
purchased 115,700 shares of the Issuer's stock. As reported on the Schedule
13D filed August 15, 1996, Proactive acquired an additional 199,750 shares
of Issuer's stock in three separate purchases of 39,600 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. As reported on July 16, 1997 on Schedule 13D/A on
November 16, 1996, Proactive entered into an Agreement to rescind the original
acquisition of one of the purchases for 81,700 shares of the Issuer's common
stock in exchange for the return for 326,800 shares of Proactive voting stock;
and on June 24, 1997, Proactive purchased an additional 17,000 shares of the
Issuer's stock in the open market, which gave Proactive 250,750 shares or
28.26% ownership of the Issuer's stock. The funds used for this acquisition
came from Proactive's working capital.
On July 29, 1997, Proactive entered into an agreement to purchase Twenty
Thousand (20,000) Shares of Issuer's stock from James H. and Georgia P. Dahl
in exchange for Ninety Two Thousand Five Hundred Dollars and No Cents
($92,500.00), and to purchase Thirty Four Thousand Nine Hundred (34,900)
shares of Issuer's stock from James H. Dahl, IRA in exchange for One Hundred
Sixty One Thousand Four Hundred Twelve Dollars and 50/100 Cents ($161,412.50).
The funds for this purchase were obtained from a loan from First Community
Bank in Stockbridge, Georgia for the purpose of acquiring these securities.
On September 4, 1997, Proactive acquired an additional Fifty Eight
Thousand Seven Hundred Forty Six (58,746) shares of Issuer's stock in a
transaction with J.T. Williams, Jr., whereby for each share of Issuer's stock,
Proactive issued five shares of Proactive Common Stock.
On September 4, 1997, Proactive acquired an additional Thirty Two Thousand
(32,000) shares of Issuer's stock in exchange for the purchase price of
$197,849.92.
Item 4. Purpose of Transaction.
The purpose of the transaction is to acquire additional shares of Issuer's
stock in an effort to gain majority control of Issuer. At present, PTE's
Board has authorized the acquisition of an additional Seventy Five Thousand
(75,000) shares of Issuer's stock, depending on market conditions, and the
state of affairs of Proactive.
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 13-d.
Item 5. Interest in Securities of Issuer.
a.) At the close of business on September 4, 1997, Proactive
Technologies, Inc. Proactive Technologies, Inc. beneficially owned 396,396
shares of Stock, or approximately 44.67% of the 887,412 shares of common stock
reported by the Company to be outstanding as of April 30, 1997.
b.) Proactive Technologies, Inc. has sole voting and dispositive power
with respect to 396,396 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 in the Company's common stock effected by
Proactive Technologies, Inc. during the twenty (20) days preceding the date
of this Schedule 13D/A, all of which consisted of the acquisition of a total of
54,900 shares of the Issuer's common stock, as described above in Item 3,
and the acquisition of 90,746 shares of the Issuer's common stock, as
described above in Item 3.
Date: Number of Shares Acquired Price Per Share
July 29, 1997 54,900 $ 4.625
September 4, 1997 58,746 5 shares of PTE stock
September 4, 1997 32,000 $ 197,849.92
d.) Any dividends on the Shares and the proceeds from the sale thereof
will be paid to Proactive Technologies, Inc. No other persons, other than
the shareholders of Proactive Technologies, Inc., 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.) This section is 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 Proactive Technologies, Inc. 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. Further, there are no
securities of the Company which are pledged or otherwise are subject to a
contingency the occurrence of which gives another person or entity voting
power or investment power over such securities.
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: See Attached Exhibit "A" - Letter of Agreement ;
Exhibit "B" - Stock Exchange Agreement; and Exhibit "C" - Stock Purchase
Agreement
(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
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: September 5, 1997
/s/ Anne Dechman, Secretary /s/ Mark A. Conner
ATTEST: Anne Dechman, Secretary Mark A. Conner, President
Proactive Technologies, Inc. Proactive Technologies, Inc.
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: September 5, 1997
ATTEST: Anne Dechman, Secretary Mark A. Conner, President
Proactive Technologies, Inc. Proactive Technologies, Inc.
