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)
June 24, 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).
CUSIP No. 494125 10 7
________________________________________________________________________
(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
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(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 250,750
Beneficially
Owned By (8) Shared Voting Power
Each 0
Reporting
Person (9) Sole Dispositive Power
With: 250,750
(10) Shared Dispositive Power
--0--
_________________________________________________________________________
(11) Aggregate Amount Beneficially
Owned By Each Reporting Person 250,750
_________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (see instructions) [ ]
_________________________________________________________________________
(13) Percent of class represented by amount in Row (11) 28.26%
_________________________________________________________________________
(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
listed below have 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.
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.
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.
Item 4. Purpose of Transaction.
The purpose of the transaction is to acquire additional shares of Issuer's
stock as part of the proposed business combination between Issuer and
Proactive. At present there are no specific plans or proposals to acquire any
additional securities of the Issuer by Proactive. However, Proactive, may,
from time to time, depending upon market conditions, Proactive's financial
condition, the state of affairs of the Proactive and the business in which it
is engaged, as well as other factors, intend to acquire additional securities
of Issuer.
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 June 27, 1997, Proactive Technologies,
Inc. beneficially owned 250,750 shares of Stock, or approximately 28.26% 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 250,750 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 two hundred ten (210) days preceding
the date of this Schedule 13D, all of which consisted of the rescission of a
total of 81,700 shares of the Issuer's common stock, as described above in
Item 3, and the acquisition of 17,000 shares of the Issuer's common stock, as
described above in Item 3.
Date: Number of Shares Liquidated Price Per Share
December 5, 1996 81,700 4 shares PTE stock
Date: Number of Shares Acquired Price Per Share
June 24, 1997 17,000 $ 5.13
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. Approximately 150,000
shares of the Issuer's stock held by Proactive secure a loan from a third
party lender in the approximate amount of $500,000.
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" - Rescission 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: July 9 , 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: July 9 , 1997
_______________________________ _______________________________
ATTEST: Anne Dechman, Secretary Mark A. Conner, President
Proactive Technologies, Inc. Proactive Technologies, Inc.
EXHIBIT "A"
RECISION AGREEMENT
This Recision Agreement is entered into this 16th day of November, 1996
by and among Proactive Technologies, Inc., a Delaware corporation ("PTEK") and
James H. Dahl, Georgia P. Dahl and Rock Creek Partners, Ltd., a Florida
limited partnership (the "Dahl Group").
PREAMBLE
PTEK and the Dahl Group entered into that certain Stock Purchase
Agreement dated the 20th day of May, 1996, as amended, (the "Agreement") and
the transactions described in the Agreement were closed in August, 1996. PTEK
and the Dahl Group now desire to rescind the Agreement and the transactions
closed pursuant to the Agreement.
Now, therefore, PTEK and the Dahl Group hereby agree as follows:
1. The Agreement and the transactions closed pursuant to the
Agreement are hereby rescinded.
2. PTEK, within 10 days, will transfer to the Dahl Group 81,700
shares of voting Common Stock of Killearn Properties, Inc. (The "Company").
3. The Dahl Group hereby authorizes PTEK to cancel 326,800 shares of
Common Stock of PTEK delivered to the Dahl Group at Closing in exchange for
the shares of the Company. Each member of the Dahl Group hereby agrees to
deliver to PTEK within ten (10) days of the date hereof the share certificates
representing the shares of PTEK transferred to it pursuant to the Agreement.
4. The Dahl group and PTEK hereby rescind any agreement regarding
registration pertaining to the PTEK shares previously delivered to the Dahl
Group.
5. PTEK hereby represents and warrants to the Dahl Group that the
shares of the Company transferred to the Dahl Group pursuant to this Agreement
are free and clear of any lien, claim or encumbrance.
6. Each member of the Dahl Group represents and warrants to PTEK that
the shares of PTEK to be delivered by it to PTEK will be free and clear of any
lien, claim or encumbrance when delivered.
7. The Dahl Group hereby represents that it agrees with all decisions
PTEK and Mark A. Conner made relative to Killearn Properties, Inc. Through
this date and release PTEK and Killearn & Conner of any and all liability
associated with said transaction.
Dated this 16th day of November, 1996.
Proactive Technologies, Inc.
By: /s/ Mark A. Conner
____________________________
Its President
Rock Creek Partners, Ltd.
By: /s/ James H. Dahl
_____________________________
Its General Partner
/s/ James H. Dahl
______________________________
James H. Dahl, individually
and on behalf of the James H.
Dahl IRA
/s/ Georgia P. Dahl
______________________________
Georgia P. Dahl
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