OMB Approval
OMB 3235-0145
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
August 8, 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 the 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).
(Continued on following page(s))
SEC 1746 (9-82)
<PAGE>
13D
CUSIP NO. 494125 10 7 Page 2 of 5 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*
N/A
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 -0-
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
-0-
EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
-0-
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
This amended Schedule 13D relates to the sale of 56,900 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 amended 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.
Not applicable.
Item 4. Purpose of Transaction.
The Shares that are the subject of this report were held by an
investment partnership, Rock Creek Partners, Ltd., a Florida limited
partnership (the "Partnership") of which Mr. Dahl is the Managing General
Partner, and 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 (collectively and together with the Partnership, the
"Accounts"). The Shares were acquired for, and sold for, investment
purposes.
Item 5. Interest in Securities of the Issuer
(a) and (b) Pursuant to Rule 13d-3, Mr. Dahl does not beneficially
own any shares of common stock of the Company following the sale of 56,900
Shares described in Item 5(c) below.
(c) On August 1, 1997, all 56,900 shares of Company common stock
held by the Accounts were repurchased by the Company at a price of $4.625
per share. There have been no other transactions effected by Mr. Dahl in
the Company's stock since the date of Mr. Dahl's most recent 13D filing.
(d) The proceeds from the sale of the Shares will be paid to the
Accounts. No other persons have the right to receive or the power to
direct the receipt of 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.
Not applicable.
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: August 11, 1997
