SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13-D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
KILLEARN PROPEERTIES, 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)
October 11, 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 406,176
Beneficially
Owned By (8) Shared Voting Power
Each --0--
Reporting
Person (9) Sole Dispositive Power
With: 406,176
(10) Shared Dispositive Power
--0--
(11) Aggregate Amount Beneficially
Owned By Each Reporting Person 406,176
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (see instructions) [ ]
(13) Percent of class represented by amount in Row (11) 45.77%
(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
22.59% of the outstanding voting securities of Proactive. Mr. Flowers
beneficially owns approximately 16.8% of the outstanding voting
securities of Proactive. Combined, all officer, directors, and
beneficial owners of Proactive own approximately 72.36% of the Company.
All directors and officers of the Company are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration.
On October 10, 1997, Proactive acquired an additional Nine Thousand
Seven Hundred Eighty (9,780) shares of Issuer's stock in a transaction
with one shareholder for total cash of Seventy Three Thousand Three
Hundred Fifty Dollars and No Cents ($73,350.00).
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
Sixty Five Thousand (65,000) 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 October 10, 1997, Proactive
Technologies, Inc. Proactive Technologies, Inc. beneficially owned
406,176 shares of Stock, or approximately 45.77% of the 887,412 shares
of common stock reported by the Company to be outstanding as of July 31,
1997.
b.) Proactive Technologies, Inc. has sole voting and
dispositive power with respect to 406,176 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 9,780 shares of the Issuer's common stock, as
described above in Item 3.
Date: Number of Shares Acquired Price Per Share
October 11, 1997 9,780 $ 7.50
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: 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: October 21, 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: October 21, 1997
ATTEST: Anne Dechman, Secretary Mark A. Conner, President
Proactive Technologies, Inc. Proactive Technologies, Inc.
