OMB Approval
OMB 3235-0145
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
(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)
June 19, 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)
13D
CUSIP NO. 494125 10 7 Page 2 of 6 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 36,900
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
20,000
EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
36,900
WITH
10 SHARED DISPOSITIVE POWER
20,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.41%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
This amended Schedule 13D relates to 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. The Shares were acquired for, and sold for, investment purposes.
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
continue to hold shares of the Company's common stock (collectively and
together with the Partnership, the "Accounts"). Mr. Dahl may cause the
Accounts to acquire additional shares from time to time in the open market
based on factors such as the Company's financial condition, results of
operations and future prospects, the market value of the Company's common
stock, other available investment opportunities, and general economic and
market conditions. Depending on such factors, Mr. Dahl may determine at
some time to cause the Accounts to dispose of all or a portion of the
Shares.
Mr. Dahl has no present plans or proposals which relate to or would
result in:
(a) The acquisition by any person of additional securities of the
Company or the disposition of securities of the Company, except as set
forth above;
(b) An extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Company, including any plans or proposals to change the number of term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Any changes in the Company's charter, bylaws, or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) and (b) Pursuant to Rule 13d-3, Mr. Dahl is deemed to be the
beneficial owner of all 56,900 Shares which represent approximately 6.4%
of the 887,412 shares of common stock reported by the Company to be
outstanding as of June 30, 1997.
(c) The following table sets forth the dates, number of shares and
per share price for all transactions in the Company's common stock
effected by Mr. Dahl during the 60 days preceding the date of this amended
Schedule 13D, all of which consisted of sales made for the Partnership
through brokers in open market transactions:
Date Number of Shares Sold Price per Share
June 19, 1997 500 6.500
June 19, 1997 4,500 5.250
June 19, 1997 15,000 5.000
June 25, 1997 4,500 4.750
June 25, 1997 500 4.875
June 26, 1997 1,000 4.750
July 7, 1997 1,000 4.750
July 8, 1997 3,000 4.750
July 11, 1997 6,800 4.500
(d) The proceeds from the sale of the Shares will be paid to the
Partnership. 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.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among Mr. Dahl 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.
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: July 14, 1997
