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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Killearn Properties, Inc.
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(Name of Issuer)
Common Stock, Par Value $.10 per share
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(Title of Class of Securities)
494125707
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(CUSIP Number)
James M. Baker
The Wimberly Investment Fund, L.P.
Suite 300
3000 Corporate Center Drive
Morrow, Georgia 30260
(770) 968-1900
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 28, 1998
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(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 / /.
*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))
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CUSIP No. 494125707 13D
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
The Wimberly Investment Fund, L.P.
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
Georgia
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Number of Shares (7) Sole Voting
Beneficially Owned Power 315,430
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 0
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(9) Sole Dispositive
Power 315,430
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(10) Shared Dispositive
Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
315,430
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
35.5%
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(14) Type of Reporting Person*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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This Amendment No. 1 (the "Amendment") modifies and amends the
Statement on Schedule 13D filed on January 26, 1998 (the "Schedule 13D") on
behalf of The Wimberly Investment Fund, L.P. ("Wimberly") relating to the
Common Stock, par value $.10 per share (the "Common Stock"), of Killearn
Properties, Inc. ("Issuer").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
On January 28, 1998, Wimberly purchased 26,780 shares of Issuer's Common
Stock from Proactive Technologies, Inc. ("Proactive"), in a private
foreclosure sale conducted by Killearn, Inc., as a secured creditor of
Proactive. Proactive consented to the foreclosure sale to Wimberly at a
purchase price of $7.25 per share of Common Stock. Wimberly financed the
acquisition of the 26,780 shares of Common Stock with a one-year 8.5% loan of
the purchase price from Killearn, Inc., secured by a pledge of such shares of
Common Stock to Killearn, Inc.
Wimberly also purchased 288,650 shares (collectively with the 26,780
shares acquired on January 28, 1998, the "Shares") of Issuer's Common Stock
shares from Proactive Technologies, Inc. ("Proactive"), in a private
foreclosure sale conducted by Killearn, Inc., as a secured creditor, on
January 15, 1998. The purchase price was $7.25 per share of Common Stock,
representing the most recent trading price of the Common Stock on the
American Stock Exchange as of the foreclosure sale. Wimberly financed the
acquisition of the 288,650 shares of Common Stock with a one-year 8.5% loan
of the purchase price from Killearn,
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Inc., secured by a pledge of such shares of Common Stock to Killearn, Inc.
The promissory notes and security agreements between Killearn, Inc. and
Wimberly relating to each purchase are customary in form and contain standard
default provisions. Killearn, Inc. has agreed to hold Wimberly harmless in
the event that Proactive contests the validity of the January 15, 1998
foreclosure.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
Wimberly has acquired the Shares for investment purposes and has no
present plans to seek representation on the Issuer's Board of Directors, but
may do so in the future.
Except as indicated above or elsewhere herein, Wimberly has no present
plans or proposals (although it reserves the right to develop such plans or
proposals in the future) which relate to or would result in:
a. The acquisition by any person of additional securities of Issuer, or
the disposition of securities of Issuer;
b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Issuer or any of its
subsidiaries;
c. A sale or transfer of a material amount of assets of Issuer or any of
its subsidiaries;
d. Any change in the present board of directors or management of Issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
e. Any material change in the present capitalization or dividend policy
of Issuer;
f. Any other material change in Issuer's business or corporate structure;
g. Changes in Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of Issuer by any person;
h. Causing a class of securities of Issuer 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; or
i. Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
Wimberly is the beneficial owner of 315,430 shares of Common Stock,
representing approximately 35.5% of the outstanding shares of Issuer's Common
Stock, based on 887,412 outstanding shares of Common Stock as reported on
Issuer's Form 10-QSB for the quarter ended
2
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October 31, 1997. Wimberly has the sole power to vote and to dispose of the
Shares subject to the right of Killearn, Inc. to vote or sell the Shares in
the event of default under Wimberly's notes to Killearn, Inc. Except as
described herein, no transactions in the Common Stock were effected by
Wimberly in the previous sixty day period. No other person is known to have
a right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Common Stock owned by Wimberly, other than
the rights of Killearn, Inc. in the event of default.
Neither Hudson Bridge nor any of its officers or directors are the
beneficial owners of any other shares of the Issuer's Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
See item 3 above. The security agreement between Wimberly and Killearn,
Inc. provides that upon an event of default of the related note to Killearn,
Inc., Killearn, Inc. would have the right to vote and dispose of the Common
Stock pledged thereby. Wimberly may consult and confer with Killearn, Inc.
and its principal, J.T. Williams, Jr., with respect to the voting of the
Shares. There are no agreements, contracts or other arrangements with
respect to the voting of the Shares.
Except as indicated herein, Wimberly has not entered into any
contracts, arrangements, understandings, or relationships (legal or
otherwise) with respect to any securities of Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1* $2,092,712.50 Promissory Note dated January 15, 1998
Exhibit 99.2* Security Agreement dated January 15, 1998
Exhibit 99.3* Hold Harmless Agreement dated January 15, 1998
Exhibit 99.4 $194,155.00 Promissory Note dated January 28, 1998
Exhibit 99.5 Security Agreement dated January 28, 1998
[* filed previously]
3
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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.
THE WIMBERLY INVESTMENT FUND, L.P.
By: Hudson Bridge, Company, Inc.,
its General Partner
By: /s/ JAMES M. BAKER
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Name: James M. Baker
Title: President
February 5, 1998
4
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Borrower's Name and Address
"I" includes each borrower below, jointly and severally.
THE WIMBERLY INVESTMENT FUND, L.P.
Suite 300
300 Corporate Center Dr.
Morrow, Ga. 30260
Lender's Name and Address
"You" means the Lender, its successors and assigns.
KILLEARN, INC.
100 Eagle's Landing Way
Stockbridge, Ga., 30281
Loan Number:
Date: January 15, 1998
Maturity Date: January 15, 1999
Tax ID#: 58-2025217
For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of ONE HUNDRED THOUSAND ONE HUNDRED FIFTY FIVE
AND 00/100--------------Dollars $194,155.00.
SINGLE ADVANCE: I will receive all of this principal sum on January 15,
1998. No additional advances are contemplated under this note.
INTEREST: I agree to pay interest on the outstanding principal balance from
January 28, 1998 at the rate of 8.5% per year until January 15, 1999
ACCRUAL METHOD: Interest will be calculated on a ACTUAL/365 day basis.
POST MATURITY RATE: I agree to pay interest on the unpaid balance of this
note owing after maturity, and until paid in full, as stated below:
At a rate equal to 10% per annum
PAYMENTS: I agree to pay this note as follows:
INTEREST: I agree to pay accrued interest on January 15, 1999
PRINCIPAL: I agree to pay the principal on January 15, 1999
SECURITY: This note is separately secured by (describe separate document by
type and date):
26,780 shares of common stock of KILLEARN PROPERTIES, INC.
PURPOSE: The purpose of this loan is Investment
SIGNATURES AND SEALS: IN WITNESS WHEREOF, I have signed my name and affixed
my seal on this 28th day of January, 1998. By doing so, I agree to the terms
of this Note (including those on page 2). I have received a copy on today's
Date.
THE WIMBERLY INVESTMENT FUND, L.P.
BY: /s/ JAMES M. BAKER
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President of G.P.
SIGNATURE FOR LENDER
/s/ J.T. WILLIAMS, JR.
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J. T. Williams, Jr., PRESIDENT
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SECURITY AGREEMENT
(Collateral Pledge Agreement)
Date: January 28, 1998
Debtor: THE WIMBERLY INVESTMENT FUND, L.P.
Business
Or Residence Suite 300
Address: 300 Corporate Center Drive
City, State
& Zip Code: Morrow, Ga., 30260
Secured Party: KILLEARN, INC.
Address: 100 Eagle's Landing Way
City, State
& Zip Code: Stockbridge, Ga., 30281
1. SECURITY INTEREST AND COLLATERAL.
To secure the debt, liability or obligation of the Debtor to secured party
evidence by the following: Promissory note dated January 28, 1998 in the
amount of $194,155.00 between the parties and any extensions, renewals or
replacements thereof therein referred to as the "Obligations").
Debtor hereby grants Secured Party a security interest (herein called the
"Security Interest") in the property owned by Debtor and held by Secured
Party that is described as follows: 26,780 shares of the common stock of
KILLEARN PROPERTIES, INC. together with all rights in connection with such
property (herein called the "Collateral").
2. REPRESENTATIONS, WARRANTIES AND COVENANTS. DEBTOR REPRESENTS,
WARRANTS AND COVENANTS THAT:
(a) Debtor will duly endorse, in blank, each and every instrument
constituting Collateral by signing on said instrument or by signing a
separate document of assignment or transfer, if required by Secured Party.
(b) Debtor is the owner of the Collateral free and clear of all
liens, encumbrances, security interests and restrictions, except the Security
Interest and any restrictive legend appearing on any instrument constituting
Collateral.
(c) Debtor will keep the Collateral free and clear of all liens,
encumbrances and security interests, except the Security Interest.
(d) Debtor will pay, when due, all taxes and other governmental
charges levied or assessed upon or against any Collateral.
(e) At any time, upon request by Secured Party, Debtor will
deliver to Secured Party all notices, financial statements, reports or other
communications received by Debtor as an owner or holder of the Collateral.
(f) Debtor will upon receipt deliver to Secured Party in pledge
ass additional Collateral all securities distributed on account of the
Collateral such as stock dividends and securities resulting from Stock
splits, reorganizations and recapitalizations.
THIS AGREEMENT CONTAINS ADDITIONAL PROVISIONS SET FORTH ON PAGES 2 AND 3
HEREOF, ALL OF WHICH ARE MADE A PART HEREOF.
DEBTOR'S NAME:
THE WIMBERLY INVESTMENT FUND, L. P.
By: /s/ JAMES M. BAKER
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Title: President of G. P.
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