<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 4)*
KILLEARN PROPERTIES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
494125107
(CUSIP Number)
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)
With a copy to:
PAUL A. QUIROS
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303
(404) 572-4600
DECEMBER 24, 1997
(Date of Event which Requires Filing of this Statement)
Ifthe 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).
<PAGE> 2
SCHEDULE 13D
CUSIP No. - 494125107
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PROACTIVE TECHNOLOGIES, INC.
23-2265039
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
N/A (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
N/A [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 447,430
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING NONE
PERSON
WITH 9 SOLE DISPOSITIVE POWER
447,430
10 SHARED DISPOSITIVE POWER
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
447,430
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.4%
14 TYPE OF REPORTING PERSON
CO
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<PAGE> 3
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $.10 per share
(the "Common Stock"), of Killearn Properties, Inc. ("Issuer") and
amends Amendment No. 2 to Schedule 13D filed on September 8, 1997 and
Amendment No. 3 to Schedule 13D filed on December 23, 1997. The
principal executive offices of Issuer are located at 100 Eagle's
Landing Way, Stockbridge, Georgia 30281.
ITEM 2. IDENTITY AND BACKGROUND
(a), (b), (c) and (f). This statement is being filed by Proactive
Technologies, Inc., a Delaware corporation ("Proactive"), having its
principal place of business located at 7118 Beech Ridge Trail,
Tallahassee, Florida 32312. Proactive's principal business is the
development of real estate.
(d) and (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, FL 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
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<PAGE> 4
Robert E. Maloney, Jr., Esq. Director
Corporate Counsel
Proactive Technologies, Inc.
7118 Beech Ridge Trail
Tallahassee, FL 32312
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Proactive entered into Put and Call Agreements with certain
shareholders of Issuer whereby Proactive may purchase or such
shareholders may sell up to 132,000 shares of Common Stock at a
purchase price of $9.50 per share or an aggregate of $1,254,000.
Proactive has sent written notice to each of such shareholders
indicating Proactive's exercise of its call rights pursuant to the Put
and Call Agreements. The purchase price for such shares shall be paid
with short-term promissory notes issued by Proactive that accrue
interest at the prime rate plus 1%.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transactions contemplated by the Put and Call
Agreements is to acquire additional shares of Issuer's Common Stock to
gain majority control of Issuer. If Proactive gains majority control
of Issuer, Proactive plans to evaluate changes in Issuer's corporate
governance and structure that Proactive deems desirable, including,
without limitation, a possible merger or business combination between
Proactive and Issuer, the removal of certain of the current members of
the board of directors, the election or appointment of new directors
to fill the vacancies created by such removal, and certain changes in
the current management 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 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Proactive may be deemed to be the beneficial owner of the
447,430 shares of Common Stock of Issuer or approximately 50.4%
of the 887,412 shares of Common Stock reported by Issuer to be
issued and outstanding as of October 31, 1997. Pursuant to the
Put and Call Agreements, Proactive has exercised its right to
purchase 132,000 of the 447,430 shares of Common Stock that
Proactive is deemed to beneficially own. See Item 3. This
number does not include 90,746 shares that were previously
reported as held by Proactive in Amendment No. 2 to Schedule
13D filed on September 8, 1997. Proactive and J.T. Williams
failed to complete the transactions reported in such amendment.
Ben S. Branch, a director of Proactive, beneficially owns 5,000
shares of Common Stock. To Proactive's knowledge, no other
person named in Item 2 beneficially owns any shares of Common
Stock.
(b) Proactive has the sole voting and dispositive power with
respect to the 447,430 shares of Common Stock disclosed in Item
5(a). Mr. Branch has sole voting and dispositive power with
respect to the 5,000 shares of Common Stock disclosed in Item
5(a).
(c) Proactive entered into Put and Call Agreements with certain
shareholders of Issuer on December 24, 1997 to purchase 132,000
shares of Common Stock at a price of $9.50 per share. On
January 6, 1998, Proactive sent notice of its exercise of its
call rights to acquire all such shares.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
See Item 4 for a description of the Put and Call Agreements.
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<PAGE> 5
Of the 447,430 shares of Common Stock beneficially owned by Proactive,
315,430 shares are pledged to First Community Bank ("FCB") to secure
certain of Proactive's obligations to FCB. Upon default by Proactive of
those obligations, FCB may exercise its rights against and could gain
voting and investment power over such shares.
The promissory notes that will be issued in connection with the
purchase by Proactive of the 132,000 shares of Common Stock subject to
the Put and Call Agreements will be secured by a pledge of such shares
to the selling shareholders. Upon default by Proactive under the terms
of the promissory notes, the selling shareholders may exercise their
rights against and could gain voting and investment power over such
shares.
Except as set forth above, to the best of Proactive's knowledge, no
contracts, arrangements, understandings or relationships (legal or
otherwise) exist among the persons named in Item 2 or among such
persons and any other person with respect to any securities of Issuer,
including but not limited to, transfer or voting of any such
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
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
1 Put and Call Agreement dated December 24, 1997 by and
between Proactive and W. Reid Sanders.
2 Put and Call Agreement dated December 24, 1997 by and
between Proactive and O. Mason Hawkins.
3 Put and Call Agreement dated December 24, 1997 by and
among Proactive, O. Mason Hawkins and Ann Butterfield
Hawkins.
</TABLE>
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<PAGE> 6
SIGNATURES
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.
PROACTIVE TECHNOLOGIES, INC.
By: /s/ Mark A. Conner
----------------------------
Mark A. Conner, President
Date: January 8, 1998
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<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
<S> <C>
1 Put and Call Agreement dated December 24,
1997 by and between Proactive Technologies,
Inc. and W. Reid Sanders.
2 Put and Call Agreement dated December 24,
1997 by and between Proactive Technologies,
Inc. and O. Mason Hawkins.
3 Put and Call Agreement dated December 24,
1997 by and among Proactive Technologies,
Inc., O. Mason Hawkins and Ann Butterfield
Hawkins.
</TABLE>
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<PAGE> 1
EXHIBIT 1
PUT AND CALL AGREEMENT
THIS PUT AND CALL AGREEMENT ("Agreement") is made and entered into as
of December 24, 1997, by and between W. REID SANDERS, a resident of Shelby
County, Tennessee ("Stockholder"), and PROACTIVE TECHNOLOGIES, INC., a Delaware
corporation ("Stockbuyer").
WHEREAS, Stockholder wishes to sell to Stockbuyer FIFTY THOUSAND
(50,000) Shares of common stock of Killearn Properties, Inc., a Florida
corporation (the "Common Stock");
WHEREAS, Stockbuyer wishes to purchase the Common Stock from
Stockholder;
WHEREAS, Stockholder wishes to have a right to put the Common Stock to
Stockbuyer during the term of this Agreement; and
WHEREAS, Stockbuyer wishes to have a right to call the Common Stock
from Stockholder during the term of this Agreement;
NOW THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration paid by each party to the other, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1.
Grant of Put
During the Term of this Agreement, Stockbuyer hereby agrees to purchase
from Stockholder all, but not less than all, the Common Stock held by
Stockholder that Stockholder puts to Stockbuyer for the Purchase Price set forth
below and on the terms and conditions set forth in this Agreement (the "Put").
2.
Grant of Call
During the Term of this Agreement, Stockholder hereby agrees to sell to
Stockbuyer all, but not less than all, the Common Stock held by Stockholder that
Stockbuyer calls from Stockholder for the Purchase Price set forth below and on
the terms and conditions set forth in this Agreement (the "Call").
<PAGE> 2
3.
Purchase Price
Upon exercise of the Put or the Call, the purchase price per share to
be paid by Stockbuyer (the "Purchase Price") for the shares of Common Stock
shall be Nine Dollars and Fifty Cents ($9.50) per share or FOUR HUNDRED
SEVENTY-FIVE THOUSAND DOLLARS ($475,000) for all the Common Stock, payable, at
Stockbuyer's discretion, by wire transfer of immediately available funds, a
certified or bank cashier's check or by delivery of a promissory note from
Stockbuyer bearing interest at the prime rate plus one percent (1%), with
principal and accrued interest due on the earlier of 180 days from the date of
the note or when the remaining shareholders of Killearn Properties, Inc. are
paid their consideration under the proposed merger.
4.
Term and Method of Exercising Put and Call
(a) The Put and Call may be exercised for six (6) months (the "Term")
from the date of this Agreement.
(b) The Put may be exercised by Stockholder by giving Stockbuyer a
written notice during the Term of this Agreement requesting Stockbuyer to
purchase the Common Stock. Stockbuyer shall pay Stockholder the Purchase Price
within ten (10) days of receipt of such notice. Upon receipt of the Purchase
Price, Stockholder shall deliver to Stockbuyer the stock certificate(s)
representing the Common Stock along with any and all stock powers or other
transfer instruments as may be reasonably required by Stockbuyer.
(c) The Call may be exercised by Stockbuyer by giving Stockholder a
written notice during the Term of this Agreement requesting Stockholder to sell
the Common Stock. Stockbuyer shall pay Stockholder the Purchase Price within
five (5) days of receipt of such notice. Upon receipt of the Purchase Price,
Stockholder shall deliver to Stockbuyer the stock certificate(s) representing
the Common Stock along with any and all stock powers or other transfer
instruments as may be reasonably required by Stockbuyer.
(d) In the event that Stockbuyer elects to deliver a promissory note in
satisfaction of the Purchase Price as authorized in Paragraph 3, above,
Stockbuyer hereby agrees that Stockholder may retain physical possession of the
certificates representing the shares of Common Stock in order to establish a
perfected security interest in such shares pending payment of the promissory
note, and Stockholder agrees that Stockbuyer shall receive in the interim all
other rights with respect to such shares, including the right to vote such
shares of Common Stock and to receive dividends or distributions declared
thereon.
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<PAGE> 3
5.
Non-Transferability of Put and Call
Neither the Put nor the Call shall be sold, assigned, transferred,
pledged or hypothecated in any way by either party without the prior written
consent of the other party and shall not be subject to execution, attachment or
any similar process.
6.
Adjustments
In the event that the outstanding shares of the Common Stock are
changed into or exchanged for a different number or kind of shares or other
securities of Killearn Properties, Inc. or of another corporation or other
entity by reason of merger, consolidation, reorganization, recapitalization,
reclassification, combination of shares, stock split, stock dividend or similar
transaction, the rights under this Agreement (both as to the number and type of
shares obtainable upon exercise of the Put or Call and the Purchase Price) shall
be adjusted appropriately.
7.
Notices
Any notice, request, document or other communication pertaining to this
Agreement shall be deemed to be sufficiently given upon personal delivery to the
other party, or by telecopy delivery (confirmed receipt), or upon depositing
same in the United States mail, return receipt requested, properly addressed to
the respective parties or such other address as they may give to the other party
in writing in the same manner as follows:
Stockholder: W. Reid Sanders
6075 Poplar Avenue, Suite 900
Memphis, Tennessee 38119
Telecopier No.: (901) 818-5210
Stockbuyer: Proactive Technologies, Inc.
7118 Beech Ridge Trail
Tallahassee, Florida 32312
Attention: Mark A. Conner
Telecopier No.: (850) 668-9100
- 3 -
<PAGE> 4
8.
Miscellaneous
This Agreement shall be governed by, and enforced and construed in
accordance with, the laws of the State of Delaware. This Agreement contains the
entire understanding of the parties hereto and supersedes any prior
understanding and/or written or oral agreement between them respecting the
subject matter hereof. No revision, modification or change of this Agreement
whatsoever shall be claimed or become valid unless the same is in writing and
executed by Stockbuyer and by Stockholder. This Agreement may be signed in
counterparts, each of which shall be an original and all of which together shall
constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
STOCKHOLDER:
/s/ W. Reid Sanders (SEAL)
--------------------------------
W. Reid Sanders
STOCKBUYER:
PROACTIVE TECHNOLOGIES, INC.
By: /s/ Mark A. Conner
-----------------------------
Mark A. Conner, President
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<PAGE> 1
EXHIBIT 2
PUT AND CALL AGREEMENT
THIS PUT AND CALL AGREEMENT ("Agreement") is made and entered into as
of December 24, 1997, by and between O. MASON HAWKINS and ANN BUTTERFIELD
HAWKINS, a resident of Tennessee, ("Stockholders"), and PROACTIVE TECHNOLOGIES,
INC., a Delaware corporation ("Stockbuyer").
WHEREAS, Stockholders wish to sell to Stockbuyer FORTY THOUSAND FIVE
HUNDRED (40, 500) Shares of common stock of Killearn Properties, Inc., a Florida
corporation (the "Common Stock") held as a tenancy in common;
WHEREAS, Stockbuyer wishes to purchase the Common Stock from
Stockholders;
WHEREAS, Stockholders wish to have a right to put the Common Stock to
Stockbuyer during the term of this Agreement; and
WHEREAS, Stockbuyer wishes to have a right to call the Common Stock
from Stockholders during the term of this Agreement;
NOW THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration paid by each party to the other, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1.
Grant of Put
During the Term of this Agreement, Stockbuyer hereby agrees to purchase
from Stockholders all, but not less than all, the Common Stock held by
Stockholders that Stockholders put to Stockbuyer for the Purchase Price set
forth below and on the terms and conditions set forth in this Agreement (the
"Put").
2.
Grant of Call
During the Term of this Agreement, Stockholders hereby agree to sell to
Stockbuyer all, but not less than all, the Common Stock held by Stockholders
that Stockbuyer calls from Stockholders for the Purchase Price set forth below
and on the terms and conditions set forth in this Agreement (the "Call").
<PAGE> 2
3.
Purchase Price
Upon exercise of the Put or the Call, the purchase price per share to
be paid by Stockbuyer (the "Purchase Price") for the shares of Common Stock
shall be Nine Dollars and Fifty Cents ($9.50) per share or THREE HUNDRED
EIGHTY-FOUR THOUSAND, SEVEN HUNDRED FIFTY DOLLARS ($384,750) for all the Common
Stock, payable, at Stockbuyer's discretion, by wire transfer of immediately
available funds, a certified or bank cashier's check or by delivery of a
promissory note from Stockbuyer bearing interest at the prime rate plus one
percent (1%), with principal and accrued interest due on the earlier of 180 days
from the date of the note or when the remaining shareholders of Killearn
Properties, Inc. are paid their consideration under the proposed merger.
4.
Term and Method of Exercising Put and Call
(a) The Put and Call may be exercised for six (6) months (the "Term")
from the date of this Agreement.
(b) The Put may be exercised by Stockholders by giving Stockbuyer a
written notice during the Term of this Agreement requesting Stockbuyer to
purchase the Common Stock. Stockbuyer shall pay Stockholders the Purchase Price
within ten (10) days of receipt of such notice. Upon receipt of the Purchase
Price, Stockholders shall deliver to Stockbuyer the stock certificate(s)
representing the Common Stock along with any and all stock powers or other
transfer instruments as may be reasonably required by Stockbuyer.
(c) The Call may be exercised by Stockbuyer by giving Stockholders a
written notice during the Term of this Agreement requesting Stockholders to sell
the Common Stock. Stockbuyer shall pay Stockholders the Purchase Price within
five (5) days of receipt of such notice. Upon receipt of the Purchase Price,
Stockholders shall deliver to Stockbuyer the stock certificate(s) representing
the Common Stock along with any and all stock powers or other transfer
instruments as may be reasonably required by Stockbuyer.
(d) In the event that Stockbuyer elects to deliver a promissory note in
satisfaction of the Purchase Price as authorized in Paragraph 3, above,
Stockbuyer hereby agrees that Stockholder may retain physical possession of the
certificates representing the shares of Common Stock in order to establish a
perfected security interest in such shares pending payment of the promissory
note, and Stockholder agrees that Stockbuyer shall receive in the interim all
other rights with respect to such shares, including the right to vote such
shares of Common Stock and to receive dividends or distributions declared
thereon.
- 2 -
<PAGE> 3
5.
Non-Transferability of Put and Call
Neither the Put nor the Call shall be sold, assigned, transferred,
pledged or hypothecated in any way by either party without the prior written
consent of the other party and shall not be subject to execution, attachment or
any similar process.
6.
Adjustments
In the event that the outstanding shares of the Common Stock are
changed into or exchanged for a different number or kind of shares or other
securities of Killearn Properties, Inc. or of another corporation or other
entity by reason of merger, consolidation, reorganization, recapitalization,
reclassification, combination of shares, stock split, stock dividend or similar
transaction, the rights under this Agreement (both as to the number and type of
shares obtainable upon exercise of the Put or Call and the Purchase Price) shall
be adjusted appropriately.
7.
Notices
Any notice, request, document or other communication pertaining to this
Agreement shall be deemed to be sufficiently given upon personal delivery to the
other party, or by telecopy delivery (confirmed receipt), or upon depositing
same in the United States mail, return receipt requested, properly addressed to
the respective parties or such other address as they may give to the other party
in writing in the same manner as follows:
Stockholders: O. Mason Hawkins
6075 Poplar Avenue, Suite 900
Memphis, Tennessee 38119
Telecopier No.: (901) 818-5210
Stockbuyer: Proactive Technologies, Inc.
7118 Beech Ridge Trail
Tallahassee, Florida 32312
Attention: Mark A. Conner
Telecopier No.: (850) 668-9100
- 3 -
<PAGE> 4
8.
Miscellaneous
This Agreement shall be governed by, and enforced and construed in
accordance with, the laws of the State of Delaware. This Agreement contains the
entire understanding of the parties hereto and supersedes any prior
understanding and/or written or oral agreement between them respecting the
subject matter hereof. No revision, modification or change of this Agreement
whatsoever shall be claimed or become valid unless the same is in writing and
executed by Stockbuyer and by Stockholders. This Agreement may be signed in
counterparts, each of which shall be an original and all of which together shall
constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
STOCKHOLDERS:
/s/ O. Mason Hawkins (SEAL)
-------------------------------------
O. Mason Hawkins
STOCKBUYER:
PROACTIVE TECHNOLOGIES, INC.
By: /s/ Mark A. Conner
----------------------------------
Mark A. Conner, President
- 4 -
<PAGE> 1
EXHIBIT 3
PUT AND CALL AGREEMENT
THIS PUT AND CALL AGREEMENT ("Agreement") is made and entered into as
of December 24, 1997, by and between O. MASON HAWKINS and ANN BUTTERFIELD
HAWKINS, a resident of Tennessee, ("Stockholders"), and PROACTIVE TECHNOLOGIES,
INC., a Delaware corporation ("Stockbuyer").
WHEREAS, Stockholders wish to sell to Stockbuyer FORTY THOUSAND FIVE
HUNDRED (40, 500) Shares of common stock of Killearn Properties, Inc., a Florida
corporation (the "Common Stock") held as a tenancy in common;
WHEREAS, Stockbuyer wishes to purchase the Common Stock from
Stockholders;
WHEREAS, Stockholders wish to have a right to put the Common Stock to
Stockbuyer during the term of this Agreement; and
WHEREAS, Stockbuyer wishes to have a right to call the Common Stock
from Stockholders during the term of this Agreement;
NOW THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration paid by each party to the other, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1.
Grant of Put
During the Term of this Agreement, Stockbuyer hereby agrees to purchase
from Stockholders all, but not less than all, the Common Stock held by
Stockholders that Stockholders put to Stockbuyer for the Purchase Price set
forth below and on the terms and conditions set forth in this Agreement (the
"Put").
2.
Grant of Call
During the Term of this Agreement, Stockholders hereby agree to sell to
Stockbuyer all, but not less than all, the Common Stock held by Stockholders
that Stockbuyer calls from Stockholders for the Purchase Price set forth below
and on the terms and conditions set forth in this Agreement (the "Call").
<PAGE> 2
3.
Purchase Price
Upon exercise of the Put or the Call, the purchase price per share to
be paid by Stockbuyer (the "Purchase Price") for the shares of Common Stock
shall be Nine Dollars and Fifty Cents ($9.50) per share or THREE HUNDRED
EIGHTY-FOUR THOUSAND, SEVEN HUNDRED FIFTY DOLLARS ($384,750) for all the Common
Stock, payable, at Stockbuyer's discretion, by wire transfer of immediately
available funds, a certified or bank cashier's check or by delivery of a
promissory note from Stockbuyer bearing interest at the prime rate plus one
percent (1%), with principal and accrued interest due on the earlier of 180 days
from the date of the note or when the remaining shareholders of Killearn
Properties, Inc. are paid their consideration under the proposed merger.
4.
Term and Method of Exercising Put and Call
(a) The Put and Call may be exercised for six (6) months (the "Term")
from the date of this Agreement.
(b) The Put may be exercised by Stockholders by giving Stockbuyer a
written notice during the Term of this Agreement requesting Stockbuyer to
purchase the Common Stock. Stockbuyer shall pay Stockholders the Purchase Price
within ten (10) days of receipt of such notice. Upon receipt of the Purchase
Price, Stockholders shall deliver to Stockbuyer the stock certificate(s)
representing the Common Stock along with any and all stock powers or other
transfer instruments as may be reasonably required by Stockbuyer.
(c) The Call may be exercised by Stockbuyer by giving Stockholders a
written notice during the Term of this Agreement requesting Stockholders to sell
the Common Stock. Stockbuyer shall pay Stockholders the Purchase Price within
five (5) days of receipt of such notice. Upon receipt of the Purchase Price,
Stockholders shall deliver to Stockbuyer the stock certificate(s) representing
the Common Stock along with any and all stock powers or other transfer
instruments as may be reasonably required by Stockbuyer.
(d) In the event that Stockbuyer elects to deliver a promissory note in
satisfaction of the Purchase Price as authorized in Paragraph 3, above,
Stockbuyer hereby agrees that Stockholder may retain physical possession of the
certificates representing the shares of Common Stock in order to establish a
perfected security interest in such shares pending payment of the promissory
note, and Stockholder agrees that Stockbuyer shall receive in the interim all
other rights with respect to such shares, including the right to vote such
shares of Common Stock and to receive dividends or distributions declared
thereon.
- 2 -
<PAGE> 3
5.
Non-Transferability of Put and Call
Neither the Put nor the Call shall be sold, assigned, transferred,
pledged or hypothecated in any way by either party without the prior written
consent of the other party and shall not be subject to execution, attachment or
any similar process.
6.
Adjustments
In the event that the outstanding shares of the Common Stock are
changed into or exchanged for a different number or kind of shares or other
securities of Killearn Properties, Inc. or of another corporation or other
entity by reason of merger, consolidation, reorganization, recapitalization,
reclassification, combination of shares, stock split, stock dividend or similar
transaction, the rights under this Agreement (both as to the number and type of
shares obtainable upon exercise of the Put or Call and the Purchase Price) shall
be adjusted appropriately.
7.
Notices
Any notice, request, document or other communication pertaining to this
Agreement shall be deemed to be sufficiently given upon personal delivery to the
other party, or by telecopy delivery (confirmed receipt), or upon depositing
same in the United States mail, return receipt requested, properly addressed to
the respective parties or such other address as they may give to the other party
in writing in the same manner as follows:
Stockholders: O. Mason Hawkins
6075 Poplar Avenue, Suite 900
Memphis, Tennessee 38119
Telecopier No.: (901) 818-5210
Stockbuyer: Proactive Technologies, Inc.
7118 Beech Ridge Trail
Tallahassee, Florida 32312
Attention: Mark A. Conner
Telecopier No.: (850) 668-9100
- 3 -
<PAGE> 4
8.
Miscellaneous
This Agreement shall be governed by, and enforced and construed in
accordance with, the laws of the State of Delaware. This Agreement contains the
entire understanding of the parties hereto and supersedes any prior
understanding and/or written or oral agreement between them respecting the
subject matter hereof. No revision, modification or change of this Agreement
whatsoever shall be claimed or become valid unless the same is in writing and
executed by Stockbuyer and by Stockholders. This Agreement may be signed in
counterparts, each of which shall be an original and all of which together shall
constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
STOCKHOLDERS:
/s/ O. Mason Hawkins (SEAL)
------------------------------
O. Mason Hawkins
/s/ Joseph L. Ott for
for Ann B. Hawkins, POA (SEAL)
------------------------------
Ann Butterfield Hawkins
STOCKBUYER:
PROACTIVE TECHNOLOGIES, INC.
By: /s/ Mark A. Conner
--------------------------------
Mark A. Conner, President
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