SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._________)*
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)
J.T. Williams
Killearn, Inc.
1570 Rock Quarry Road, Suite B
Stockbridge, GA 30281
(770) 389-2004
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 11, 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(e), 13d-1(f) or 13d-1(g), 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))
CUSIP No. 494125707 13D
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(1) Names of Reporting Persons. S.S. or IRS Identification Nos. of Above
Persons
Killearn, Inc.
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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*
WC
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(5) Check box 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 148,200
by Each Reporting -------------------------------------------------
Person With (8) Shared Voting
Power 0
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(9) Sole Dispositive
Power 148,200
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(10) Shared Dispositive
Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
148,200
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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)
16.7%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Schedule 13D") relates to the
Common Stock, par value $.10 per share (the "Common Stock"), of Killearn
Properties, Inc. ("Issuer"). The principal executive offices of Issuer are
located at 385 Country Club Drive, Stockbridge, Georgia 30281.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed on behalf of Killearn, Inc. ("Killearn").
Killearn is a Georgia corporation having its principal place of business
located at 1570 Rock Quarry Road, Suite B, Stockbridge, GA 30281. Killearn's
principal business is investment in real estate and operation of golf courses
and hotels.
Listed below are the names and occupational information for each
executive officer and director of Killearn, and each person controlling
Killearn. During the last five (5) years, neither Killearn, nor, to the best
of their knowledge, any of the individuals identified below, have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or have 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.
TITLE AND PRESENT
NAME PRINCIPAL OCCUPATION
---- --------------------
J.T. Williams President and a Director of Killearn and owner
of 66% of Killearn.
Director of Issuer.
John R. Williams Vice President and a Director of Killearn and
owner of 11% of Killearn.
Joseph T. Williams, III Secretary and a Director of Killearn and owner
of 11% of Killearn.
David K. Williams Director of Killearn and owner of 11% of
Killearn.
President and Director of Issuer.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Killearn purchased 148,200 shares (the "Shares") of Issuer's Common Stock
on the open market with cash from working capital.
ITEM 4. PURPOSE OF TRANSACTION.
All of the Shares have been acquired for investment. Although it has not
formulated any definitive plans, Killearn may from time to time acquire, or
dispose of, Common Stock and/or other securities of the Issuer if and when it
deem it appropriate. Any decision of Killearn either to purchase additional
shares of Common Stock of the Issuer or to dispose of any shares may take into
account various factors, including general economic conditions, stock market
conditions and developments concerning the Issuer. Killearn may also formulate
other purposes, plans or proposals relating to the securities of the Issuer to
the extent deemed advisable in light of market conditions and other factors it
deems relevant.
Except as indicated above or elsewhere herein, Killearn 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;
i. A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
j. Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Killearn is the beneficial owner of 148,200 shares of Common Stock,
representing approximately 16.7% 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 October 31, 1998. Such amount does
not include an aggregate of 79,733 shares of Common Stock owned by certain
executive officers and directors of Killearn (58,746 shares beneficially owned
by J.T. Williams, 11,000 shares owned by John R. Williams and 9,987 shares
owned by David K. Williams) as to which Killearn disclaims beneficial
ownership. Killearn has the sole power to vote and to dispose of the Shares.
Except as described herein, no transactions in the Common Stock were effected
by Killearn in the sixty day period preceding the date of this filing. 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 Killearn.
Other than as described herein, neither Killearn nor any of its officers
or directors are the beneficial owners of any other shares of the Issuer's
Common Stock.
Killearn has engaged in the following transactions in the Issuer's
Common Stock in the sixty day period preceding the date of this filing. All
transactions involve the purchase of Shares on the open market for cash:
Date Number of Price per Purchaser
Shares Share
11-10-98 20,000 $6.00 Killearn, Inc.
11-11-98 20,000 $5.75 Killearn, Inc.
11-19-98 20,000 $4.00 Killearn, Inc.
11-19-98 20,000 $4.00 Killearn, Inc.
12-24-98 20,000 $4.75 Killearn, Inc.
12-28-98 11,100 $4.75 Killearn, Inc.
12-29-98 1,700 $4.75 Killearn, Inc.
01-05-99 3,200 $4.75 Killearn, Inc.
01-08-99 200 $4.75 Killearn, Inc.
Certain executive officers and directors of Killearn have engaged in the
following transactions in the Issuer's Common Stock in the sixty day period
preceding the date of this filing. All transactions involve the purchase of
Shares on the open market for cash:
11-11-98 1,000 $5.50 David K. Williams
11-12-98 2,000 $5.00 David K. Williams
11-12-98 2,000 $5.00 David K. Williams
11-12-98 2,000 $5.50 David K. Williams
11-20-98 2,465 $4.6875 David K. Williams
11-20-98 522 $4.625 David K. Williams
12-04-98 1,000 $4.875 John R. Williams
12-04-98 2,000 $4.9375 John R. Williams
12-04-98 2,000 $5.00 John R. Williams
12-07-98 1,000 $5.00 John R. Williams
12-07-98 1,000 $5.0625 John R. Williams
12-08-98 1,000 $5.00 John R. Williams
12-15-98 500 $4.75 John R. Williams
12-15-98 500 $4.875 John R. Williams
01-13-99 1,000 $4.9375 John R. Williams
01-13-99 1,000 $4.9375 John R. Williams
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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.
KILLEARN, INC.
By:/s/ J.T. Williams, Jr.
J.T. Williams, Jr.President
January 19, 1999
