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
J.T. Williams
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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*
OO
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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
U.S.A.
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Number of Shares (7) Sole Voting
Beneficially Owned Power 58,746
by Each Reporting -------------------------------------------------
Person With (8) Shared Voting
Power 148,200 (See Item 5)
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(9) Sole Dispositive
Power 58,746
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(10) Shared Dispositive
Power 148,200 (See Item 5)
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
206,946 (See Item 5)
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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)
23.3%
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(14) Type of Reporting Person*
IN
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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 J.T. Williams (the "Reporting
Person"). The Reporting Person's principal employment is President and
director of Killearn, Inc. ("Killearn"), 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.
During the last five (5) years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors)
nor 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
58,746 shares (the "Trust Shares") of Issuer's Common Stock were acquired
by the Killearn Properties, Inc. Profit Sharing Trust (the "Trust") using funds
held in the Trust for investment purposes. Killearn purchased 148,200 shares
(the "Killearn Shares" and together with the Trust 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 the
Reporting Person has not formulated any definitive plans, the Reporting Person
may from time to time acquire, or dispose of, Common Stock and/or other
securities of the Issuer if and when such person deems it appropriate. Any
decision of the Reporting Person 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. The Reporting Person 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, the Reporting Person 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.
The Reporting Person is the beneficial owner of 206,946 shares of Common
Stock, representing approximately 23.3% 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
includes 148,200 shares of Common Stock owned by Killearn of which the
Reporting Person is the President, a director and owner of 66% of the equity
securities and 58,746 shares held by Profit Sharing Trust of the Issuer of
which the Reporting Person recently became the sole beneficiary and which such
shares shall be distributed to the Reporting Person within 60 days from the
date hereof. The Reporting Person shares the power to vote and to dispose of
the Killearn Shares with the other directors of Killearn and will have the
sole power to vote and dispose of the Trust Shares upon the distribution of
the Trust Shares to the Reporting Person. Except as described herein, no
transactions in the Common Stock were effected by the Reporting Person in the
sixty day period preceding the date of this filing. Killearn has the right to
receive and the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Killearn Shares.
Other than as described herein, the Reporting Person is not the
beneficial owner of any other shares of the Issuer's Common Stock.
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.
By:/s/ J.T. Williams, Jr
J.T. Williams, Jr.
January 19, 1999
