SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
Rule l3e-3 Transaction Statement AMENDMENT NO. 2
(Pursuant to Section 13(e) of the Securities
Exchange Act of 1934 and Rule 13e-3 Thereunder)
KILLEARN PROPERTIES, INC.
(Name of Issuer)
KILLEARN PROPERTIES, INC.
KILLEARN, INC.
KILLEARN DEVELOPMENT, INC.
J.T. WILLIAMS, JR.
DAVID K. WILLIAMS
JOHN R. WILLIAMS
J.T. WILLIAMS, III
(Name of Persons Filing statement)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
494125107
(CUSIP Number of Class of Securities)
David K Williams
Killearn Properties, Inc.
385 Country Club Drive
Stockbridge, Georgia 30281
Tel: (770) 389-2020
Copies to:
Phillip J. Kushner
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0500
Louis Montello
Montello & Kenny, P.A.
777 Brickell Avenue, Suite 1070
Miami, Florida 33131
(305) 373-3739
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. __X__ The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. ____The filing of registration statement under the Securities Act of 1933.
c. ____A tender offer.
d. ____None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: X
CALCULATION OF FILING FEE
Transaction Value* Amount of Filing Fee
___________________ ________________________
$3,637,034.50 $727.41
*Assumes the purchase of 661,279 shares of Common Stock, par value $.10 per
share, of Killearn Properties, Inc. at $5.50 per share.
X Check box if any part of the fee is offset as provided by Rule 0-ll(a)(2)
and identify the filing with which the offsetting fee-was previously
paid. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
Amount Previously Paid: 727.41
Form or Registration No.: Preliminary Proxy Statement on Schedule 14A
Filing Party: Killearn Properties, Inc.
Date Filed: May 12, 1999
INTRODUCTION
This Rule 13e-3 Transaction Statement (this "Statement") relates to the
solicitation of proxies by Killearn Properties, Inc., a Florida corporation
("Killearn"), in connection with a Special Meeting of its shareholders at
which Killearn's shareholders will be asked to consider and vote upon a
proposal to approve the Agreement and Plan of Merger (the "Merger Agreement"),
dated May 10, 1999, among Killearn, Killearn Inc. ("Purchaser"), Killearn
Development, Inc. ("Merger Sub"), a Georgia corporation and wholly-owned
subsidiary of Purchaser, pursuant to which Killearn will be merged with and
into Merger Sub.
The cross reference sheet on the following pages, which is being supplied
pursuant to General Instruction F to Schedule 13E-3, shows the location in the
Preliminary Proxy Statement (the "Proxy Statement") filed by the Issuer with
the Securities and Exchange Commission on the date hereof of the information
required to be included in response to the items of this Statement. The
information set forth in the Proxy Statement which is attached hereto as
Exhibit (d), including all exhibits thereto, is hereby incorporated herein by
reference, and the responses to each Item herein are qualified in their
entirety by the provisions of the Proxy Statement.
CROSS REFERENCE SHEET
(Pursuant to General Instruction F to Schedule 13E-3)
All references are to portions of the Proxy Statement which are
incorporated herein and made a part hereof by reference.
SCHEDULE 13E-3 ITEM
NUMBER AND CAPTION RESPONSE/CAPTION IN PROXY STATEMENT
____________________ __________________________________________
1. Issuer and Class of Security
Subject to the Transaction.
(a).............................."SUMMARY -- The Companies"
(b).............................."SUMMARY -- Record Date; Voting Power;
Quorum"; "SUMMARY -- Market Prices for
Common Stock and Dividends"; and "THE
SPECIAL MEETING -- Record Date; Voting
Power; Quorum"
(c). ............................"SUMMARY -- Market Prices for Common Stock
and Dividends"
(d).............................."SUMMARY -- Market Prices for Common Stock
and Dividends"
(e)..............................*
(f).............................."APPENDIX C - Transactions involving
Killearn's Common Stock effected by the
Purchaser and other Affiliates since May 1,
1997"
2. Identity and Background.
(a) - (d), (g) ..........."SUMMARY -- The Companies" and "CERTAIN
INFORMATION CONCERNING MERGER SUB AND THE
PURCHASER AND OTHER AFFILIATES "
(e) - (f) ..................... *
3. Past Contacts, Transactions
or Negotiations.
(a) (1)........................."APPENDIX C -- Transactions involving
Killearn's Common Stock effected by the
Purchaser and other Affiliates since May 1,
1997"
(2)........................."SUMMARY -- Conflicts of Interest"; "SPECIAL
FACTORS -- Background of the Merger"; and
"SPECIAL FACTORS -- Conflicts of Interest"
(b).............................."SUMMARY -- Conflicts of Interest"; "SPECIAL
FACTORS - Background of the Merger"; and
"SPECIAL FACTORS -- Conflicts of Interest"
4. Terms of the Transaction.
(a).............................."SUMMARY -- The Merger"; "SUMMARY -
Conflicts of Interest"; "SPECIAL FACTORS -
Background of the Merger"; "SPECIAL FACTORS
-- Conflicts of Interest"; and "THE MERGER"
(b).............................."SUMMARY -- The Merger"; "SUMMARY -
Conflicts of Interest"; "SPECIAL FACTORS -
Background of the Merger"; "SPECIAL FACTORS
-- Conflicts of Interest"; and "THE MERGER"
5. Plans or Proposals of the
Issuer or Affiliate.
(a).............................*
(b).............................*
(c)............................."SUMMARY -- The Merger"; "THE MERGER -
Consequences of the Merger" and "CERTAIN
INFORMATION CONCERNING MERGER SUB, THE
PURCHASER AND OTHER AFFILIATES"
(d)............................."SUMMARY -- Financing of the Merger"; "THE
MERGER-- Consequences of the Merger"; and
"THE MERGER -- Financing"
(e)............................."SUMMARY -- The Merger"; and "THE MERGER -
Consequences of the Merger"
(f)............................."SUMMARY -- The Merger"; "THE MERGER -
Consequences of the Merger"; and "THE MERGER
-- Delisting and Deregistration of Common
Stock"
(g)............................."SUMMARY -- The Merger"; "THE MERGER -
Consequences of the Merger"; and "THE MERGER
-- Delisting and Preregistration of Common
Stock"
6. Source and Amount of Funds
Other Consideration.
(a)............................."SUMMARY -- Financing of the Merger" and
"THE MERGER -- Financing"
(b)............................."THE MERGER AGREEMENT -- Fees and Expenses"
and "THE MERGER AGREEMENT -- Estimated Fees
and Expenses of the Merger"
(c) (1)........................"SUMMARY -- Financing of the Merger" and
"THE MERGER -- Financing"
(2)........................"SUMMARY -- Financing of the Merger" and
"THE MERGER -- Financing"
(d).............................*
7. Purpose(s), Alternatives,
Reasons and Effects.
(a)............................."SPECIAL FACTORS -- Background of the
Merger"; "SPECIAL FACTORS -
Recommendations of the Special Committee and
Board of Directors"; and "SPECIAL FACTORS -
Purchaser's Purpose and Reasons for the
Merger"
(b)............................."SPECIAL FACTORS -- Background of the Merger"
and "SPECIAL FACTORS -- Purchaser's Purpose
and Reasons for the Merger"
(c)............................."SPECIAL FACTORS -- Background of the
Merger"; "SPECIAL FACTORS -- Recommendations
of the Special Committee and Board of
Directors"; and "SPECIAL FACTORS -
Purchaser's Purpose and Reasons for the
Merger"
(d)............................."SUMMARY"; "SPECIAL FACTORS - Recommendations
of the Special Committee and Board of
Directors"; "SPECIAL FACTORS - Purchaser's
Purpose and Reasons for the Merger"; "SPECIAL
FACTORS -- Conflicts of Interest"; "THE
MERGER -- Consequences of the Merger"; "THE
MERGER -- Federal Income Tax Consequences";
and "THE MERGER - Accounting Treatment"
8. Fairness of the Transaction.
(a)......................... "Summary - Fairness of the Merger to the
Unaffiliated Shareholders"; "SPECIAL
FACTORS -- Background of the Merger":
"SPECIAL FACTORS - Recommendation of the
Special Committe and Board of Directors";
and "SPECIAL FACTORS--Purchaser's Purpose
and Reason for the Merger"
(b)........................ "Summary - Fairness of the Merger to the
Unaffiliated Shareholders";"SPECIAL FACTORS
--Recommendation of the Special Committe
and Board of Directors";"and "SPECIAL
FACTORS -- Purchaser's Purpose and
Reasons for the Merger"; and "SPECIAL
FACTORS--Opinion of Financial Advisor"
(c)............................."SUMMARY -- Vote Required; Security Ownership
of Management" and "THE SPECIAL MEETING -
Vote Required; Security Ownership of
Management"
(d)............................."SUMMARY - Recommendations of the Board of
Directors and Special Committee" and "SPECIAL
FACTORS -- Recommendations of the Special
Committee and Board of Directors"
(e)............................."SUMMARY - Recommendations of the Board of
Directors and Special Committee" and "SPECIAL
FACTORS -Recommendations of the Special
Committee and Board of Directors"
(f).............................."SPECIAL FACTORS -- Background of the Merger"
9. Reports, Opinions, Appraisals
and Certain Negotiations.
(a).............................."SUMMARY -- Opinion of Financial Advisor" and
"SPECIAL FACTORS -- Opinion of Financial
Advisor"
(b).............................."SUMMARY -- Opinion of Financial Advisor" and
"SPECIAL FACTORS -- Opinion of Financial
Advisor"
(c).............................."SUMMARY -- Opinion of Financial Advisor" and
"SPECIAL FACTORS -- Opinion of Financial
Advisor"
10. Interest in Securities of
the Issuer.
(a)............................."SUMMARY -- Vote Required; Security Ownership
of Management"; "SUMMARY -- Conflicts of
Interest"; "SPECIAL FACTORS -- Conflicts of
Interest"; "THE SPECIAL MEETING -- Vote
Required; Security Ownership of Management";
and "BENEFICIAL OWNERSHIP OF COMMON STOCK"
(b)............................."APPENDIX C - Transactions involving
Killearn's Common Stock effected by Purchaser
and other Affiliates since May 1, 1997"
11. Contracts, Arrangements or
Under-standings with
Respect to the Issuer's
Securities................."SUMMARY -- Vote Required; Security Ownership
of Management"; "SPECIAL FACTORS -
Background of the Merger"; "THE SPECIAL
MEETING -- Vote Required; Security Ownership
of Management "; and "THE MERGER - Financing
- Cancellation of the Indebtedness"
12. Present Intention and
Recommendation of Certain
Persons with Regard to the
Transaction.
(a)............................"SUMMARY -- Vote Required; Security Ownership
of Management"; and "THE SPECIAL MEETING -
Vote Required; Security Ownership
Management "
(b)............................"SUMMARY -- Recommendations of the Board of
Directors and Special Committee" and "SPECIAL
FACTORS -- Recommendations of the Special
Committee and Board of Directors"
13. Other Provisions of the
Transaction.
(a)............................"SUMMARY -- Dissenters' Appraisal Rights and
"THE MERGER -- Dissenters' Appraisal Rights"
(b)............................*
(c)............................*
14. Financial Information.
(a)............................."SUMMARY FINANCIAL INFORMATION" and
"DOCUMENTS INCORPORATED BY REFERENCE"
(b)............................*
15. Persons and Assets Employed
Retained or Utilized.
(a).............................."SUMMARY -- Opinion of Financial Advisor";
"SUMMARY -- Conflicts of Interest"; "SUMMARY
-- Financing of the Merger"; "SPECIAL FACTORS
-- Opinion of Financial Advisor"; "SPECIAL
FACTORS -- Conflicts of Interest"; "THE
SPECIAL MEETING -- Solicitation of Proxies";
"THE MERGER -- Financing"; "THE MERGER
AGREEMENT -- Fees and Expenses"; and "THE
MERGER AGREEMENT -- Estimated Fees and
Expenses of the Merger"
(b).............................*
16. Additional Information......*
* Not applicable or answer is negative
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth in "SUMMARY -- The Companies" of the Proxy
Statement is incorporated herein by reference.
(b) The information set forth in "SUMMARY -- Record Date; Voting Power;
Quorum"; "SUMMARY -- Market Prices for Common Stock and Dividends"; and "THE
SPECIAL MEETING --Record Date; Voting Power; Quorum" of the Proxy Statement
is incorporated herein by reference.
(c) The information set forth in "SUMMARY -- Market Prices for Common Stock
and Dividends" of the Proxy Statement is incorporated herein by reference.
(d) The information set forth in "SUMMARY -- Market Prices for Common Stock
and Dividends" of the Proxy Statement is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in "APPENDIX C -- Transactions involving
Killearn's Common Stock effected by Purchaser and other Affiliates since May 1,
1997" of the Proxy Statement is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (d), (g) The information set forth in "SUMMARY -- The Companies"
and "CERTAIN INFORMATION CONCERNING MERGER SUB, PURCHASER AND OTHER AFFILIATES"
of the Proxy Statement is incorporated herein by reference.
(e) - (f) Negative.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) (1) The information set forth in "APPENDIX C -- Transactions involving
Killearn's Common Stock effected by Purchaser and other Affiliates since May 1,
1997" of the Proxy Statement is incorporated herein by reference.
(2) The information set forth in "SUMMARY -- Conflicts of Interest";
"SPECIAL FACTORS -- Background of the Merger"; and "SPECIAL FACTORS -
Conflicts of Interest" of the Proxy Statement is incorporated herein by
reference.
(b) The information set forth in "SUMMARY -- Conflicts of Interest"; "SPECIAL
FACTORS - Background of the Merger"; and "SPECIAL FACTORS -- Conflicts of
Interest" of the Proxy Statement is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in "SUMMARY -- The Merger"; "SUMMARY --
Conflicts of Interest"; "SPECIAL FACTORS -- Background of the Merger"; "SPECIAL
FACTORS - Conflicts of Interest"; and "THE MERGER" of the Proxy Statement is
incorporated herein by reference.
(b) The information set forth in "SUMMARY -- The Merger"; "SUMMARY --Conflicts
of Interest"; "SPECIAL FACTORS -- Background of the Merger"; "SPECIAL FACTORS
- -- Conflicts of Interest"; and "THE MERGER" of the Proxy Statement is
incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) Not applicable.
(b) Not applicable.
(c) The information set forth in "SUMMARY -- The Merger"; "THE MERGER --
Consequences of the Merger"; and "CERTAIN INFORMATION CONCERNING MERGER SUB,
THE PURCHASER AND OTHER AFFILIATES" of the Proxy Statement is incorporated
herein by reference.
(d) The information set forth in "SUMMARY -- Financing of the Merger"; "THE --
Consequences of the Merger"; and "THE MERGER -- Financing" of the Proxy
Statement is incorporated herein by reference.
(e) The information set forth in "SUMMARY -- The Merger"; and "THE MERGER --
Consequences of the Merger" of the Proxy Statement is incorporated herein by
reference.
(f) The information set forth in "SUMMARY -- The Merger"; "THE MERGER --
Consequences of the Merger"; and "THE MERGER -- Delisting and Deregistration of
the Common Stock" of the Proxy Statement is incorporated herein by reference.
(g) The information set forth in "SUMMARY -- The Merger"; "THE MERGER --
Consequences of the Merger; and "THE MERGER -- Delisting and Deregistration of
Common Stock" of the Proxy Statement is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in "SUMMARY -- Financing of the Merger"; and
"THE MERGER -- Financing" of the Proxy Statement is incorporated herein by
reference.
(b) The information set forth in "THE MERGER AGREEMENT -- Fees and Expenses"
and "THE MERGER AGREEMENT -- Estimated Fees and Expenses of the Merger" of the
Proxy Statement is incorporated herein by reference.
(c) (1) The information set forth in "SUMMARY -- Financing of the Merger" and
"THE MERGER -- Financing" of the Proxy Statement is incorporated herein by
reference.
(2) The information set forth in "SUMMARY -- Financing of the Merger" and
"THE MERGER -- Financing" of the Proxy Statement is incorporated herein by
reference.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth in "SPECIAL FACTORS -- Background of the
Merger"; "SPECIAL FACTORS -- Recommendations of the Special Committee and Board
of Directors"; and "SPECIAL FACTORS -- Purchaser's Purpose and Reasons for the
Merger" of the Proxy Statement is incorporated herein by reference.
(b) The information set forth in "SPECIAL FACTORS -- Background of the Merger
and "SPECIAL FACTORS -- Purchaser's Purpose and Reasons for the Merger" of the
Proxy Statement is incorporated herein by reference.
(c) The information set forth in "SPECIAL FACTORS -- Background of the
Merger"; "SPECIAL FACTORS -- Recommendations of the Special Committee and
Board of Directors"; and "SPECIAL FACTORS -- Purchaser's Purpose and Reasons
for the Merger" of the Proxy Statement is incorporated herein by reference.
(d) The information set forth in "SUMMARY"; "SPECIAL FACTORS --
Recommendations of the Special Committee and Board of Directors"; "SPECIAL
FACTORS - Purchaser's Purpose and Reasons for the Merger"; "SPECIAL FACTORS -
Conflicts of Interest"; "THE MERGER -- Consequences of the Merger"; "THE MERGER
- --Federal Income Tax Consequences"; and "THE MERGER -- Accounting Treatment" of
the Proxy Statement is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) The information set forth in "SUMMARY - Fairness of the Merger to the
Unaffiliated Shareholders"; "SPECIAL FACTORS - Background of the
Merger"; Special Committee and Board of Directors"; and "SPECIAL
FACTORS -- Purchaser's Purpose and Reasons for the Merger" of the Proxy
Statement is incorporated herein by reference.
(b) The information set forth in "SUMMARY - Fairness of the Merger to the
Unaffiliated Shareholders"; SPECIAL FACTORS -- Background of the
Merger"; "SPECIAL FACTORS -- Recommendations of the Special Committee and
Board of Directors"; and "SPECIAL FACTORS -- Purchaser's Purpose and Reasons
for the Merger"; and "SPECIAL FACTORS -- Opinion of Financial Advisor" of the
Proxy Statement is incorporated herein by reference.
(c) The information set forth in "SUMMARY -- Vote Required; Security
Ownership of Management" and "THE SPECIAL MEETING -- Vote Required; Security
Ownership of Management" of the Proxy Statement is incorporated herein by
reference.
(d) The information set forth in "SUMMARY -- Recommendations of the Board of
Directors and Special Committee" and "SPECIAL FACTORS -- Recommendations of
the Special Committee and Board of Directors" of the Proxy Statement is
incorporated herein by reference.
(e) The information set forth in "SUMMARY -- Recommendations of the Board of
Directors and Special Committee" and "SPECIAL FACTORS -- Recommendations of
the Special Committee and Board of Directors" of the Proxy Statement is
incorporated herein by reference.
(f) The information set forth in "SPECIAL FACTORS - Background of the Merger"
of the Proxy Statement is incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) The information set forth in "SUMMARY -- Opinion of Financial Advisor"
and "SPECIAL FACTORS -- Opinion of Financial Advisor" of the Proxy Statement
is incorporated herein by reference.
(b) The information set forth in "SUMMARY -- Opinion of Financial Advisor"
and "SPECIAL FACTORS -- Opinion of Financial Advisor" of the Proxy Statement
is incorporated herein by reference.
(c) The information set forth in "SUMMARY -- Opinion of Financial Advisor"
and "SPECIAL FACTORS -- Opinion of Financial Advisor" of the Proxy Statement
is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in "SUMMARY -- Vote Required; Security
Ownership of Management"; "SUMMARY -- Conflicts of Interest"; "SPECIAL
FACTORS -- Conflicts of Interest"; "THE SPECIAL MEETING -- Vote Required;
Security Ownership of Management"; and "BENEFICIAL OWNERSHIP OF COMMON STOCK"
of the Proxy Statement is incorporated herein by reference.
(b) The information set forth "APPENDIX C -- Transactions involving
Killearn's Common Stock effected by Purchaser and other Affiliates since
May 1, 1997" of the Proxy Statement is incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth in "SUMMARY -- Vote Required; Security Ownership
of Management"; "SPECIAL FACTORS - Background of the Merger"; and "THE
SPECIAL MEETING -- Vote Required; Security Ownership of Management "and "THE
MERGER - Ffinancing - Cancellation of Indebtedness " of the Proxy
Statement is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD
TO THE TRANSACTION.
(a) The information set forth in "SUMMARY -- Vote Required; Security
Ownership of Management"; and "THE SPECIAL MEETING -- Vote Required; Security
Ownership of Management " of the Proxy Statement is incorporated herein by
reference.
(b) The information set forth in "SUMMARY -- Recommendations of the Board of
Directors and Special Committee" and "SPECIAL FACTORS -- Recommendations of
the Special Committee and Board of Directors" of the Proxy Statement is
incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "SUMMARY -- Dissenters' Appraisal Rights"
and "THE MERGER -- Dissenters' Appraisal Rights" of the Proxy Statement is
incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in "SUMMARY FINANCIAL INFORMATION" and
"DOCUMENTS INCORPORATED BY REFERENCE" of the Proxy Statement is incorporated
herein by reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in "SUMMARY -- Opinion of Financial
Advisor"; "SUMMARY -- Conflicts of Interest"; "SUMMARY -- Financing of the
Merger"; "SPECIAL FACTORS - Opinion of Financial Advisor"; "SPECIAL FACTORS -
Conflicts of Interest"; "THE SPECIAL MEETING -- Solicitation of Proxies"; "THE
MERGER -- Financing"; "THE MERGER AGREEMENT -- Fees and Expenses"; and "THE
MERGER AGREEMENT -- Estimated Fees and Expenses of the Merger" of the Proxy
Statement is incorporated herein by reference.
(b) Negative.
ITEM 16. ADDITIONAL INFORMATION.
Not applicable.
SIGNATURES
After due 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
June 18, 1999
KILLEARN PROPERTIES, INC.
By: /S/Mallory E. Horne
MALLORY E. HORNE
Chairman of the Board
KILLEARN, INC.
By: /s/ J.T. Williams, Jr.
J.T. WILLIAMS, JR.
President
KILLEARN DEVELOPMENT, INC.
By: /s/ David K. Williams
DAVID K. WILLIAMS
President
/s/ J.T. Williams, Jr.
J.T. Williams, Jr.
/s/ David K. Williams
David K. Williams
/s/ John R. Williams
John R. Williams
/s/ J.T. Williams, III
J.T. Williams, III
INDEX TO EXHIBITS
EXHIBIT
NUMBER
DESCRIPTION
(a) Revolving Line of Credit with American Century Bank.
(b) 1. Opinion of American Express Tax and Business Services Included
as Appendix B to Exhibit (d) hereto.
2. Appraisal of Eagles' Landing I-75 Property dated as of October 1,
1998 prepared by Bob Sorrels & Associates.
3. Appraisal of Windsong Plantation dated as of November 1, 1996
prprared by Bob Sorrels & Associates.
4. Appraisal of Eagles' Landing Phase 6 and 7 dated as of May 7, 1997
prepared by John K. Selfe III.
5. Appraisal of Windsong Phase VI dated as of August 15, 1996
prepared by John K. Selfe III.
6. Appraisal of Parkside Phase III dated as of April 3, 1996 prepared
by John K. Selfe III.
(c) 1. Agreement and Plan of Merger, dated May 10, 1999, among Killearn
Properties, Inc., Killearn Development, Inc., and Killearn, Inc.
included as Appendix A to Exhibit (d) hereto.
2. Promissory Notes of Wimberly Investment Funds, L.P. in favor of
Killearn, Inc., including extensions thereto.
3. Security Agreements between Wimberly Investment Funds, L.P. and
Killearn, Inc.
4. Promissory Notes of Proactive Technologies, Inc. in favor of
various creditors.
5. Pledge Agreements between Proactive Technologies and various
creditors.
6. Agreement to Purchase Promissory Notes of Proactive Technologies,
Inc. by Killearn, Inc. from various creditors.
(d) Preliminary Proxy Statement of Killearn Properties, Inc., as amended.
(e) Not applicable.
(f) Not applicable.
KILLEARN, INC. AMERICAN CENTURY BANKING CORP.
1570 B ROCK QUARRY ROAD 2750 HIGHWAY 42 NORTH PO BOX 2130
STOCKBRIDGE, GA 30281 STOCKBRIDGE, GA 30281
Borrower's Name and Address Lender's Name and Address
Line of Credit No. 5000667
Date March 24, 1999
Max. Credit Amt. $2,000,000.00
Loan Ref. No. 5000667
You have extended to me a line of credit in the
AMOUNT of TWO MILLION AND NO/100 $2,000,000.00
You will make loans to me from time to time until 4 PM on March 22, 2000.
Although the line of credit expires on that date, I will remain obligated to
perform all my duties under this agreement so long as I owe you any money
advanced according to the terms of this agreement, as evidenced by any note or
note I have signed promising to repay these amounts.
This line of credit is an agreement between you and me. It is not intended
that any third party receive any benefit from this agreement, whether by direct
payment, reliance for future payment or in any other manner. This agreement
is not a letter of credit.
1. AMOUNT: This line of credit is:
X-OBLIGATORY: You may not refuse to make loan to me under this line of
Credit unless one of the following occurs;
a. I have borrowed the maximum amount available to me;
b. This line of credit has expired;
c. I have defaulted on the note (or notes) which show my indebtedness
under this line of credit;
d. I have violated any term of this line of credit or any note or other
agreement entered into in connection with this line of credit:
__ DISCRETIONARY: You may refuse to make a loan to me under this line of
credit once the aggregate outstanding advances equal or exceed ______$ _____.
Subject to the obligatory or discretionary limitations above, this line of
Is:
X OPEN-END (Business or Agricultural only): I may borrow up to the
Maximum amount of principal more than one time.
__ CLOSED-END: I may borrow up to the maximum only one time.
2. PROMISSORY NOTE: I will repay any advances made according to this line of
credit agreement as set out in the promissory note, I signed on March 24, 1999,
or any note(s) I sign at a later time which represent advances under this
agreement. The note(s) set(s) out the terms relating to maturity, interest
rate, repayment and advances. If indicated on the promissory note, the
advances will be made as follows: per customers verbal or written request.
3. RELATED DOCUMENTS: I have signed the following documents in connection
with this line of credit and note(s) entered into in accordance with this line
of credit:
__security agreement dated _____ X DEED TO SECURE DEBT OF EVEN DATE.
__mortgage dated _______________
X guaranty dated MARCH 24, 1999
4. REMEDIES: If I am in default on the note(s) you may:
a. take any action as provided in the related documents;
b. without notice to me, terminate this line of credit,
by selecting any of these remedies you do not give up your right to later
use any other remedy. By deciding not to use any remedy should I default,
you do not waive your right to later consider the event a default, if it
happens again.
5. COSTS AND FEES: If you hire an attorney to enforce this agreement I will
pay your reasonable attorney's fees, where permitted by law. I will also pay
your court costs and costs of collection, where permitted by law.
6. COVENANTS: For as long as this line of credit is in effect or I owe you
money for advances made in accordance with the line of credit, I will do the
following:
a. maintain books and records of my operations relating to the need for this
line of credit.
b. permit you or any of your representatives to inspect and/or copy these
records;
c. provide to you any documentation requested by you which support the reason
for making any advance under this line of credit;
d. permit you to make any advance payable to the seller (or seller and me)
of any items being purchased with that advance;
7. NOTICES: All notices or other correspondence with me should be sent to
my address stated above. The notice or correspondence shall be effective when
deposited in the mail, first class, or delivered to me in person.
8. MISCELLANEOUS: This line of credit may not be changed except by a written
agreement signed by you and me. The law of the state in which you are located
will govern this agreement. Any item of this agreement which is contrary to
applicable law will not be effective, unless the law permits you and me to
agree to such a variation.
FOR THE LENDER SIGNATURES: I AGREE TO THE TERMS OF
THIS LINE OF CREDIT. I HAVE RECEIVED
A COPY ON TODAY'S DATE.
By: /s/ Guy Quinn By: /s/ John R. Williams
GUY QUINN JOHN R WILLIAMS
President Vice President
