SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
KILLEARN PROPERTIES, INC.
(Name of issuer)
Common Stock
(Title of class of securities)
494125707
(CUSIP number)
J.T. Williams
Killearn, Inc.
1570 Rock Quarry Road, Suite B
Stockbridge, GA 30281
(770) 389-2004
(Name, address and telephone Number of Person
Authorized to Receive Notices and Communications)
August 10, 1999
(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), Rule 13d-1(f) or Rule 13d-1(g),
check the following box ___.
Schedule 13D
Cusip No. 494125707
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Killearn, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)X
(b)__
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, BK and OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) __
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER -0-
8. SHARED VOTING POWER -0-
9. SOLE DISPOSITIVE POWER -0-
10. SHARED DISPOSITIVE POWER -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ___
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not applicable
14. TYPE OF REPORTING PERSON
CO
Schedule 13D
Cusip No. 494125707
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
J. T. Williams
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)X
(b)__
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ___
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER -0-
8. SHARED VOTING POWER -0-
9. SOLE DISPOSITIVE POWER -0-
10. SHARED DISPOSITIVE POWER -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not applicable
14. TYPE OF REPORTING PERSON
IN
Schedule 13D
Cusip No. 494125707
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John R. Williams
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)X
(b)__
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)___
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER -0-
8. SHARED VOTING POWER -0-
9. SOLE DISPOSITIVE POWER -0-
10. SHARED DISPOSITIVE POWER -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES___
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not applicable%
14. TYPE OF REPORTING PERSON
IN
Schedule 13D
Cusip No. 494125707
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
David K. Williams
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)X
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ___
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER -0-
8. SHARED VOTING POWER -0-
9. SOLE DISPOSITIVE POWER -0-
10. SHARED DISPOSITIVE POWER -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not applicable
14. TYPE OF REPORTING PERSON
IN
Schedule 13D
Cusip No. 494125707
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Killearn Development, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)X
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, BK and OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)__
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER -0-
8. SHARED VOTING POWER -0-
9. SOLE DISPOSITIVE POWER -0-
10. SHARED DISPOSITIVE POWER -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not applicable
14. TYPE OF REPORTING PERSON
CO
This amendment no. 2 to Schedule 13D ("Amendment No. 2") is filed as the
second amendment to the Statement on Schedule 13D, dated January 19, 1999 (the
"Original Schedule 13D"), filed on behalf of Killearn, Inc., a Georgia
corporation ("Killearn"), relating to the common stock, par value $0.10 per
share (the "Common Stock"), of Killearn Properties, Inc., a Florida
corporation (the "Issuer"). This Amendment No. 2 reflects material changes in
the amendment no. 1 to the Original Schedule 13D, dated April 21, 1999
("Amendment No. 1"), filed on behalf of Killearn, Inc. , such material changes
being more fully reflected in Items 2, 3, 4, 5, 6 and 7 below and also
reflects that the Schedule 13D is filed jointly on behalf of Killearn,
Killearn Development, Inc., a Georgia corporation and the wholly owned
subsidiary of Killearn ("Killearn Development"), J.T. Williams, John R.
Williams and David K. Williams (individually, the "Reporting Person" and
collectively, the "Reporting Persons"). Killearn, Killearn Development and
each of Messrs. Williams may be deemed to be acting together in connection
with the acquisition, holding and disposition of the Common Stock. Nothing
contained in this Schedule 13D, however, shall be construed as an admission
that any of the Reporting Persons is the beneficial owner of the other
Reporting Persons' Common Stock and each Reporting Person expressly disclaims
the beneficial ownership of the Common Stock beneficially owned by the other
Reporting Persons.
Item 2. Identity and Background.
Information regarding the Reporting Persons was provided in the Original
Schedule 13D and Amendment No. 1.
Item 3. Source and Amount of Funds and Other Consideration.
Information regarding the Source and Amount of Funds and other Consideration
was provided in the Original Schedule 13D and Amendment No. 1. In addition,
in order to effectuate the merger transaction whereby the Issuer merged with
and into Killearn Development, Killearn has utilized working capital and
borrowed approximately $900,000 under an existing line of credit with American
Century Bank, a copy of which is attached as Exhibit H to Amendment No.1 and
is incorporated herein by reference. The line of credit is secured by real
property owned by Killearn. The interest rate under the line of credit is
prime rate plus 0.5 and the documents related to the line of credit contain
affirmative, negative and financial covenants and events of default customary
for credit facilities of a similar size and type. Draws under the line of
credit are subject to the satisfaction of customary conditions for similar
financing.
Item 4. Purpose of Transaction.
Item 4 is hereby by amended by adding the following.
On August 9, 1999, a majority of the shareholders of the Issuer voted in favor
of the merger transaction whereby the Issuer merged with and into Killearn
Development. On August 10, 1999, the Issuer and Killearn Development filed
Articles of Merger with the Secretary of State of Florida and Killearn
Development filed a Certificate of Merger with the State of Georgia thereby
consummating the merger transaction.
As a result of the merger transaction and upon filing the appropriate
notification, the Common Stock ceased to be authorized for listing on the
American Stock Exchange and became eligible for termination of registration
under Section 12(g)(4) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). On August 12, 1999, the Issuer filed a Form 15 and
thereby terminated its registration under the Exchange Act.
Except as described above, the Reporting Persons have no plans or proposals
that would result in any actions specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Pursuant to the terms of the Merger Agreement, each share of Common Stock
was automatically canceled and retired and ceased to exist, including the
all of the shares owned by the Reporting Persons. Therefore, as of August
10, 1999, the Reporting Persons beneficially owned no shares of Common
Stock and no other shares of Common Stock were outstanding
(b) Not applicable.
(c) Other than the merger transaction, none of the Reporting Persons has
engaged in any transactions in Common Stock in the period commencing 60 days
prior to August 10, 1999 (the date of event that required the filing of this
Amendment No. 2) and ending on the date hereof.
(d) Not applicable.
(e) Each of the Reporting Persons ceased to beneficially own 5% of the
Common Stock upon consummation of the merger on August 10, 1999.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Not applicable
Item 7. Material to be Filed as Exhibits.
Exhibit A Statement of Joint Schedule 13D Filings, dated as of October 4,
1999, among Killearn, Inc., Killearn Development, Inc., J.T. Williams, John R.
Williams and David K. Williams
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.
October 4, 1999 KILLEARN, INC.
By:/S/ J.T. WILLIAMS, JR.
J.T. Williams,
President
KILLEARN DEVELOPMENT, INC.
By:/S/ DAVID K. WILLIAMS
David K. Williams,
President
/S/ J.T. WILLIAMS, JR.
J.T. Williams
/S/ JOHN R. WILLIAMS
John R. Williams
/S/ DAVID K. WILLIAMS
David K. Williams
EXHIBIT A
STATEMENT OF JOINT SCHEDULE 13D FILINGS
The undersigned acknowledge and agree that the Statement on Schedule 13D with
respect to the Common Stock, par value $.10 per share, of Killearn Properties,
Inc., a Florida corporation, and any amendments thereto, shall be filed
jointly on behalf of each of the undersigned.
October 4, 1999 KILLEARN, INC.
By:/S/ J.T. WILLIAMS, JR.
J.T. Williams,
President
KILLEARN DEVELOPMENT, INC.
By:/S/ DAVID K. WILLIAMS
David K. Williams,
President
/S/ J.T. WILLIAMS, JR.
J.T. Williams
/S/ JOHN R. WILLIAMS
John R. Williams
/S/ DAVID K. WILLIAMS
David K. Williams
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
Arthur L. Gallagher
(305) 579-0783
October 4, 1999
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: Killearn Properties, Inc. (Commission File No. 1-06762) (the
"Registrant")
Dear Sir or Madam:
On behalf of Joseph T. Williams, Jr. and Killearn, Inc., enclosed for filing,
via direct transmission to the EDGAR system of the Securities and Exchange
Commission is amendment no. 2 to Schedule 13D dated as of August 10, 1999.
Sincerely,
/s/ Arthur L. Gallagher
Arthur L. Gallagher
Securities and Exchange Commission
Christina Chalk, Esq.
