SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13-D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
PROACTIVE TECHNOLOGIES, INC.
(Name of Issuer)
74266K 20 8
CUSIP Number
G. David Gordon
7633 East 63rd Place, Suite 210
Tulsa, OK 74133
(918) 254-4997
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 21, 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(b)(3) or (4), check the following
box [ ]
Check the following box if a fee is being paid with this statement [ ](A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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).
(1) Names of Reporting Persons Tax Identification Number
Mark A. Conner ###-##-####
(2) Check the Appropriate Box if a Member of a Group a. [ ]
b. [ ]
(3) SEC Use Only
(4) Source of Funds
(5) Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization Florida, U.S.A.
Number of (7) Sole Voting Power
Shares 2,853,077
Beneficially
Owned By (8) Shared Voting Power
Each --0--
Reporting
Person (9) Sole Dispositive Power
With: 2,853,077
(10) Shared Dispositive Power
--0--
(11) Aggregate Amount Beneficially
Owned By Each Reporting Person 2,853,077
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions) [ ]
(13) Percent of class represented by amount in Row (11) 15.695%
(14) Type of Reporting Person IN
Item 1. Security and Issuer.
The class of equity securities to which this statement relates
is the common stock, $0.04 par value (the "Stock"), of Proactive
Technologies, Inc., a Delaware corporation ("Proactive"). The
executive offices of Proactive are located at 7118 Beech Ridge Trail,
Tallahassee, Florida 32312.
Item 2. Identity and Background.
(a.) (b.) (c.) (f.) This statement is filed by Mark A. Conner
("Conner") is 7118 Beech Ridge Trail, Tallahassee, Florida 32312. Conner's
principal occupation is serving as president of Henry Holdings, a real
estate development company. Mr. Conner assumed this posiiton with Henry
Holdings, Inc. immediately after his resignation from Proactive. Conner is a
citizen of the United States.
(d.) (e.) During the last five (5) years, Conner has not been
(i) convicted in a criminal proceeding (excluding traffic violation or
similar misdemeanors) or (ii) 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.
Five Million (5,000,000) shares of Stock returned to the Company
by Conner in exchange for 100% of the shares of Henry Holdings, Inc.,
as wholly owned subsidiary of the Company, which assets were estimated
not-to-exceed $2,000,000 as part and parcel of a Stock Exchange Agreement
entered into between Proactive and Conner on or about January 21, 1999
("Disposition").
In addition, Conner distributed shares of stock on the following
dates:
Date Price Distributed To No. of Shares
(Net of commissions)
- ---- ------- ---------------- ---------------
11/8/96 Gift Employees and Friends 292,000
5/11/98 1.32 Open Market 20,000
5/11/98 1.265 Open Market 15,000
5/11/98 1.141 Open Market 5,000
5/12/98 1.569 Open Market 20,000
5/13/98 2.008 Open Market 2,100
5/13/98 2.074 Open Market 6,000
5/13/98 1.539 Open Market 5,900
5/26/98 1.071 Open Market 20,000
5/26/98 1.078 Open Market 20,000
9/15/98 .50 David G. Black 300,000
Item 4. Purpose of Transaction.
The disposition of Stock reported herein was made to dispose of a
controlling interest in Proactive. As part of the Disposition, Conner
resigned his position on the Board of Directors and his titles as Chairman
and President and Chief Executive Officer of Proactive. Conner may
from time to time, depending on market conditions, the state of affairs
of Proactive and the business of Proactive, acquire or dispose of
additional shares of Proactive. Conner intends to continue to consider
his equity interests in Proactive and reserve the right to formulate such
plans or proposals, and to take such action, as may seem appropriate in
the circumstances existing at any future date.
Except as set forth above, Conner has no present 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 13-d.
Item 5. Interest in Securities of Issuer.
a.) At the close of business on January 21, 1999, Conner
beneficially owned 2,853,077 shares of Stock, or approximately 15.695%
of the 18,178,245 shares of common stock reported by Proactive in its
Form 10-QSB filing for the period ended September 30, 1998, as adjusted,
to reflect the return of the shares
b.) Conner has sole voting and dispositive power with respect to
2,853,077 of the shares of Stock disclosed in Item 5(a.) above.
c.) Conner has not sold any shares of Stock during the past sixty
days, except as set forth above.
d.) This section is not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
None.
There are no securities which are pledged or otherwise are subject to
a contingency the occurrence of which would give another person voting
power or investment power over such securities.
Item 7. Material to be filed as Exhibits.
There is no material to be filed as Exhibits. There are no written
agreements relating to the filing of joint acquisition statements as
required by Rule 13d-1(f) (Section 240.13d-1(f))and copies of all written
agreements, contracts, arrangements, understandings, plans or proposals
relating to:(1.) the borrowing of funds to finance the acquisition as
disclosed in Item 3; (2.) the acquisition of issuer control, liquidation,
sale of assets, merger, or change in business or corporate structure, or
any other matter as disclosed in Item 4; and (3.) the transfer or voting
of the securities, finder's fees, joint ventures, options, puts, calls,
guarantees of loans, guarantees against loss or profit, or the giving or
withholding of any proxy as disclosed in Item 6.
<PAGE> 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.
Dated: February 1, 1999
/s/ Mark A. Conner
____________________________
Mark A. Conner
