-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WNoqXknc0eY3Tz1cNS0RryHtHW7Dgsxpcfgwk4j07Tc+nhKe7l7uBsYqQRZesIDM zNZQqNTTC/iwqV43BJzVrQ== 0000950144-98-000172.txt : 19980109 0000950144-98-000172.hdr.sgml : 19980109 ACCESSION NUMBER: 0000950144-98-000172 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980108 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KILLEARN PROPERTIES INC CENTRAL INDEX KEY: 0000055742 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 591095497 STATE OF INCORPORATION: FL FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-19545 FILM NUMBER: 98503218 BUSINESS ADDRESS: STREET 1: 100 EAGLES LANDING WAY CITY: STOCKBRIDGE STATE: GA ZIP: 30281 BUSINESS PHONE: 4043892020 MAIL ADDRESS: STREET 1: 100 EAGLES LANDING WAY CITY: STOCKBRIDGE STATE: GA ZIP: 30281 FORMER COMPANY: FORMER CONFORMED NAME: KILLEARN ESTATES INC DATE OF NAME CHANGE: 19730911 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PROACTIVE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000722839 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 232265039 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7118 BEECH RIDGE TRAIL STREET 2: STE 402 CITY: TALLAHASSEE STATE: FL ZIP: 32312 BUSINESS PHONE: 9046685800 MAIL ADDRESS: STREET 1: 7118 BEECH RIDGE TRAIL STREET 2: SUITE 402 CITY: TALLAHASSEE STATE: FL ZIP: 32312 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE MEDICAL CORPORATION DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE MEDICAL CORP INC DATE OF NAME CHANGE: 19910103 SC 13D/A 1 KILLEARN PROPERTIES INC 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 4)* KILLEARN PROPERTIES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.10 PER SHARE (Title of Class of Securities) 494125107 (CUSIP Number) MARK A. CONNER PRESIDENT PROACTIVE TECHNOLOGIES, INC. 7118 BEECH RIDGE TRAIL TALLAHASSEE, FLORIDA 32312 (904) 668-8500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: PAUL A. QUIROS KING & SPALDING 191 PEACHTREE STREET ATLANTA, GEORGIA 30303 (404) 572-4600 DECEMBER 24, 1997 (Date of Event which Requires Filing of this Statement) Ifthe 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 [ ]. * 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). 2 SCHEDULE 13D CUSIP No. - 494125107 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PROACTIVE TECHNOLOGIES, INC. 23-2265039 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] N/A (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) N/A [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION STATE OF DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 447,430 BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER REPORTING NONE PERSON WITH 9 SOLE DISPOSITIVE POWER 447,430 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 447,430 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.4% 14 TYPE OF REPORTING PERSON CO -2- 3 ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock, par value $.10 per share (the "Common Stock"), of Killearn Properties, Inc. ("Issuer") and amends Amendment No. 2 to Schedule 13D filed on September 8, 1997 and Amendment No. 3 to Schedule 13D filed on December 23, 1997. The principal executive offices of Issuer are located at 100 Eagle's Landing Way, Stockbridge, Georgia 30281. ITEM 2. IDENTITY AND BACKGROUND (a), (b), (c) and (f). This statement is being filed by Proactive Technologies, Inc., a Delaware corporation ("Proactive"), having its principal place of business located at 7118 Beech Ridge Trail, Tallahassee, Florida 32312. Proactive's principal business is the development of real estate. (d) and (e). Listed below are the names, business addresses and occupational information for (a) each executive officer and director of Proactive, (b) each person controlling Proactive, and (c) each person ultimately in control of Proactive. During the last five (5) years, neither Proactive nor, to the best of Proactive's knowledge, any of the individuals, been convicted in a criminal proceeding (excluding traffic violation or similar misdemeanors) or 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. NAME PRESENT PRINCIPAL OCCUPATION & BUSINESS ADDRESS James A. Preiss Chief Executive Officer Director Proactive Technologies, Inc. 7118 Beech Ridge Trail Tallahassee, FL 32312 Mark A. Conner Chairman of the Board President Proactive Technologies, Inc. 7118 Beech Ridge Trail Tallahassee, FL 32312 Langdon S. Flowers, Jr. Director Proactive Technologies, Inc. 329 North Broad Street Thomasville, GA 31799 Marshall R. Cassedy, Jr. Director Proactive Technologies, Inc. 2012-D North Point Blvd. Tallahassee, FL 32308 Ben S. Branch Director Proactive Technologies, Inc. School of Management Finance Department University of Massachusetts Amherst, MA 01003 -3- 4 Robert E. Maloney, Jr., Esq. Director Corporate Counsel Proactive Technologies, Inc. 7118 Beech Ridge Trail Tallahassee, FL 32312 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Proactive entered into Put and Call Agreements with certain shareholders of Issuer whereby Proactive may purchase or such shareholders may sell up to 132,000 shares of Common Stock at a purchase price of $9.50 per share or an aggregate of $1,254,000. Proactive has sent written notice to each of such shareholders indicating Proactive's exercise of its call rights pursuant to the Put and Call Agreements. The purchase price for such shares shall be paid with short-term promissory notes issued by Proactive that accrue interest at the prime rate plus 1%. ITEM 4. PURPOSE OF TRANSACTION The purpose of the transactions contemplated by the Put and Call Agreements is to acquire additional shares of Issuer's Common Stock to gain majority control of Issuer. If Proactive gains majority control of Issuer, Proactive plans to evaluate changes in Issuer's corporate governance and structure that Proactive deems desirable, including, without limitation, a possible merger or business combination between Proactive and Issuer, the removal of certain of the current members of the board of directors, the election or appointment of new directors to fill the vacancies created by such removal, and certain changes in the current management of Issuer. Except as set forth above, Proactive has no 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 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Proactive may be deemed to be the beneficial owner of the 447,430 shares of Common Stock of Issuer or approximately 50.4% of the 887,412 shares of Common Stock reported by Issuer to be issued and outstanding as of October 31, 1997. Pursuant to the Put and Call Agreements, Proactive has exercised its right to purchase 132,000 of the 447,430 shares of Common Stock that Proactive is deemed to beneficially own. See Item 3. This number does not include 90,746 shares that were previously reported as held by Proactive in Amendment No. 2 to Schedule 13D filed on September 8, 1997. Proactive and J.T. Williams failed to complete the transactions reported in such amendment. Ben S. Branch, a director of Proactive, beneficially owns 5,000 shares of Common Stock. To Proactive's knowledge, no other person named in Item 2 beneficially owns any shares of Common Stock. (b) Proactive has the sole voting and dispositive power with respect to the 447,430 shares of Common Stock disclosed in Item 5(a). Mr. Branch has sole voting and dispositive power with respect to the 5,000 shares of Common Stock disclosed in Item 5(a). (c) Proactive entered into Put and Call Agreements with certain shareholders of Issuer on December 24, 1997 to purchase 132,000 shares of Common Stock at a price of $9.50 per share. On January 6, 1998, Proactive sent notice of its exercise of its call rights to acquire all such shares. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER See Item 4 for a description of the Put and Call Agreements. -4- 5 Of the 447,430 shares of Common Stock beneficially owned by Proactive, 315,430 shares are pledged to First Community Bank ("FCB") to secure certain of Proactive's obligations to FCB. Upon default by Proactive of those obligations, FCB may exercise its rights against and could gain voting and investment power over such shares. The promissory notes that will be issued in connection with the purchase by Proactive of the 132,000 shares of Common Stock subject to the Put and Call Agreements will be secured by a pledge of such shares to the selling shareholders. Upon default by Proactive under the terms of the promissory notes, the selling shareholders may exercise their rights against and could gain voting and investment power over such shares. Except as set forth above, to the best of Proactive's knowledge, no contracts, arrangements, understandings or relationships (legal or otherwise) exist among the persons named in Item 2 or among such persons and any other person with respect to any securities of Issuer, including but not limited to, transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following exhibits are filed herewith:
Exhibit Description ------- ----------- 1 Put and Call Agreement dated December 24, 1997 by and between Proactive and W. Reid Sanders. 2 Put and Call Agreement dated December 24, 1997 by and between Proactive and O. Mason Hawkins. 3 Put and Call Agreement dated December 24, 1997 by and among Proactive, O. Mason Hawkins and Ann Butterfield Hawkins.
-5- 6 SIGNATURES 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. PROACTIVE TECHNOLOGIES, INC. By: /s/ Mark A. Conner ---------------------------- Mark A. Conner, President Date: January 8, 1998 -6- 7 EXHIBIT INDEX
EXHIBIT DESCRIPTION 1 Put and Call Agreement dated December 24, 1997 by and between Proactive Technologies, Inc. and W. Reid Sanders. 2 Put and Call Agreement dated December 24, 1997 by and between Proactive Technologies, Inc. and O. Mason Hawkins. 3 Put and Call Agreement dated December 24, 1997 by and among Proactive Technologies, Inc., O. Mason Hawkins and Ann Butterfield Hawkins.
-2- EX-99.1 2 AGREEMENT BETWEEN PROACTIVE & SANDERS 1 EXHIBIT 1 PUT AND CALL AGREEMENT THIS PUT AND CALL AGREEMENT ("Agreement") is made and entered into as of December 24, 1997, by and between W. REID SANDERS, a resident of Shelby County, Tennessee ("Stockholder"), and PROACTIVE TECHNOLOGIES, INC., a Delaware corporation ("Stockbuyer"). WHEREAS, Stockholder wishes to sell to Stockbuyer FIFTY THOUSAND (50,000) Shares of common stock of Killearn Properties, Inc., a Florida corporation (the "Common Stock"); WHEREAS, Stockbuyer wishes to purchase the Common Stock from Stockholder; WHEREAS, Stockholder wishes to have a right to put the Common Stock to Stockbuyer during the term of this Agreement; and WHEREAS, Stockbuyer wishes to have a right to call the Common Stock from Stockholder during the term of this Agreement; NOW THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration paid by each party to the other, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Put During the Term of this Agreement, Stockbuyer hereby agrees to purchase from Stockholder all, but not less than all, the Common Stock held by Stockholder that Stockholder puts to Stockbuyer for the Purchase Price set forth below and on the terms and conditions set forth in this Agreement (the "Put"). 2. Grant of Call During the Term of this Agreement, Stockholder hereby agrees to sell to Stockbuyer all, but not less than all, the Common Stock held by Stockholder that Stockbuyer calls from Stockholder for the Purchase Price set forth below and on the terms and conditions set forth in this Agreement (the "Call"). 2 3. Purchase Price Upon exercise of the Put or the Call, the purchase price per share to be paid by Stockbuyer (the "Purchase Price") for the shares of Common Stock shall be Nine Dollars and Fifty Cents ($9.50) per share or FOUR HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($475,000) for all the Common Stock, payable, at Stockbuyer's discretion, by wire transfer of immediately available funds, a certified or bank cashier's check or by delivery of a promissory note from Stockbuyer bearing interest at the prime rate plus one percent (1%), with principal and accrued interest due on the earlier of 180 days from the date of the note or when the remaining shareholders of Killearn Properties, Inc. are paid their consideration under the proposed merger. 4. Term and Method of Exercising Put and Call (a) The Put and Call may be exercised for six (6) months (the "Term") from the date of this Agreement. (b) The Put may be exercised by Stockholder by giving Stockbuyer a written notice during the Term of this Agreement requesting Stockbuyer to purchase the Common Stock. Stockbuyer shall pay Stockholder the Purchase Price within ten (10) days of receipt of such notice. Upon receipt of the Purchase Price, Stockholder shall deliver to Stockbuyer the stock certificate(s) representing the Common Stock along with any and all stock powers or other transfer instruments as may be reasonably required by Stockbuyer. (c) The Call may be exercised by Stockbuyer by giving Stockholder a written notice during the Term of this Agreement requesting Stockholder to sell the Common Stock. Stockbuyer shall pay Stockholder the Purchase Price within five (5) days of receipt of such notice. Upon receipt of the Purchase Price, Stockholder shall deliver to Stockbuyer the stock certificate(s) representing the Common Stock along with any and all stock powers or other transfer instruments as may be reasonably required by Stockbuyer. (d) In the event that Stockbuyer elects to deliver a promissory note in satisfaction of the Purchase Price as authorized in Paragraph 3, above, Stockbuyer hereby agrees that Stockholder may retain physical possession of the certificates representing the shares of Common Stock in order to establish a perfected security interest in such shares pending payment of the promissory note, and Stockholder agrees that Stockbuyer shall receive in the interim all other rights with respect to such shares, including the right to vote such shares of Common Stock and to receive dividends or distributions declared thereon. - 2 - 3 5. Non-Transferability of Put and Call Neither the Put nor the Call shall be sold, assigned, transferred, pledged or hypothecated in any way by either party without the prior written consent of the other party and shall not be subject to execution, attachment or any similar process. 6. Adjustments In the event that the outstanding shares of the Common Stock are changed into or exchanged for a different number or kind of shares or other securities of Killearn Properties, Inc. or of another corporation or other entity by reason of merger, consolidation, reorganization, recapitalization, reclassification, combination of shares, stock split, stock dividend or similar transaction, the rights under this Agreement (both as to the number and type of shares obtainable upon exercise of the Put or Call and the Purchase Price) shall be adjusted appropriately. 7. Notices Any notice, request, document or other communication pertaining to this Agreement shall be deemed to be sufficiently given upon personal delivery to the other party, or by telecopy delivery (confirmed receipt), or upon depositing same in the United States mail, return receipt requested, properly addressed to the respective parties or such other address as they may give to the other party in writing in the same manner as follows: Stockholder: W. Reid Sanders 6075 Poplar Avenue, Suite 900 Memphis, Tennessee 38119 Telecopier No.: (901) 818-5210 Stockbuyer: Proactive Technologies, Inc. 7118 Beech Ridge Trail Tallahassee, Florida 32312 Attention: Mark A. Conner Telecopier No.: (850) 668-9100 - 3 - 4 8. Miscellaneous This Agreement shall be governed by, and enforced and construed in accordance with, the laws of the State of Delaware. This Agreement contains the entire understanding of the parties hereto and supersedes any prior understanding and/or written or oral agreement between them respecting the subject matter hereof. No revision, modification or change of this Agreement whatsoever shall be claimed or become valid unless the same is in writing and executed by Stockbuyer and by Stockholder. This Agreement may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. STOCKHOLDER: /s/ W. Reid Sanders (SEAL) -------------------------------- W. Reid Sanders STOCKBUYER: PROACTIVE TECHNOLOGIES, INC. By: /s/ Mark A. Conner ----------------------------- Mark A. Conner, President - 4 - EX-99.2 3 AGREEMENT BETWEEN PROACTIVE & HAWKINS 1 EXHIBIT 2 PUT AND CALL AGREEMENT THIS PUT AND CALL AGREEMENT ("Agreement") is made and entered into as of December 24, 1997, by and between O. MASON HAWKINS and ANN BUTTERFIELD HAWKINS, a resident of Tennessee, ("Stockholders"), and PROACTIVE TECHNOLOGIES, INC., a Delaware corporation ("Stockbuyer"). WHEREAS, Stockholders wish to sell to Stockbuyer FORTY THOUSAND FIVE HUNDRED (40, 500) Shares of common stock of Killearn Properties, Inc., a Florida corporation (the "Common Stock") held as a tenancy in common; WHEREAS, Stockbuyer wishes to purchase the Common Stock from Stockholders; WHEREAS, Stockholders wish to have a right to put the Common Stock to Stockbuyer during the term of this Agreement; and WHEREAS, Stockbuyer wishes to have a right to call the Common Stock from Stockholders during the term of this Agreement; NOW THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration paid by each party to the other, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Put During the Term of this Agreement, Stockbuyer hereby agrees to purchase from Stockholders all, but not less than all, the Common Stock held by Stockholders that Stockholders put to Stockbuyer for the Purchase Price set forth below and on the terms and conditions set forth in this Agreement (the "Put"). 2. Grant of Call During the Term of this Agreement, Stockholders hereby agree to sell to Stockbuyer all, but not less than all, the Common Stock held by Stockholders that Stockbuyer calls from Stockholders for the Purchase Price set forth below and on the terms and conditions set forth in this Agreement (the "Call"). 2 3. Purchase Price Upon exercise of the Put or the Call, the purchase price per share to be paid by Stockbuyer (the "Purchase Price") for the shares of Common Stock shall be Nine Dollars and Fifty Cents ($9.50) per share or THREE HUNDRED EIGHTY-FOUR THOUSAND, SEVEN HUNDRED FIFTY DOLLARS ($384,750) for all the Common Stock, payable, at Stockbuyer's discretion, by wire transfer of immediately available funds, a certified or bank cashier's check or by delivery of a promissory note from Stockbuyer bearing interest at the prime rate plus one percent (1%), with principal and accrued interest due on the earlier of 180 days from the date of the note or when the remaining shareholders of Killearn Properties, Inc. are paid their consideration under the proposed merger. 4. Term and Method of Exercising Put and Call (a) The Put and Call may be exercised for six (6) months (the "Term") from the date of this Agreement. (b) The Put may be exercised by Stockholders by giving Stockbuyer a written notice during the Term of this Agreement requesting Stockbuyer to purchase the Common Stock. Stockbuyer shall pay Stockholders the Purchase Price within ten (10) days of receipt of such notice. Upon receipt of the Purchase Price, Stockholders shall deliver to Stockbuyer the stock certificate(s) representing the Common Stock along with any and all stock powers or other transfer instruments as may be reasonably required by Stockbuyer. (c) The Call may be exercised by Stockbuyer by giving Stockholders a written notice during the Term of this Agreement requesting Stockholders to sell the Common Stock. Stockbuyer shall pay Stockholders the Purchase Price within five (5) days of receipt of such notice. Upon receipt of the Purchase Price, Stockholders shall deliver to Stockbuyer the stock certificate(s) representing the Common Stock along with any and all stock powers or other transfer instruments as may be reasonably required by Stockbuyer. (d) In the event that Stockbuyer elects to deliver a promissory note in satisfaction of the Purchase Price as authorized in Paragraph 3, above, Stockbuyer hereby agrees that Stockholder may retain physical possession of the certificates representing the shares of Common Stock in order to establish a perfected security interest in such shares pending payment of the promissory note, and Stockholder agrees that Stockbuyer shall receive in the interim all other rights with respect to such shares, including the right to vote such shares of Common Stock and to receive dividends or distributions declared thereon. - 2 - 3 5. Non-Transferability of Put and Call Neither the Put nor the Call shall be sold, assigned, transferred, pledged or hypothecated in any way by either party without the prior written consent of the other party and shall not be subject to execution, attachment or any similar process. 6. Adjustments In the event that the outstanding shares of the Common Stock are changed into or exchanged for a different number or kind of shares or other securities of Killearn Properties, Inc. or of another corporation or other entity by reason of merger, consolidation, reorganization, recapitalization, reclassification, combination of shares, stock split, stock dividend or similar transaction, the rights under this Agreement (both as to the number and type of shares obtainable upon exercise of the Put or Call and the Purchase Price) shall be adjusted appropriately. 7. Notices Any notice, request, document or other communication pertaining to this Agreement shall be deemed to be sufficiently given upon personal delivery to the other party, or by telecopy delivery (confirmed receipt), or upon depositing same in the United States mail, return receipt requested, properly addressed to the respective parties or such other address as they may give to the other party in writing in the same manner as follows: Stockholders: O. Mason Hawkins 6075 Poplar Avenue, Suite 900 Memphis, Tennessee 38119 Telecopier No.: (901) 818-5210 Stockbuyer: Proactive Technologies, Inc. 7118 Beech Ridge Trail Tallahassee, Florida 32312 Attention: Mark A. Conner Telecopier No.: (850) 668-9100 - 3 - 4 8. Miscellaneous This Agreement shall be governed by, and enforced and construed in accordance with, the laws of the State of Delaware. This Agreement contains the entire understanding of the parties hereto and supersedes any prior understanding and/or written or oral agreement between them respecting the subject matter hereof. No revision, modification or change of this Agreement whatsoever shall be claimed or become valid unless the same is in writing and executed by Stockbuyer and by Stockholders. This Agreement may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. STOCKHOLDERS: /s/ O. Mason Hawkins (SEAL) ------------------------------------- O. Mason Hawkins STOCKBUYER: PROACTIVE TECHNOLOGIES, INC. By: /s/ Mark A. Conner ---------------------------------- Mark A. Conner, President - 4 - EX-99.3 4 AGMT - PROACTIVE, MASON, HAWKINS & ANN HAWKINS 1 EXHIBIT 3 PUT AND CALL AGREEMENT THIS PUT AND CALL AGREEMENT ("Agreement") is made and entered into as of December 24, 1997, by and between O. MASON HAWKINS and ANN BUTTERFIELD HAWKINS, a resident of Tennessee, ("Stockholders"), and PROACTIVE TECHNOLOGIES, INC., a Delaware corporation ("Stockbuyer"). WHEREAS, Stockholders wish to sell to Stockbuyer FORTY THOUSAND FIVE HUNDRED (40, 500) Shares of common stock of Killearn Properties, Inc., a Florida corporation (the "Common Stock") held as a tenancy in common; WHEREAS, Stockbuyer wishes to purchase the Common Stock from Stockholders; WHEREAS, Stockholders wish to have a right to put the Common Stock to Stockbuyer during the term of this Agreement; and WHEREAS, Stockbuyer wishes to have a right to call the Common Stock from Stockholders during the term of this Agreement; NOW THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration paid by each party to the other, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Put During the Term of this Agreement, Stockbuyer hereby agrees to purchase from Stockholders all, but not less than all, the Common Stock held by Stockholders that Stockholders put to Stockbuyer for the Purchase Price set forth below and on the terms and conditions set forth in this Agreement (the "Put"). 2. Grant of Call During the Term of this Agreement, Stockholders hereby agree to sell to Stockbuyer all, but not less than all, the Common Stock held by Stockholders that Stockbuyer calls from Stockholders for the Purchase Price set forth below and on the terms and conditions set forth in this Agreement (the "Call"). 2 3. Purchase Price Upon exercise of the Put or the Call, the purchase price per share to be paid by Stockbuyer (the "Purchase Price") for the shares of Common Stock shall be Nine Dollars and Fifty Cents ($9.50) per share or THREE HUNDRED EIGHTY-FOUR THOUSAND, SEVEN HUNDRED FIFTY DOLLARS ($384,750) for all the Common Stock, payable, at Stockbuyer's discretion, by wire transfer of immediately available funds, a certified or bank cashier's check or by delivery of a promissory note from Stockbuyer bearing interest at the prime rate plus one percent (1%), with principal and accrued interest due on the earlier of 180 days from the date of the note or when the remaining shareholders of Killearn Properties, Inc. are paid their consideration under the proposed merger. 4. Term and Method of Exercising Put and Call (a) The Put and Call may be exercised for six (6) months (the "Term") from the date of this Agreement. (b) The Put may be exercised by Stockholders by giving Stockbuyer a written notice during the Term of this Agreement requesting Stockbuyer to purchase the Common Stock. Stockbuyer shall pay Stockholders the Purchase Price within ten (10) days of receipt of such notice. Upon receipt of the Purchase Price, Stockholders shall deliver to Stockbuyer the stock certificate(s) representing the Common Stock along with any and all stock powers or other transfer instruments as may be reasonably required by Stockbuyer. (c) The Call may be exercised by Stockbuyer by giving Stockholders a written notice during the Term of this Agreement requesting Stockholders to sell the Common Stock. Stockbuyer shall pay Stockholders the Purchase Price within five (5) days of receipt of such notice. Upon receipt of the Purchase Price, Stockholders shall deliver to Stockbuyer the stock certificate(s) representing the Common Stock along with any and all stock powers or other transfer instruments as may be reasonably required by Stockbuyer. (d) In the event that Stockbuyer elects to deliver a promissory note in satisfaction of the Purchase Price as authorized in Paragraph 3, above, Stockbuyer hereby agrees that Stockholder may retain physical possession of the certificates representing the shares of Common Stock in order to establish a perfected security interest in such shares pending payment of the promissory note, and Stockholder agrees that Stockbuyer shall receive in the interim all other rights with respect to such shares, including the right to vote such shares of Common Stock and to receive dividends or distributions declared thereon. - 2 - 3 5. Non-Transferability of Put and Call Neither the Put nor the Call shall be sold, assigned, transferred, pledged or hypothecated in any way by either party without the prior written consent of the other party and shall not be subject to execution, attachment or any similar process. 6. Adjustments In the event that the outstanding shares of the Common Stock are changed into or exchanged for a different number or kind of shares or other securities of Killearn Properties, Inc. or of another corporation or other entity by reason of merger, consolidation, reorganization, recapitalization, reclassification, combination of shares, stock split, stock dividend or similar transaction, the rights under this Agreement (both as to the number and type of shares obtainable upon exercise of the Put or Call and the Purchase Price) shall be adjusted appropriately. 7. Notices Any notice, request, document or other communication pertaining to this Agreement shall be deemed to be sufficiently given upon personal delivery to the other party, or by telecopy delivery (confirmed receipt), or upon depositing same in the United States mail, return receipt requested, properly addressed to the respective parties or such other address as they may give to the other party in writing in the same manner as follows: Stockholders: O. Mason Hawkins 6075 Poplar Avenue, Suite 900 Memphis, Tennessee 38119 Telecopier No.: (901) 818-5210 Stockbuyer: Proactive Technologies, Inc. 7118 Beech Ridge Trail Tallahassee, Florida 32312 Attention: Mark A. Conner Telecopier No.: (850) 668-9100 - 3 - 4 8. Miscellaneous This Agreement shall be governed by, and enforced and construed in accordance with, the laws of the State of Delaware. This Agreement contains the entire understanding of the parties hereto and supersedes any prior understanding and/or written or oral agreement between them respecting the subject matter hereof. No revision, modification or change of this Agreement whatsoever shall be claimed or become valid unless the same is in writing and executed by Stockbuyer and by Stockholders. This Agreement may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. STOCKHOLDERS: /s/ O. Mason Hawkins (SEAL) ------------------------------ O. Mason Hawkins /s/ Joseph L. Ott for for Ann B. Hawkins, POA (SEAL) ------------------------------ Ann Butterfield Hawkins STOCKBUYER: PROACTIVE TECHNOLOGIES, INC. By: /s/ Mark A. Conner -------------------------------- Mark A. Conner, President - 4 - -----END PRIVACY-ENHANCED MESSAGE-----