-----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, UXCVPLws6bkGS7qk1cZabahIJah7sAn73onaaV/13w3A9l2ZeHabInokA82hXdCo JNuekbyfkz0N9o7MqQqWGw== 0001047469-98-003784.txt : 19980206 0001047469-98-003784.hdr.sgml : 19980206 ACCESSION NUMBER: 0001047469-98-003784 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980205 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: 98522839 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: WIMBERLY INVESTMENT FUND LP CENTRAL INDEX KEY: 0001053534 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 582025217 STATE OF INCORPORATION: GA FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SUITE 300 STREET 2: 3000 CORPORATE CENTER DRIVE CITY: MORROW STATE: GA ZIP: 30620 MAIL ADDRESS: STREET 1: SUITE 300 STREET 2: 3000 CORPORATE CENTER DRIVE CITY: MORROW STATE: GA ZIP: 30260 SC 13D/A 1 SCH13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* -- Killearn Properties, Inc. -------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.10 per share -------------------------------------------------------- (Title of Class of Securities) 494125707 -------------------------------------------------------- (CUSIP Number) James M. Baker The Wimberly Investment Fund, L.P. Suite 300 3000 Corporate Center Drive Morrow, Georgia 30260 (770) 968-1900 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 28, 1998 -------------------------------------------------------- (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 / /. *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 - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons The Wimberly Investment Fund, L.P. - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* 00 - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Georgia - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Beneficially Owned Power 315,430 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 0 -------------------------------------------------- (9) Sole Dispositive Power 315,430 -------------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 315,430 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 35.5% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* PN - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! This Amendment No. 1 (the "Amendment") modifies and amends the Statement on Schedule 13D filed on January 26, 1998 (the "Schedule 13D") on behalf of The Wimberly Investment Fund, L.P. ("Wimberly") relating to the Common Stock, par value $.10 per share (the "Common Stock"), of Killearn Properties, Inc. ("Issuer"). ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: On January 28, 1998, Wimberly purchased 26,780 shares of Issuer's Common Stock from Proactive Technologies, Inc. ("Proactive"), in a private foreclosure sale conducted by Killearn, Inc., as a secured creditor of Proactive. Proactive consented to the foreclosure sale to Wimberly at a purchase price of $7.25 per share of Common Stock. Wimberly financed the acquisition of the 26,780 shares of Common Stock with a one-year 8.5% loan of the purchase price from Killearn, Inc., secured by a pledge of such shares of Common Stock to Killearn, Inc. Wimberly also purchased 288,650 shares (collectively with the 26,780 shares acquired on January 28, 1998, the "Shares") of Issuer's Common Stock shares from Proactive Technologies, Inc. ("Proactive"), in a private foreclosure sale conducted by Killearn, Inc., as a secured creditor, on January 15, 1998. The purchase price was $7.25 per share of Common Stock, representing the most recent trading price of the Common Stock on the American Stock Exchange as of the foreclosure sale. Wimberly financed the acquisition of the 288,650 shares of Common Stock with a one-year 8.5% loan of the purchase price from Killearn, Inc., secured by a pledge of such shares of Common Stock to Killearn, Inc. The promissory notes and security agreements between Killearn, Inc. and Wimberly relating to each purchase are customary in form and contain standard default provisions. Killearn, Inc. has agreed to hold Wimberly harmless in the event that Proactive contests the validity of the January 15, 1998 foreclosure. ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows: Wimberly has acquired the Shares for investment purposes and has no present plans to seek representation on the Issuer's Board of Directors, but may do so in the future. Except as indicated above or elsewhere herein, Wimberly 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; or i. Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: Wimberly is the beneficial owner of 315,430 shares of Common Stock, representing approximately 35.5% 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 2 October 31, 1997. Wimberly has the sole power to vote and to dispose of the Shares subject to the right of Killearn, Inc. to vote or sell the Shares in the event of default under Wimberly's notes to Killearn, Inc. Except as described herein, no transactions in the Common Stock were effected by Wimberly in the previous sixty day period. No other person is known to have a right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by Wimberly, other than the rights of Killearn, Inc. in the event of default. Neither Hudson Bridge nor any of its officers or directors are the beneficial owners of any other shares of the Issuer's Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows: See item 3 above. The security agreement between Wimberly and Killearn, Inc. provides that upon an event of default of the related note to Killearn, Inc., Killearn, Inc. would have the right to vote and dispose of the Common Stock pledged thereby. Wimberly may consult and confer with Killearn, Inc. and its principal, J.T. Williams, Jr., with respect to the voting of the Shares. There are no agreements, contracts or other arrangements with respect to the voting of the Shares. Except as indicated herein, Wimberly has not entered into any contracts, arrangements, understandings, or relationships (legal or otherwise) with respect to any securities of Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1* $2,092,712.50 Promissory Note dated January 15, 1998 Exhibit 99.2* Security Agreement dated January 15, 1998 Exhibit 99.3* Hold Harmless Agreement dated January 15, 1998 Exhibit 99.4 $194,155.00 Promissory Note dated January 28, 1998 Exhibit 99.5 Security Agreement dated January 28, 1998 [* filed previously] 3 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. THE WIMBERLY INVESTMENT FUND, L.P. By: Hudson Bridge, Company, Inc., its General Partner By: /s/ JAMES M. BAKER ------------------------------- Name: James M. Baker Title: President February 5, 1998 4 EX-99.4 2 EX-99.4 Borrower's Name and Address "I" includes each borrower below, jointly and severally. THE WIMBERLY INVESTMENT FUND, L.P. Suite 300 300 Corporate Center Dr. Morrow, Ga. 30260 Lender's Name and Address "You" means the Lender, its successors and assigns. KILLEARN, INC. 100 Eagle's Landing Way Stockbridge, Ga., 30281 Loan Number: Date: January 15, 1998 Maturity Date: January 15, 1999 Tax ID#: 58-2025217 For value received, I promise to pay to you, or your order, at your address listed above the PRINCIPAL sum of ONE HUNDRED THOUSAND ONE HUNDRED FIFTY FIVE AND 00/100--------------Dollars $194,155.00. SINGLE ADVANCE: I will receive all of this principal sum on January 15, 1998. No additional advances are contemplated under this note. INTEREST: I agree to pay interest on the outstanding principal balance from January 28, 1998 at the rate of 8.5% per year until January 15, 1999 ACCRUAL METHOD: Interest will be calculated on a ACTUAL/365 day basis. POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note owing after maturity, and until paid in full, as stated below: At a rate equal to 10% per annum PAYMENTS: I agree to pay this note as follows: INTEREST: I agree to pay accrued interest on January 15, 1999 PRINCIPAL: I agree to pay the principal on January 15, 1999 SECURITY: This note is separately secured by (describe separate document by type and date): 26,780 shares of common stock of KILLEARN PROPERTIES, INC. PURPOSE: The purpose of this loan is Investment SIGNATURES AND SEALS: IN WITNESS WHEREOF, I have signed my name and affixed my seal on this 28th day of January, 1998. By doing so, I agree to the terms of this Note (including those on page 2). I have received a copy on today's Date. THE WIMBERLY INVESTMENT FUND, L.P. BY: /s/ JAMES M. BAKER ------------------------------------ President of G.P. SIGNATURE FOR LENDER /s/ J.T. WILLIAMS, JR. - --------------------------------------- J. T. Williams, Jr., PRESIDENT EX-99.5 3 EX-99.5 SECURITY AGREEMENT (Collateral Pledge Agreement) Date: January 28, 1998 Debtor: THE WIMBERLY INVESTMENT FUND, L.P. Business Or Residence Suite 300 Address: 300 Corporate Center Drive City, State & Zip Code: Morrow, Ga., 30260 Secured Party: KILLEARN, INC. Address: 100 Eagle's Landing Way City, State & Zip Code: Stockbridge, Ga., 30281 1. SECURITY INTEREST AND COLLATERAL. To secure the debt, liability or obligation of the Debtor to secured party evidence by the following: Promissory note dated January 28, 1998 in the amount of $194,155.00 between the parties and any extensions, renewals or replacements thereof therein referred to as the "Obligations"). Debtor hereby grants Secured Party a security interest (herein called the "Security Interest") in the property owned by Debtor and held by Secured Party that is described as follows: 26,780 shares of the common stock of KILLEARN PROPERTIES, INC. together with all rights in connection with such property (herein called the "Collateral"). 2. REPRESENTATIONS, WARRANTIES AND COVENANTS. DEBTOR REPRESENTS, WARRANTS AND COVENANTS THAT: (a) Debtor will duly endorse, in blank, each and every instrument constituting Collateral by signing on said instrument or by signing a separate document of assignment or transfer, if required by Secured Party. (b) Debtor is the owner of the Collateral free and clear of all liens, encumbrances, security interests and restrictions, except the Security Interest and any restrictive legend appearing on any instrument constituting Collateral. (c) Debtor will keep the Collateral free and clear of all liens, encumbrances and security interests, except the Security Interest. (d) Debtor will pay, when due, all taxes and other governmental charges levied or assessed upon or against any Collateral. (e) At any time, upon request by Secured Party, Debtor will deliver to Secured Party all notices, financial statements, reports or other communications received by Debtor as an owner or holder of the Collateral. (f) Debtor will upon receipt deliver to Secured Party in pledge ass additional Collateral all securities distributed on account of the Collateral such as stock dividends and securities resulting from Stock splits, reorganizations and recapitalizations. THIS AGREEMENT CONTAINS ADDITIONAL PROVISIONS SET FORTH ON PAGES 2 AND 3 HEREOF, ALL OF WHICH ARE MADE A PART HEREOF. DEBTOR'S NAME: THE WIMBERLY INVESTMENT FUND, L. P. By: /s/ JAMES M. BAKER ------------------------------------ Title: President of G. 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