-----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, Lm8QL1NsZtCH8+jKeNsBIJDuXAq0ilP8cfNX+GAmZXn+pYKWElKT1jjfxNo4KWRI cySX54dUOHTt/X2cNijdPQ== 0001077036-99-000005.txt : 19991018 0001077036-99-000005.hdr.sgml : 19991018 ACCESSION NUMBER: 0001077036-99-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991006 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: 99724083 BUSINESS ADDRESS: STREET 1: 385 COUNTRY CLUB DRIVE STREET 2: P O BOX 12789 CITY: STOCKBRIDGE STATE: GA ZIP: 30281 BUSINESS PHONE: 7703892020 MAIL ADDRESS: STREET 1: 385 COUNTRY CLUB DRIVE 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: KILLEARN INC CENTRAL INDEX KEY: 0001077036 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 582265319 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1570 ROCK QUARRY ROAD CITY: STOCKBRIDGE STATE: GA ZIP: 30281 BUSINESS PHONE: 7703892004 MAIL ADDRESS: STREET 1: 1570 ROCK QUARRY ROAD CITY: STOCKBRIDGE STATE: GA ZIP: 30281 SC 13D/A 1 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. -----END PRIVACY-ENHANCED MESSAGE-----