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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
SAXTON INCORPORATED
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(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
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(Title of Class of Securities)
805630100
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(CUSIP Number)
TIMOTHY J. ADAMS
SAXTON INCORPORATED
5440 WEST SAHARA AVENUE
LAS VEGAS, NEVADA 89102
WITH A COPY TO:
THEODORE H. LATTY
HUGHES HUBBARD & REED LLP
350 SOUTH GRAND AVENUE, SUITE 3600
LOS ANGELES, CALIFORNIA 90071-3442
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(Name, Address and Telephone Number of Person Authorized to
Received Notices and Communication)
JUNE 30, 1997
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(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 [ ].
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).
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CUSIP NO. 805630100 SCHEDULE 13D PAGE 2 OF 5 PAGES
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1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
James C. Saxton - ###-##-####
Dorothy J. Saxton - ###-##-####
Husband and wife filing jointly pursuant to Rule 13d-1(f)
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2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) ______________________________________________
(b) ______________________________________________
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3) SEC Use Only ____________________________________________
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4) Source of Funds (See Instructions) James C. Saxton and Dorothy
J. Saxton: PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant
to items 2(d) or 2(e) __________________________________
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6) Citizenship or Place of Organization: James C. Saxton and
Dorothy J. Saxton: USA
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Number of Shares 7) Sole Voting Power: James C. Saxton: 1,885,798
Beneficially Owned by Dorothy J. Saxton: 1,870,000
Each Reporting Person
With --------------------------------------------------------
8) Shared Voting Power: James C. Saxton and Dorothy J.
Saxton: 3,755,798
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9) Sold Dispositive Power: James C. Saxton: 1,885,798
Dorothy J. Saxton: 1,870,000
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10) Shared Dispositive Power: James C. Saxton and
Dorothy J. Saxton: 3,755,798
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
James C. Saxton and Dorothy J. Saxton: 3,755,798
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12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) ____________________________________
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13) Percent of Class Represented by Amount in Row (11): 49.3%
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14) Type of Reporting Person (See Instructions): James C. Saxton
and Dorothy J. Saxton: IN
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CUSIP NO. 805630100 SCHEDULE 13D PAGE 3 OF 5 PAGES
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ITEM 1. SECURITY AND ISSUER
This statement relates to the purchase of Common Stock, par value
$0.001 (the "Common Stock"), of Saxton Incorporated, a Nevada corporation (the
"Company"), 5440 West Sahara Avenue, Third Floor, Las Vegas, Nevada 89102.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: James C. Saxton and Dorothy J. Saxton, husband and wife.
This is a joint filing pursuant to Rule 13d-1(f).
(b) Address: James C. Saxton and Dorothy J. Saxton: 5440 West
Sahara Avenue, Third Floor, Las Vegas, Nevada 89102.
(c) Principal Occupation: James C. Saxton
Real Estate Development
5440 West Sahara Avenue
Las Vegas, Nevada 89102
Dorothy J. Saxton
N/A
(d) Neither James C. Saxton nor Dorothy J. Saxton, has, during the
last 10 years, been convicted in any criminal proceedings.
(e) Neither James C. Saxton nor Dorothy J. Saxton has, during the
last five years, been a party to any civil proceeding resulting in a judgment,
decree or final order relating to federal or state securities laws.
(f) Citizenship: James C. Saxton and Dorothy J. Saxton: USA
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Personal funds of James C. Saxton and Dorothy J. Saxton.
ITEM 4. PURPOSE OF TRANSACTION
The transactions described under the caption "The Reorganization" in
the Company's Registration Statement on Form S-1, File No. 333-23927, declared
effective by the Securities and Exchange Commission (the "Commission") on June
24, 1997 (the "Registration Statement"), were consummated for the principal
purposes of (i) transferring to the Company the ownership of all investment
properties and all interests in partnerships which own properties which were
then owned by James C. Saxton, his wife Dorothy J. Saxton and their three adult
children (the "Contributing Stockholders"), alone or with one or more third
parties and (ii) satisfying certain outstanding indebtedness between the
Company and the Contributing Stockholders. In addition, in connection with the
initial public offering of the Company's Common Stock pursuant to the
Registration Statement, individual retirement accounts (IRA's) for the benefit
of James C. Saxton and Dorothy J. Saxton purchased 25,000 and 15,000 shares of
the Company's Common Stock, respectively, on the same terms as such Common
Stock was offered to the public.
Except as described in the Registration Statement, the Reporting
Persons have no plans or proposals which relate to or would result in any of
the following:
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CUSIP NO. 805630100 SCHEDULE 13D PAGE 4 OF 5 PAGES
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(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities, of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer
or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the issuer, including any plans of proposal to change the number or term of
directors or fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the issuer;
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any changes in
its investment policy for which a vote is required by Section 13 of the
Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control by the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from
a national securities exchange or cease to be authorize to be quoted on an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)4 of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) James C. Saxton: 1,885,798 (24.8%)
Dorothy J. Saxton: 1,870,000 (24.5%)
(b) Sole voting power: James C. Saxton: 1,885,798 (24.8%)
Dorothy J. Saxton: 1,870,000 (24.5%)
Shared voting power: James C. Saxton: 3,755,798 (49.3%)
Dorothy J. Saxton: 3,755,798 (49.3%)
Sole dispositive power: James C. Saxton: 1,885,798 (24.8%)
Dorothy J. Saxton: 1,870,000 (24.5%)
Shared dispositive power: James C. Saxton: 3,755,798 (49.3%)
Dorothy J. Saxton: 3,755,798 (49.3%)
(c) Not applicable
(d) Not applicable
(e) Not applicable
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CUSIP NO. 805630100 SCHEDULE 13D PAGE 5 OF 5 PAGES
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
In connection with the Company's initial public offering of Common
Stock pursuant to the Registration Statement, each of James C. Saxton and
Dorothy J. Saxton agreed with the underwriters that for a period of 180 days
after June 24, 1997 they would not sell or otherwise dispose of any shares of
the Company's Common Stock without the prior written consent of Ladenburg
Thalmann & Co. Inc. and Stifel, Nicolaus & Company Incorporated, as
representatives of the several underwriters.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Agreement Relating to the Filing of Joint Acquisition Statement
as Required by Rule 13d-1(f).
2. The information described under the caption "The
Reorganization" in the Company's Registration Statement on Form
S-1, File No. 333-23927, declared effective by the Commission on
June 24, 1997 is hereby incorporated herein by reference.
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.
Date: July 7, 1997
/s/ JAMES C. SAXTON
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James C. Saxton
/s/ DOROTHY J. SAXTON
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Dorothy J. Saxton
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AGREEMENT RELATING TO THE FILING OF JOINT
ACQUISITION STATEMENT AS REQUIRED BY RULE 13d-1(f)
The undersigned James C. Saxton and Dorothy J. Saxton hereby
acknowledge and agree that, in connection with their beneficial ownership of
common stock, $.001 par value, of Saxton Incorporated, the statements
constituting the information required by the Schedule 13D to which this
agreement is attached as an Exhibit is filed on behalf of each of them.
Date: July 7, 1997
/s/ JAMES C. SAXTON
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James C. Saxton
/s/ DOROTHY J. SAXTON
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Dorothy J. Saxton
