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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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
5440 West Sahara Avenue, 3rd Floor
Las Vegas, Nevada 89146
(702) 221-1111
with a copy to
Theodore H. Latty
Hughes Hubbard & Reed, LLP
350 South Grand Ave., Suite 3600
Los Angeles, CA 90071-3442
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications)
October 14, 1998
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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/A, as 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).
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SCHEDULE 13D
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CUSIP No. 805630100 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James C. Saxton - ###-##-####
Dorothy J. Saxton - ###-##-####
Husband and wife filing jointly pursuant to Rule 13d-1(k)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OF PLACE OF ORGANIZATION
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7 SOLE VOTING POWER
NUMBER OF ----------------------------------------------------------------
8 SHARED VOTING POWER
SHARES
BENEFICIALLY ----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY
EACH REPORTING ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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SCHEDULE 13D
CUSIP No. 805630100 Page 3 of 5 Pages
EXPLANATORY STATEMENT
This Amendment No. 1 (this "Amendment") amends, pursuant to Rule 13d-2(a)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Statement on Schedule 13D filed by James C. Saxton ("Mr. Saxton") and Dorothy J.
Saxton ("Mrs. Saxton"), collectively the "Reporting Persons," dated June 30,
1997 (the "Schedule 13D"), with respect to the common stock, par value $.001 per
share (the "Common Stock"), of Saxton Incorporated, a Nevada corporation (the
"Issuer" or the "Company"). Unless otherwise indicated, capitalized terms used
herein but not otherwise defined shall have the meanings assigned to them in the
Schedule 13D.
The Reporting Persons, husband and wife, are making this joint filing
pursuant to Rule
13d-1(k).
This Amendment is being filed for the purpose of identifying Mr. and Mrs.
Saxton's pledge to certain banks of a total of 3,111,560 shares of common stock,
representing approximately 40.6% of the outstanding shares and approximately
82.8% of shares jointly owned by Mr. and Mrs. Saxton. The filing of this
Amendment is not, and should not be deemed to be, an admission that such an
Amendment is required to be filed.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6. is hereby amended by adding the following:
James C. Saxton and Dorothy J. Saxton have pledged to certain banks a total
of 3,111,560 shares of common stock, or approximately 40.6% of the outstanding
shares and approximately 82.8% of the shares beneficially owned by them.
The following is further information regarding such pledges:
(a.) On October 14, 1998, Mr. Saxton pledged 1,000,000 shares to secure a
repayment of a loan to him by First Security Bank of Nevada ("First
Security") of $2,500,000 payable on January 13, 1999. This loan bears
interest at an annual rate equal to First Security's Index Rate (which
is currently at 7.75%), plus 0.5%. On November 5, 1998, the principal
amount was increased to $5,500,000, and the maturity date was extended
to February 3, 1999, and an additional 611,560 shares were pledged to
secure its repayment. Mr. Saxton has reloaned the proceeds of this
loan to the Company for use in connection with the acquisition by the
Company of the capital stock of Diamond Key Homes, Inc. Mr. Saxton's
loan to the Company is payable on February 3, 1999 and bears interest
at the annual rate of 12.0%.
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SCHEDULE 13D
CUSIP No. 805630100 Page 4 of 5 Pages
(b.) On November 3, 1998, Mrs. Saxton pledged 600,000 shares to secure
repayment of a loan to Mr. Saxton by Community Bank of Nevada
("Community Bank") of $2,000,000 payable on January 5, 1999. This
loan bears interest at the annual rate of 9.0%. Mr. Saxton has
reloaned the proceeds to the Company for use in connection with the
acquisition by the Company of the capital stock of Diamond Key Homes,
Inc. Mr. Saxton's loan to the Company is payable on January 5, 1999
and bears interest at the annual rate of 12.0%.
(c.) On November 5, 1998, the Company borrowed $2,000,000 from Park City
Bank, a division of Draper Bank & Trust ("Park City Bank"), payable on
February 5, 1999 and bearing interest at an annual rate equal to the
prime rate, plus 2.0%. Mr. Saxton has guaranteed the repayment of
this loan, and Mrs. Saxton has pledged 600,000 shares to secure its
repayment. In the event that the ratio of the loan to the reported
market value of such shares exceeds 50% of the original principal
amount of such loan for a period of five consecutive business days,
such loan-to-value ratio must be reduced by either a principal payment
by the Company to Park City Bank or the pledge by Mr. Saxton of
additional shares of Common Stock of the Company or other marketable
securities so that the principal reduction payment or pledge of
additional securities keeps the loan-to-value ratio below 50%. The
proceeds of this loan were used in connection with the acquisition by
the Company of the capital stock of Diamond Key Homes, Inc.
(d.) On November 5, 1998, the Company borrowed $1,000,000 from U.S. Savings
Bank ("U.S. Savings"), payable on February 3, 1999 and bearing
interest at the annual rate of 9.0%. Mr. Saxton has guaranteed the
repayment of this loan and has pledged 300,000 shares to secure its
repayment. The proceeds of this loan were used in connection with the
acquisition by the Company of the capital stock of Diamond Key Homes,
Inc.
Mr. Saxton understands that the Company intends to refinance the loans from
Mr. Saxton, Park City Bank and U.S. Savings prior to their maturities. Mr.
Saxton intends to repay in full the loans from First Security and Community Bank
upon repayment of the loans he has made to the Company.
In the event that any of the loans from First Security, Community Bank,
Park City Bank or U.S. Savings are not repaid when due, the lender would have
the right to vote the pledged shares, to have them registered in its name, to
sell them and otherwise to exercise the rights of ownership of the shares.
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SCHEDULE 13D
CUSIP No. 805630100 Page 5 of 5 Pages
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.
November 24, 1998 /s/ James C. Saxton
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Date James C. Saxton
November 24, 1998 /s/ Dorothy J. Saxton
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Date Dorothy J. Saxton
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