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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: December 9, 1998
Commission File Number: 0-22299
SAXTON INCORPORATED
(Exact name of registrant as specified in its charter)
NEVADA 88-0223654
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5440 West Sahara Ave., Third Floor
Las Vegas, Nevada 89146
(702) 221-1111
(Address and telephone number of principal executive offices)
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SAXTON INCORPORATED AND SUBSIDIARIES
CURRENT REPORT ON FORM 8-K
DECEMBER 9, 1998
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Page
Number
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Item 1-3. None
Item 4. CHANGES IN REGISTRANT'S CERTIFYING
ACCOUNTANT............................................ 3
Item 5. OTHER EVENTS............................................ 4
SIGNATURES............................................................. 5
EXHIBITS............................................................... 6
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SAXTON INCORPORATED
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On December 9, 1998, Saxton Incorporated (the "Registrant") dismissed
KPMG Peat Marwick LLP.
(b) KPMG Peat Marwick LLP's reports on the financial statements of the
Registrant for the past two fiscal years ended December 31, 1997
contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles.
(c) During the two most recent fiscal years and the interim periods
subsequent to the Registrant's fiscal year ended December 31, 1997
there have been no disagreements with KPMG Peat Marwick LLP on any
matter of accounting principles or practices, financial statement
disclosure, auditing scope or procedure, or any reportable events as
defined in Item 304 (a) (1) (v) of Regulation S-K, except that during
the quarter ended September 30, 1998 there was a disagreement as to
the proper application of generally accepted accounting principles to
a real estate transaction. The disagreement was ultimately resolved
to the satisfaction of KPMG Peat Markwick LLP without discussion with
the Audit Committee or Board of Directors of the Registrant. The
Registrant has authorized the former accountant to respond fully to
the inquiries of the successor accountant concerning the subject
matter of such disagreement.
(d) Registrant has provided KPMG Peat Marwick LLP with a copy of this
disclosure and has requested that KPMG Peat Marwick LLP furnish it
with a letter addressed to the Securities and Exchange Commission
("SEC") stating whether it agrees with the above statements. A copy
of KPMG Peat Marwick LLP's letter to the SEC dated December 16, 1998,
is filed as Exhibit No. 16.
(e) The Registrant selected the accounting firm of Deloitte & Touche LLP
as independent accountants for Registrant's fiscal year ending
December 31, 1998 to replace KPMG Peat Marwick LLP. The Registrant's
Board of Directors approved the selection of Deloitte & Touche LLP as
independent accountants upon the recommendation of the Registrant's
Audit Committee.
3
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SAXTON INCORPORATED
ITEM 5. OTHER EVENTS
On December 7, 1998, the Registrant's Board of Directors approved an
increase from 500,000 to 750,000 in the number of shares subject to stock
options under the Registrant's Management Stock Option Incentive Plan (the
"Plan"). The increase is subject to majority ratification or approval, in
accordance with Section 14 of the Securities Exchange Act of 1934, by the
stockholders not later than the next annual meeting of stockholders. Any
such additional options granted under the Plan will be subject to such
stockholder approval.
4
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SAXTON INCORPORATED
December 16, 1998 By: /s/ Kirk Scherer
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Kirk Scherer
Executive Vice-President of Finance
and Chief Financial Officer
(Principal Financial Officer)
By: /s/ Melody J. Sullivan
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Melody J. Sullivan
Vice-President and Chief Accounting
Officer
(Principal Accounting Officer)
5
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EXHIBIT INDEX
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Exhibit No. Description Page No.
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16 Letter to SEC from KPMG Peat Marwick LLP dated
December 16, 1998. 7
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Exhibit No. 16
December 16, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Saxton Incorporated and, under
the date of March 24, 1998, we reported on the consolidated financial
statements of Saxton Incorporated and subsidiaries as of and for the years
ended December 31, 1997 and 1996. On December 9, 1998, our appointment as
principal accountants was terminated. We have read Saxton Incorporated's
statements included under Item 4 of its Form 8-K dated December 16, 1998, and
we agree with such statements, except that we are not in a position to agree
or disagree with any of the information contained in item 4(e).
Very truly yours,
KPMG Peat Marwick LLP
