SAXTON INC
8-K/A, 1999-12-20
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15 (d) OF THE

                        SECURITIES EXCHANGE ACT OF 1934

                                 _________________


                        DATE OF REPORT:  November 8, 1999

                         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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ITEM 5.  OTHER EVENTS.

     On December 20, 1999, the Company issued the attached press release.


ITEM 7(c).  EXHIBITS.

<TABLE>
<CAPTION>

Number           Description                               Method of Filing
- ------           -----------                               ----------------
<S>              <C>                                       <C>
10.19            Press Release dated December 20, 1999     Filed herewith

</TABLE>


                                    SIGNATURE

     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.

Date:  December 20, 1999               SAXTON INCORPORATED
                                       (Registrant)



                                       By:   /s/ James C. Saxton
                                             -----------------------------------
                                             James C. Saxton
                                             Chairman of the Board, President,
                                             Chief Executive Officer and Interim
                                             Chief Financial Officer





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<PAGE>

                                                                  Exhibit 10.19


FOR IMMEDIATE RELEASE


               SAXTON INCORPORATED REACHES AGREEMENT WITH FORMER CFO

   LAS VEGAS, NEVADA, DECEMBER 20, 1999  -  Saxton Incorporated (Nasdaq  -
NMS: SXTN) announced today that it has reached a settlement with Kirk
Scherer, former Executive Vice President and Chief Financial Officer for the
company, on terms of a separation agreement following his departure from the
company six weeks ago.  Mr. Scherer's departure was previously announced by
the company as a termination in a brief statement.  At the time of his
separation, Mr. Scherer and James C. Saxton, the company's Chairman and Chief
Executive Officer, had mutually agreed to part ways in January of next year
in order for Mr. Scherer to pursue other opportunities.  Mr. Scherer's
departure was accelerated based on the belief that it was in the best
interests for all concerned.

     Mr. Scherer was a key member of the company's management and as such
assumed important responsibilities for the company's finance, accounting,
investor relations and other functions during his tenure.  The company wishes
him well in his future endeavors. The company is continuing to search for a
successor to Mr. Scherer and expects to have the position filled in the next
several weeks.

   FORWARD-LOOKING STATEMENTS IN THIS NEWS RELEASE ARE MADE UNDER THE SAFE
HARBOR PROVISION OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
CERTAIN IMPORTANT FACTORS COULD CAUSE RESULTS TO DIFFER MATERIALLY FROM THOSE
ANTICIPATED BY THE FORWARD-LOOKING STATEMENTS, INCLUDING THE IMPACT OF
CHANGED ECONOMIC OR BUSINESS CONDITIONS, THE IMPACT OF COMPETITION, OTHER
RISK FACTORS INHERENT IN THE HOMEBUILDING AND REAL ESTATE INDUSTRIES AND
OTHER FACTORS DISCUSSED FROM TIME TO TIME IN REPORTS FILED BY THE COMPANY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                     ****




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