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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
Kathryn Wonders
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)
February 3, 1999
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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
CUSIP No. 805630100 Page 2 of 6 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(k)
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
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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
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Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power
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(9) Sole Dispositive
Power
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(10) Shared Dispositive
Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
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(12) Check 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 6 Pages
EXPLANATORY STATEMENT
This Amendment No. 2 (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/A filed by James C. Saxton ("Mr. Saxton") and
Dorothy J. Saxton ("Mrs. Saxton"), collectively the "Reporting Persons,"
dated October 14, 1998 (the "Schedule 13D/A"), 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/A.
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 lenders of a total of 3,471,590 shares of common
stock, representing approximately 44.9% of the outstanding shares and
approximately 93.0% 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. of the Schedule 13D is hereby amended and restated to read as
follows:
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
James C. Saxton and Dorothy J. Saxton, who are husband and wife and
together beneficially own 3,737,898 shares of common stock, or approximately
48.3% of the outstanding shares, have pledged to certain lenders a total of
3,471,590 shares of common stock, or approximately 44.9% of the outstanding
shares.
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 8.0% as of July 31, 1999), 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. First Security
has extended the maturity date to September 3, 1999. First Security
has expressed a willingness to extend such loan further if necessary
and Mr. Saxton is negotiating the same. Mr. Saxton 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 was payable on February 3, 1999
and bears interest at the annual rate of 12.0%. Mr. Saxton has
extended the maturity date to February 1, 2000.
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SCHEDULE 13D
CUSIP No. 805630100 Page 4 of 6 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.
Community Bank has extended the maturity date to December 31, 1999.
This loan bears interest at the annual rate of 9.0%. Mr. Saxton
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 was payable on January 5,
1999 and bears interest at the annual rate of 12.0%. Mr. Saxton has
extended the maturity date to February 1, 2000.
(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%. Park City Bank has extended the maturity
date of this loan to October 4, 1999. Mr. Saxton guaranteed the
repayment of this loan, and Mrs. Saxton 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%. During the first quarter of 1999, such a condition
occurred and was remedied with the additional pledging of 91,050
shares of the Company's Common Stock by Mr. Saxton. 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%. U.S. Savings has
extended the maturity date of this loan to November 4, 1999.
Mr. Saxton guaranteed the repayment of this loan and 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.
(e) On November 20, 1998, the Company borrowed $1,000,000 from
unaffiliated individual investors, payable on November 20, 1999 and
bearing interest at the annual rate of 20.0%. Mr. Saxton guaranteed
the repayment of this loan and pledged 268,980 shares to secure its
repayment. The proceeds of this loan were used for general operating
purposes.
Mr. Saxton understands that the Company intends to refinance the loans
from these lenders 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.
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SCHEDULE 13D
CUSIP No. 805630100 Page 5 of 6 Pages
In the event that any of the loans secured by the Company's Common Stock
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 6 of 6 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.
February 3, 1999 /s/ James C. Saxton
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Date James C. Saxton
February 3, 1999 /s/ Dorothy J. Saxton
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Date Dorothy J. Saxton
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