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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: September 2, 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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SAXTON INCORPORATED AND SUBSIDIARIES
CURRENT REPORT ON FORM 8-K
August 20, 1999
Page
Number
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Item 1. Change in Control of Registrant ..................... 3
SIGNATURES ..................................................... 5
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SAXTON INCORPORATED
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
James C. Saxton and Dorothy J. Saxton, who are husband and wife and
together beneficially own 3,737,898 shares of the common stock of Saxton
Incorporated (the "Company") and subsidiaries, 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.
(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.
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The Company intends to refinance the loans from these lenders prior to
their maturities. The Company understands that 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 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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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
September 2, 1999 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)
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