Saxton Incorporated
Ticker:SXTN 5440 West Sahara Avenue, Third Floor
Exchange:NASDAQ-National Market Las Vegas, NV 89102
Industry:Financial (SIC Code 6552) (702) 221-1111

Offering Information
Type of Shares:Common Shares Filing Date:3/25/97
U.S. Shares:2,275,000 Offer Date:6/25/97
Non-U.S. Shares:0 Filing Range:$9.00 - $10.00
Primary Shares:2,275,000 Offer Price:$8.25
Secondary Shares:0 Gross Spread:$0.58
Offering Amount: $21,612,500 Selling:$0.35
Expenses: - Reallowance:$0.10
Shares Out After:7,619,142

Primary Underwriting Group
ManagerTierPhone
Ladenburg, Thalmann & Co. Inc.Lead Manager (212) 409-2300
Stifel, Nicolaus & Company, IncorporatedCo-manager (314) 342-2130

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Hughes Hubbard & Reed
Bank's Law Firm: Willkie Farr & Gallagher
Auditor: KPMG Peat Marwick
Registrar/Transfer Agent: U. S. Stock Transfer Corporation

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$63.85Assets:$67.96
Net Income:$5.61Curr Assets:
EPS:$1.04Liabilities:$61.67
Prior EPS:Curr Liabilities:
Cash Flow/Oper:-$3.59Equity:$6.29
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is an integrated real estate company engaged in the design, development, construction, operation and sale of residential, commercial and industrial properties in the greater Las Vegas metropolitan area. The company's business is comprised of three components: 1) the design, development, construction and sale of single-family homes and portfolio properties; 2) design-build services for third-party clients and 3) property operations and management. The company's principal focus historically has been the design and development of properties for third-party clients and for its own portfolio. Since its inception in 1986, the company has completed over 125 projects, including professional office buildings, retail and industrial facilities and apartment complexes. The company's development experience and expertise enable it to identify an take advantage of market opportunities and to minimize the risk of real estate cycles. In 1995, management recognized the need for affordable housing in the Las Vegas market and began applying the company's construction expertise to the development of the value-priced single-family detached homes.

Use of Proceeds
The proceeds from the proposed offering will be used to repay certain indebtedness, including indebtedness to existing stockholders and other related parties, to acquire the interests of various parties in certain properties in connection with the Reorganization, to fund the company's development activities and for general corporate purposes, which may include strategic acquisitions.

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