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
10-31-96
Date of Report
THE THAXTON GROUP, INC.
(Exact name of registrant as specified in its charter)
South Carolina 33-97130-A 57-0669498
(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification No.)
1524 Pageland Highway, Lancaster, South Carolina 29721
(Address of principal executive office)
Registrant's telephone number: 803-416-5102
Item 2. Acquisition or Disposition of Assets
On October 31, 1996, The Thaxton Group, Inc. (the "Company") acquired The
Thaxton Insurance Group, Inc. ("TIG") by exchanging 300,000 shares of common
stock in a private placement for all outstanding shares of capital stock of TIG.
Pursuant to this acquisition, the Company acquired all of the property, plant
and equipment of TIG, which operates nineteen independent insurance agencies in
North and South Carolina. The number of shares issued in the transaction was
determined based upon a multiple of gross commissions collected by TIG during
the twelve month period ended December 31, 1995 which were approximately $3.7
million, and the established value of the Company's shares issued in this
transaction, taking into account the transferability restrictions applicable
thereto.
The shares were acquired from James D. Thaxton, William H. Thaxton, and Calvin
L. Thaxton, Jr. James Thaxton is the majority shareholder of The Thaxton Group.
William and Calvin Thaxton are James Thaxton's brothers.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
No financial statements of TIG will be filed by amendment to this report as the
transaction reported under Item 2 falls below the significance threshold which
will become effective prior to the due date of any such amendment.
(b) Pro forma financial information
No pro forma financial statements of TIG will be filed by amendment to this
report as the transaction reported under Item 2 falls below the significance
threshold which will become effective prior to the due date of any such
amendment.
(c ) Exhibits
Exhibit No.
1 Share Exchange Agreement by and among The
Thaxton Group, Inc., Thaxton Insurance Group,
Inc., James D. Thaxton, William H.
Thaxton and Calvin L. Thaxton, Jr.
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 duly authorized.
The Thaxton Group, Inc.
Date: November 8,1996 /s/ Kenneth H. James
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By: Kenneth H. James
Chief Financial Officer