-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BXUzsTtsZm/BQ9OpkZcFRmsSpCxWP9Qpc4zZgb2nUGzM+hZmZ3h65xoMV5fKFfC5 ewEuhnP7vmlc5a98DzkJtQ== 0000899140-05-000616.txt : 20050628 0000899140-05-000616.hdr.sgml : 20050628 20050628124713 ACCESSION NUMBER: 0000899140-05-000616 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050628 DATE AS OF CHANGE: 20050628 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARCHON CORP CENTRAL INDEX KEY: 0000812482 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880304348 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38646 FILM NUMBER: 05919590 BUSINESS ADDRESS: STREET 1: 3993 HOWARD HUGHES PARKWAY STREET 2: SUITE 630 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027329120 MAIL ADDRESS: STREET 1: P.O. BOX 270820 CITY: LAS VEGAS STATE: NV ZIP: 89127 FORMER COMPANY: FORMER CONFORMED NAME: SANTA FE GAMING CORP DATE OF NAME CHANGE: 19960515 FORMER COMPANY: FORMER CONFORMED NAME: SAHARA GAMING CORP DATE OF NAME CHANGE: 19930824 FORMER COMPANY: FORMER CONFORMED NAME: SAHARA CASINO PARTNERS L P DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DE SHAW LAMINAR PORTFOLIOS LLC CENTRAL INDEX KEY: 0001263972 IRS NUMBER: 010577802 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 120 W 45TH STREET STREET 2: TOWER 45, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13D/A 1 d062805.txt FIRST AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Archon Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Archon Corp 8% Series Preferred - -------------------------------------------------------------------------------- (Title of Class of Securities) 03957P 20 0 - -------------------------------------------------------------------------------- (CUSIP Number) D. E. Shaw Laminar Portfolios, L.L.C. Attn: Compliance Department 120 West Forty-Fifth Street Floor 39, Tower 45 New York, NY 10036 212-478-0000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Steven J. Gartner, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019-6099 (212) 728-8000 June 27, 2005 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. * 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). This Amendment amends and supplements the Schedule 13D originally filed on June 17, 2005 and is being filed on behalf of D. E. Shaw Laminar Portfolios, L.L.C., a Delaware limited liability company ("Laminar"), D. E. Shaw & Co., L.P., a Delaware limited partnership, D. E. Shaw & Co., L.L.C., a Delaware limited liability company, and David E. Shaw, a citizen of the United States of America, relating to the 8% preferred stock and the common stock of Archon Corporation, a Delaware corporation (the "Issuer"). Item 4. Purpose of the Transaction. The information in this Item 4 is hereby amended and supplemented by inserting the following text immediately after the second paragraph of Item 4: On June 27, 2005, Laminar sent a follow up letter to Mr. Paul W. Lowden, Chairman of the Board and President of the Issuer, regarding the Issuer's bonus and options plans. A copy of the letter is attached hereto as Exhibit 1 and incorporated herein by reference. Item 7. Material to be filed as Exhibits. Exhibit 1 Letter, dated June 27, 2005, from D. E. Shaw Laminar Portfolios, L.L.C. to Paul W. Lowden, Chairman of the Board and President of Archon Corporation. SIGNATURES After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct. Dated: June 28, 2005 D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. By: D. E. SHAW & CO., L.L.C., as Managing Member /s/ Julius Gaudio By: ------------------------------------- Name: Julius Gaudio Title: Managing Director D. E. SHAW & CO., L.P. /s/ Julius Gaudio By: ------------------------------------- Name: Julius Gaudio Title: Managing Director D. E. SHAW & CO., L.L.C. /s/ Julius Gaudio By: ------------------------------------- Name: Julius Gaudio Title: Managing Director DAVID E. SHAW /s/ Julius Gaudio By: ------------------------------------- Name: Julius Gaudio Title: Attorney-in-Fact for David E. Shaw* ______________________________________ *Power of Attorney previously filed. EX-99.1 3 d062805a.txt LETTER TO PRESIDENT EXHIBIT 99.1 June 27, 2005 Mr. Paul W. Lowden Chairman of the Board and President Archon Corporation 3993 Howard Hughes Parkway, Suite 630 Las Vegas, NV 89109 Dear Paul: Congratulations are in order to the Board of Directors for propelling Archon into the ranks of those public companies who meet the bare minimum standards of corporate governance. I am referring, of course, to the Compensation Committee's decision last week, described in Archon's 8-K filed on June 23, 2005, to heed the concerns raised by certain directors with respect to the option grants to your brother David and son Christopher. Perhaps in the future the Board will listen to concerns of shareholders as well. Based on our discussion last week, in which you indicated that the purpose of the option grants was to reward the recipients for their years of uncompensated service to Archon, we assume that shareholders will not be asked to approve additional extraordinary benefits to family members in the future and thus we have elected not to pursue legal action against you or the board relating to the grant. This is not to say that all of our questions with respect to the option grants have been answered. It would have been helpful if Archon had fully complied with its obligations under the proxy rules and federal securities laws and fully disclosed in its proxy statement the justification for the grants to the Lowdens and the ramifications for the company and minority shareholders. The proxy contained no information about either David or Christopher (other than their titles), their contributions to Archon's performance or the necessity of providing them with what even at the new strike price is still a significant windfall. Similarly, it would have been useful if the proxy had solved the riddle of why the Compensation Committee sought to grant a $4 million option grant to a CEO who (as per its report included in the proxy statement) did not even merit a raise in 2004 salary and bonus. As the foregoing should make clear, minimally acceptable corporate governance and exemplary corporate governance are two very different things (a fact which should not be lost especially on those members of the Board who have responsibility for the public fisc as well). Directors aiming for exemplary corporate governance would strive to avoid even the appearance of impropriety by requiring, for example, that only non-family shareholders be permitted to vote for technically proper corporate actions which could benefit family members at the expense of non-family shareholders. Filing a proxy statement which meets both the letter and the spirit of the securities laws would also be an element of this. Of course, exemplary corporate governors would also put the kibosh on estate planning masquerading as ordinary course compensation. While our immediate concerns have been assuaged, rest assured that we will remain vigilant in order to ensure that the Board of Directors continues to fulfill its fiduciary obligations to maximize value for all Archon shareholders. We also remain prepared to take whatever legal action might be necessary against board members who fail at this important task. Sincerely, /s/ Marc Sole - ------------- Marc Sole Senior Vice President Cc: John W. Delaney Howard E. Foster Suzanne Lowden Jay Parthemore William J. Raggio 2 -----END PRIVACY-ENHANCED MESSAGE-----