-----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, C+72h/GZpr4txGgNWutOENiB8PrpA6rBI++1j87gnrHmviGIEDPDMUtIWCkVP//p jgawEZzNDpq10fENWMI7Ig== 0001019056-06-000582.txt : 20060519 0001019056-06-000582.hdr.sgml : 20060519 20060519152735 ACCESSION NUMBER: 0001019056-06-000582 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060519 DATE AS OF CHANGE: 20060519 GROUP MEMBERS: MAX HOLMES GROUP MEMBERS: PLAINFIELD ASSET MANAGEMENT LLC GROUP MEMBERS: PLAINFIELD SPECIAL SITUATION MASTER FUND LIMITED 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-38646 FILM NUMBER: 06855197 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: PLAINFIELD ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001352352 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-1715 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: Plainfield Asset Management LLC DATE OF NAME CHANGE: 20060206 SC 13G 1 archon_13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.__ ) * Archon Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Exchangeable Redeemable Preferred Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 03957P200 -------------------------------------------- (CUSIP Number) May 12, 2006 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) * 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 the disclosures provided in a prior cover page. The information required in 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). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. Page 1 of 7 pages CUSIP No. 38388F108 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. Plainfield Special Situations Master Fund Limited I.R.S. Identification Nos. of above persons (entities only). 98-0451872 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization Cayman Islands - -------------------------------------------------------------------------------- Number of 5. Sole Voting Power 229,071 Shares Bene- --------------------------------------------------- ficially owned 6. Shared Voting Power 0 by Each --------------------------------------------------- Reporting 7. Sole Dispositive Power 229,071 Person With: --------------------------------------------------- 8. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 229,071 - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 5.1% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- Page 2 of 7 pages CUSIP No. 38388F108 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. Plainfield Asset Management LLC I.R.S. Identification Nos. of above persons (entities only). 20-2332356 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of 5. Sole Voting Power 229,071 Shares Bene- --------------------------------------------------- ficially owned 6. Shared Voting Power 0 by Each --------------------------------------------------- Reporting 7. Sole Dispositive Power 229,071 Person With: --------------------------------------------------- 8. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 229,071 - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 5.1% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- Page 3 of 7 pages CUSIP No. 38388F108 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. Max Holmes I.R.S. Identification Nos. of above persons (entities only). - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of 5. Sole Voting Power 229,071 Shares Bene- --------------------------------------------------- ficially owned 6. Shared Voting Power 0 by Each --------------------------------------------------- Reporting 7. Sole Dispositive Power 229,071 Person With: --------------------------------------------------- 8. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 229,071 - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 5.1% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- Page 4 of 7 pages Item 1. (a) The name of the issuer is Archon Corporation (the "Issuer"). (b) The principal executive office of the Issuer is located at 4336 Losee Road, Suite 5, North Las Vegas, Nevada 89030. Item 2. (a) The names of the persons filing this statement (the "Statement") are Plainfield Special Situations Master Fund Limited, a Cayman Islands corporation ("Master Fund"), Plainfield Asset Management LLC, a Delaware limited liability company ("Asset Management") and Max Holmes (collectively, the "Filers"). The Filers do not believe that the Exchangeable Redeemable Preferred Shares ("Preferred Stock") of the Issuer constitute an "equity security" as defined in Section 13(d)(1) of the Act given that the Preferred Stock is non-voting stock and is thereby excluded from the definition of "equity security" pursuant to Rule 13d-1 promulgated under the Act. Accordingly the Filers are filing this Statement on a voluntary basis. (b) The Principal Business Office of the Filers is 55 Railroad Avenue, Greenwich, CT 06830. (c) For citizenship information see item 4 of the cover sheet of each Filer. (d) This Statement relates to the Preferred Stock of the Issuer. (e) The CUSIP Number of the Preferred Stock of the Issuer is 03957P200. Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J); Item 4. Ownership. See Items 5-9 and 11 on the cover page for each filer. The ownership listed on the cover page includes ownership as of May 18, 2006 of 229,071 shares of Preferred Stock. The percentage ownership listed on the cover page has been calculated in accordance with ss. 240.13d-3(d)(1) and is based upon 4,413,777 shares of the Issuer's Preferred Stock outstanding on September 30, 2005, as reported in the Issuer's Annual Report on Form 10-K for the year ended September 30, 2005. The Preferred Stock was purchased by Master Fund. Master Fund is a private investment vehicle formed for the purpose of investing and trading in a wide variety of securities and financial instruments. Asset Management is the Manager of Master Fund. Max Holmes is the chief investment officer of Asset Management. ---------------- Instruction. For computations regarding securities which represent a right to acquire an underlying security see ss.240.13d-3(d)(1). Page 5 of 7 pages Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Instruction: Dissolution of a group requires a response to this item. Item 6. Ownership of More than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. EXHIBIT ATTACHED [ ] Item 8. Identification and Classification of Members of the Group If a group has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. Item 9. Notice of Dissolution of Group Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. EXHIBIT ATTACHED [ ] Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 6 of 7 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. Dated: May 19, 2006 PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED By: /s/ THOMAS X. FRITSCH ----------------------------------------- Thomas X. Fritsch Authorized Individual PLAINFIELD ASSET MANAGEMENT LLC By: /s/ THOMAS X. FRITSCH ----------------------------------------- Thomas X. Fritsch Senior Vice President and General Counsel /s/ MAX HOLMES --------------------------------------------- MAX HOLMES The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties for whom copies are to be sent. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) Page 7 of 7 pages EXHIBIT A JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1) This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1. Dated: May 19, 2006 PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED By: /s/ THOMAS X. FRITSCH ----------------------------------------- Thomas X. Fritsch Authorized Individual PLAINFIELD ASSET MANAGEMENT LLC By: /s/ THOMAS X. FRITSCH ----------------------------------------- Thomas X. Fritsch Senior Vice President and General Counsel /s/ MAX HOLMES --------------------------------------------- MAX HOLMES -----END PRIVACY-ENHANCED MESSAGE-----