Unite Here – ‘PREC14A’ on 2/24/99 re: Archon Corp

As of:  Wednesday, 2/24/99   ·   Accession #:  1034426-99-3   ·   File #:  1-09481

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Preliminary Proxy Solicitation Material — Contested Solicitation   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREC14A     Preliminary Proxy Solicitation Material --             7±    29K 
                          Contested Solicitation                                 

PREC14A
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SCHEDULE 14A        
SCHEDULE 14 INFORMATION       

Proxy Statement Pursuant to Section 14(a) of                            
the Securities Exchange Act of 1934                                     

Filed by the Registrant       [   ]                                     

Filed by a Party other than the Registrant        [ X ]                 

Check the appropriate box:                                              

[X ]  Preliminary Proxy Statement                                       

[  ]  Definitive Proxy Statement                                        

[  ]  Definitive Additional Materials                                   

[  ]  Soliciting Material Pursuant to Section 240.14a-11(c)             
or Section 240.14a-12                                                           

Name of Registrant as Specified in Its Charter:                         

Santa Fe Gaming Corporation                                             

Name of Person(s) Filing Proxy Statement:                               

Hotel Employees & Restaurant Employees International Union              

Payment of Filing Fee (check the appropriate box)                       

[  ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),           
or 14a-6(j) (2).                                                                

[X ] $500 per each party to the controversy pursuant to                 
Exchange Act Rule 14a-6(i)(3).                                                  

[  ] Fee computed on table below per Exchange Act Rules 14a-            
6(i)(4) and 0-11.                                                               

1)  Title of each class of securities to which                
transaction applies:                                                            

_____________________________________________________________           
2) Aggregate number of securities to which transaction        
applies:                                                                        

_____________________________________________________________                   

3) Per unit price or other underlying value of                
transaction computed pursuant to Exchange Act Rule 0-11:  (1)                   

_____________________________________________________________                   
4) Proposed maximum aggregate value of transaction:           

_____________________________________________________________                   
(1) Set forth the amount on which the filing fee is                     
calculated and state how it was determined.                                     

[ ] Check box if any part of the fee is offset as provided by           
Exchange Act Rule 0-11(a)(2) and identify the filing for which                  
the offsetting fee was paid previously.  Identify the previous                  
filing by registration statement number, or the Form or Schedule                
and the date of its filing.                                                     

1) Amount previously paid:                                    

____________________________                            

2) Form, Schedule or Registration Statement No:               

______________________________                            

3) Filing Party: _________________________                    

Date Filed: _______________________________                   

PREC14A
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PRELIMINARY PROXY STATEMENT       

SHAREHOLDER SOLICITATION FOR INDEPENDENT CANDIDATES FOR                         
SANTA FE GAMING BOARD OF DIRECTORS                                              

Date sent to shareholders [est]:                                        
Feb. 28, 1999                                                           

ANNUAL STOCKHOLDERS MEETING                                             
March __, 1999                                                          
[Location; Time]                                                        
Las Vegas NV                                                            

Hotel Employees & Restaurant Employees International Union              
1219 28 Street NW                                                       
Washington D.C. 20007                                                   
Tel. (888) 273-4564                                                     
Fax (202) 333-6049                                                      

Dear Santa Fe Gaming Preferred Shareholder:                             

I.   ELECT INDEPENDENT CANDIDATES SIRIS & BRADHAM TO                            
THE BOARD OF DIRECTORS AS SPECIAL DIRECTORS TO REPRESENT              
PREFERRED SHAREHOLDERS                                                

For the first time, holders of the Exchangeable Redeemable              
Preferred Stock of Santa Fe Gaming Corp. ("the Company") are                    
entitled to vote on two Special Directors to represent their                    
interests on the Company's Board of Directors. The nominees for                 
Special Director include Mr. Peter J. Siris, who nominated                      
himself, and Mr. John M. Bradham, who was nominated by the                      
largest Preferred Shareholder, Hudson Bay Partners, L.P.                        

They will be running in opposition to nominees of the                   
Company's current Board of Directors, chosen solely by the Common               
shareholder. Mr. Paul Lowden, Chairman of                                       
the Board of Santa Fe Gaming, owns over 50% of the company's                    
voting Common Stock.                                                            

PETER J. SIRIS:                                                                 
Peter J. Siris has been President of The Siris Group, an                
investment management and consulting firm since 1996. Since April               
1998, Mr. Siris has been a Director of Crown American Realty                    
Trust, a real estate investment trust investing in shopping malls               
and hotels. He was also a member of the Board of Directors of                   
Crown American Corporation, predecessor to Crown American Realty                
Trust, in 1992 and 1993, and was involved in turning the company                
around through a non-bankruptcy restructuring. In 1996, Mr. Siris               
was Senior Vice President of ABN-Amro-Chicago Corp. In 1995, he                 
was Senior Vice President of Warnaco and its affiliate Authentic                
Fitness, two retail businesses. From 1990 to 1995, Mr. Siris was                
Managing Director of UBS Securities, focusing on analysis of                    
retail companies and investment banking work, including                         
corporate restructurings. From 1983 to 1990, he was Executive                   
Vice President and Director of Buckingham Research Group. From                  
1974 to 1979, Mr. Siris was involved in the turnaround and                      
restructuring of Sirco International as its Executive Vice                      
President and Director. Mr. Siris earned an MBA with Distinction                
from the Harvard Graduate School of Business Administration in                  
1968. He is the author of "Guerrilla Investing",  which presents                
strategies and techniques for individual investors.  Mr. Siris is               
the beneficial owner of approximately 67,000 Preferred Shares in                
the Company.                                                                    

JOHN BRADHAM:                                                                   

John M. Bradham is a Partner in law firm of Peabody & Brown where               
has has practiced for more than 5 years. He works for the firm's                
Washington, D.C. office, where he practices commercial litigation               
and is also a member of the firm's Hospitality Practice Group,                  
counseling hospitality industry clients in both litigation and                  
non-litigation matters. Mr. Bradham is also experienced in the                  
area of bankruptcy law and has worked on several of his firm's                  
largest bankruptcy cases.  Mr. Bradham is a 1987 graduate of                    
Cornell Law School, and a 1984 graduate of Davidson College. He                 
resides in Washington, D.C.                                                     

Address:                                                                        
1255 23 St NW                                                                   
Washington, D.C. 20037-1170                                                     
Telephone:         202-973-7727                                                 
Fax:               202-973-7750                                                 

SUPPORT THESE HIGHLY QUALIFIED CANDIDATES                                       

We are advised that these candidates are endorsed by Hudson             
Bay Partners, L.P., which reported beneficially owning 2,166,100,               
or 24.5%, of the outstanding Preferred Shares on February 8,                    
1999.                                                                           

The Company's Board has nominated [_________] for Special               
Directors. Mr. Paul Lowden, Chairman of the Board of Santa Fe                   
Gaming, has owned over 50% of the company's voting Common Stock.                
As such, Mr. Lowden has controlled the election of the Board of                 
Directors since the issuance of the Exchangeable Redeemable                     
Preferred Stock in October 1993.                                                

Since that time, Santa Fe Gaming's financial condition has              
included the following:                                                         

The Company has only had one profitable year since October 1993.                
The Company's 1998 10-K Report to the SEC shows an accumulated                  
deficit of $114,957,636, and a stockholders' deficiency of                      
$41,484,202. Contained in the Company's 1998 10-K is Deloitte &                 
Touche's Independent Auditors Report on December 23, 1998, which                
states:                                                                         

"The Company's inability to meet the repayment terms of               
the 13% Notes, its net losses, and its stockholders'                  
deficiency raise substantial doubt about its ability to               
continue as a going concern."                                         

Preferred Shareholders' capital account as of September 30, 1998                
was $21.9 million. However the Company is party to financing                    
arrangements that restrict the Company's ability to declare and                 
pay dividends or make distributions with respect to the Company's               
capital stock, which currently prohibit the payment of cash                     
dividends on the Preferred Stock.                                               

Based on this record, we believe Preferred Shareholders need          
independent representation on the Company's Board of Directors.                 
Independent Candidates Siris and Bradham will bring experience in               
turning around troubled companies, in bankruptcy law and                        
workouts, and in the hospitality business, as well as independent               
representation, to the Board.                                                   

The incumbents nominated for election by the Common                     
Stockholders, for whom you are not entitled to vote, are                        
[_____________].We incorporate by reference all further                         
information concerning the Directors' election contained in the                 
Company's 1999 proxy statement (pp. __).  We cannot offer                       
assurance that nominees backed by management will serve if                      
elected with the Independent Nominees.                                          

II. VOTING RIGHTS AND PROCEDURES                                                

This solicitation is only for owners of Preferred Shares, who             
are only permitted to vote for two Special Directors. The Special               
Directors will serve in addition to the six current Directors, of               
whom [#____] are up for reelection by the Company's Common                      
Shareholders.                                                                   

You may vote for these nominees on our proxy card                     
(enclosed). We will keep all proxy cards we receive confidential                
until the meeting, unless ordered otherwise by a court.                         

You can readily change your vote if you have already voted.           
A proxy can be revoked at any time prior to its being counted at                
the meeting by (1) executing a later dated proxy card; (2)                      
appearing at the meeting to vote, or (3) delivering the                         
proxyholder or the Company's secretary written notice of                        
revocation prior to the date of the meeting. The Company's                      
offices are at 4949 North Rancho Drive, Las Vegas NV 89130, fax                 
(702) 658-4304, tel (702) 658-4300.                                             

The enclosed proxy card grants no discretionary authority.            
If matters come before the meeting which are not described in the               
Company's proxy statement or this proxy statement, we will not                  
vote your shares on those matters. If you sign the enclosed card                
but do not direct us how to vote on the proposal we will vote FOR               
election of Mr. Siris and Mr. Bradham.  All holders of stock as                 
of the record date of January 22, 1999 are entitled to vote.  The               
Special Directors will be elected by plurality of shares voted                  
for each seat.  We incorporate herein by reference the discussion               
in the Company's proxy statement of voting requirements and                     
outstanding securities (pp. __).                                                

III. SOLICITATION AND PARTICIPANTS                                              

The participants in this solicitation will be the Hotel               
Employees & Restaurant Employees International Union ("HERE") and               
its Las Vegas affiliate Local 226. Over two years ago, Locals 226               
and 165 were elected to represent approximately 600 employees of                
the Company's Santa Fe Hotel & Casino in Las Vegas and are                      
engaged in a dispute with the company over the terms of a first                 
contract. No strike has occurred or been called. In the past, the               
General Counsel of the National Labor Relations Board issued                    
complaints against the hotel and the Company's Pioneer Hotel due                
to charges filed by the Locals. An NLRB case resulting from                     
unilateral changes by management in employment terms, including                 
changes to the health insurance plan, was settled settled in                    
principle last year, with liability not yet liquidated but                      
estimated at several hundred thousand dollars. While we hope the                
Independent Nominees might persuade management to take a                        
different labor relations posture -- thereby avoiding such                      
liabilities in the future -- we have received no assurances from                
the Independent Nominees concerning labor relations. None of the                
Independent Nominees have worked for or received any compensation               
from any participant nor, to our knowledge, from any union. The                 
Locals' joint board has owned seven shares of Common Stock and                  
five shares of Preferred Stock for at least five years. HERE and                
the Locals will bear the costs of this solicitation, which are                  
estimated at $5,000 and may include use of a professional                       
solicitor. We will not seek reimbursement from the Company.  In                 
addition, regular staff of HERE and the Locals will solicit                     
proxies, for which they will receive no added compensation. The                 
persons named in the proxy card are HERE Research Director                      
Matthew Walker and Local 226 Research Director Courtney                         
Alexander.  Proxies will be sought by mail, fax, telephone and                  
personal interview. Local 226's address is 1630 S. Commerce St.,                
Las Vegas NV 89102, tel. (702) 387-7082; fax (702) 385-1197.                    

We have no arrangements with any nominee or preferred                 
shareholder concerning the Company or its securities, other than                
the nominees' consent to be named in our proxy materials.                       
Mr. David Lesser is President, sole director and sole shareholder               
of Hudson Bay Partners, Inc., general partner of Hudson Bay                     
Partners, L.P. ("Hudson"). We incorporate by reference herein the               
Schedule 13D filed by Hudson on February 8, 1999 (available from                
www.sec.gov or by contacting us). The address of Hudson and Mr.                 
Lesser is 237 Park Avenue, Suite 900, New York, New York, 10017,                
telephone (212) 692-3622. Hudson is also a bondholder in Pioneer                
Finance Corporation, a subsidiary of the Company and recipient of               
guaranties by the Company. Pioneer Finance failed to pay                        
principal and accrued interest at maturity on December 1, 1998,                 
and Santa Fe Gaming failed to make that payment under its                       
guaranty.  Hudson and seven other creditors have filed an                       
involuntary bankruptcy petition against Pioneer Finance and Santa               
Fe Gaming Corp.  Hudson Bay advises as follows: it has no                       
arrangements with any of the nominees about their conduct as                    
director if elected, nor about future transactions involving the                
Company, nor regarding future employment by the Company, nor                    
concerning the Company's securities. Other than Mr. Siris'                      
purchase of Preferred Shares, none of the Independent Nominees                  
have had any transactions in the Company's stock or with Company.               

IV. EXECUTIVE COMPENSATION/SECURITY OWNERSHIP OF DIRECTORS                      
AND EXECUTIVE OFFICERS                                                  

We incorporate herein by reference the information on these             
matters contained in the Company's proxy statement (pp. __).                    

V. PROPOSALS FOR FUTURE MEETINGS                                                

The deadline for submitting such proposals for inclusion in           
management's proxy statement for the 2000 annual meeting will be                
December __ __, 1999.                                                           

For more information, contact HERE Research at (702) 387-7082 or                
(202) 973-7727.                                                                 

VOTE SIRIS AND BRADHAM FOR SPECIAL DIRECTORS TO THE BOARD OF                    
DIRECTORS OF SANTA FE GAMING                                                    

PREC14A
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SOLICITED BY HERE INTERNATIONAL UNION                                           
for 1999 ANNUAL MEETING OF SANTA FE GAMING SHAREHOLDERS                         

The undersigned shareholder hereby appoints Matthew Walker            
and Courtney Alexander proxies with full power of substitution                  
to vote for the undersigned at the 1999 annual meeting of Santa                 
Fe Gaming Corporation, and at any adjournments thereof, on the                  
matters set forth in the Proxy Statement.  The undersigned hereby               
directs this proxy be voted in accordance with the instructions                 
herein and grants no discretionary authority.  If not marked                    
otherwise, this proxy will be voted FOR election of Mr. Siris and               
Mr. Bradham.                                                                    

I. ELECTION OF DIRECTORS:                                                       

Independent Nominees:                                                 
Mr. Peter J. Siris                                              
Mr. John M. Bradham                                             

[  ] FOR all said Independent Nominees                                  

[  ] WITHHOLD AUTHORITY for all Independent Nominees                    

Instruction:  To withhold authority to vote for election of             
one of the above nominees, mark FOR above and cross out name(s)                 
of persons with respect to whom authority is withheld.                          

II. PROPOSALS TO BE VOTED ON BY SHAREHOLDERS                                    

_____________________________________                                   

FOR [   ]   AGAINST [   ]   ABSTAIN [  ]                        

PLEASE DATE, SIGN AND PROMPTLY MAIL IN THE SELF-ADDRESSED                       
ENVELOPE.  PERSONS SIGNING IN REPRESENTATIVE CAPACITY SHOULD                    
INDICATE AS SUCH.  IF SHARES ARE HELD JOINTLY, BOTH OWNERS                      
SHOULD SIGN.                                                                    

SIGNATURE ________________________________   DATE ___________                   
PRINT NAME ________________________________                                     

ADDRESS _____________________________________________________                   
___________________      ___________    __________________                      
ACCOUNT NO./SSN          # OF SHARES    TEL. NO./FAX NO.                        

Dates Referenced Herein   and   Documents Incorporated by Reference

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		2/8/99		2					SC 13D/A
		1/22/99		2					8-K
		12/23/98		2
		12/1/98		2					8-K
		9/30/98		2					10-K/A,  10-K405
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