SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 2)
Solicitation/Recommendation Statement under
Section 14(d)(4) of the Securities Exchange Act of 1934
(Name of Subject Company)
(Name of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Senior Executive Vice President and General Counsel
10250 Constellation Boulevard
Los Angeles, California 90067
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Persons Filing Statement)
With copies to:
Janet S. McCloud, Esq.
Christensen, Miller, Fink, Jacobs, Glaser, Weil &
10250 Constellation Boulevard, 19th Floor
Los Angeles, CA 90067
Charles M. Nathan, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022-4864
|¨||Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.|
This Amendment No. 2 to the Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended and supplemented, the Statement) filed by Metro-Goldwyn-Mayer Inc. on September 4, 2003 relating to the tender offer commenced on August 21, 2003 by Tracinda Corporation and Kirk Kerkorian for up to 15,000,000 shares of common stock, par value $.01 per share, of Metro-Goldwyn-Mayer Inc. at a purchase price of $16.00 per share, net to the seller in cash, on the terms and subject to the conditions set forth in the Offer to Purchase, dated August 21, 2003, as amended, and the related Letter of Transmittal. Except as otherwise indicated, the information set forth in the Statement, as amended and supplemented by Amendment No. 1 filed on September 18, 2003, remains unchanged.
Item 4. The Solicitation or Recommendation
The information set forth in the press release of Metro-Goldwyn Mayer Inc., dated September 24, 2003, attached hereto as Exhibit (a)(4) is incorporated herein by reference and hereby amends and supplements the information set forth under Item 4 of the Statement.
Item 9. Exhibits
|Press Release of Metro-Goldwyn Mayer Inc., dated September 24, 2003|
After due 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.
/s/ WILLIAM A. JONES
Name: William A. Jones
Title: Senior Executive Vice President and Secretary
Dated: September 24, 2003