SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
METRO-GOLDWYN-MAYER INC.
(Name of Subject Company (Issuer))
TRACINDA CORPORATION
KIRK KERKORIAN
(Name of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
591610100
(CUSIP Number of Class of Securities)
Richard E. Sobelle, Esq.
Tracinda Corporation
150 South Rodeo Drive, Suite 250
Beverly Hills, California 90212
(310) 271-0638
Copy to:
Jeffrey Bagner, Esq.
Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8000
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee**
---------------------- --------------------
$240,000,000 $19,416
----------------
* Estimated for purposes of calculating the amount of filing fee only.
Transaction value derived by multiplying 15,000,000 shares of the
subject company (number of shares sought) by $16.00 (the purchase
price per share offered by the Purchasers (as defined below)).
** The amount of the filing fee, calculated in accordance with Rule 0-11
of the Securities Exchange Act of 1934, as amended, and Fee Advisory
#11 for Fiscal Year 2003 issued by the Securities and Exchange
Commission on February 21, 2003, equals $80.90 per million of the
aggregate amount of the cash offered by Tracinda Corporation
("Tracinda") and Kirk Kerkorian ("Mr. Kerkorian" together with
Tracinda, the "Purchasers").
[_] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $ Filing Party:
Form or Registration Number: Date Filed:
[_] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going private transaction subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]
------ ------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
TRACINDA CORPORATION
------ ------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------ ------------------------------------------------------------------------
3 SEC Use Only
------ ------------------------------------------------------------------------
4 Source of Funds
BK
------ ------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
------ ------------------------------------------------------------------------
6 Citizenship or Place of Organization
Nevada
------------------- --- -------------------------------------------------------
NUMBER OF 7 Sole Voting Power
SHARES
BENEFICIALLY
OWNED BY 163,949,644
EACH
REPORTING
PERSON
WITH
------------------- --- -------------------------------------------------------
8 Shared Voting Power
0
------------------- --- -------------------------------------------------------
9 Sole Dispositive Power
163,949,644
------------------- --- -------------------------------------------------------
10 Shared Dispositive Power
0
------ ------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
163,949,644
------ ------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [_]
------ ------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
66.9%
------ ------------------------------------------------------------------------
14 Type of Reporting Person
CO
------ ------------------------------------------------------------------------
------ ------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
KIRK KERKORIAN
------ ------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------ ------------------------------------------------------------------------
3 SEC Use Only
------ ------------------------------------------------------------------------
4 Source of Funds
PF
------ ------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
------ ------------------------------------------------------------------------
6 Citizenship or Place of Organization
U.S.A.
------------------- --- -------------------------------------------------------
NUMBER OF 7 Sole Voting Power
SHARES
BENEFICIALLY
OWNED BY 163,949,644
EACH
REPORTING
PERSON
WITH
------------------- --- -------------------------------------------------------
8 Shared Voting Power
0
------------------- --- -------------------------------------------------------
9 Sole Dispositive Power
163,949,644
------------------- --- -------------------------------------------------------
10 Shared Dispositive Power
0
------ ------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
163,949,644
------ ------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [_]
------ ------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
66.9%
------ ------------------------------------------------------------------------
14 Type of Reporting Person
IN
------ ------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
250 RODEO, INC.
------ ------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------ ------------------------------------------------------------------------
3 SEC Use Only
------ ------------------------------------------------------------------------
4 Source of Funds
N/A
------ ------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
------ ------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
------------------- --- -------------------------------------------------------
NUMBER OF 7 Sole Voting Power
SHARES
BENEFICIALLY
OWNED BY 19,758,648
EACH
REPORTING
PERSON
WITH
------------------- --- -------------------------------------------------------
8 Shared Voting Power
0
------------------- --- -------------------------------------------------------
9 Sole Dispositive Power
19,758,648
------------------- --- -------------------------------------------------------
10 Shared Dispositive Power
0
------ ------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
19,758,648
------ ------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [_]
------ ------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
8.1%
------ ------------------------------------------------------------------------
14 Type of Reporting Person
CO
------ ------------------------------------------------------------------------
The Schedule TO filed by Tracinda Corporation and Kirk Kerkorkian
(collectively, the "Purchasers") on August 21, 2003 relating to a tender
offer by the Purchasers for up to 15,000,000 shares of common stock, par
value $.01 per share (the "shares"), of Metro-Goldwyn-Mayer Inc., a
Delaware Corporation, 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 an
Offer to Purchase, dated August 21, 2003, and in the related letter of
transmittal, is hereby amended as follows:
ITEM 12. EXHIBITS.
The following Exhibit is added:
(a)(8) Form of Election for Participants in the Company Stock Fund
Under the MGM Savings Plan
SIGNATURES
After due inquiry and to the best of my knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: August 21, 2003
TRACINDA CORPORATION
A NEVADA CORPORATION
By: /s/ Anthony L. Mandekic
-----------------------------------------
Name: Anthony L. Mandekic
Title: Secretary/Treasurer
KIRK KERKORIAN
By: /s/ Anthony L. Mandekic
-----------------------------------------
Name: Anthony L. Mandekic
Title: Attorney-in-Fact*
*Power of Attorney previously filed as Exhibit 7.10 to the Schedule 13D,
filed by Tracinda Corporation and Kirk Kerkorian on November 18, 1997.
EXHIBIT INDEX
Exhibit Description
------- -------------
(a)(1) Offer to Purchase, dated August 21, 2003*
(2) Letter of Transmittal*
(3) Notice of Guaranteed Delivery*
(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees*
(5) Letter to Clients for Use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees*
(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9*
(7) Press Release issued August 21, 2003*
(8) Form of Election for Participants in the Company Stock Fund under
the MGM Savings Plan**
(b)(1)(A) Second Amended and Restated Credit Agreement, dated August 16,
2000, among Tracinda, Bank of
America, N.A., and other financial institutions (the "Credit
Agreement")*
(b)(1)(B) Amendment No. 1 to the Credit Agreement, dated as of October 16,
2000*
(b)(1)(C) Amendment No. 2 to the Credit Agreement, dated as of January 18,
2001*
(b)(1)(D) Amendment No. 3 to the Credit Agreement, dated as of October 1,
2001*
(b)(1)(E) Amendment No. 4 to the Credit Agreement, dated as of July 26,
2002*
(b)(1)(F) Amendment No. 5 to the Credit Agreement, dated as of March 28, 2003*
(b)(1)(G) Amendment No. 6 to the Credit Agreement, dated as of June 27, 2003*
(d)(1)(A) First Amended and Restated Pledge Agreement, dated as of October 30,
1996, by and between Tracinda and Bank of America National Trust and
Savings Association (the "Pledge Agreement")*
(d)(1)(B) Amendment No. 1 to the Pledge Agreement, dated as of August 16, 2000*
(d)(1)(C) 250 Rodeo Pledge Agreement, dated as of August 28, 1998, by and
between 250 Rodeo, Inc. and Bank of America National Trust and
Savings Association (the "250 Rodeo Pledge Agreement")*
(d)(1)(D) Amendment No. 1 to 250 Rodeo Pledge Agreement, dated as of
August 16, 2000*
(d)(1)(E) Continuing Guaranty, dated as of August 28, 1998, by and between
250 Rodeo, Inc. and Bank of America National Trust and Savings
Association (the "Continuing Guaranty")*
(d)(1)(F) Amendment No. 1 to the Continuing Guaranty, dated as of
August 16, 2000*
(d)(2)(A) Form of Amended and Restated Shareholders Agreement, dated as of
August 4, 1997, by and among the Company, Seven Network Limited,
Tracinda, Metro-Goldwyn-Mayer Studios Inc., Frank Mancuso and Other
Parties Specified on the Signature Page (incorporated by reference
to Exhibit 10.24 of the Company's Registration Statement on
Form S-1, as amended (Commission File No. 333-35411))
(d)(2)(B) Form of Waiver and Amendment No. 1 to Amended and Restated
Shareholders Agreement dated as of August 8, 1998 (incorporated by
reference to Exhibit 10.28 of the Company's Registration Statement
on Form S-1, as amended (Commission File No. 333-60723))
(d)(2)(C) Form of Amendment No. 2 to Amended and Restated Shareholders
Agreement, dated September 1, 1998 (incorporated by reference to
Exhibit 10.29 of the Company's Registration Statement on Form S-1,
as amended (Commission File No. 333-60723))
(d)(2)(D) Form of Waiver and Amendment No. 3 to Amended and Restated
Shareholders Agreement (incorporated by reference to Exhibit 10.35
of the Company's annual report on Form 10-K filed on March 30,
1999 (Commission File No. 001-13481))
(d)(2)(E) License Agreement, dated as of February 29, 1980, by and between
Metro-Goldwyn-Mayer Film Co. and Metro-Goldwyn-Mayer Inc. (the
predecessor to MGM MIRAGE) (the "License Agreement")*
(d)(2)(F) Amendment to License Agreement, dated as of August 6, 1998, by and
between successors to Metro-Goldwyn-Mayer Film Co. and Metro-Goldwyn-
Mayer Inc. (the predecessor to MGM MIRAGE)*
(d)(2)(G) Second Amendment to License Agreement, dated as of June 19, 2000,
by and between successors to Metro-Goldwyn-Mayer Film Co. and
Metro-Goldwyn-Mayer Inc. (the predecessor to MGM MIRAGE)*
(d)(2)(H) Merchandise License Agreement, dated as of December 1, 2000, by
and between MGM Consumer Products, Metro-Goldwyn-Mayer Lion Corp.,
and MGM MIRAGE Retail*
(d)(2)(I) License Agreement, dated as of July 2001, by and between MGM
Consumer Products, Metro-Goldwyn-Mayer Lion Corp., and MGM Grand
Hotel, LLC*
(g) Not Applicable
(h) Not Applicable
* Previously filed.
** Filed herewith.