UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 23)
METRO-GOLDWYN-MAYER INC.
-------------------------------------------------------------------------------
(Name of Issuer)
common stock, $.01 par value per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
591610100
-------------------------------------------------------------------------------
(CUSIP Number)
Richard E. Sobelle, Esq.
Tracinda Corporation
150 Rodeo Drive, Suite 250
Beverly Hills, California 90212
(310) 271-0638
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 23, 2004
-------------------------------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 13d-7(b) for
other parties to whom copies are to be sent.
-------------------------------------------------------------------------------
CUSIP NO. 591610100 13D PAGE 2 OF
-------------------------------------------------------------------------------
(1)NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TRACINDA CORPORATION
-------------------------------------------------------------------------------
(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
NEVADA
-------------------------------------------------------------------------------
(7) SOLE VOTING POWER
164,049,644
----------------------------
NUMBER OF (8) SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
----------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 164,049,644
PERSON
WITH
----------------------------
(10)SHARED DISPOSITIVE POWER
0
----------------------------------------
(11)AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
164,049,644
---------------------------------------------------------------------
(12)CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
---------------------------------------------------------------------
(13)PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.9%
---------------------------------------------------------------------
(14)TYPE OF REPORTING PERSON
CO
-------------------------------------------------------------------------------
CUSIP NO. 591610100 13D PAGE 3 OF
-------------------------------------------------------------------------------
(1)NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KIRK KERKORIAN
-------------------------------------------------------------------------------
(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
U.S.A.
-------------------------------------------------------------------------------
(7) SOLE VOTING POWER
174,049,644
----------------------------
NUMBER OF (8) SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
----------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 174,049,644
PERSON
WITH
----------------------------
(10)SHARED DISPOSITIVE POWER
0
----------------------------------------
(11)AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
174,049,644
---------------------------------------------------------------------
(12)CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
---------------------------------------------------------------------
(13)PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.1%
---------------------------------------------------------------------
(14)TYPE OF REPORTING PERSON
IN
-------------------------------------------------------------------------------
CUSIP NO. 591610100 13D PAGE 4 OF
-------------------------------------------------------------------------------
(1)NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
-------------------------------------------------------------------------------
(7) SOLE VOTING POWER
19,758,648
----------------------------
NUMBER OF (8) SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
----------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 19,758,648
PERSON
WITH
----------------------------
(10)SHARED DISPOSITIVE POWER
0
----------------------------------------
(11)AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,758,648
---------------------------------------------------------------------
(12)CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
---------------------------------------------------------------------
(13)PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
[8.3%]
---------------------------------------------------------------------
(14)TYPE OF REPORTING PERSON
CO
---------------------------------------------------------------------
This Amendment No. 23 amends and supplements the Statement on Schedule 13D
filed on November 18, 1997, as amended on November 26, 1997, on July 27,
1998, on August 19, 1998, on September 2, 1998, on October 26, 1998, on
November 20, 1998, on February 4, 1999, on May 4, 1999, on October 18,
1999, on November 19, 1999, on February 6, 2001, on May 2, 2001, on July 2,
2002, on January 21, 2003, on January 30, 2003, on February 4, 2003, and as
amended by Tender Offer Statement on Schedule 14D-100 dated August 21, 2003
and subsequent amendments on August 21, 2003, on September 5, 2003, on
September 25, 2003, on October 3, 2003, and on October 9, 2003 (as so
amended, the "Schedule 13D"), relating to the common stock, $.01 par value
per share (the "Common Stock"), of Metro-Goldwyn-Mayer Inc., a Delaware
corporation (the "Company"), previously filed by Tracinda Corporation, a
Nevada corporation ("Tracinda"), 250 Rodeo, Inc., a Delaware corporation
("250 Rodeo"), and Mr. Kirk Kerkorian (collectively with Tracinda and 250
Rodeo, the "Reporting Persons"). Capitalized terms used herein and not
otherwise defined in this Amendment No. 23 shall have the meanings set
forth in the Schedule 13D.
1. Item 4 of the Schedule 13D is hereby amended to add the following
information:
On September 23, 2004, LOC Acquisition Company ("Newco") and the Company
entered into an Agreement and Plan of Merger (the "Merger Agreement")
providing for a merger of Newco with and into the Company (the "Merger"),
pursuant to which all of the shares of Common Stock will be converted into
the right to receive $12.00 per share. The consummation of the Merger is
subject to the satisfaction or waiver at or prior to the effective time of
the Merger of certain conditions, including, but not limited to, adoption
of the Merger Agreement by the holders of shares of Common Stock and
receipt of required regulatory approvals.
Concurrently with the execution of the Merger Agreement, Tracinda and 250
Rodeo (together the "Principal Stockholders") entered into a Voting and
Support Agreement (the "Voting Agreement") with Newco, pursuant to which
the Principal Stockholders agreed to vote the shares of Common Stock
beneficially owned by them and with respect to which they have the right to
vote (the "Subject Shares") (i) in favor of the Merger, (ii) against any
Takeover Proposal (as defined in the Merger Agreement), (iii) against any
action, proposal, transaction or agreement which would reasonably be
expected to result in a breach of any covenant, representation or warranty
or any other obligation or agreement of the Company under the Merger
Agreement or of any Principal Stockholder under the Voting Agreement; and
(iv) except as otherwise agreed to in writing in advance by Newco or as
contemplated by the Merger Agreement, against: (1)(A) any change in the
board of directors of the Company; (B) any change in the capitalization of
the Company or any amendment of the Company's certificate of incorporation
or bylaws; or (C) any change in the Company's corporate structure or
business; and (2) any other action, proposal, transaction or agreement that
would reasonably be expected to compete with or adversely affect the timely
consummation of the Transaction. Each Principal Stockholder also agreed not
to enter into any agreement or understanding with any Person that would
reasonably be expected to violate, conflict or interfere with the
provisions of the Voting Agreement or adversely affect the timely
consummation of the Merger. Each Principal Stockholder also executed and
delivered to Newco an irrevocable proxy to vote the Subject Shares in a
manner consistent with the Voting Agreement and the Merger Agreement.
Pursuant to the Voting Agreement, the Principal Stockholders also agreed
not to (a) directly or indirectly solicit, initiate, propose or take any
other action to facilitate any Takeover Proposal, (b) enter into any
agreement, arrangement or understanding with respect to any Takeover
Proposal, (c) initiate or participate in any way in any negotiations or
discussions regarding a Takeover Proposal, (d) furnish or disclose to any
third party any information with respect to, or which would be reasonably
expected to lead to, any Takeover Proposal, (e) solicit proxies or become a
"participant" in or otherwise assist a "solicitation" (as such terms are
defined in Regulation 14A under the Securities Exchange Act) that would
reasonably be expected to compete with or adversely affect the timely
consummation of the Merger or result in the termination of, or failure to
consummate, the Merger, (f) otherwise encourage or assist any person in
taking or planning any action which would reasonably be expected to compete
with or adversely affect the timely consummation of the Merger or result in
the abandonment or termination of, or failure to consummate, the Merger,
(g) directly or indirectly encourage, initiate or cooperate in a
stockholders' vote or action by written consent of the Company's
stockholders that would reasonably be expected to compete with or adversely
affect the timely consummation of the Merger or result in the termination
of, or failure to consummate, the Merger or (h) become a member of a
"group" (as such term is used in Section 13(d) of the Securities Exchange
Act) with respect to any voting securities of the Company for any purpose
that would reasonably be expected to compete with or adversely affect the
timely consummation of the Merger or result in the termination of, or
failure to consummate, the Merger.
Each Principal Stockholder also agreed not to Transfer (as defined in the
Voting Agreement), or enter into any agreement with respect to a Transfer
of, any of the Subject Shares or any interest therein. Each Principal
Stockholder agreed not to (i) grant any proxies, options or rights of first
offer or refusal with respect to any of the Subject Shares, (ii) permit any
such shares to become subject to any pledges, liens, preemptive rights,
security interests, claims, charges or other encumbrances or arrangements
(other than the pledge agreements currently in effect with Bank of America)
or (iii) enter into any voting agreement, voting trust or other voting
arrangement with respect to any of the Subject Shares. Notwithstanding the
foregoing, (x) either Principal Stockholder may take any action described
in the previous two sentences, so long as the other party (a "transferee")
to such Transfer or other arrangement executes the Voting Agreement (or a
joinder thereto in a form reasonably satisfactory to Newco) and agrees to
be bound by its terms; provided, however, that notwithstanding such
Transfer or arrangement, such Principal Stockholder shall continue to be
liable for any breach by such transferee of its agreements and covenants
under the Voting Agreement, and (y) the Principal Stockholders are
permitted to (1) amend, extend or otherwise modify their existing credit
documents with Bank of America and (2) enter into new credit arrangements
replacing or supplementing those documents, provided that such amendment,
extension or modification or new credit arrangement, in each case, does not
contain provisions that adversely affect the ability of the Principal
Stockholders to comply with their obligations under the Voting Agreement
other than provisions that are substantially similar to the provisions in
the existing credit documents.
Nothing contained in the Voting Agreement shall limit or affect any actions
taken by either Principal Stockholder or any person or entity controlling
or under the control of either Principal Stockholder of the types described
in clauses (i) and (ii) of the proviso to paragraph (a) of Section 6.2 of
the Merger Agreement in response to a Takeover Proposal, to the extent that
the Company is permitted to take such actions under the aforementioned
proviso and provided that such Principal Stockholder acts in accordance
with any requirement set forth in such proviso, nor shall anything
contained in the Voting Agreement limit or affect any actions taken by any
person in his capacity as a director of the Company in accordance with the
provisions of the Merger Agreement, and none of such actions taken in
accordance with the provisions of the Voting Agreement or in accordance
with the provisions of the Merger Agreement shall be deemed to constitute a
breach of the Voting Agreement.
The Voting Agreement terminates upon the earlier of (a) the mutual
agreement of Newco and each Principal Stockholder, (b) the effective time
of the Merger, (c) the termination of the Merger Agreement pursuant to its
terms, and (d) the execution by the Company of any amendment, supplement,
waiver or modification to the Merger Agreement that has not previously been
approved in writing by each Principal Stockholder.
Concurrently with the execution of the Merger Agreement, as an inducement
to Tracinda and 250 Rodeo to enter into, and to Mr. Kerkorian to cause
Tracinda and 250 Rodeo to enter into, the Voting Agreement and thereby to
facilitate the Merger, which the Board of Directors of the Company had
unanimously determined is in the best interests of the stockholders of the
Company, and in recognition of the substantial benefits which the Board of
Directors of the Company believed will inure to the stockholders of the
Company by reason of the Merger, the Board of Directors of the Company
determined to enter into an indemnity agreement ("Indemnity Agreement")
with the Reporting Persons. Pursuant to the Indemnity Agreement, the
Company agreed to indemnify the Reporting Persons against certain
liabilities in connection with any actual or threatened action, suit or
proceeding arising from or relating to the execution, delivery and/or
performance of the Merger Agreement and/or the Voting Agreement and the
transactions contemplated by such agreements. Newco has agreed to honor the
obligations of the Company under the Voting Agreement after the effective
time of the Merger.
The foregoing descriptions of the Voting Agreement and the Indemnity
Agreement are qualified in their entirety by reference to the Voting
Agreement and the Indemnity Agreement, copies of which have been filed as
Exhibits 99.1 and 99.2 to this Statement and are incorporated herein by
reference.
Except as set forth in this Item 4 (including the matters described in Item
6, which are incorporated herein by reference), the Reporting Persons have
no present plans or proposals which relate to, or would result in, any of
the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule
13D.
2. Item 5 of the Schedule 13D is hereby amended to incorporate by reference
the information provided on the cover pages of this Statement.
3. Item 6 of the Schedule 13D is hereby amended to incorporate by reference
the information set forth in Item 4 of this Statement and in the Voting
Agreement and Indemnity Agreement, copies of which are attached as Exhibits
99.1 and 99.2 to this Statement.
4. Item 7 of the Schedule 13D is hereby amended to add the following exhibits.
Exhibit No. Description
----------- -----------
Exhibit 99.1 Voting and Support Agreement,
dated as of September 23, 2004,
among Tracinda Corporation, 250
Rodeo, Inc., and LOC Acquisition
Company.
Exhibit 99.2 Indemnity Agreement, dated as of
September 23, 2004, among
Metro-Goldwyn-Mayer Inc., Kirk
Kerkorian, Tracinda Corporation
and 250 Rodeo, Inc.
5. Except as specifically provided herein, this Amendment No. 23 does not
modify any of the information previously reported on the Schedule 13D.
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: September 24, 2004
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*
250 RODEO, INC.,
a Delaware corporation
By: /s/ ANTHONY L. MANDEKIC
--------------------------
Name: Anthony L. Mandekic
Title: Secretary/Treasurer
*Power of Attorney previously filed as Exhibit 7.10 to the Schedule 13D.