SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Metro-Goldwyn-Mayer Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
591610100
(CUSIP Number)
November 12, 1998
(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)
/ / Rule 13d-1(c)
/X/ 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 disclosures provided in a prior cover page.
The information required on 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).
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CUSIP No. 591610100
1. Name of Reporting Person:
Seven Network Ltd.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Citizenship or Place of Organization: New South Wales, Australia
5. Sole Voting Power: 16,208,463(1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 16,208,463(1)(2)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
16,208,463(1)(2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 24.6%
12. Type of Reporting Person: OO
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(1) The shares reported herein (the "Shares") are owned directly by
Miltonstar Pty. Limited ("Miltonstar"), which is a wholly-owned
subsidiary of Seven International Limited ("Seven International"), which
in turn is a wholly-owned subsidiary of the Reporting Person.
Accordingly, the Reporting Person exercises sole voting and dispositive
power over the Shares.
(2) The Shares being reported herein as beneficially owned by the Reporting
Person are subject to a Stock Purchase Agreement (the "Stock Purchase
Agreement"), dated as of August 19, 1998, between the Reporting Person
and Tracinda Corporation ("Tracinda"), pursuant to which the Reporting
Person will sell to Tracinda all of the Shares. The closing of such
transaction is expected to occur on or before September 1, 1998.
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Item 1(a). Name of Issuer.
The name of the issuer is Metro-Goldwyn-Mayer Inc.(the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
The principal executive offices of the Issuer are located at 2500
Broadway Street, Santa Monica, California 90404.
Item 2(a). Names of Persons Filing.
Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Act"), this Schedule 13G Statement is hereby filed by Seven Network
Limited, an Australian entity ("Seven" or the "Reporting Person"). The
Shares are owned directly by Miltonstar, which is a wholly-owned subsidiary
of Seven International, which in turn is a wholly-owned subsidiary of Seven.
Accordingly, the Reporting Person exercises sole voting and dispositive power
over the Shares. Seven, Seven International and Miltonstar are sometimes
hereinafter collectively referred to as the "Item 2 Persons." The Shares
being reported herein as beneficially owned by Seven are subject to the Stock
Purchase Agreement, dated as of August 19, 1998, between Seven and Tracinda,
pursuant to which Seven will sell to Tracinda all of the Shares. The closing
of such transaction is expected to occur on or before September 1, 1998.
Item 2(b). Address of Principal Business Office, or if None, Residence.
The principal business office for the Reporting Person is Mobbs Lane,
Epping NSW 212, Australia.
Item 2(c). Citizenship.
The Reporting Person is an Australian entity.
Item 2(d). Title of Class of Securities.
This statement relates to the Common Stock, par value $.01 per share
(the "Stock") of the Issuer.
Item 2(e). CUSIP Number.
The CUSIP number of the Shares is 591610100.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b).
If this statement is filed pursuant to Sections 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 section 240.13d-
1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance with
section 240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance with
section 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 section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to section 240.13d-1(c), check this
box / /.
Item 4. Ownership.
(a) - (b)
The Reporting Person may, pursuant to Rule 13d-3(a), be deemed to be the
beneficial owner of 16,208,463 shares of the stock, which constitutes
approximately 24.6% of the outstanding shares of the stock.
(c)
Acting on behalf of its indirect wholly-owned subsidiary, Miltonstar
Pty. Limited, Seven has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 16,208,463 shares of the stock.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No person other than the Item 2 Persons has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares owned by them.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
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.
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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: August 24, 1998
SEVEN NETWORK LTD.
By: /s/ Michael R. Gleason
Michael R. Gleason, attorney-in-fact (1)
(1) An Authorization Certificate authorizing Michael R. Gleason to act on
behalf of Seven Network Ltd. is filed herewith as Exhibit 99.2.
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.2 Power of Attorney for Seven Network Ltd.
Exhibit 99.2
POWER OF ATTORNEY
BY THIS POWER OF ATTORNEY SEVEN NETWORK LIMITED (A.C.N. 052 816 789), a New
South Wales corporation ("Donor") hereby nominates, constitutes and
appoints the person described in Schedule 1 (each an "Attorney") to be its
true and lawful attorney:
(a) to sign, as an agreement under hand or to sign seal and deliver as a
deed (either in the name of an Attorney or the Donor) the documents
("Documents") described in Schedule 2;
(b) to incorporate into the Documents all amendments and provisions as may
seem necessary or desirable to the Attorney who signs the Documents as
conclusively evidenced by his execution thereof; and
(c) to sign and/or perform all other instruments, assurances, acts, matters
and things which in the opinion of the Donor or an Attorney (as
conclusively evidenced by the execution or performance by an Attorney of
any instrument, assurance, act, matter or thing) are or may be
necessary, incidental or desirable in relation to the execution, sealing
or delivery of the Documents or any matter or transaction required by or
contemplated in the Documents;
and the Donor hereby declares that the Documents and any other instrument
executed by an Attorney and all acts, matters and things done by an Attorney
in performance of this Power will be as good, valid and effectual to all
intents and purposes as if the same had been duly executed or done (as the
case may be) by the Donor itself and the Donor hereby indemnifies each
Attorney in respect of any and all liabilities arising from anything lawfully
done by the Attorney pursuant to this Power and the Donor hereby declares
that this Power of Attorney and the powers hereby conferred continue in force
until notice of revocation of the Power has been received by the Attorney.
The Donor hereby agrees that any person or corporation dealing with any
Attorney in good faith may accept a written statement by that Attorney to the
effect that the Attorney has not received notice of revocation of this Power
as conclusive evidence of that fact.
Schedule 1
Michael Gleason /s/ Michael R. Gleason
Specimen signature of Michael Gleason
Schedule 2
To sign any and all amendments to the Schedule 13D, and any reports filed
pursuant to Section 16 of the Securities Exchange Act of 1934, filed on
behalf of it with respect to its beneficial ownership of Metro-Goldwyn-
Mayer Inc and to file the same, with all exhibits thereto and all documents
in connection therewith, with the Securities and Exchange Commission.
IN WITNESS this Power of Attorney has been duly sworn 13 March 1998.
THE COMMON SEAL of
SEVEN NETWORK LIMITED was
affixed by the authority of the Board of
Directors in the presence of:
/s/ Judith Howard /s/ Gary Rice
(Signature of Secretary/Director) (Signature of Director)
SEALED AND SUBSCRIBED TO before
me on this 13th day of March 1998, to
certify which witness my hand and seal
of office.
/s/ Michael Lloyd-Jones
Michael Lloyd-Jones
Notary Public
