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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 19, 1998
METRO-GOLDWYN-MAYER INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-13481 95-4605850
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
2500 Broadway Street 90404
SANTA MONICA, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 449-3000
None
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Item 5. OTHER EVENTS.
On August 19, 1998, the Company issued the press release attached hereto as
Exhibit 20.1, which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed with this report on Form 8-K:
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Exhibit No. Description
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20.1 Press Release of Metro-Goldwyn-Mayer Inc., dated August
19, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
METRO-GOLDWYN-MAYER INC.
Dated: August 19, 1998 By: /s/ David G. Johnson
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David G. Johnson,
Senior Executive Vice President and
General Counsel
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description
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<S> <C>
20.1 Press Release of Metro-Goldwyn-Mayer Inc., dated August
19, 1998.
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EXHIBIT 20.1
[LETTERHEAD OF METRO-GOLDWYN-MAYER INC.]
For immediate release Contact: Craig Parsons
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August 19, 1998 (310) 449-3660
METRO-GOLDWYN-MAYER INC. AMENDS PROPOSED RIGHTS
OFFERING; INCREASES OFFERING TO $500 MILLION
Santa Monica, CA -- Metro-Goldwyn-Mayer Inc. (NYSE:MGM) announced today
that its Board of Directors has voted to amend the size of its proposed rights
offering, increasing it from $250 million to $500 million.
On August 5, 1998, the Company filed a registration statement, which will
now be amended, with the Securities and Exchange Commission in connection with a
rights offering pursuant to which the Company's stockholders will receive
transferable rights to purchase shares of the Common Stock of the Company at a
customary discount to its market price, to be determined on the date the
registration statement becomes effective. The record date for the distribution
of the rights has yet to be determined by the Board.
Tracinda Corporation, MGM's principal stockholder, has advised the Company
that it intends to fully support the rights offering and has advised the Company
that it is willing to acquire any shares not subscribed for by other
stockholders.
-more-
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Page 2 Right Offering Increase
As announced by Tracinda Corporation and Seven Network Ltd. today, Tracinda
has agreed to purchase all of Seven's shares in the Company for a price of $24
per share, or an aggregate of $389 million. The transaction will settle on
September 1, 1998.
Frank G. Mancuso, Chairman of the Board and Chief Executive Officer,
stated, "The increase in the size of our rights offering, together with the
purchase of Seven's interest in the Company, demonstrate the tremendous
commitment that Kirk Kerkorian and Tracinda have for MGM. This level of
commitment is rare in any business and we are grateful for this strong
relationship. At the same time, we appreciate the support from Kerry Stokes and
Seven Network over the past two years."
Metro-Goldwyn-Mayer Inc. is actively engaged in the worldwide production
and distribution of entertainment product, including motion pictures, television
programming, home video, interactive media, music, licensed merchandise, a
4,000-title film library, a 6,700-title home video library, and a significant
television library. The Company's operating units include MGM Pictures, United
Artists Pictures, Orion Pictures, Goldwyn Films, MGM Worldwide Television Group,
MGM Distribution Co., MGM Home Entertainment and Consumer Products Group, MGM
Music, and MGM Interactive, among others. For more information on MGM, visit
the MGM Online at http://www.mgm.com.
The registration statement filed with respect to the rights offering has
not yet become effective. The securities referenced herein may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This press release shall not constitute an offer to sell
nor the solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
such state.
-more-
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Page 3 -- Rights Offering Increase
This news release contains forward-looking statements that are based upon
the company's estimates and expectations concerning future events and are
subject to certain risks and uncertainties that could cause actual results to
differ material. These risks and uncertainties include factors described in the
company's filings with the Securities and Exchange Commission, all of which are
difficult or impossible to predict accurately and many of which are beyond the
control of MGM. In light of the significant uncertainties inherent in forward-
looking information, the inclusion of such information should not be regarded as
a representation by the company or any other person that the company's
objectives or plans will be realized.
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