<PAGE>
As filed with the Securities and Exchange Commission on September 9, 1999
Registration No. 333-82775
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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METRO-GOLDWYN-MAYER INC.
(Exact name of Registrant as specified in its charter)
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<TABLE>
<S> <C>
DELAWARE 95-4605850
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
2500 Broadway Street
Santa Monica, California 90404
(310) 449-3000
(Address, including zip code, and telephone number, including area code, of
Registrant's Principal Executive Offices)
--------------
ROBERT BRADA, ESQ.
Executive Vice President and General Counsel
METRO-GOLDWYN-MAYER INC.
2500 Broadway Street
Santa Monica, California 90404
(310) 449-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
GARY N. JACOBS, ESQ.
Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP
2121 Avenue of the Stars
Los Angeles, CA 90067
(310) 553-3000
--------------
Approximate date of commencement of proposed sale to public: As soon as
practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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- -------------------------------------------------------------------------------
Proposed Maximum Amount of
Title of Each Class of Aggregate Offering Registration
Securities to be Registered Price (1) Fee
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<S> <C> <C>
Subscription rights(2)........................
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Common stock, par value $.01 per share(3)..... (4)
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Total......................................... $862,500,000(5) $239,775(1)
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) based on an estimate of the maximum offering price,
of which $208,500 has previously been paid.
(2) Evidencing the rights to subscribe for shares of the common stock described
below.
(3) Subject to note (5) below, such indeterminate number of shares of common
stock as may, from time to time, be issued at indeterminate prices,
including common stock issuable upon exercise of subscription rights.
(4) Not applicable pursuant to General Instruction II.D. of Form S-3.
(5) In no event will the aggregate initial offering price of all securities
issued pursuant to this Registration Statement, and not previously
registered under the Securities Act, exceed $862,500,000. The aggregate
amount of common stock registered hereunder is further limited to that
which is permissible under Rule 415(a)(4) under the Securities Act of 1933.
The securities registered hereunder may be sold separately or together.
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<PAGE>
PROSPECTUS
[LOGO OF METRO GOLDWYN MAYER TRADEMARK]
METRO-GOLDWYN-MAYER INC.
Common Stock
Subscription Rights
We may use this prospectus to offer and sell, separately or together,
common stock and subscription rights.
These securities will have an aggregate initial public offering price not
to exceed $862,500,000 and will be offered and sold at prices and on terms to
be determined at the time of sale. The specific terms of the securities for
which this prospectus is being delivered will be set forth in an accompanying
supplement to this prospectus. These terms may include, where applicable, the
initial public offering price, the net proceeds to the company and whether the
subscription rights, if any, will be listed on any securities exchange.
Our common stock trades on the NYSE under the symbol "MGM." On September 7,
1999, the closing price of the common stock was $20 per share. Any
subscription rights which are issued will be transferable, and we anticipate
that the rights would be authorized for trading on the NYSE under the symbol
"MGM rt."
As will be described in more detail in any prospectus supplement, the
securities may be offered through an underwriter or underwriting syndicates
represented by one or more managing underwriters or through dealers. The
securities may also be sold directly or through agents to investors. See "Plan
of Distribution."
This prospectus may not be used to consummate sales of offered securities
unless accompanied by a prospectus supplement.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is September 9, 1999.
<PAGE>
Table Of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
About this Prospectus...................................................... 2
Forward-Looking Statements................................................. 2
Use of Proceeds............................................................ 3
Price Range of Common Stock................................................ 4
Dividend Policy............................................................ 4
The Company................................................................ 4
</TABLE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Plan of Distribution....................................................... 5
Description of Securities.................................................. 6
Legal Matters.............................................................. 7
Experts.................................................................... 7
Where You Can Find More Information........................................ 7
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of a Registration Statement that we filed with the
Securities and Exchange Commission using a "shelf" registration process. Under
this shelf process, we may from time to time over approximately the next two
years, sell any combination of the securities described in this prospectus in
one or more offerings up to a total dollar amount of $862,500,000. This
prospectus provides you with a general description of the securities we may
offer. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The
prospectus supplement also may add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the heading
"Where You Can Find More Information" on page 7 below.
You should rely only on the information or representations incorporated by
reference or provided in this prospectus and in the accompanying prospectus
supplement. We have not authorized anyone to provide you with different
information. You may obtain copies of the Registration Statement, or any
document which we have filed as an exhibit to the Registration Statement or to
any other SEC filing, either from the SEC or from the Secretary of the company
as described below. We are not making an offer of these securities in any state
where the offer is not permitted. You should not assume that the information in
this prospectus or in the accompanying prospectus supplement is accurate as of
any date other than the dates printed on the front of each such document.
FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates by reference forward-looking
statements, within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act. Forward-looking statements typically can be
identified by the use of forward-looking words, such as "may," "will," "could,"
"project," "believe," "anticipate," "expect," "estimate," "continue,"
"potential," "plan," "intend," "forecast" and the like. These statements appear
in a number of places in this prospectus and the information incorporated by
reference and include statements regarding our current intentions, plans,
strategies, beliefs and expectations.
Forward-looking statements do not guarantee future performance and involve
risks and uncertainties that could cause actual results to differ materially
from those anticipated. The information contained in this prospectus, or
incorporated by reference, identifies important factors that could cause such
differences.
2
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USE OF PROCEEDS
Unless otherwise specified in a prospectus supplement, we plan to use
substantially all of the net proceeds from the sale of the offered securities
to repay any outstanding amounts under our bridge loan and then to reduce
amounts that we owe under the revolving portion of our $1.3 billion primary
credit facility. We will use any remaining proceeds for general corporate
purposes. Our business plan calls for substantial continued borrowing under
this facility, subject to our compliance with its terms. For example, on
September 1, 1999, we drew upon funds from the facility to make the second
payment to Warner Home Video of $112.5 million, plus interest, in connection
with the termination of our home video distribution arrangement. As of
September 9, 1999, there was approximately $250 million outstanding under our
bridge loan (which is required to be repaid out of the proceeds of any equity
offering), and we owed approximately $359 million under the revolving portion
of our primary credit facility, which bear interest at the rate of 7.08% and
7.75% per annum, respectively, and are due (1) in the case of the bridge loan,
upon the earlier of the receipt of any net cash proceeds from the sale of the
offered securities or July 2006 and (2) in the case of the revolving portion of
our credit facility, in October 2003, subject to extension under certain
conditions. During the past 12 months, borrowings under the bridge loan and the
credit facility were used to (a) fund the PolyGram acquisition, (b) make our
payments to Warner Home Video and (c) provide working capital for general
corporate purposes.
3
<PAGE>
PRICE RANGE OF COMMON STOCK
The common stock is listed on the NYSE and trades under the symbol "MGM."
The following table sets forth for the quarters indicated the high and low
composite per share closing sales prices as reported by the NYSE.
<TABLE>
<CAPTION>
High Low
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<S> <C> <C>
1998
First Quarter.......................................... $24 3/16 $ 17 3/4
Second Quarter......................................... 26 1/2 21 15/16
Third Quarter.......................................... 22 1/8 13 7/8
Fourth Quarter......................................... 13 3/4 8
1999
First Quarter.......................................... $13 9/16 $ 10 3/8
Second Quarter......................................... 18 5/8 12 11/16
Third Quarter (through September 7).................... 22 16 1/2
</TABLE>
The last reported sales price of the common stock on the NYSE on September
7, 1999 was $20 per share. As of June 30, 1999, there were more than 2,000
beneficial holders.
DIVIDEND POLICY
We have not paid any dividends since 1996. For the foreseeable future, we
intend to retain any earnings to fund the operation of our business and to
service and repay our debt rather than pay cash dividends to our stockholders.
Furthermore, as a holding company with no independent operations, our ability
to pay dividends will depend upon the receipt of dividends or other payments
from our subsidiaries. Finally, our primary credit facility contains financial
covenants that could restrict our ability to pay dividends. Subject to the
foregoing, our Board of Directors has the sole discretion to pay cash
dividends.
THE COMPANY
Overview
We develop, produce and distribute worldwide theatrical motion pictures and
television programs. Our subsidiaries include Metro-Goldwyn-Mayer Studios Inc.,
United Artists Corporation, United Artists Films Inc. and Orion Pictures
Corporation. We are one of only seven major film and television studios
worldwide. Our library contains over 4,100 theatrically released feature film
titles and 8,900 television episodes, and is the largest collection of
post-1948 feature films in the world. Films in our library have won nearly 200
Academy Awards, including the Best Picture Award for Annie Hall, The Apartment,
The Best Years of Our Lives, Dances with Wolves, Hamlet, In the Heat of the
Night, Marty, Midnight Cowboy, Platoon, Rain Man, Rocky, Silence of the Lambs,
Tom Jones and West Side Story. We also have in our library 20 titles in the
James Bond film franchise, five titles in the Rocky film franchise and nine
titles in the Pink Panther film franchise.
As used in this prospectus, the terms "we," "our," "us," "MGM" and "the
company" refer to Metro-Goldwyn-Mayer Inc. and our subsidiaries unless the
context indicates otherwise.
4
<PAGE>
PLAN OF DISTRIBUTION
We may sell the securities being offered hereby:
. directly to one or more purchasers;
. through agents;
. to or through one or more dealers;
. to or through one or more underwriters;
. through one or more rights offerings to our stockholders; or
. through a combination of any such methods of sales.
The distribution of such securities pursuant to any prospectus supplement
may occur from time to time in one or more transactions either:
. at a fixed price or prices which may be changed;
. at market prices prevailing at the time of sale;
. at prices related to such prevailing market prices; or
. at negotiated prices.
We may enter into a standby arrangement with Tracinda Corporation and one of
its affiliates pursuant to which the Tracinda group would agree to buy
securities being offered hereby which are not purchased by the public.
Offers to purchase the securities being offered hereby may be solicited
directly by us or by agents designated by us from time to time. Any such agent,
who may be deemed to be our "underwriter" as that term is defined in the
Securities Act, involved in the offer or sale of such securities will be named,
and any commissions payable by us to such agent will be set forth, in the
applicable prospectus supplement.
If a dealer is utilized in the sale of such securities, we will sell such
securities to the dealer, as principal. The dealer, who may be deemed to be an
"underwriter" as that term is defined in the Securities Act, may then resell
such securities to the public at varying prices to be determined by such dealer
at the time of resale.
If an underwriter is, or underwriters are, utilized in the sale, we will
execute an underwriting agreement with such underwriters at the time of sale to
them and the names of the underwriters will be set forth in the applicable
prospectus supplement, which will be used by the underwriters to make resales
of such shares to the public. In connection with the sale of such securities,
such underwriters may be deemed to have received compensation from us in the
form of underwriting discounts or commissions and may also receive commissions
from purchasers of such securities for whom they may act as agents.
Underwriters may sell such shares to or though dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act
as agents. Any underwriting compensation paid by us to underwriters in
connection with the offering of such securities, and any discounts, concessions
or commissions allowed by underwriters to participating dealers, will be set
forth in the applicable prospectus supplement.
If we sell shares of common stock through one or more rights offerings, we
will distribute to our stockholders, as of a record date to be determined,
transferable rights to purchase common stock. The terms of such rights,
including the period during which rights may be exercised, the exercise price,
oversubscription privileges, if any, and subscription procedures, will be set
forth in the applicable prospectus supplement. If a dealer manager is, or
dealer managers are, utilized by us in connection with a rights offering, the
applicable prospectus supplement will identify the dealer manager or dealer
managers and describe the compensation arrangements with such dealer manager or
dealer managers.
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Underwriters, dealers, agents, dealer managers, and other persons, including
the Tracinda group, may be entitled, under agreements that may be entered into
with us, to indemnification by us against certain civil liabilities, including
the liabilities under the Securities Act, or to contribution with respect to
payments which they may be required to make in respect thereof. Underwriters,
dealers, dealer managers and agents may engage in transactions with, or perform
services for us in the ordinary course of business.
If so indicated in the applicable prospectus supplement, we will authorize
underwriters, dealers, dealer managers, or other persons to solicit offers by
certain institutions to purchase from us securities offered hereby pursuant to
contracts providing for payment and delivery on a future date or dates set
forth in the applicable prospectus supplement. Institutions with which such
contacts may be made may include, but are not limited to, commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others. The obligations of any
purchaser under any such contract will not be subject to any conditions except
that (a) the purchase of such securities shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is
subject and (b) if such securities are also being sold to underwriters, we
shall have sold to such underwriters the securities offered hereby which are
not sold for delayed delivery. The underwriters, dealers, dealer managers and
such other persons will not have any responsibility in respect to the validity
or performance of such contracts. The prospectus supplement relating to such
contracts will set forth the price to be paid for such securities pursuant to
such contracts, the commissions payable for solicitation of such contracts and
the date or dates in the future for delivery of such shares pursuant to such
contracts.
The anticipated date of delivery of securities offered hereby will be set
forth in the applicable prospectus supplement relating to each offer.
We intend to offer the common stock covered hereby in an underwritten public
offering commencing on or about September 13, 1999, and will file a prospectus
supplement with the Commission in connection with such offering.
DESCRIPTION OF SECURITIES
Common Stock
Our authorized common stock consists of 500,000,000 shares of common stock.
All authorized shares of common stock have a par value of $0.01 per share and
are entitled to one vote per share on all matters submitted to a vote of
stockholders. In the event of a liquidation, dissolution or winding up of the
company, the holders of the common stock are entitled to share ratably in all
assets remaining after all liabilities and the liquidation preference
attributable to any outstanding preferred stock have been paid. The holders of
the common stock have no pre-emptive rights or cumulative voting rights and no
rights to convert their common stock into any other securities.
As of June 30, 1999, there were outstanding 151,170,833 shares of the common
stock. As of June 30, 1999, there were reserved for issuance upon the exercise
of options 8,437,567 shares of the common stock, of which options for 7,775,301
shares were outstanding, 4,437,155 of which were vested and exercisable or
would become vested and exercisable within 60 days.
Subscription Rights
The following description sets forth the general terms and provisions of any
subscription rights which may be issued and to which any prospectus supplement
may relate. The particular terms of the subscription rights and extent, if any,
to which such general provisions may not apply will be described in the
prospectus supplement relating to such subscription rights.
The subscription rights will be issued in connection with one or more rights
offerings. The subscription rights will be issued without charge to our
stockholders and will be transferable. The number of rights to be issued for
each outstanding share of our common stock as well as the subscription price
will be determined at the time of the rights offering, if any, and described in
the related prospectus supplement. We anticipate that
6
<PAGE>
the subscription rights will be traded on the New York Stock Exchange, the
exchange where our common stock is traded.
We anticipate there will be two types of subscription privileges associated
with the subscription rights. Under the basic subscription privilege, a rights
holder would be entitled to purchase one share of common stock for each right
held. Under the oversubscription privilege, any rights holder who exercises the
basic subscription privilege for all rights held would be entitled to subscribe
for additional shares of common stock at the time the basic subscription
privilege is exercised. Shares will be available for the oversubscription
privilege to the extent that other rights holders do not exercise their basic
subscription privilege in full and will be subject to proration if necessary.
In each case, the rights holder must specify the number of shares to be
purchased and submit the subscription price to the subscription agent.
LEGAL MATTERS
The validity of the issuance of the securities offered hereby will be passed
upon for us by Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP,
Los Angeles, California.
EXPERTS
The company's financial statements and schedules for the years ended
December 31, 1998 and December 31, 1997 and for the period from October 11,
1996 to December 31, 1996 and for MGM Studios for the period from January 1,
1996 to October 10, 1996 incorporated by reference into this prospectus and
elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC, in accordance with the Securities Exchange Act of
1934. You may read and copy any document we file at the SEC's public reference
rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
rooms. Our SEC filings are also available to the public from the SEC's web site
at: http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with them, which means that we can disclose important
information to you by referring to our filed SEC documents. The information
incorporated by reference is considered to be part of this prospectus.
Information we file with the SEC after the date of this document will update
and supersede the information in this prospectus. We incorporate by reference
the documents listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until this offering is completed:
(1) Our Annual Report on Form 10-K for the year ended December 31, 1998;
(2) Our Quarterly Reports on Form 10-Q for the periods ended March 31,
1999 and June 30, 1999;
(3) Our Current Report on Form 8-K dated March 16, 1999;
(4) The description of capital stock contained in Item 1 of our
Registration Statement on Form 8-A, filed with the SEC on October 14,
1997, as amended; and
(5) Our Proxy Statement dated June 15, 1999.
We have also filed a Registration Statement on Form S-3 with the SEC under
the Securities Act for the securities offered by this prospectus. This
prospectus does not contain all of the information set forth in the
registration statement. You should read the registration statement for further
information about our common
7
<PAGE>
stock and us. The Registration Statement can be found in the SEC's public
reference room or on the SEC's website referred to above, and you may request a
copy of any of these filings, at no cost, by writing or calling William A.
Jones, Senior Executive Vice President and Secretary of the company, at:
Metro-Goldwyn-Mayer Inc.
2500 Broadway Street
Santa Monica, California 90404
(310) 449-3000
You can find additional information by visiting our website at:
http://www.mgm.com.
8
<PAGE>
PART II
Information Not Required In Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with the issuance and distribution of
the securities being registered hereby are as follows are as follows:
<TABLE>
<CAPTION>
Expenses Amount
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<S> <C>
SEC Registration Fee........................................... $ 239,775
NYSE Fee....................................................... 150,500
NASD Fee....................................................... 30,500
Printing Expenses.............................................. 300,000
Legal Fees and Expenses........................................ 300,000
Transfer Agent and Registrar Fees.............................. 5,000
Accounting Fees and Expenses................................... 100,000
Blue Sky Fees and Expenses..................................... 3,000
Miscellaneous Expenses......................................... 271,225
----------
TOTAL...................................................... 1,400,000
==========
</TABLE>
Item 15. Indemnification of Officers and Directors.
As permitted by applicable provisions of the Delaware General Corporation
Law (the "DGCL"), the Registrant's Amended and Restated Certificate of
Incorporation contains a provision whereunder the Registrant will indemnify
each of the officers and directors of the Registrant (or their estates, if
applicable), and may indemnify any employee or agent of the Registrant (or
their estates, if applicable), to the fullest extent permitted by the DGCL as
it exists or may in the future be amended.
In addition, the Registrant has entered into indemnification agreements with
its directors, its executive officers and certain other officers providing for
indemnification by the Registrant, including under circumstances in which
indemnification is otherwise discretionary under Delaware law. These agreements
constitute binding agreements between the Registrant and each of the other
parties thereto, thus preventing the Registrant from modifying its
indemnification policy in a way that is adverse to any person who is a party to
such an agreement.
The Registrant currently maintains insurance on behalf of its officers and
directors against certain liabilities that may be asserted against any such
officer or director in his or her capacity as such, subject to certain
customary exclusions. The amount of such insurance is deemed by the Board of
Directors to be adequate to cover such liabilities.
Item 16. Exhibits.
See Exhibit Index attached hereto on page II-5 and incorporated herein by
reference.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(a)(1) to file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
II-1
<PAGE>
represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in the registration statement;
provided, however, that the undertakings set forth in the paragraphs (i) and
(ii) above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement.
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) that, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(h) that, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in such Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in such Act and will be governed by the final adjudication of such
issue.
(i)(1) that, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (a) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) that, for purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-2
<PAGE>
Signatures and Power of Attorney
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Monica, California, on September 8, 1999.
METRO-GOLDWYN-MAYER INC.
By:
*
-----------------------------------
Alex Yemenidjian
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
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<S> <C> <C>
* Chairman of the Board of September 8, 1999
____________________________________ Directors and Chief
Alex Yemenidjian Executive Officer
(Principal Executive
Officer)
* Vice Chairman, Chief September 8, 1999
____________________________________ Operating Officer and
Christopher McGurk Director
/s/ Daniel J. Taylor Chief Financial Officer September 8, 1999
____________________________________ (Principal Financial and
Daniel J. Taylor Accounting Officer)
* Director September 8, 1999
____________________________________
James Aljian
* Director September 8, 1999
____________________________________
Francis Ford Coppola
* Director September 8, 1999
____________________________________
Willie D. Davis
* Director September 8, 1999
____________________________________
Alexander M. Haig, Jr.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
* Director September 8, 1999
____________________________________
Kirk Kerkorian
* Director September 8, 1999
____________________________________
Frank G. Mancuso
* Director September 8, 1999
____________________________________
Jerome B. York
</TABLE>
*By:
/s/ Daniel J. Taylor
- -------------------------------
Daniel J. Taylor
Attorney-In-Fact
II-4
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
2.1(/2/) Stock Purchase Agreement, dated as of July 16, 1996, by and among
the Company, Consortium de Realisation ("CDR"), MGM Holdings
Corporation, MGM Group Holdings Corporation and MGM Studios (f/k/a
Metro-Goldwyn-Mayer)*
2.2(/2/) Stock Purchase Agreement, dated as of May 2, 1997, by and among the
Company, Orion and Metromedia International Group, Inc. ("MIG")*
2.3(/2/) Agreement and Plan of Merger, dated as of January 31, 1996, by and
among MIG, SAC Merger Corp. and the Samuel Goldwyn Company (the
"Goldwyn Merger Agreement")*
2.4(/2/) Amendment No. 1 to the Goldwyn Merger Agreement dated as of May 29,
1996
2.5(/2/) Amended and Restated Plan of Merger, dated as of May 17, 1996,
between MIG, MPCA Merger Corp., Bradley Krevoy, Steven Stabler and
the Motion Picture Corporation of America*
3.1(/2/) Amended and Restated Certificate of Incorporation of the Company
3.2(/2/) Amended and Restated Bylaws of the Company
3.3(/4/) Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of the Company
5.1(/1/) Opinion of Christensen, Miller, Fink, Jacobs, Glaser, Weil &
Shapiro, LLP
10.1(/3/) Employment Agreement, dated as of April 28, 1999, between the
Company and Alex Yemenidjian.
10.2(/3/) Employment Agreement, dated as of April 28, 1999, between the
Company and Christopher J. McGurk.
10.3(/3/) Letter Agreement, dated April 28, 1999, between the Company and
Christopher J. McGurk.
10.4(/3/) Indemnification Agreement, dated as of April 28, 1999, by and
between the Company and Christopher McGurk.
23.1(/1/) Consent of Arthur Andersen LLP
23.2 Consent of Christensen, Miller, Fink, Jacobs, Glaser, Weil &
Shapiro, LLP (included in their opinion filed as Exhibit 5.1)
24(/1/) Power of Attorney (included on the signature page hereto)
</TABLE>
- --------
* Filed without Schedules.
(1) Filed herewith.
(2) Filed as an exhibit to the Company's Registration Statement on Form S-1, as
amended (File No. 333-35411) and incorporated herein by reference.
(3) Filed previously.
(4) Incorporated by reference to the Exhibits to the Company's Registration
Statement on Form S-8 (File No. 333-83823), as filed with the Commission on
July 27, 1999.
II-5
<PAGE>
[Letterhead of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP]
September 8, 1999
Metro-Goldwyn-Mayer Inc.
2500 Broadway Street
Santa Monica, CA 90404
Re: Registration of up to $862,500,000 of Securities of
---------------------------------------------------
Metro-Goldwyn-Mayer, Inc.
------------------------
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3
(the "Registration Statement") being filed with the Securities and Exchange
Commission by Metro-Goldwyn-Mayer Inc., a Delaware corporation (the "Company"),
in connection with the registration under the Securities Act of 1933, as
amended, of up to $862,500,000 aggregate offering price of securities (the
"Securities") consisting of one or more of the following: (i) shares of common
stock, par value $.01 per share (the "Common Stock"), of the Company, and (ii)
transferrable subscription rights (the "Rights") to purchase shares of the
Company's Common Stock.
In our capacity as counsel for the Company in connection with such
Registration Statement, we are familiar with the proceedings taken and proposed
to be taken by the Company in connection with the authorization and issuance of
the Securities and for the purposes of this opinion, have assumed such
proceedings will be timely completed in the manner presently proposed and that
the terms of each issuance will otherwise be in compliance with applicable law.
In addition, we have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for the purposes of this
opinion.
Our opinions herein are limited to the General Corporation Law of the State
of Delaware (based upon the latest unofficial compilation thereof available to
us) and the federal laws of the United States. We express no opinion whatsoever
with respect to the laws of any other jurisdiction and can assume no
responsibility for the applicability or effect of any such laws. We have assumed
that to the extent any of the Securities or agreements and undertakings of the
Company in furtherance of the Securities contain provisions which require
compliance with laws
<PAGE>
Metro-Goldwyn-Mayer Inc.
September 8, 1999
Page 2
other than the General Corporation Law of the State of Delaware or the federal
laws of the United States, such compliance has occurred.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies. In
addition, we have been furnished with, and with your consent have relied upon,
certificates of officers of the Company with respect to certain factual matters.
We have also obtained and relied upon such certificates and assurances from
public officials as we have deemed necessary.
Subject to the foregoing and the other matters set forth herein, it is our
opinion that, as of the date hereof:
1. Upon due authorization by the Company's Board of Directors of a
designated number of shares of Common Stock for issuance at a price to be set by
the Company's Board of Directors and assuming that the Company has authorized
but unissued shares of Common Stock remaining under its Certificate of
Incorporation, the Common Stock to be offered and sold by the Company under the
Registration Statement will be duly authorized, and upon issuance, and delivery
of and payment therefor in the manner contemplated by the Registration
Statement, will be validly issued, fully paid and nonassessable.
2. Upon due authorization by the Company Board of Directors of a
designated number of Rights for issuance upon the terms to be set by the Company
Board of Directors, the Rights to be offered and sold by the Company under the
Registration Statement will be duly authorized, and upon issuance and delivery
of, in the manner contemplated by the Registration Statement, will be validly
issued, fully paid and nonassessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus (including any supplements thereto), included
therein.
Very truly yours,
/s/ Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP
CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Metro-Goldwyn-Mayer Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report for Metro-Goldwyn-Mayer
Inc. dated February 23, 1999 (except with respect to the matter discussed in
Note 15, as to which the date is March 12, 1999) and of our report for Metro-
Goldwyn-Mayer Studios Inc. (Predecessor) included in Metro-Goldwyn-Mayer Inc.'s
Form 10-K for the year ended December 31, 1998 and to all references to our
Firm included in this registration statement.
Arthur Andersen LLP
Los Angeles, California
September 8, 1999
