UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
AMENDMENT NO. 4
Metro-Goldwyn-Mayer Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
591610100
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(CUSIP Number)
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Richard E. Sobelle, Esq.
Tracinda Corporation
150 South Rodeo Drive
Beverly Hills, CA 90212
(310) 271-0638
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(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
September 1, 1998
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(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(b) (3) or (4), check the
following box |_|.
Check the following box if a fee is being paid with this statement
|_|. (A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*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 in 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).
<PAGE>
SCHEDULE 13D
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) [x]
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 52,564,714
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 6,500,000
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 52,564,714
10 SHARED DISPOSITIVE POWER
6,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,064,714
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
89.6%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
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) [x]
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.
NUMBER OF 7 SOLE VOTING POWER
SHARES 59,064,714
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 59,064,714
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,064,714
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
89.6%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
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) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK and 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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,500,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,500,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
This Amendment No. 4 amends and supplements the Statement on Schedule
13D filed on November 18, 1997, as amended on or about November 25, 1997,
and on or about July 27, 1998 and on or about August 19, 1998 (as so
amended, the "Schedule 13D"), relating to the common stock, par value $.01
per share (the "Shares"), of Metro-Goldwyn-Mayer Inc., a Delaware
corporation (the "Company"), previously filed by Tracinda Corporation
("Tracinda") and Mr. Kirk Kerkorian. This Amendment has been filed to
reflect, among other things, the addition of a Filing Person, as set forth
in Item 2 below. Capitalized terms used and not defined in this Amendment
have the meanings set forth in the Schedule 13D.
1. Item 2 of the Schedule 13D is hereby amended to add the following
information:
(a) - (c). 250 Rodeo, Inc. is a Delaware corporation wholly owned
directly or indirectly by Tracinda and Kirk Kerkorian. 250 Rodeo, Inc. is
an investment company. The principal business address of 250 Rodeo, Inc. is
150 South Rodeo Drive, Beverly Hills, 90212. 250 Rodeo, Inc.'s President
and sole director is Kirk Kerkorian. 250 Rodeo, Inc.'s other executive
officer is Anthony L. Mandekic.
(d) - (e). During the last five years, 250 Rodeo, Inc. has not been
convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors) and has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
2. Item 3 of the Schedule 13D is hereby amended to add the following
information:
The purchase by 250 Rodeo, Inc. of Shares from Seven will be funded by
capital contributions to 250 Rodeo, Inc. by its stockholders in amounts
proportionate to their ownership interests in 250 Rodeo, Inc. The funds to
make their capital contributions will be obtained in the case of Tracinda,
pursuant to the Credit Agreement and in the case of Mr. Kerkorian, from his
personal funds.
3. Item 4 of the Schedule 13D is hereby amended to add the following
information:
On August 19, 1998, Tracinda and Seven entered into a Stock Purchase
Agreement (the "Stock Purchase Agreement"), pursuant to which Tracinda
agreed to purchase from Seven all of Seven's Shares of Common Stock of the
Company for $24 per share. On September 1, 1998, Tracinda and 250 Rodeo,
Inc. (collectively, the "Tracinda Entities") entered into an Assignment and
Assumption Agreement whereby Tracinda assigned to 250 Rodeo, Inc. and 250
Rodeo, Inc. assumed from Tracinda, the right to purchase 6,500,000 of the
16,208,463 Shares which Tracinda had a right to buy pursuant to the Stock
Purchase Agreement. Attached as Exhibit 7.15 is a copy of the Assignment
and Assumption Agreement, which is incorporated herein by reference. The
purchase of the Shares from Seven pursuant to the Stock Purchase Agreement
by Tracinda and 250 Rodeo, Inc. was completed on September 1, 1998.
The Tracinda Entities intend to exercise all of their rights to
purchase additional stock to be issued by the Company in connection with
the Company's planned rights offering. The Tracinda Entities expect to
acquire any Shares not subscribed for in the rights offering by other
stockholders.
4. Item 5 of the Schedule 13D is hereby amended to add the following
information:
(a) Tracinda and Mr. Kerkorian are the beneficial owners of 59,064,714
Shares (including the Shares held directly by 250 Rodeo, Inc.),
approximately 89.6% of the Shares outstanding as of April 3, 1998, based
upon the number of Shares outstanding as reported in the Company's Proxy
Statement dated April 17, 1998. 250 Rodeo, Inc. is the beneficial owner of
the 6,500,000 Shares it holds directly.
(b) Mr. Kerkorian has the sole power to vote or to direct the vote and
sole power to dispose or direct the disposition of the 16,208,463 Shares
acquired from Seven.
5. Item 6 of the Schedule 13D is hereby amended to add the following
information:
See the response to Item 4 in this Amendment No. 3. The Shares
acquired pursuant to the Stock Purchase Agreement by Tracinda and 250
Rodeo, Inc. have been pledged pursuant to the Credit Agreement.
6. Item 7 of the Schedule 13D is hereby amended to add the following
information:
Exhibit 7.15 Assignment and Assumption Agreement, dated September 1,
1998, between Tracinda Corporation and 250 Rodeo, Inc.
7. Except as specifically provided herein, this Amendment No. 4 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 2, 1998
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
<PAGE>
Exhibit Index
DOCUMENT
--------
Exhibit 7.15 Assignment and Assumption Agreement, dated September 1, 1998,
between Tracinda Corporation and 250 Rodeo, Inc.
ASSIGNMENT AND ASSUMPTION AGREEMENT
-----------------------------------
Assignment Agreement, effective as of September 1, 1998, between
Tracinda Corporation, a Nevada corporation ("Tracinda"), and 250 Rodeo,
Inc., a Delaware corporation ("250 Rodeo").
On August 19, 1998, Tracinda and Seven Network Limited, a company
organized under the laws of the commonwealth of Australia, entered into a
stock purchase agreement (the "Stock Purchase Agreement") providing, among
other things, for the purchase by Tracinda of 16,208,463 shares of common
stock of Metro-Goldwyn-Mayer Inc., a Delaware corporation, owned by Seven
Network Limited (the "Shares").
In consideration of the mutual covenants and agreements set forth
herein, the parties agree as follows:
1. Pursuant to the terms of the Stock Purchase Agreement, Tracinda
transfers and assigns its right to purchase 6,500,000 of the Shares to 250
Rodeo.
2. 250 Rodeo accepts such transfer and assignment and agrees to assume
the obligations of Tracinda to purchase the 6,500,000 Shares pursuant to
the Stock Purchase Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement.
TRACINDA CORPORATION
By: /s/ Anthony L. Mandekic
--------------------------
Name: Anthony L. Mandekic
Title: Secretary/Treasurer
250 RODEO, INC.
By: /s/ Anthony L. Mandekic
--------------------------
Name: Anthony L. Mandekic
Title: Secretary/Treasurer
