<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 7)
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)
February 4, 1999
----------------
(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.
(Continued on following pages)
(Page 1 of 6 Pages)
<PAGE>
CUSIP NO. 591610100 13D Page 2 OF 6
(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TRACINDA CORPORATION
(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
NEVADA
(7) SOLE VOTING POWER
120,119,223
NUMBER OF SHARES BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY EACH REPORTING 14,878,500
PERSON WITH
(9) SOLE DISPOSITIVE POWER
120,119,223
(10) SHARED DISPOSITIVE POWER
14,878,500
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
134,997,723
(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>
CUSIP NO. 591610100 13D Page 3 OF 6
(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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.
(7) SOLE VOTING POWER
134,997,723
NUMBER OF SHARES BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY EACH REPORTING -0-
PERSON WITH
(9) SOLE DISPOSITIVE POWER
134,997,723
(10) SHARED DISPOSITIVE POWER
-0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
134,997,723
(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
IN
<PAGE>
CUSIP NO. 591610100 13D Page 4 OF 6
(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
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
14,878,500
NUMBER OF SHARES BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY EACH REPORTING -0-
PERSON WITH
(9) SOLE DISPOSITIVE POWER
14,878,500
(10) SHARED DISPOSITIVE POWER
-0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,878,500
(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>
CUSIP NO. 591610100 13D Page 5 OF 6
This Amendment No. 7 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 and on
November 20, 1998 (as so amended, the "Schedule 13D"), relating to the common
stock, $.01 par value per share (the "Shares"), 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, collectively with Tracinda, the "Tracinda
Entities"), and Mr. Kirk Kerkorian. Capitalized terms used herein and not
otherwise defined in this Amendment shall have the meanings set forth in the
Schedule 13D.
1. Item 6 of the Schedule 13D is hereby amended to add the following
information:
On February 14, 1999, Tracinda entered into letter agreements (the
"Letter Agreements") with Mr. Alex Yemenidjian and Mr. Jerome York (the
"Executives") awarding options (the "Options") to the Executives to each
purchase an aggregate of 2,000,000 Shares in connection with their employment
as executives of Tracinda. Concurrently with the awarding of the Options,
Mr. Yemenidjian entered into an employment agreement with Tracinda. Pursuant
to the Letter Agreements, (i) the exercise price will be $14.90 per Share,
(ii) so long as such Executive remains employed by Tracinda, the Options will
vest with respect to 400,000 Shares ("Vested Options") on each of November
12, 1999, 2000, 2001, 2002 and 2003 and (iii) Vested Options may be exercised
at any time commencing on the date of vesting and ending on May 11, 2004.
The Letter Agreements contain additional provisions regarding, among
other things, the impact on the Options of (i) a Designated Change in Control
of the Company (as defined in Schedule A of the Letter Agreements), (ii)
termination of each Executive's employment with Tracinda and (iii) assignment
of the Options. Attached as Exhibits 7.17 and 7.18 are copies of the Letter
Agreements which are incorporated herein by this reference.
2. Item 7 of the Schedule 13D is hereby amended to add the following
information:
Exhibit 7.17 letter agreement dated February 14, 1999, between Tracinda
and Alex Yemenidjian.
Exhibit 7.18 letter agreement dated February 14, 1999, between Tracinda
and Jerome York.
<PAGE>
CUSIP NO. 591610100 13D Page 6 OF 6
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: February 4, 1999
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>
[TRACINDA LETTERHEAD]
February 4, 1999
Mr. Alex Yemenidjian
c/o Tracinda Corporation
150 South Rodeo Drive, Suite 250
Beverly Hills, CA 90212
Re: Stock Option -- Metro-Goldwyn-Mayer, Inc. Shares
Dear Alex:
As additional remuneration and incentive for your employment services to
Tracinda Corporation, a Nevada corporation ("Tracinda"), you are hereby awarded
options by Tracinda to purchase an aggregate of 2,000,000 shares (the "Shares")
held by it of the common stock, $.01 par value per share (the "MGM Common
Stock") of Metro-Goldwyn-Mayer, Inc., a Delaware corporation ("MGM"), on the
terms and conditions set forth herein.
1. THE OPTION EXERCISE PRICE: The option exercise price shall be $14.90 per
share of MGM Common Stock.
2. VESTING; EXERCISE DATES: So long as you are an employee of Tracinda, on
each of November 12, 1999, 2000, 2001, 2002, and 2003, options will vest
with respect to 400,000 shares of MGM Common Stock ("vested options").
Vested options may be exercised at any time during the period commencing
on the date of vesting and ending on May 11, 2004.
3. DELIVERY OF SHARES: Any shares that you are entitled to receive upon
exercise of vested options, shall be delivered within 30 days following
receipt by Tracinda of your written notice of exercise and payment
therefor.
4. DESIGNATED CHANGE IN CONTROL: If there is a Designated Change in Control
of MGM (as defined in Schedule A attached hereto), (i) all unvested
options shall vest and (ii) if, Tracinda, in its sole discretion,
determines that it is in its best interest to terminate the vested
options in connection with such change of control, Tracinda shall notify
you of such determination and the effective date of such termination
(which shall not be less that 10 days following the date such notice is
issued by Tracinda), and all such options shall become fully exercisable
for the period commencing on the date such notice is issued and ending on
the effective date of the termination of the option.
5. TERMINATION OF EMPLOYMENT: You shall not be entitled to exercise any
unvested options under this agreement when your employment with Tracinda
terminates. In the event, there are vested options outstanding on the
day your employment with Tracinda terminates, you will have 30 calendar
days following such date to exercise such vested options.
<PAGE>
6. NO CONTINUED EMPLOYMENT RIGHTS: This incentive bonus agreement does not
confer upon you any right with respect to continued affiliation with
Tracinda or any of its affiliates, nor shall it interfere in any way with
the right of Tracinda or any affiliate to terminate your employment under
the terms of any existing employment agreement.
7. ADJUSTMENTS: In the event of any change in MGM Common Stock by reason of
any stock dividend, recapitalization, reorganization, merger,
consolidation, split-up, combination, or exchange of shares, or of any
similar change affecting MGM Common Stock, any terms of this letter which
in Tracinda's sole discretion require adjustment shall be appropriately
adjusted consistent with such change and in such manner as Tracinda may
deem appropriate. Any adjustment so made shall be final and binding upon
you.
8. EXERCISE: The vested portion of this option is exercisable during your
lifetime only by you or by your guardian or legal representative, and
after your death, for a period of ninety days thereafter, only by the
person or entity entitled to do so under your last will and testament or
applicable intestate law.
9. PAYMENT OF WITHHOLDING TAXES: If Tracinda, in its sole determination, is
or becomes obligated to withhold an amount on account of any tax imposed
as a result of the exercise of this option (the "Withholding Liability"),
then, in that event, you hereby consent to Tracinda withholding the full
amount of the Withholding Liability from any compensation or other
amounts otherwise payable to you if you do not pay the Withholding
Liability to Tracinda on the date of exercise of the option. You hereby
indemnify Tracinda and hold it harmless from and against any federal,
state or local withholding tax liability (including interest and
penalties) that results from any exercise of the option, except to the
extent that (i) any such withholding liability results from the failure
of Tracinda to make a good faith determination of the amounts to withhold
or (ii) any such liability results from the failure of Tracinda to pay
over to the relevant taxing authorities any sums withheld, or paid to
Tracinda by you to satisfy any Withholding Liability.
10. NONTRANSFERABILITY: Neither this option nor any interest therein may be
sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise
transferred in any manner other than by will or the laws of descent and
distribution.
11. REGISTRATION: The undersigned acknowledges that the offer and sale of
the shares of MGM Common Stock issuable on exercise of the options are
not being registered under the Securities Act of 1933 in reliance on an
exemption from the registration requirements of such Act and that, on
exercise of vested options, the shares acquired by the undersigned will
not be transferable except in a transaction registered under such Act or
eligible for an exemption from such registration requirements. The
undersigned hereby represents that he will acquire any shares of MGM
Stock for his own account and not with a view to distributing any of such
shares in violation of the registration requirements of such Act.
12. GOVERNING LAWS: This agreement shall be governed by and construed in
accordance with the internal laws of the State of California.
<PAGE>
This letter memorializes the entire understanding between you and Tracinda
regarding stock options of any kind related to MGM. If the foregoing
properly reflects your understanding, please so acknowledge by signing
where indicated below.
Sincerely,
By:/s/ Anthony Mandekic
- ---------------------------
Anthony Mandekic
Secretary-Treasurer
Agreed to and acknowledged:
By:/s/ Alex Yemenidjian
- ------------------------------
Alex Yemenidjian
<PAGE>
DESIGNATED CHANGE IN CONTROL
"DESIGNATED CHANGE IN CONTROL" means occurrence or consummation of: (i)
any merger or consolidation of MGM with or into any other person, as the
result of which, immediately upon the completion of the transaction, Tracinda
beneficially owns, in the aggregate, less than 50.1% of the combined voting
power of the then outstanding voting securities of the surviving person
entitled to vote, and any other person beneficially owns 30% or more of the
combined voting power of the then outstanding voting securities of the
surviving person entitled to vote, generally in the election of directors (or
similar position persons) of the surviving person; (ii) any sale, transfer or
other conveyance, whether direct or indirect, of all or substantially all of
the property and assets of MGM, on a consolidated basis, in one transaction
or a series of related transactions, PROVIDED that this clause (ii) will not
apply to any sale, transfer or other conveyance (x) to MGM by any
wholly-owned direct or indirect subsidiary of MGM, (y) by any wholly-owned
direct or indirect subsidiary of MGM to any other such wholly-owned direct or
indirect subsidiary of MGM or (z) by MGM to one or more wholly-owned direct
or indirect subsidiaries of MGM; or (iii) any transaction or event that
results in Tracinda ceasing, in the aggregate, to beneficially own 50.1% or
more of the combined voting power of the then outstanding voting securities
of MGM entitled to vote generally in the election of directors and any other
person beneficially owning 30% or more of the combined voting power of the
then outstanding voting securities of MGM entitled to vote generally in the
election of directors. As used in this definition of "Designated Change in
Control", (a) the term "PERSON" has the meaning given to that term under
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), whether or not the Exchange Act is applicable to MGM,
and (b) the terms "beneficial owner" and "beneficially own" have the meanings
given to them in Rule 13d-3 under the Exchange Act, whether or not the
Exchange Act is applicable to MGM. Notwithstanding the foregoing provisions
of this definition, a Designated Change in Control will not occur under
clauses (i) or (iii) of the first sentence of this definition if the
acquirer, purchaser or 50.1% owner is an employee benefit plan (or related
trust) sponsored or maintained by MGM or any person controlled by MGM.
Schedule A
<PAGE>
[TRACINDA LETTERHEAD]
February 4, 1999
Mr. Jerome York
c/o Tracinda Corporation
150 South Rodeo Drive, Suite 250
Beverly Hills, CA 90212
Re: Stock Option - Metro-Goldwyn-Mayer, Inc. Shares
Dear Jerry:
As additional remuneration and incentive for your employment services to
Tracinda Corporation, a Nevada corporation ("Tracinda"), you are hereby
awarded options by Tracinda to purchase an aggregate of 2,000,000 shares (the
"Shares") held by it of the common stock, $.01 par value per share (the "MGM
Common Stock") of Metro-Goldwyn-Mayer, Inc., a Delaware corporation ("MGM"),
on the terms and conditions set forth herein.
1. THE OPTION EXERCISE PRICE: The option exercise price shall be $14.90 per
share of MGM Common Stock.
2. VESTING; EXERCISE DATES: So long as you are an employee of Tracinda, on
each of November 12, 1999, 2000, 2001, 2002, and 2003, options will vest
with respect to 400,000 shares of MGM Common Stock ("vested options").
Vested options may be exercised at any time during the period commencing
on the date of vesting and ending on May 11, 2004.
3. DELIVERY OF SHARES: Any shares that you are entitled to receive upon
exercise of vested options, shall be delivered within 30 days following
receipt by Tracinda of your written notice of exercise and payment
therefor.
4. DESIGNATED CHANGE IN CONTROL: If there is a designated change in control
of MGM (as defined in Schedule A attached hereto), (i) all unvested
options shall lapse and (ii) if, Tracinda, in its sole discretion,
determines that it is in its best interest to terminate the vested
options in connection with such change of control, Tracinda shall notify
you of such determination and the effective date of such termination
(which shall not be less than 10 days following the date such notice is
issued by Tracinda), and all such options shall be fully exercisable for
the period commencing on the date such notice is issued and ending on the
effective date of the termination of the option.
5. TERMINATION OF EMPLOYMENT: You shall not be entitled to exercise any
unvested options under this agreement when your employment with Tracinda
terminates. In the event, there are vested options outstanding on the
day your employment with Tracinda terminates, you will have 30 calendar
days following such date to exercise such vested options.
<PAGE>
6. NO CONTINUED EMPLOYMENT RIGHTS: This incentive bonus agreement does not
confer upon you any right with respect to continued affiliation with
Tracinda or any of its affiliates, nor shall it interfere in any way with
the right of Tracinda or any affiliate to terminate your employment under
the terms of any existing employment agreement.
7. ADJUSTMENTS: In the event of any change in MGM Common Stock by reason of
any stock dividend, recapitalization, reorganization, merger,
consolidation, split-up, combination, or exchange of shares, or of any
similar change affecting MGM Common Stock, any terms of this letter which
in Tracinda's sole discretion require adjustment shall be appropriately
adjusted consistent with such change and in such manner as Tracinda may
deem appropriate. Any adjustment so made shall be final and binding upon
you.
8. EXERCISE: The vested portion of this option is exercisable during your
lifetime only by you or by your guardian or legal representative, and
after your death, for a period of ninety days thereafter, only by the
person or entity entitled to do so under your last will and testament or
applicable intestate law.
9. PAYMENT OF WITHHOLDING TAXES: If Tracinda, in its sole determination, is
or becomes obligated to withhold an amount on account of any tax imposed
as a result of the exercise of this option (the "Withholding Liability"),
then, in that event, you hereby consent to Tracinda withholding the full
amount of the Withholding Liability from any compensation or other
amounts otherwise payable to you if you do not pay the Withholding
Liability to Tracinda on the date of exercise of the option. You hereby
indemnify Tracinda and hold it harmless from and against any federal,
state or local withholding tax liability (including interest and
penalties) that results from any exercise of the option, except to the
extent that (i) any such withholding liability results from the failure
of Tracinda to make a good faith determination of the amounts to withhold
or (ii) any such liability results from the failure of Tracinda to pay
over to the relevant taxing authorities any sums withheld, or paid to
Tracinda by you to satisfy any Withholding Liability.
10. NONTRANSFERABILITY: Neither this option nor any interest therein may be
sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise
transferred in any manner other than by will or the laws of descent and
distribution.
11. REGISTRATION: The undersigned acknowledges that the offer and sale of
the shares of MGM Common Stock issuable on exercise of the options are
not being registered under the Securities Act of 1933 in reliance on an
exemption from the registration requirements of such Act and that, on
exercise of vested options, the shares acquired by the undersigned will
not be transferable except in a transaction registered under such Act or
eligible for an exemption from such registration requirements. The
undersigned hereby represents that he will acquire any shares of MGM
Stock for his own account and not with a view to distributing any of such
shares in violation of the registration requirements of such Act.
12. GOVERNING LAWS: This agreement shall be governed by and construed in
accordance with the internal laws of the State of California.
<PAGE>
This letter memorializes the entire understanding between you and Tracinda
regarding stock options of any kind related to MGM. If the foregoing
properly reflects your understanding, please so acknowledge by signing where
indicated below.
Sincerely,
By:/s/ Anthony Mandekic
- ----------------------------
Anthony Mandekic
Secretary-Treasurer
Agreed to and acknowledged:
By:/s/ Jerome York
- ----------------------------
Jerome York
<PAGE>
DESIGNATED CHANGE IN CONTROL
"DESIGNATED CHANGE IN CONTROL" means occurrence or consummation of: (i)
any merger or consolidation of MGM with or into any other person, as the
result of which, immediately upon the completion of the transaction, Tracinda
beneficially owns, in the aggregate, less than 50.1% of the combined voting
power of the then outstanding voting securities of the surviving person
entitled to vote, and any other person beneficially owns 30% or more of the
combined voting power of the then outstanding voting securities of the
surviving person entitled to vote, generally in the election of directors (or
similar position persons) of the surviving person; (ii) any sale, transfer or
other conveyance, whether direct or indirect, of all or substantially all of
the property and assets of MGM, on a consolidated basis, in one transaction
or a series of related transactions, PROVIDED that this clause (ii) will not
apply to any sale, transfer or other conveyance (x) to MGM by any
wholly-owned direct or indirect subsidiary of MGM, (y) by any wholly-owned
direct or indirect subsidiary of MGM to any other such wholly-owned direct or
indirect subsidiary of MGM or (z) by MGM to one or more wholly-owned direct
or indirect subsidiaries of MGM; or (iii) any transaction or event that
results in Tracinda ceasing, in the aggregate, to beneficially own 50.1% or
more of the combined voting power of the then outstanding voting securities
of MGM entitled to vote generally in the election of directors and any other
person beneficially owning 30% or more of the combined voting power of the
then outstanding voting securities of MGM entitled to vote generally in the
election of directors. As used in this definition of "Designated Change in
Control", (a) the term "PERSON" has the meaning given to that term under
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), whether or not the Exchange Act is applicable to MGM,
and (b) the terms "beneficial owner" and "beneficially own" have the meanings
given to them in Rule 13d-3 under the Exchange Act, whether or not the
Exchange Act is applicable to MGM. Notwithstanding the foregoing provisions
of this definition, a Designated Change in Control will not occur under
clauses (i) or (iii) of the first sentence of this definition if the
acquirer, purchaser or 50.1% owner is an employee benefit plan (or related
trust) sponsored or maintained by MGM or any person controlled by MGM.
Schedule A
