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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4 )*
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MGM GRAND, INC.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
552953101
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(CUSIP Number)
Anthony L. Mandekic, Esq.
TRACINDA CORPORATION
4045 Spencer Street, Suite A-57
Las Vegas, Nevada 89119 (702) 737-8060
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 9, 1994
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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 filing 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 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).
(Continued on following page(s))
Page 1 of 9 Pages
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CUSIP NO. 552953101 13D PAGE 2 OF 9 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KIRK KERKORIAN
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
N/A
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
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SOLE VOTING POWER
7
NUMBER OF 35,621,265
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 35,621,265
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
35,261,265
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
72.9%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 9 pages
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CUSIP NO. 552953101 13D PAGE 3 OF 9 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRACINDA CORPORATION
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
N/A
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
NEVADA
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SOLE VOTING POWER
7
NUMBER OF 31,726,859
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 31,726,859
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
31,726,859
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
65.0%
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 9 pages
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Reference is hereby made to that certain Schedule 13D relating to MGM Grand,
Inc. Common Stock, $.01 par value per share, filed by Kirk Kerkorian and
Tracinda Corporation, a Nevada corporation wholly-owned by Mr. Kerkorian. Such
Schedule 13D, as previously amended, is hereinafter referred to as the
"Schedule" and is hereby amended as follows:
ITEM 1. SECURITY AND ISSUER.
Item 1 of the Schedule is hereby amended and restated as follows:
This Schedule relates to the Common Stock, $.01 par value per share (the
"Common Stock"), of MGM Grand, Inc., a Delaware corporation (the "Company"),
which has its principal executive offices at 3799 Las Vegas Boulevard South, Las
Vegas, Nevada 89109.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule is hereby amended to add the following:
On March 9, 1994, the Company issued a press release, a copy of which is
attached hereto as Exhibit B and incorporated herein by this reference (the
"Release"), announcing its intention to purchase as many as one million shares
of Common Stock in the open market. The Release indicates that Tracinda may also
acquire an as yet undetermined additional number of shares of Common Stock in
the open market after the Company completes its purchases. Tracinda's purchases
will depend upon its evaluation of the Company's business and prospects, the
price of the Common Stock and market conditions at such time.
Page 4 of 9 Pages
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Except to the extent indicated above, Mr. Kerkorian and Tracinda and the
persons named in Item 2 of the Schedule presently have no plans or proposals
which relate to or would result in: (a) the acquisition by any person of
additional securities of the Company or the disposition of securities of the
Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries; (d) any change in the present Board of Directors or management
of the Company, including any plans or proposals to change the number or term of
Directors or to fill any existing vacancies on the Board of Directors; (e) any
material change in the present capitalization or dividend policy of the Company;
(f) any other material change in the Company's business or corporate structure;
(g) changes in the Company's charter or bylaws or other actions which may impede
the acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action
similar to any of those enumerated above.
Page 5 of 9 Pages
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Item 7. Material to be Filed as Exhibits.
---------------------------------
A. Joint Filing Agreement.
B. Press Release dated March 9, 1994.
Page 6 of 9 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this Schedule is
true, complete and correct.
DATED: March 10, 1994
TRACINDA CORPORATION,
a Nevada corporation
By /s/ Anthony L. Mandekic
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Anthony L. Mandekic
Secretary/Treasurer
/s/ Kirk Kerkorian
---------------------------------
Kirk Kerkorian
Page 7 of 9 Pages
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EXHIBIT A
AGREEMENT RE SCHEDULE 13D FILING
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Pursuant to Rule 13d-l(f) promulgated under the Securities Exchange Act of
1934, as amended, each of the undersigned agrees and acknowledges that the
Schedule 13D to which this Agreement is attached as an exhibit is being filed on
behalf of each of them.
DATED: March 10, 1994
TRACINDA CORPORATION,
a Nevada corporation
By: /s/ Anthony L. Mandekic
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Anthony L. Mandekic
Secretary/Treasurer
/s/ Kirk Kerkorian
--------------------------------------
Kirk Kerkorian
Page 8 of 9 Pages
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EXHIBIT B
[LETTERHEAD OF MGM GRAND, INC.]
PRESS RELEASE
MGM Grand, Inc. (NYSE:MGG) announced today that it intends to acquire in open
market purchases, from time to time, as many as one million shares of its common
stock in order to take advantage of lower trading prices. Purchases will be made
from available cash, over an as yet undetermined time period as market
conditions warrant.
The Company has been informed that its principal shareholder, Tracinda
Corporation, may also acquire an as yet undetermined additional number of common
shares to add to the approximately 35,600,000 shares Tracinda currently holds
together with its sole shareholder. These purchases would also be made in the
open market from time to time. Tracinda confirmed that it will defer to the
Company on stock acquisition opportunities before making purchases.
Contacts: Alex Yemenidjian - (702) 891-3300
Joe Murphy - (702) 891-3330
March 9, 1994
Page 9 of 9 Pages
