Amendment No. 30 to Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RFo4MMBfZBBkyjB4yaN5OYlLiI4zMRfT5ax5UDsAZ9zKTNTk8fjylCp8Gqv8ubXd G20D+e/wMpb+fPblt140GQ== 0001193125-10-085258.txt : 20100416 0001193125-10-085258.hdr.sgml : 20100416 20100416135645 ACCESSION NUMBER: 0001193125-10-085258 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100416 DATE AS OF CHANGE: 20100416 GROUP MEMBERS: KIRK KERKORIAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MGM MIRAGE CENTRAL INDEX KEY: 0000789570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880215232 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40054 FILM NUMBER: 10754309 BUSINESS ADDRESS: STREET 1: 3600 LAS VEGAS BLVD S CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7028913333 MAIL ADDRESS: STREET 1: PO BOX 98655 CITY: LAS VEGAS STATE: NV ZIP: 89193-8655 FORMER COMPANY: FORMER CONFORMED NAME: MGM GRAND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GRAND NAME CO DATE OF NAME CHANGE: 19870713 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRACINDA CORP CENTRAL INDEX KEY: 0000319029 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 150 RODEO DRIVE SUITE 250 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 7027378060 MAIL ADDRESS: STREET 1: 150 RODEO DRIVE SUITE 250 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 30 TO SCHEDULE 13D Amendment No. 30 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under Rule 13d-1 of the Securities Exchange Act of 1934

(Amendment No. 30)

MGM MIRAGE

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

552953 10 1

(CUSIP Number)

Richard E. Sobelle, Esq.

Tracinda Corporation

150 South Rodeo Drive, Suite 250

Beverly Hills, CA 90212

(310) 271-0638

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 15, 2010

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 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).


CUSIP No. 552953 10 1
1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Tracinda Corporation
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Nevada
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 163,123,044 shares
		8.	Shared Voting Power 0 shares
		9.	Sole Dispositive Power 163,123,044 shares
		10.	Shared Dispositive Power 0 shares
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 163,123,044 shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 37.0%*
14.	Type of Reporting Person (See Instructions) CO

*	Percentage calculated on the basis of 441,237,575 shares of common stock issued and outstanding as of February 16, 2010, as set forth in the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31 2009.


CUSIP No. 552953 10 1
1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kirk Kerkorian
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 163,123,044 shares
		8.	Shared Voting Power 0 shares
		9.	Sole Dispositive Power 163,123,044 shares
		10.	Shared Dispositive Power 0 shares
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 163,123,044 shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 37.0%*
14.	Type of Reporting Person (See Instructions) IN

*	Percentage calculated on the basis of 441,237,575 shares of common stock issued and outstanding as of February 16, 2010, as set forth in the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31 2009.

This Amendment No. 30 amends and supplements the Statement on Schedule 13D filed by Tracinda Corporation, a Nevada corporation (“Tracinda”), and Mr. Kirk Kerkorian, the sole shareholder of Tracinda, with the Securities and Exchange Commission (the “SEC”) on August 20, 1991, as amended on June 8, 1992, October 16, 1992, February 22, 1994, March 11, 1994, November 20, 1995, January 24, 1997, September 25, 1997, August 3, 1998, August 21, 1998, September 1, 1998, June 11, 1999, November 16, 1999, April 18, 2000, February 9, 2001, May 21, 2001, November 2, 2001, May 21, 2007, June 20, 2007, August 7, 2007, August 22, 2007, March 5, 2008, July 8, 2008, September 3, 2008, October 16, 2008, February 19, 2009, May 18, 2009, May 20, 2009, September 9, 2009 and October 20, 2009, and as amended by that certain Schedule TO-T filed by Tracinda and Mr. Kerkorian with the SEC on December 4, 2006, as amended (as so amended, the “Schedule 13D”), relating to the common stock, $.01 par value per share (“Common Stock”), of MGM MIRAGE, a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment No. 30 shall have the meaning set forth in the Schedule 13D.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to add the following information:

In connection with a private sale by the Company of convertible senior notes due 2015, Tracinda has agreed that it will not sell or otherwise transfer any shares of Common Stock or interests therein for a period of 60 days from the date of the purchase agreement. There are certain exceptions to the prohibition on transfers, including transfers to any purchaser or acquiror who agrees to be bound by the lock-up agreement and transfers which are not consummated until after the 60-day lock-up period. Tracinda continues to explore strategic alternatives with respect to its shares of Common Stock. Tracinda may decide not to pursue any alternative and may not ultimately enter into any transaction.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The disclosure set forth in Item 4 hereof is incorporated herein by this reference.

Item 7.

Material to be Filed as Exhibits.


Exhibit No.		Description

99.1		Letter Agreement dated April 15, 2010 from Tracinda Corporation to Merrill Lynch, Piece Fenner & Smith Incorporated, as representatives of the several initial purchasers in the within-mentioned purchase agreement.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

April 15, 2010


TRACINDA CORPORATION

By:		/s/ Anthony L. Mandekic
		Anthony L. Mandekic
		Secretary/Treasurer

KIRK KERKORIAN

By:		/s/ Anthony L. Mandekic
		Anthony L. Mandekic
		Attorney-in-Fact *

*	Power of Attorney previously filed as Exhibit A to the Schedule 13D.

EX-99.1 2 dex991.htm LETTER AGREEMENT Letter Agreement

EXHIBIT 99.1

Tracinda Corporation

150 South Rodeo Drive, Suite 250

Beverly Hills, California 90212

Telephone (310) 271-0638

Facsimile (310) 271-3416

April 15, 2010

Merrill Lynch, Pierce, Fenner & Smith Incorporated,

as Representative of the several Initial Purchasers to be named

in the within-mentioned Purchase Agreement

c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, New York 10036

Re:

Proposed Offering by MGM Mirage

Ladies and Gentlemen:

The undersigned, a stockholder [and an officer and/or director] of MGM MIRAGE, a Delaware corporation (the “Company”), understands that Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) propose(s) to enter into a Purchase Agreement (the “Purchase Agreement”) with the Company providing for the offering (the “Offering”) of convertible senior notes (the “Securities”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder [and an officer and/or director] of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each initial purchaser to be named in the Purchase Agreement that, during a period of 60 days from the date of the Purchase Agreement (the “Lock-up Period”), the undersigned will not, without the prior written consent of Merrill Lynch, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares (each, a “Transfer”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file, or cause to be filed, any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise (each, an “Economic Transfer”); provided, however, that the undersigned may Transfer its, or enter into Economic Transfers of, Lock-up Securities so long as either (i) the purchaser or acquiror agrees to be bound by the terms of this Lock-up Agreement or (ii) the Transfer or Economic Transfer is not consummated until a date following the Lock-up Period.

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of Merrill Lynch, provided that (1) with respect to any transfers described under clauses (i), (iii), (v) or (vi), Merrill Lynch receives a signed lock-up agreement for the balance of the lockup period from each donee,

trustee, distributee, or transferee, as the case may be and (2) any such transfer shall not involve a disposition for value:

(i)

as a bona fide gift or gifts, including to a charitable organization; or

(ii)

shares of Common Stock sold under any Rule 10b5-1 trading plan existing prior to the date hereof; or

(iii)

to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

(iv)

shares of Common Stock surrendered to the Company in payment of taxes due upon vesting or exercise of equity based awards; or

(v)

as a distribution to limited partners or stockholders of the undersigned; or

(vi)

to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned; or

(vii)

shares of Common Stock sold to fund estate or other tax obligations related to the exercise of options or other similar compensatory arrangements; or

(viii)

by will or under the laws of descent.

Furthermore, the undersigned may (i) sell shares of Common Stock of the Company purchased by the undersigned on the open market following the Offering and (ii) exercise any outstanding options or other similar rights issued under compensatory arrangements which expire during the Lock-up Period and sell any shares of common stock received in connection with that exercise, as part of a cashless exercise or otherwise.

In addition, the undersigned may transfer any Lock-up Securities resulting from Tracinda Corporation’s transfer of any Lock-up Securities as required by any agreement (as may be amended) set forth in Schedule A.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-up Securities except in compliance with the foregoing restrictions.


Very truly yours,

Signature:		/s/ Anthony Mandekic



Print Name:		Tracinda Corporation
		By: Anthony Mandekic, Secretary/Treasurer

SCHEDULE A

Revolving Credit Facility Letter Agreement, dated April 15, 2008.

Custody Agreement, dated April 15, 2008.

First Amendment to Revolving Credit Facility Letter Agreement, dated May 21, 2008.

Second Amendment to Revolving Credit Facility Letter Agreement, dated June 16, 2008.

Amended and Restated Pledge Agreement, dated June 25, 2008.

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