AMENDMENT NO. 34 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, AKvtwcRYtwBW1+CLxI4KM6awWzFMt/F6lj3oV19byc5SyNtUuCnAWR4FQL/dAHa6 JVUbCz4NmzLvp7V0v0copQ== 0001193125-10-233459.txt : 20101021 0001193125-10-233459.hdr.sgml : 20101021 20101021130635 ACCESSION NUMBER: 0001193125-10-233459 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101021 DATE AS OF CHANGE: 20101021 GROUP MEMBERS: KIRK KERKORIAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MGM Resorts International 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: 101134672 BUSINESS ADDRESS: STREET 1: 3600 LAS VEGAS BLVD S CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 702-693-7120 MAIL ADDRESS: STREET 1: 3600 LAS VEGAS BLVD S. CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: MGM MIRAGE DATE OF NAME CHANGE: 20000823 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. 34 TO SCHEDULE 13D AMENDMENT NO. 34 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. 34)

MGM Resorts International

(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)

October 20, 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 135,341,044 shares
		8.	Shared Voting Power 0 shares
		9.	Sole Dispositive Power 135,341,044 shares
		10.	Shared Dispositive Power 0 shares
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 135,341,044 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) 28.1*
14.	Type of Reporting Person (See Instructions) CO

*	Percentage calculated on the basis of 482,365,521 shares of common stock issued and outstanding as of October 18, 2010, based upon information contained in the Company’s Prospectus Supplement, dated October 12, 2010.


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 135,341,044 shares
		8.	Shared Voting Power 0 shares
		9.	Sole Dispositive Power 135,341,044 shares
		10.	Shared Dispositive Power 0 shares
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 135,341,044 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) 28.1%*
14.	Type of Reporting Person (See Instructions) IN

*	Percentage calculated on the basis of 482,365,521 shares of common stock issued and outstanding as of October 18, 2010, based upon information contained in the Company’s Prospectus Supplement, dated October 12, 2010.

This Amendment No. 34 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, October 20, 2009, April 16, 2010, October 13, 2010 and October 18, 2010, 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 Resorts International, a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment No. 34 shall have the meaning set forth in the Schedule 13D.

Item 6.

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

Item 6 of the Schedule 13D is hereby amended by adding the following information:

On October 20, 2010, Tracinda rescinded its previous instructions to BOA to terminate the Credit Agreement, which was scheduled to take effect on October 22, 2010, and instructed BOA that the commitment under the Credit Agreement is to be $25,000,000, effective October 22, 2010. All other terms of the Credit Agreement, including the Pledge Agreement remain in effect, and the Pledged Collateral will remain pledged to BOA. A copy of the letter of instructions is attached hereto as an exhibit and incorporated herein by this reference.

Item 7.

Material to be Filed as Exhibits.


Exhibit No.		Description

99.1		Letter of Instructions, dated October 20, 2010.

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.

October 20, 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 OF INSTRUCTIONS Letter of Instructions

EXHIBIT 99.1

October 20, 2010

Mr. Brian D. Corum

Senior Vice President

BANK OF AMERICA, N.A.

901 Main Street, 64^th Floor

Dallas, TX 75202

Mr. Hussin Baig

Credit Services

BANK OF AMERICA, N.A.

Building B

2001 Clayton Road

Concord, CA 94620-2405

Via Facsimile (214) 530-3179 and (888) 264-0966

Dear Gentlemen:

Please refer to (i) our prior letter dated October 18, 2010 (the “Instruction Letter”) and (ii) that certain Letter Loan Agreement dated as of April 15, 2008, between Tracinda Corporation, a Nevada corporation (the “Borrower”) and Bank of America, N.A., (“Lender”) (as extended, renewed, amended or restated from time to time, the “Letter Agreement;”). Borrower hereby rescinds our prior instructions that were set forth in the Instruction Letter and gives you notice pursuant to Paragraph 1(g)(vii) of the Letter Agreement to irrevocably reduce the Commitment to $25,000,000.00 effective October 22, 2010. All terms and conditions of the Letter Agreement, including the Pledge Agreement, shall remain in effect.

Sincerely,

/s/ Anthony Mandekic

Anthony Mandekic

Secretary/Treasurer

Agreed and Accepted:

BANK OF AMERICA, N.A.


By:		/s/ Brian D. Corum
		Brian D. Corum
		Senior Vice President

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