4 1 edgar.htm 4 Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Winterstern, Henry D.

2. Issuer Name and Ticker or Trading Symbol
METRO-GOLDWYN-MAYER INC. (MGM)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

Winterstern & Associates
825 Saint-Antoine West, C.P. 344, Floor F, 2-Fundy

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
10/31/02

(Street)

Montreal, Quebec H5A 1B5 CANADA

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock

10/31/02

 

A

 

470

A

$13.29

2,795

D

 
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Explanation of Responses:
  By: /s/ William A. Jones
             William A. Jones as Attorney in Fact for Henry D. Winterstern
**Signature of Reporting Person		 11/01/02
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

 
POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below (the
"Undersigned") hereby constitutes and appoints WILLIAM A. JONES and JAY RAKOW
his or her true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for, and in the name, place and stead of, the
Undersigned in his or her capacity as a director and/or officer of METRO-
GOLDWYN-MAYER INC. (the "Company"), to sign any and all Forms 3, 4 and 5
pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder (the "Act") and to file the same with
the Securities and Exchange Commission and any stock exchange or similar
authority, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
the Undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitution or substitutes,
may lawfully do or cause to be done by virtue hereof.

The Undersigned hereby acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the specific request of the Undersigned, are not
assuming, nor is the Company assuming, any of the Undersigned's responsibilities
to comply with Section 16 of the Act.

This Power of Attorney shall remain in full force and effect as to Undersigned
until he or she is no longer required to file Forms 3,4 or 5 with respect to his
or her holdings of, or transactions in, securities issued by the Company, unless
earlier revoked by the Undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.


Dated:  August 7, 2002.

/s/ James D. Aljian                       /s/ Frank G. Mancuso
__________________________                ________________________
JAMES D. ALJIAN                           FRANK G. MANCUSO

/s/ Francis Ford Coppola                  /s/ Christopher McGurk
_________________________                 ________________________
FRANCIS FORD COPPOLA                      CHRISTOPHER McGURK

/s/ Willie D. Davis                       /s/ Priscilla Presley
__________________________                ________________________
WILLIE D. DAVIS                           PRISCILLA PRESLEY

/s/ Michael R. Gleason                    /s/ Henry D. Winterstern
__________________________                ________________________
MICHAEL R. GLEASON                        HENRY D. WINTERSTERN

/s/ Alexander M. Haig, Jr.                /s/ Alex Yemenidjian
__________________________                ________________________
ALEXANDER M. HAIG, JR.                    ALEX YEMENIDJIAN

/s/ Kirk Kerkorian                        /s/ Jerome B. York
___________________________               ________________________
KIRK KERKORIAN                            JEROME B. YORK