-----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, KHTH1waZQgceFHicflm3pFK+CQa09ygmjMnKhly8PqrwZWG2NJ461uRm0YxOP9sl asZLuRc3vj+tZr1QUGnreA== 0000895345-03-000568.txt : 20030821 0000895345-03-000568.hdr.sgml : 20030821 20030821170846 ACCESSION NUMBER: 0000895345-03-000568 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030821 GROUP MEMBERS: 250 RODEO, INC. GROUP MEMBERS: KIRK KERKORIAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: METRO-GOLDWYN-MAYER INC CENTRAL INDEX KEY: 0001026816 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 954605850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51939 FILM NUMBER: 03860640 BUSINESS ADDRESS: STREET 1: 10250 CONSTELLATION BLVD CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3104493000 MAIL ADDRESS: STREET 1: 10250 CONSTELLATION BLVD CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: P&F ACQUISITION CORP DATE OF NAME CHANGE: 19970507 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: METRO-GOLDWYN-MAYER INC CENTRAL INDEX KEY: 0001026816 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 954605850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51939 FILM NUMBER: 03860641 BUSINESS ADDRESS: STREET 1: 10250 CONSTELLATION BLVD CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3104493000 MAIL ADDRESS: STREET 1: 10250 CONSTELLATION BLVD CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: P&F ACQUISITION CORP DATE OF NAME CHANGE: 19970507 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRACINDA CORP CENTRAL INDEX KEY: 0000319029 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC TO-T/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 TO-T/A 1 jbtota.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) METRO-GOLDWYN-MAYER INC. (Name of Subject Company (Issuer)) TRACINDA CORPORATION KIRK KERKORIAN (Name of Filing Persons (Offerors)) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 591610100 (CUSIP Number of Class of Securities) Richard E. Sobelle, Esq. Tracinda Corporation 150 South Rodeo Drive, Suite 250 Beverly Hills, California 90212 (310) 271-0638 Copy to: Jeffrey Bagner, Esq. Warren S. de Wied, Esq. Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 (212) 859-8000 (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) CALCULATION OF FILING FEE Transaction Valuation* Amount of Filing Fee** - ---------------------- -------------------- $240,000,000 $19,416 - ---------------- * Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 15,000,000 shares of the subject company (number of shares sought) by $16.00 (the purchase price per share offered by the Purchasers (as defined below)). ** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Advisory #11 for Fiscal Year 2003 issued by the Securities and Exchange Commission on February 21, 2003, equals $80.90 per million of the aggregate amount of the cash offered by Tracinda Corporation ("Tracinda") and Kirk Kerkorian ("Mr. Kerkorian" together with Tracinda, the "Purchasers"). [_] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $ Filing Party: Form or Registration Number: Date Filed: [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [_] issuer tender offer subject to Rule 13e-4. [_] going private transaction subject to Rule 13e-3. [X] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [_] - ------ ------------------------------------------------------------------------ 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above person TRACINDA CORPORATION - ------ ------------------------------------------------------------------------ 2 Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] - ------ ------------------------------------------------------------------------ 3 SEC Use Only - ------ ------------------------------------------------------------------------ 4 Source of Funds BK - ------ ------------------------------------------------------------------------ 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 - ------------------- --- ------------------------------------------------------- NUMBER OF 7 Sole Voting Power SHARES BENEFICIALLY OWNED BY 163,949,644 EACH REPORTING PERSON WITH - ------------------- --- ------------------------------------------------------- 8 Shared Voting Power 0 - ------------------- --- ------------------------------------------------------- 9 Sole Dispositive Power 163,949,644 - ------------------- --- ------------------------------------------------------- 10 Shared Dispositive Power 0 - ------ ------------------------------------------------------------------------ 11 Aggregate Amount Beneficially Owned by Each Reporting Person 163,949,644 - ------ ------------------------------------------------------------------------ 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_] - ------ ------------------------------------------------------------------------ 13 Percent of Class Represented by Amount in Row (11) 66.9% - ------ ------------------------------------------------------------------------ 14 Type of Reporting Person CO - ------ ------------------------------------------------------------------------ - ------ ------------------------------------------------------------------------ 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above person KIRK KERKORIAN - ------ ------------------------------------------------------------------------ 2 Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] - ------ ------------------------------------------------------------------------ 3 SEC Use Only - ------ ------------------------------------------------------------------------ 4 Source of Funds PF - ------ ------------------------------------------------------------------------ 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. - ------------------- --- ------------------------------------------------------- NUMBER OF 7 Sole Voting Power SHARES BENEFICIALLY OWNED BY 163,949,644 EACH REPORTING PERSON WITH - ------------------- --- ------------------------------------------------------- 8 Shared Voting Power 0 - ------------------- --- ------------------------------------------------------- 9 Sole Dispositive Power 163,949,644 - ------------------- --- ------------------------------------------------------- 10 Shared Dispositive Power 0 - ------ ------------------------------------------------------------------------ 11 Aggregate Amount Beneficially Owned by Each Reporting Person 163,949,644 - ------ ------------------------------------------------------------------------ 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_] - ------ ------------------------------------------------------------------------ 13 Percent of Class Represented by Amount in Row (11) 66.9% - ------ ------------------------------------------------------------------------ 14 Type of Reporting Person IN - ------ ------------------------------------------------------------------------ 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above person 250 RODEO, INC. - ------ ------------------------------------------------------------------------ 2 Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] - ------ ------------------------------------------------------------------------ 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 - ------------------- --- ------------------------------------------------------- NUMBER OF 7 Sole Voting Power SHARES BENEFICIALLY OWNED BY 19,758,648 EACH REPORTING PERSON WITH - ------------------- --- ------------------------------------------------------- 8 Shared Voting Power 0 - ------------------- --- ------------------------------------------------------- 9 Sole Dispositive Power 19,758,648 - ------------------- --- ------------------------------------------------------- 10 Shared Dispositive Power 0 - ------ ------------------------------------------------------------------------ 11 Aggregate Amount Beneficially Owned by Each Reporting Person 19,758,648 - ------ ------------------------------------------------------------------------ 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_] - ------ ------------------------------------------------------------------------ 13 Percent of Class Represented by Amount in Row (11) 8.1% - ------ ------------------------------------------------------------------------ 14 Type of Reporting Person CO - ------ ------------------------------------------------------------------------ The Schedule TO filed by Tracinda Corporation and Kirk Kerkorkian (collectively, the "Purchasers") on August 21, 2003 relating to a tender offer by the Purchasers for up to 15,000,000 shares of common stock, par value $.01 per share (the "shares"), of Metro-Goldwyn-Mayer Inc., a Delaware Corporation, at a purchase price of $16.00 per share, net to the seller in cash, on the terms and subject to the conditions set forth in an Offer to Purchase, dated August 21, 2003, and in the related letter of transmittal, is hereby amended as follows: ITEM 12. EXHIBITS. The following Exhibit is added: (a)(8) Form of Election for Participants in the Company Stock Fund Under the MGM Savings Plan SIGNATURES After due inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 21, 2003 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* *Power of Attorney previously filed as Exhibit 7.10 to the Schedule 13D, filed by Tracinda Corporation and Kirk Kerkorian on November 18, 1997. EXHIBIT INDEX Exhibit Description - ------- ------------- (a)(1) Offer to Purchase, dated August 21, 2003* (2) Letter of Transmittal* (3) Notice of Guaranteed Delivery* (4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* (5) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* (6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9* (7) Press Release issued August 21, 2003* (8) Form of Election for Participants in the Company Stock Fund under the MGM Savings Plan** (b)(1)(A) Second Amended and Restated Credit Agreement, dated August 16, 2000, among Tracinda, Bank of America, N.A., and other financial institutions (the "Credit Agreement")* (b)(1)(B) Amendment No. 1 to the Credit Agreement, dated as of October 16, 2000* (b)(1)(C) Amendment No. 2 to the Credit Agreement, dated as of January 18, 2001* (b)(1)(D) Amendment No. 3 to the Credit Agreement, dated as of October 1, 2001* (b)(1)(E) Amendment No. 4 to the Credit Agreement, dated as of July 26, 2002* (b)(1)(F) Amendment No. 5 to the Credit Agreement, dated as of March 28, 2003* (b)(1)(G) Amendment No. 6 to the Credit Agreement, dated as of June 27, 2003* (d)(1)(A) First Amended and Restated Pledge Agreement, dated as of October 30, 1996, by and between Tracinda and Bank of America National Trust and Savings Association (the "Pledge Agreement")* (d)(1)(B) Amendment No. 1 to the Pledge Agreement, dated as of August 16, 2000* (d)(1)(C) 250 Rodeo Pledge Agreement, dated as of August 28, 1998, by and between 250 Rodeo, Inc. and Bank of America National Trust and Savings Association (the "250 Rodeo Pledge Agreement")* (d)(1)(D) Amendment No. 1 to 250 Rodeo Pledge Agreement, dated as of August 16, 2000* (d)(1)(E) Continuing Guaranty, dated as of August 28, 1998, by and between 250 Rodeo, Inc. and Bank of America National Trust and Savings Association (the "Continuing Guaranty")* (d)(1)(F) Amendment No. 1 to the Continuing Guaranty, dated as of August 16, 2000* (d)(2)(A) Form of Amended and Restated Shareholders Agreement, dated as of August 4, 1997, by and among the Company, Seven Network Limited, Tracinda, Metro-Goldwyn-Mayer Studios Inc., Frank Mancuso and Other Parties Specified on the Signature Page (incorporated by reference to Exhibit 10.24 of the Company's Registration Statement on Form S-1, as amended (Commission File No. 333-35411)) (d)(2)(B) Form of Waiver and Amendment No. 1 to Amended and Restated Shareholders Agreement dated as of August 8, 1998 (incorporated by reference to Exhibit 10.28 of the Company's Registration Statement on Form S-1, as amended (Commission File No. 333-60723)) (d)(2)(C) Form of Amendment No. 2 to Amended and Restated Shareholders Agreement, dated September 1, 1998 (incorporated by reference to Exhibit 10.29 of the Company's Registration Statement on Form S-1, as amended (Commission File No. 333-60723)) (d)(2)(D) Form of Waiver and Amendment No. 3 to Amended and Restated Shareholders Agreement (incorporated by reference to Exhibit 10.35 of the Company's annual report on Form 10-K filed on March 30, 1999 (Commission File No. 001-13481)) (d)(2)(E) License Agreement, dated as of February 29, 1980, by and between Metro-Goldwyn-Mayer Film Co. and Metro-Goldwyn-Mayer Inc. (the predecessor to MGM MIRAGE) (the "License Agreement")* (d)(2)(F) Amendment to License Agreement, dated as of August 6, 1998, by and between successors to Metro-Goldwyn-Mayer Film Co. and Metro-Goldwyn- Mayer Inc. (the predecessor to MGM MIRAGE)* (d)(2)(G) Second Amendment to License Agreement, dated as of June 19, 2000, by and between successors to Metro-Goldwyn-Mayer Film Co. and Metro-Goldwyn-Mayer Inc. (the predecessor to MGM MIRAGE)* (d)(2)(H) Merchandise License Agreement, dated as of December 1, 2000, by and between MGM Consumer Products, Metro-Goldwyn-Mayer Lion Corp., and MGM MIRAGE Retail* (d)(2)(I) License Agreement, dated as of July 2001, by and between MGM Consumer Products, Metro-Goldwyn-Mayer Lion Corp., and MGM Grand Hotel, LLC* (g) Not Applicable (h) Not Applicable * Previously filed. ** Filed herewith. EX-99.(A)(8) 3 exhibita8.txt EXHIBIT (A)(8) EXHIBIT (A)(8) FORM OF ELECTION WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH UP TO 15,000,000 SHARES OF MGM COMMON STOCK BY TRACINDA CORPORATION AND KIRK KERKORIAN
- ------------------------------ ------------------------- Return this form to Mellon RETURN THIS FORM OF ELECTION If you need assistance Investor Services LLC no FOR SHARES IN THE MGM call later than 5:00 p.m. (New SAVINGS PLAN (THE "PLAN") TO D.F. King & Co., Inc. York City time), September MELLON INVESTOR SERVICES LLC at 1-800-714-3313 29, 2003, unless the Offer (THE "TABULATION AGENT") AS FOLLOWS: is extended. See Instruction 3. - ------------------------------ ------------------------- BY MAIL: BY HAND: BY OVERNIGHT DELIVERY: Mellon Investor Services LLC Mellon Investor Services LLC Mellon Investor Services LLC Post Office Box 3301 120 Broadway, 13th Floor 85 Challenger Rd - Mail South Hackensack, NJ 07606-3301 New York, NY 10271 Drop-Reorg Attn: Reorganization Department Attn: Reorganization Ridgefield Park, NJ 07660 Department Attn: Reorganization Department
- ------------------------------------------------------------------------------- ELECTION: As a participant in, or beneficiary with respect to, the Company Stock Fund under the Plan, I hereby instruct Reliance Trust Company as Trustee of the Plan to elect the following with respect to the shares of MGM common stock allocated to my Company Stock Fund account as of the expiration date of the Offer (as defined in Instruction 2). (Please check the appropriate box to make your election) |_| 1. Tender all the shares of MGM |_| 2. Tender ___% of the shares of MGM common stock allocated to my common stock allocated to my Company Company Stock Fund account Stock Fund account (fill in whole percentages only) IF YOU DO NOT WISH TO DIRECT THE TENDER OF ANY PORTION OF THE SHARES OF MGM COMMON STOCK ALLOCATED TO YOUR COMPANY STOCK FUND ACCOUNT, YOU DO NOT NEED TO TAKE ANY ACTION. - ------------------------------------------------------------------------------- YOU MUST SIGN AND DATE THIS FORM OF ELECTION, WHICH MUST BE RECEIVED BY THE TABULATION AGENT NO LATER THAN 5:00 P.M. (NEW YORK CITY TIME) ON SEPTEMBER 29, 2003, UNLESS THE OFFER IS EXTENDED. SEE INSTRUCTION 3. - ------------------------------------------------------------------------------- SIGNATURE OF PLAN PARTICIPANT OR BENEFICIARY - ------------------------------------------------------------------------------- - ----------------------------------------------------- Signature - ----------------------------------------------------- Date - ----------------------------------------------------- Telephone Number (Include Area Code) - ----------------------------------------------------- - ------------------------------------------------------------------------------- NAME OF PLAN PARTICIPANT OR BENEFICIARY - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- IMPORTANT: BY SIGNING THIS FORM OF ELECTION AND SUBMITTING IT TO MELLON INVESTOR SERVICES LLC, THE TABULATION AGENT, YOU ARE AGREEING TO ALL OF THE TERMS OF THIS FORM OF ELECTION AND TO THE FOLLOWING STATEMENTS: (1) You are the Plan participant or beneficiary whose account is described in this Form of Election. (2) This Form of Election is being sent to you in connection with an Offer to Purchase, dated August 21, 2003 (the "Offer to Purchase"), relating to the offer by Tracinda Corporation, a Nevada corporation wholly owned by Kirk Kerkorian ("Tracinda"), and Kirk Kerkorian (collectively, the "Purchasers") to purchase up to 15,000,000 shares of common stock, par value $.01 per share (the "shares"), of Metro-Goldwyn-Mayer Inc., a Delaware corporation ("MGM"), on the terms and subject to the conditions set forth in the Offer to Purchase (the "Offer"). Your attention is directed to the following: a. The Offer price is $16.00 per share, net to the seller in cash, without interest thereon, on the terms and subject to the conditions set forth in the Offer to Purchase. b. The Offer is being made for up to 15,000,000 shares. If more than 15,000,000 shares are tendered in the Offer, the Purchasers will purchase 15,000,000 shares on a pro-rata basis. c. Under the terms of the Offer, Tracinda will be severally obligated to purchase up to 5,000,000 shares accepted for payment under the Offer, and Mr. Kerkorian will be severally obligated to purchase up to 10,000,000 shares accepted for payment under the Offer. The Purchasers reserve the right to reallocate between them the shares to be purchased pursuant to the Offer, although any reallocation will not affect each of their obligations to purchase the number of shares described in the previous sentence. d. The Offer is conditioned upon the conditions of the Offer described in Section 12 of the Offer to Purchase. e. Tendering stockholders will not be obligated to pay brokerage fees or commissions to the depositary or the information agent. (3) This Form of Election must be received by Mellon Investor Services LLC, the Tabulation Agent, by one of the methods set forth on the cover page of this Form of Election no later than September 29, 2003, unless the Offer is extended. If the Offer is extended, this Form of Election must be received by the Tabulation Agent no later than three New York Stock Exchange trading days before the then scheduled expiration date. THE METHOD OF DELIVERY OF THIS FORM OF ELECTION IS AT YOUR SOLE ELECTION AND RISK. THIS FORM OF ELECTION WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE TABULATION AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. (4) You understand that Reliance Trust Company (the "Trustee") has the sole authority under the Plan to make the election described herein. However, under the terms of the Plan, each participant or beneficiary, including you, is designated as a "Named Fiduciary" for purposes of making an election as to whether to tender in the Offer shares allocated to your Company Stock Fund account under the Plan. Because you are designated as a "Named Fiduciary" under the Plan, the Trustee is required to follow your proper election instructions that are in accordance with the terms of the Plan and are not contrary to the fiduciary standards of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Fiduciaries under ERISA (including persons designated as "Named Fiduciaries") are required to act prudently, solely in the interests of the Plan participants and beneficiaries, and for the exclusive purpose of providing benefits to Plan participants and beneficiaries. (5) As a "Named Fiduciary," you are entitled to instruct the Trustee whether to tender all or a portion of the shares allocated to your Company Stock Fund account under the Plan as of the expiration date of the Offer. By signing, dating and returning this Form of Election you accept this designation under the Plan as a "Named Fiduciary" and understand that you should exercise your election rights in a prudent manner. (6) You acknowledge receipt of the Offer to Purchase. Additional copies of the Offer to Purchase may be obtained by contacting D.F. King & Co., Inc. at 1-800-714-3313. (7) By checking the appropriate box, you are instructing the Trustee to cause all or a portion of the shares allocated to your Company Stock Fund account under the Plan to be tendered in the Offer. (8) If you elect to tender all or a portion of the shares allocated to your Company Stock Fund account, the corresponding proportion of shares attributable to MGM's matching contribution to your Company Stock Fund account for August 2003 will also be tendered in the Offer. As soon as practicable after the expiration date of the Offer, all proceeds from the shares tendered in the Offer that are purchased by the Purchasers will be reinvested in accordance with your then current investment fund election under the Plan. (9) All instructions received to tender the shares allocated to your Company Stock Fund account will be held in strict confidence and will not be disclosed to any person associated with MGM, including employees, officers, and directors of MGM, except as required by law. (10) You understand that all authority conferred or agreed to be conferred in this Form of Election shall be binding upon your successors, assigns, heirs, executors, administrators and legal representatives. (11) Any election may be revoked until 5:00 p.m. (New York City time) on September 29, 2003, unless the Offer is extended (in which case the election may be revoked until 5:00 p.m. (New York City time) on the date that is three New York Stock Exchange trading days before the then scheduled expiration date). To revoke an election, a later dated written notice of revocation must be submitted to Mellon Investor Services LLC. The notice of revocation must (a) specify the name of the participant or beneficiary having made the election to be revoked and (b) be signed by the participant or beneficiary in the same manner as the original signature on the Form of Election by which such election was made. A new election may be made by submitting by September 29, 2003 (unless the Offer is extended) later dated written instructions to Mellon Investor Services LLC at the appropriate address indicated on the Form of Election. -----END PRIVACY-ENHANCED MESSAGE-----