-----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, Biwug6BiIU8n767rsCdMEvv4TkyfYFSRh4I7jRyS0j5Zzkq9Wc3zYJYdTfUaSGZm +E6hOH1QWXqOPNKVqZmwPA== 0000950172-99-001438.txt : 19991019 0000950172-99-001438.hdr.sgml : 19991019 ACCESSION NUMBER: 0000950172-99-001438 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991018 GROUP MEMBERS: 250 RODEO, INC. GROUP MEMBERS: KIRK KERKORIAN GROUP MEMBERS: TRACINDA CORP 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: SEC FILE NUMBER: 005-51939 FILM NUMBER: 99729682 BUSINESS ADDRESS: STREET 1: 2500 BROADWAY ST CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 3104493000 MAIL ADDRESS: STREET 1: 2500 BROADWAY ST CITY: SANTA MONICA STATE: CA ZIP: 90404 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 13D/A BUSINESS ADDRESS: STREET 1: 4045 S. SPENCER #A57 CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 7027378060 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 9) METRO-GOLDWYN-MAYER INC. (Name of Issuer) common stock, $.01 par value per share (Title of Class of Securities) 591610100 (CUSIP Number) Richard E. Sobelle, Esq. Tracinda Corporation 150 Rodeo Drive, Suite 250 Beverly Hills, California 90212 (310) 271-0638 (Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications) October 15, 1999 (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(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 9 Pages) CUSIP No. 591610100 13D ____________________________________________________________________________ (1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 ____________________________________________________________________________ : (7) SOLE VOTING POWER : 159,518,329 :________________________________________ NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING POWER OWNED BY EACH REPORTING : 19,758,648 PERSON WITH :________________________________________ : (9) SOLE DISPOSITIVE POWER : 159,518,329 :________________________________________ :(10) SHARED DISPOSITIVE POWER : 19,758,648 ____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 179,276,977 ____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) ____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 89.1% ____________________________________________________________________________ (14) TYPE OF REPORTING PERSON CO CUSIP No. 591610100 13D ____________________________________________________________________________ (1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) KIRK KERKORIAN ____________________________________________________________________________ (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 U.S.A. ____________________________________________________________________________ : (7) SOLE VOTING POWER : : 179,276,977 :________________________________________ NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING POWER OWNED BY EACH REPORTING : -0- PERSON WITH :________________________________________ : (9) SOLE DISPOSITIVE POWER : 179,276,977 :________________________________________ :(10) SHARED DISPOSITIVE POWER : : -0- ____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 179,276,977 ____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) ____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 89.1 % ____________________________________________________________________________ (14) TYPE OF REPORTING PERSON IN CUSIP No. 591610100 13D ____________________________________________________________________________ (1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 250 RODEO, INC. ____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) ____________________________________________________________________________ (3) SEC USE ONLY ____________________________________________________________________________ (4) SOURCE OF FUNDS BK AND 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 DELAWARE ____________________________________________________________________________ : (7) SOLE VOTING POWER : : 19,758,648 :_______________________________________ NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING POWER OWNED BY EACH REPORTING : -0- PERSON WITH :_______________________________________ : (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) 9.8% ____________________________________________________________________________ (14) TYPE OF REPORTING PERSON CO This Amendment No. 9 amends and supplements the Statement on Schedule 13D filed on November 18, 1997, as amended on November 26, 1997, on July 27, 1998, on August 19, 1998, on September 2, 1998, on October 26, 1998, on November 20, 1998, on February 4, 1999 and on May 4, 1999 (as so amended, the "Schedule 13D"), relating to the common stock, $.01 par value per share (the "Shares"), of Metro-Goldwyn-Mayer Inc., a Delaware corporation (the "Company"), previously filed by Tracinda Corporation, a Nevada corporation ("Tracinda"), 250 Rodeo, Inc., a Delaware corporation ("250 Rodeo" and, collectively with Tracinda, the "Tracinda Entities") and Mr. Kirk Kerkorian. Capitalized terms used herein and not otherwise defined in this Amendment No. 9 shall have the meanings set forth in the Schedule 13D. 1. Item 3 of the Schedule 13D is hereby amended to add the following information: On October 14, 1999, Tracinda exercised its option to purchase 156,251 Shares at a price of $6.41 per share. Tracinda funded the $1,001,568.91 aggregate purchase price for this exercise pursuant to the Credit Agreement. The Tracinda Entities will purchase an aggregate of 44,279,254 Shares pursuant to their exercise of Rights (as defined below), for an aggregate purchase price of $642,049,183. These funds will be obtained, in the case of Tracinda, pursuant to the Credit Agreement, and in the case of 250 Rodeo, from the Credit Agreement and/or a capital infusion. 2. Item 4 of the Schedule 13D is hereby amended to add the following information: On October 14, 1999, Tracinda acquired an additional 156,251 Shares pursuant to the exercise of its option to purchase such number of shares at $6.41 per share. On October 15, 1999, the Tracinda Entities and the Company entered into a Stock Purchase Agreement (the "Stock Purchase Agreement"), relating to the distribution by the Company to the holders of its outstanding Common Stock of transferable subscription rights ("Rights") to subscribe for and purchase additional Shares for a price of $14.50 per Share (the "Subscription Price"). The distribution of the Rights and the sale of the Shares upon the exercise of the Rights is referred to herein as the "Rights Offering." Pursuant to the Rights Offering, each record holder of Shares at the close of business on October 15, 1999 received, at no charge, 0.328 Rights, rounded up to the nearest whole Right, for each Share of Common Stock held at that time, for a total of 49,721,268 Rights. Pursuant to the Rights Offering, the Tracinda Entities were the recipients of Rights to purchase 44,279,254 Shares. Under the terms of the Stock Purchase Agreement, the Tracinda Entities irrevocably agreed with the Company to exercise at the Subscription Price that number of Rights held by them immediately prior to the expiration of the Rights Offering, which expiration is scheduled to take place on November 8, 1999, unless extended by the Company. Also pursuant to the Stock Purchase Agreement, 250 Rodeo has agreed to purchase all Shares that are not otherwise subscribed for at the close of the Rights Offering. The Tracinda Entities' obligations under the Stock Purchase Agreement are subject to certain conditions, including the condition that there shall have been no material adverse change in or affecting the business, prospects, financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole except to the extent any such changes result from changes in general economic conditions or the decline in prices of stocks generally. A copy of the Stock Purchase Agreement has been attached hereto as Exhibit 7.19 and is incorporated herein by reference. The Rights Offering commenced on October 15, 1999. The acquisitions of Shares made or to be made by the Tracinda Entities, as described in this Amendment No. 9, are for investment purposes. 3. Item 5 of the Schedule 13D is hereby amended to add to each of the indicated subsections the following information: (a) Tracinda and Mr. Kerkorian are the beneficial owners of 179,276,977 Shares (including the Shares to be purchased and directly held by the Tracinda Entities upon exercise of their Rights), or approximately 89.1% of the Shares outstanding based upon the number of Shares outstanding after giving effect to the Rights Offering, as reported in the Company's Prospectus Supplement relating to the Rights Offering, dated and filed with the Securities and Exchange Commission as of October 15, 1999 (the "Prospectus Supplement"). 250 Rodeo is the beneficial owner of the 19,758,648 Shares it holds directly or will purchase through exercise of its Rights, or approximately 9.8% of the Shares outstanding based upon the number of Shares outstanding after giving effect to the Rights Offering, as reported in the Prospectus Supplement. (b) Tracinda has the sole power to vote or to dispose of the 159,518,329 Shares directly held by it, after giving effect to the Rights Offering. Tracinda has shared power to vote or dispose of the 19,758,648 Shares directly held by 250 Rodeo, after giving effect to the Rights Offering. Mr. Kerkorian has the sole power to direct the voting or dispositon of the 179,276,977 Shares beneficially held by him, which Shares are directly held by the Tracinda Entities after giving effect to the Rights Offering. 250 Rodeo has the sole power to vote or to dispose of the 19,758,648 Shares directly held by it, after giving effect to the Rights Offering. (c) The response to Item 4 in this Amendment No. 9 is incorporated herein by reference. 4. Item 6 of the Schedule 13D is hereby amended to add the following information: The response to Item 4 in this Amendment No. 9 is incorporated herein by reference. The Shares to be acquired pursuant to the Stock Purchase Agreement by the Tracinda Entities will be pledged pursuant to the Credit Agreement. 5. Item 7 of the Schedule 13D is hereby amended to add the following information: Exhibit 7.19 Stock Purchase Agreement, dated October 15, 1999, by and among the Company, Tracinda Corporation and 250 Rodeo, Inc. Exhibit 7.20 Joint Filing Agreement. 6. Except as specifically provided herein, this Amendment No. 9 does not modify any of the information previously reported on the Schedule 13D. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 15, 1999 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* 250 RODEO, INC., a Delaware corporation By: /s/ Anthony L. Mandekic _______________________________ Name: Anthony L. Mandekic Title: Secretary/Treasurer __________________________ * Power of Attorney previously filed as Exhibit 7.10 to the Schedule 13D. Exhibit Index Exhibit Number Description ------- ------------ Exhibit 7.19 Stock Purchase Agreement, dated October 15, 1999, by and among the Company, Tracinda Corporation and 250 Rodeo, Inc. Exhibit 7.20 Joint Filing Agreement. EX-99 2 EXHIBIT 7.19 - STOCK PURCHASE AGREEMENT EXHIBIT 7.19 METRO-GOLDWYN-MAYER INC. STOCK PURCHASE AGREEMENT TRACINDA CORPORATION 150 S. Rodeo Drive Beverly Hills, CA 90212 250 RODEO, INC. 150 S. Rodeo Drive Beverly Hills, CA 90212 Dear Sirs: Metro-Goldwyn-Mayer Inc., a Delaware corporation (the "Company"), proposes to distribute, on or about October 15, 1999, to the holders of its Common Stock, par value $.01 per share (the "Common Stock"), of record as of the close of business on October 15, 1999, (the "Record Date") transferable rights (the "Rights") to purchase an aggregate of 49,721,268 shares of Common Stock, subject to adjustment for the exercise of options prior to the close of business on the Record Date (the "Subscription Shares"), at a price of $14.50 per share (the "Subscription Price") by issuing to such holders of record rights certificates (the "Rights Certificates") evidencing 0.328 Rights for each share of Common Stock held as of the Record Date rounded up to the nearest whole right. The Company proposes to offer to sell the Subscription Shares on the basis of one Subscription Share for each whole Right held (the "Rights Offering"). The time of the first mailing of the Rights Certificates is hereinafter referred to as the "Time of Mailing." The Rights will expire at 5:00 P.M. on November 8, 1999 (the "Expiration Date"). Subject to the terms and conditions herein, the Company desires to sell, and 250 Rodeo, Inc., a Delaware corporation ("250 Rodeo"), desires to purchase, all of the Subscription Shares not subscribed for by the record holders or others in the Rights Offering (the "Unsubscribed Shares"), which will result in the receipt by the Company of aggregate proceeds from the sale of Subscription Shares and Unsubscribed Shares of approximately $721 million (before expenses payable by the Company). Such Unsubscribed Shares or any portion thereof are herein referred to as the "Securities." The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-82775) and a related preliminary prospectus for the registration of the Rights and the Subscription Shares (the "Offering") under the Securities Act of 1933, as amended (the "1933 Act"). Such registration statement, as amended, (including all documents, if any, incorporated by reference therein), as from time to time amended or supplemented pursuant to the 1933 Act, is hereinafter referred to as the "Registration Statement." The Registration Statement was declared effective by the Commission on September 9, 1999. The final prospectus relating to the Offering constituting a part of the Registration Statement, together with the Company's prospectus supplement dated October 15, 1999 (including in each case all documents, if any, incorporated by reference therein), is hereinafter referred to as the "Prospectus." Section 1. Purchase, Sale and Delivery of Securities. (a) Subject to the terms herein, the Company agrees to sell to 250 Rodeo and 250 Rodeo agrees to purchase from the Company at a price per share equal to the Subscription Price, all the Unsubscribed Shares simultaneously with the closing of the Rights Offering. Each of 250 Rodeo and Tracinda Corporation, a Nevada corporation ("Tracinda," and collectively with 250 Rodeo, the "Tracinda Group") agrees to exercise the basic subscription privilege (as defined in the Prospectus) with respect to any Rights held by it immediately prior to the expiration of the Rights Offering. The Tracinda Group will not exercise the oversubscription privilege (as defined in the Prospectus). (b) Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the office of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP, 2121 Avenue of the Stars, 18th Floor, Los Angeles, California, or at such other place as shall be agreed upon by 250 Rodeo and the Company, at 11:30 A.M., Los Angeles time, on the [third] business day after expiration of the Rights Offering, or such other time and date as shall be agreed upon by 250 Rodeo and the Company (such time and date of payment and delivery being herein called "Closing Time"). Each of the parties hereto acknowledges and agrees that each of Tracinda and 250 Rodeo is an affiliate of the Company and accordingly that its ability to resell the Securities or the Subscription Shares may be limited in accordance with Rule 144 under the 1933 Act and any other limitations imposed by the Securities and Exchange Commission. Each of the parties hereto further acknowledges that the Securities, as well as the Subscription Shares acquired by Tracinda and 250 Rodeo upon exercise of Rights will be subject to the terms of the Shareholders Agreement (as such term is defined in the Prospectus). Certificates for the Securities shall be in such denominations and registered in such names as 250 Rodeo may request in writing at least two business days before Closing Time. Payment for any Unsubscribed Shares shall be made to the Company in immediately available funds to be delivered by wire transfer to the account of the Company, against delivery to 250 Rodeo of certificates for the Securities, with such legends affixed to the reverse thereof as are required by Section 3.1 of the Shareholders Agreement. (c) Payment for Subscription Shares being acquired upon exercise of Rights by Tracinda and 250 Rodeo (and delivery of the certificates therefor) shall be made as provided in the Prospectus. Section 2. Representations and Warranties. (a) The Company hereby represents and warrants to Tracinda and 250 Rodeo as follows: (i) the Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions set forth in Section 1 hereof, (ii) the execution and delivery by the Company of this Agreement, and the consummation by the Company of the transactions set forth in Section 1 hereof, have been duly authorized by all necessary corporate action on the part of the Company; (iii) this Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally or general principles of equity; (iv) no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other, governmental authority or instrumentality, domestic or foreign, is required by, or with respect to, the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions set forth in Section 1 hereof (other than the filing and effectiveness of the Registration Statement and the filing of the Prospectus under the 1933 Act); (v) the execution and delivery of this Agreement by the Company and the consummation of the transactions set forth in Section 1 hereof by the Company does not conflict with, or result in a breach of, any law or regulation of any Governmental authority applicable to the Company or any material agreement to which the Company is a party, and (vi) when issued and paid for in accordance with the provisions of Section 1 hereof, the shares of Common Stock sold to Tracinda and 250 Rodeo pursuant to Section 1 hereof shall be duly authorized, validly issued, fully paid, nonassessable, and free of any claims or encumbrances, other than (a) any claims or encumbrances resulting from actions taken by Tracinda or 250 Rodeo with respect to the shares to be received by it hereunder, or (b) pursuant to the Shareholders Agreement. (b) Each of Tracinda and 250 Rodeo hereby represents and warrants to the Company as follows: (i) it has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions set forth in Section 1 hereof; (ii) the execution and delivery by it of this Agreement, and the consummation by it of the transactions set forth in Section 1 hereof, have been duly authorized by all necessary corporate action on its part; (iii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding obligation of it enforceable against it in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally or general principles of equity; (iv) no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by, or with respect to, it in connection with the execution and delivery of this Agreement by it or the consummation by it of the transactions set forth in Section 1 hereof (other than any filings pursuant to Section 16(a) of, or Regulation 13D under, the Securities Exchange Act of 1934, as amended); (v) the execution and delivery of this Agreement by it and the consummation by it of the transactions set forth in Section 1 hereof does not conflict with, or result in a breach of, any law or regulation of any governmental authority applicable to it or, at the Closing, any material agreement to which it is a party; (vi) it will acquire the Securities for its own account and not with a view to distribution or resale in any manner which would be in violation of the 1933 Act, (vi) it will have at the Closing readily available funds in an amount sufficient to satisfy its obligations hereunder; and (vii) its outstanding securities are beneficially owned by less than 100 persons and it is not making, and it does not presently propose to make, a public offering of its securities. Section 3. Covenants. (a) Subject to the terms and conditions of this Agreement, each party hereto will use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or reasonably desirable to consummate the transactions contemplated by this Agreement. (b) Fees and Expenses. The Company hereby agrees to pay or reimburse all out-of-pocket expenses and fees reasonably incurred by Tracinda and 250 Rodeo and their affiliates in connection with their performance under this Agreement and the Rights Offering (including reasonable fees and expenses of legal counsel). Section 4. Conditions to the Closing. (a) The obligations of each of Tracinda and 250 Rodeo, on the one hand, and the Company, on the other hand, to consummate their respective obligations pursuant to Section 1 hereof are subject to the satisfaction on or prior to the Expiration Date of each of the following conditions: (i) The Registration Statement is effective; and at the Expiration Date no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission. (ii) Each of the representations and warranties of the other parties hereto contained in this Agreement shall be true and correct in all material respects, at and as of the Expiration Date, with the same force and effect as of the Expiration Date. (iii) The Rights Offering shall have been completed in conformity with all of the requirements related thereto provided in the Registration Statement and the Prospectus. (b) The obligations of each of Tracinda and 250 Rodeo to consummate its obligations pursuant to Section 1 hereof shall also be subject to the satisfaction on or prior to the Expiration Date of each of the following conditions: (i) Material Adverse Change. Since the respective dates as to which information is given in the Registration Statement and the Prospectus (each as on file with the Commission on the date hereof), there shall not have been any material adverse change in or affecting the business, prospects, financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole except to the extent any such changes result from changes in general economic conditions or the decline in prices of stocks generally. (ii) Legal Opinion. Each of Tracinda and 250 Rodeo shall have received the opinion, dated as of the date hereof, of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP, counsel for the Company, in form and substance satisfactory to their counsel, of the type typically rendered to underwriters in public offerings in the United States relating to incorporation and good standing, authorization of the Rights Offering and the issuance of shares of Common Stock in connection therewith, capitalization of the Company, effectiveness and compliance with regulatory requirements of the Registration Statement, and other consents and approvals required in connection with the Rights Offering. (iii) Accountant's Comfort Letter. Banc of America Securities LLC and Donaldson, Lufkin & Jenrette Securities Corporation (the "Dealer Managers") shall be in receipt of a comfort letter of the type typically rendered to underwriters in public offerings in the United States from Arthur Andersen & Co., dated as of the date hereof, and each of Tracinda and 250 Rodeo shall have been provided with a copy of such comfort letter. In the event that the Dealer Managers have not received such a comfort letter or if either Tracinda or 250 Rodeo has not been provided with a copy of such letter, each of Tracinda and 250 Rodeo shall have received from Arthur Andersen & Co. a comfort letter dated as of the date hereof, in form and substance satisfactory to it and its counsel, of the type typically rendered to underwriters in public offerings in the United States. Section 5. Notices. Any notice required to be given hereunder shall be sufficient if in writing, and sent by facsimile transmission, by courier service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows: If to the Company, to: Metro-Goldwyn-Mayer Inc. 2500 Broadway, 5th Floor Santa Monica, CA 90404-3061 Attention: Robert Brada Telephone: (310) 449-3669 Telecopy: (310) 586-8193 with a copy to: Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP 2121 Avenue of the Stars, 18th Floor Los Angeles, CA 90067 Attention: Gary N. Jacobs Telephone: (310) 282-6268-7979 Telecopy: (310) 556-2920 If to Tracinda or to 250 Rodeo, to: Tracinda Corporation 150 South Rodeo Drive, Suite 250 Beverly Hills, CA 90212 Attention: Secretary/Treasurer Telecopy: (310) 271-3416 with a copy to: Skadden, Arps, Slate, Meagher & Flom 300 S. Grand Avenue, Suite 3400 Los Angeles, CA 90071 Attention: Jerome L. Coben Telephone: (213) 687-5000 Telecopy: (213) 687-5600 or to such other address as any party shall specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so telecommunicated, personally delivered or mailed. Section 6. Parties. This Agreement shall inure to the benefit of and be binding upon Tracinda, 250 Rodeo, the Company and their respective successors and any affiliate of Tracinda (a) to whom rights hereunder are assigned by Tracinda or 250 Rodeo and (b) who assumes in writing the obligations of the assignor hereunder (a "Permitted Assignee"). Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than Tracinda, 250 Rodeo, the Company and their respective successors and Permitted Assignees and the controlling persons and officers and directors and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of Tracinda, 250 Rodeo, the Company and their respective successors and Permitted Assignees and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities or Subscription Shares from Tracinda or 250 Rodeo shall be deemed to be a successor by reason merely of such purchase. Section 7. Governing Law and Time. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be performed in said State. Unless otherwise set forth herein, specified times of day refer to New York City time. ****************** If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between Tracinda, 250 Rodeo and the Company in accordance with its terms. Executed as of this 15th day of October 1999. Very truly yours, METRO-GOLDWYN-MAYER INC. By: /s/ William A. Jones ______________________________ William A. Jones Senior Executive Vice President & Secretary Accepted as of the date first above written TRACINDA CORPORATION By: /s/ Anthony L. Mandekic __________________________ Anthony L. Mandekic Secretary/Treasurer 250 RODEO, INC. By: /s/ Anthony L. Mandekic ___________________________ Anthony L. Mandekic Secretary/Treasurer EX-99 3 EXHIBIT 7.20 - JOINT FILING AGREEMENT EXHIBIT 7.20 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) 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: October 15, 1999. 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* 250 RODEO, INC., a Delaware corporation By: /s/ Anthony L. Mandekic _______________________________ Name: Anthony L. Mandekic Title: Secretary/Treasurer __________________________ * Power of Attorney previously filed as Exhibit 7.10 to the Schedule 13D. -----END PRIVACY-ENHANCED MESSAGE-----