METRO-GOLDWYN-MAYER INC

election_required = True...d below) who: (a) tenders all shares owned beneficially of record by the Odd Lot Holder at a price at or below the purchase price selected by us (tenders of less than all of the shares owned by the Odd Lot Holder will not qualify for this preference); and (b) completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. • Second, after the purchase of all of the shares properly tendered by Odd Lot Holders, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered at prices at or below the purchase price, on a pro rata basis with appropriate ad...

expiry = 2004-01-15...Purchase for Cash by METRO-GOLDWYN-MAYER INC. of Up to 10,000,000 Shares of its Common Stock At a Purchase Price Not Greater Than $18.00 nor Less Than $16.25 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, JANUARY 15, 2004, UNLESS THE OFFER IS EXTENDED. Metro-Goldwyn-Mayer Inc., a Delaware corporation (“MGM” or the “Company”), invites its stockholders to tender up to 10,000,000 shares of its common stock, $0.01 par value per share, for purchase by it at a pr...

listed = True...conditions described above, we may be required to extend the Expiration Date. Any determination by us concerning the events described above will be final and binding on all parties. 8. Price Range of the Shares; Dividends Price Range of the Shares. The shares are traded on the New York Stock Exchange under the symbol “MGM.” The following table sets forth, for each of the periods indicated, the high and low sales prices per share as reported by the New York Stock Exchange based on published financial sources. High Low Year Ended December 31, 2001: First Quarter $ 22.09 $ 15.00 Second Quarter $ 23.37 $ 15.76 Third Quarter $ 23.10 $ 13....

mechanism = DUTCH...shares? We are offering to purchase up to 10,000,000 shares of our common stock, par value $0.01 per share. What will the purchase price for the shares be and what will be the form of payment? We are conducting the offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price (in multiples of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for this offer is $16.25 to $18.00 per share. We will select the lowest purchase price that will allow us to buy 10,000,000 shares or, if a lesser number of shares are...

must_tender_all = True...ing days. The Depositary must receive the missing items within that period for the tender to be valid. See Section 3. In what order will you purchase the tendered shares? We will purchase shares: • first, from all holders of “odd lots” of less than 100 shares who properly tender all of their shares at or below the purchase price selected by us and do not properly withdraw them before the Expiration Date; • second, after the shares from the “odd lot” holders, from all other stockholders who properly tender shares at or below the purchase price selected by us, on a pro rata basis; and • third, only if necessary to permit us to purcha...

price = USD 16.25-18.0...ified “Dutch Auction.” This procedure allows you to select the price (in multiples of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for this offer is $16.25 to $18.00 per share. We will select the lowest purchase price that will allow us to buy 10,000,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not withdrawn. All shares...

threshold = 100...ble that none of those shares will be purchased even though those shares were tendered at prices at or below the purchase price. Odd Lots. The term “Odd Lots” means all shares tendered at prices at or below the purchase price selected by us by any person (an “Odd Lot Holder”) who owned beneficially or of record a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for payment before any pr...

txn_type = CONSOLIDATION...days preceding a Determination Date plus, in certain circumstances, per-share distributions on common stock (together, the “Price”) is greater than $14.90 (i.e., the “trigger price”) and less than $29.80 (i.e., the “ceiling price”) (adjusted for stock splits, reverse stock splits and similar events). With respect to Bonus Interests held by all others, each Bonus Interest entitles the holder to receive a cash payment if the Price preceding a Determination Date is greater than $24.00 and less than $48.00 (adjusted for stock splits, reverse stock splits and similar events). The cash payment would be equal to (A) th...

txn_type = TENDER_OFFER...0,000,000 shares of the Company’s common stock, par value $0.01 per share, at a price not greater than $18.00 nor less than $16.25 per share, net to the seller in cash. The Company’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 4, 2003 and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the offer. This Amendment is filed to satisfy the reporting requirements of Rule 13e-4(c) promulgated under the Securities Exchange Act of 1934, as amended. Copies of the Offer to Purchase and the rela...

expired_on = 2004-01-15...the Schedule TO is hereby amended and supplemented by adding the following information: On January 27, 2004, the Company issued a press release announcing the final results of the tender offer, which expired on January 15, 2004. A copy of this press release is filed as Exhibit (a)(5)(G) to the Schedule TO and is incorporated herein by reference. Item 12. Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit: Exhibit No. (a) (5) (G) Press Release, dated January 27...

proration_pct = 61.49...ry for the tender offer, 16,210,238 shares of common stock were properly tendered and not withdrawn at prices at or below $17.00 per share. The Company will purchase 10,000,000 shares, resulting in a proration factor of approximately 61.49% of the shares tendered, other than the “odd lot” shares properly tendered at or below the $17.00 purchase price which will be purchased prior to proration. Item 11. Item 11 of the Schedule TO is hereby amended and supplemented by adding the following information: On January 27,...

tendered = 16210238...ed by adding the following information: The tender offer expired at 5:00 p.m., New York City time, on Thursday, January 15, 2004. Based on the final tabulation by the depositary for the tender offer, 16,210,238 shares of common stock were properly tendered and not withdrawn at prices at or below $17.00 per share. The Company will purchase 10,000,000 shares, resulting in a proration factor of approximately 61.49% of the shares tendered, other than the “odd lot” shares properly tendered at or below the $17.00 purchase price which wi...