Amended Statement of Beneficial Ownership (sc 13d/a)
18 Setembro 2013 - 3:09PM
Edgar (US Regulatory)
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. 42)
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)
September 17, 2013
(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.
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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.
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Tracinda Corporation
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
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(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of
Organization
Nevada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
91,173,744 shares
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8.
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Shared Voting Power
0 shares
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9.
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Sole Dispositive Power
91,173,744 shares
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10.
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Shared Dispositive Power
0 shares
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
91,173,744 shares
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount
in Row (11)
18.6%*
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14.
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Type of Reporting Person (See
Instructions)
CO
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Percentage calculated on the basis of 489,599,080 shares of common stock issued and outstanding as of August 1, 2013, based upon information contained in the Companys Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2013.
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Kirk
Kerkorian
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
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(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
91,173,744 shares
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8.
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Shared Voting Power
0 shares
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9.
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Sole Dispositive Power
91,173,744 shares
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10.
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Shared Dispositive Power
0 shares
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
91,173,744 shares
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
18.6%*
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14.
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Type of Reporting Person (See
Instructions)
IN
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*
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Percentage calculated on the basis of 489,599,080 shares of common stock issued and outstanding as of August 1, 2013, based upon information contained in the Companys Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2013.
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This Amendment No. 42 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, October 18, 2010 (two filings), October 21, 2010, November 12, 2010, January 28,
2011, April 20, 2011, August 18, 2011, February 28, 2012, April 4, 2012 and March 14, 2013, 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 ( MGM Resorts or the
Company). Capitalized terms used herein and not otherwise defined in this Amendment No. 42 shall have the meaning set forth in the Schedule 13D.
Item 4.
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Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby amended to add the
following information:
On March 13, 2013, Tracinda filed with the Federal Trade Commission a Notification pursuant to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules promulgated thereunder in connection with its potential purchases of additional shares of Common Stock either in the open market or directly from third parties. Since
making that filing, Tracinda has made no purchases of Common Stock.
Tracinda monitors its investment in the Company by, among other
things, contacting Company management to address operations and market conditions. Tracinda continues to believe that there is substantial value in the assets of MGM Resorts and that the Company is a good long-term investment. As the Companys
largest stockholder, Tracinda occasionally receives inquiries regarding the Company and Tracindas shares of Common Stock. From time to time, Tracinda may continue to explore potential transactions involving purchases or sales of shares of
Common Stock (including negotiated or other sale transactions). Tracinda may ultimately not enter into any such transaction.
Tracinda
complies with the Companys Securities Trading Policy and, therefore, may generally trade Common Stock only during trading windows established by the Company. The next trading window is expected to open on the third trading day
following issuance of the Companys earnings release for the quarter ended September 30, 2013.
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
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September 18, 2013
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TRACINDA CORPORATION
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By:
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Anthony L. Mandekic
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Anthony L. Mandekic
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CEO, President and Secretary/Treasurer
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KIRK KERKORIAN
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By:
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Anthony L. Mandekic
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Anthony L. Mandekic
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Attorney-in-Fact *
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*
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Power of Attorney previously filed as Exhibit A to the Schedule 13D on June 11, 1999.
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