EXHIBIT 99.1
Exhibit A
[LETTERHEAD OF TRACINDA CORPORATION]
September 25, 1997
Xxxxxx Xxxxxx & Xxxxxxx, Ltd., as Trustee
000 Xxxxx Xxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx 00000
Attention: Xxxx X. Xxxxxxxxxxx, Esq.
Re: Common stock of MGM Grand, Inc.
Gentlemen:
Reference is hereby made to that certain Trust Agreement dated as of October 23,
1996 by and between, among others, Xxx Xxxx Productions, Inc., a New York
corporation and Xxxxxx Xxxxxx & Xxxxxxx, Ltd., a professional corporation, as
Trustee ("the Trustee").
The undersigned, Tracinda Corporation, a Nevada corporation ("Purchaser") hereby
offers to purchase (the "Offer") from the above described Trust, six hundred and
eighteen thousand five hundred and fifty-seven (618,557) shares of the
outstanding common stock of MGM Grand, Inc., a Delaware corporation (the
"Shares") at the purchase price of Forty-four Dollars and Fifty cents ($44.50)
per share for an aggregate consideration of Twenty-seven Million, Five Hundred
Twenty-five Thousand, Seven Hundred Eighty-six Dollars and Fifty cents
($27,525,786.50) (the "Purchase Price") pursuant to the following terms and
conditions:
1. Payment of Purchase Price: The Purchase Price will be paid by wire
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transfer of funds to an account specified in writing by Trustee within
three (3) business days of acceptance of this offer;
2. Delivery of Shares: Concurrently with the payment of the Purchase Price,
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Trustee shall deliver to Purchaser at Trustee's above address, stock
certificates evidencing the shares together with duly endorsed stock
powers in favor of Purchaser;
3. Good Title: Upon acceptance of this offer, Trustee on behalf of the
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Trust only, warrants that the delivery of the shares as provided herein,
shall transfer to Purchaser, valid title thereto, free and clear of any
lien, charge, claim, right of any third party, adverse claim or any
encumbrance of any nature whatsoever;
4. Acceptance of Offer: This offer must be accepted by Trustee, in
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writing and delivered to Purchaser at its principal office at 0000
Xxxxx Xxxx, Xxx Xxxxx, Xxxxxx 00000, Attention: Xxxxxxx Xxxxxxxx,
Secretary/Treasurer no later than 5:00 pm PST on September 26,
1997.
Sincerely,
TRACINDA CORPORATION
By /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Acceptance:
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The above offer is hereby accepted:
XXXXXX XXXXXX & XXXXXXX, LTD.,
a professional corporation, as Trustee
By /s/ Xxxx X. Xxxxxxxxxxx
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Date: September 25, 1997
