-----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, Q2R/WwTJR6s1yZ0w1DfFFiNzXAk39OIs4IGZ5b6/X4V2YbqQLbvgA9pKXucjdh+0 0Yvc4NhRqwN6ZfPqzZj8ZA== 0000813828-03-000132.txt : 20030401 0000813828-03-000132.hdr.sgml : 20030401 20030324145631 ACCESSION NUMBER: 0000813828-03-000132 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970107 DATE AS OF CHANGE: 20030401 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WMS INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000350077 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 362814522 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33326 FILM NUMBER: 03613770 BUSINESS ADDRESS: STREET 1: 800 S. NORTHPOINT BLVD. CITY: WAUKEGAN STATE: IL ZIP: 60085 BUSINESS PHONE: 847-785-3000 MAIL ADDRESS: STREET 1: 800 S. NORTHPOINT BLVD. CITY: WAUKEGAN STATE: IL ZIP: 60085 FORMER COMPANY: FORMER CONFORMED NAME: WILLIAMS ELECTRONICS INC DATE OF NAME CHANGE: 19870519 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL AMUSEMENTS INC /MD/ CENTRAL INDEX KEY: 0000913264 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 042261332 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 ELM STREET CITY: DEDHAM STATE: MA ZIP: 02026 BUSINESS PHONE: 6174611600 MAIL ADDRESS: STREET 1: 200 ELM STREET CITY: DEBHAM STATE: MA ZIP: 02026 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL AMUSEMENTS INC DATE OF NAME CHANGE: 19931008 SC 13D/A 1 wms13d-a20.txt SCEDULE 13D AMENDMENT NO. 20 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20) WMS INDUSTRIES INC. (Name of Issuer) Common Stock (Title of Class of Securities) 969-901-107 (CUSIP Number) Sumner M. Redstone 200 Elm Street Dedham, Massachusetts 02026 Telephone: (617) 461-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 6, 1997 (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(b)(3) or (4), check the following box / /. Check the following box is a fee is being paid with this statement / /. Page 1 of 9 CUSIP No. 969-901-107 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SUMNER M. REDSTONE S.S. No. - --------------------------------------------------------- (2) Check the Appropriate Box if a Member of Group (See Instructions) / / (a) - --------------------------------------------------------- / / (b) - --------------------------------------------------------- (3) SEC Use Only - --------------------------------------------------------- (4) Sources of Funds (See Instructions) PF - --------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e). - --------------------------------------------------------- (6) Citizenship or Place of Organization United States - --------------------------------------------------------- Number of (7) Sole Voting Power 0 Shares ----------------------------------------- Beneficially (8) Shared Voting Power 6,917,700* Owned by ----------------------------------------- Each (9) Sole Dispositive Power 6,917,700** Reporting ----------------------------------------- Person (10) Shared Dispositive Power 0 With - --------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 6,917,700 - --------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - --------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 28.59% - --------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IN - --------------------------------------------------------- *Voting power subject to Voting Proxy Agreement described in Item 6 of Amendment No. 19 to this Statement. **Includes shares owned by National Amusements, Inc. Page 2 of 9 CUSIP No. 969-901-107 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person NATIONAL AMUSEMENTS, INC. I.R.S. Identification No. 04-2261332 - --------------------------------------------------------- (2) Check the Appropriate Box if a Member of Group (See Instructions) / / (a) - --------------------------------------------------------- / / (b) - --------------------------------------------------------- (3) SEC Use Only - --------------------------------------------------------- (4) Sources of Funds (See Instructions) WC - --------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e). - --------------------------------------------------------- (6) Citizenship or Place of Organization Maryland - --------------------------------------------------------- Number of (7) Sole Voting Power 0 Shares ----------------------------------------- Beneficially (8) Shared Voting Power 3,483,900* Owned by ----------------------------------------- Each (9) Sole Dispositive Power 3,483,900 Reporting ----------------------------------------- Person (10) Shared Dispositive Power 0 With - --------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,483,900 - --------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - --------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 14.4% - --------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO - --------------------------------------------------------- *Voting power subject to Voting Proxy Agreement described in Item 6 of Amendment No. 19 to this Statement. Page 3 of 9 This Amendment No. 20 hereby amends the Statement on Schedule 13D, previously filed by Mr. Sumner M. Redstone and National Amusements, Inc. with respect to the common stock, $.50 par value (the "Common Stock"), of WMS Industries Inc. ("WMS"), as follows: Item 2. Identity and Background Item 2 is hereby amended as follows: Mr. Sumner M. Redstone is an individual whose business address is c/o National Amusements, Inc., 200 Elm Street, Dedham, Massachusetts 02026. Mr. Redstone's principal occupation is Chairman, President and Chief Executive Officer of National Amusements, Inc. ("NAI"), 200 Elm Street, Dedham, Massachusetts 02026, and Chairman of the Board, Chief Executive Officer of Viacom Inc.("Viacom"), 1515 Broadway, New York, New York 10036. NAI has its principal executive offices at 200 Elm Street, Dedham, Massachusetts 02026. NAI's principal businesses are owning and operating movie theatres and holding the common stock of Viacom. Mr. Sumner M. Redstone may be deemed to be a beneficial owner of 75% of the issued and outstanding shares of capital stock of NAI. The directors and executive officers of NAI are set forth on Schedule I attached hereto. Schedule I sets forth the following information with respect to each such person: (i) name; (ii) business address (or residence address) (iii)present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. All of the directors and executive officers of NAI are citizens of the United States. During the last five years, neither of the Reporting Persons nor any person listed on Schedule I have been convicted in a criminal proceeding or were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 4. Purpose of Transaction ----------------------- Item 4 is amended and supplemented as follows: The securities have been acquired for the purpose of investment. The Reporting Persons have previously received governmental approval pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 to purchase additional Page 4 of 9 Common Stock of WMS so that their aggregate holdings may exceed 25%, but not equal or exceed 50%, of the outstanding Shares of Common Stock of WMS. Item 5. Interest in Securities of the Issuer ------------------------------------ Item 5 is amended and supplemented as follows: (a) National Amusements, Inc. is currently the beneficial owner, with sole dispositive and shared voting power, of 3,483,900 shares, or approximately 14.4%, of the issued and outstanding Common Stock of WMS (based on the number of shares of Common Stock that were reported by WMS to be issued and outstanding as of November 30, 1996). (b) Mr. Sumner M. Redstone is currently the beneficial owner, with sole dispositive and shared voting power, of 3,433,800 shares, or approximately 14.19%, of the issued and outstanding shares of the Common Stock of WMS (based on the number of shares of Common Stock that were reported by WMS to be issued and outstanding as of November 30, 1996). As a result of his stock ownership in National Amusements, Inc., Mr. Sumner M. Redstone is deemed the beneficial owner of an additional 3,483,900 shares of the issued and outstanding shares of Common Stock of WMS, for a total of 6,917,700 shares of the Common Stock, or approximately 28.59% of the issued and outstanding shares of Common Stock of WMS (based on the number of shares of Common Stock that were reported by WMS to be issued and outstanding as of November 30, 1996). (c) Ms. Shari Redstone is currently the beneficial owner, with sole dispositive and voting power of 8,000 shares, or approximately .03% of the issued and outstanding shares of Common Stock of WMS (based on the number of shares of Common Stock that were reported by WMS to be issued and outstanding as of November 30, 1996). All shared voting power described in paragraphs (a) and (b) of this Item 5 is pursuant to the Voting Proxy Agreement described in Item 6 of Amendment No. 19 to this Statement. Transactions since September 26, 1995, the date of Amendment No. 19 to this Statement ----------------------------------------------- Sumner M. Redstone When and How Date No. of Shares Price Executed 1/2/97 50,000 19 3/4 Bear, Stearns, New York, NY 1/2/97 55,900 19 7/8 " 1/2/97 82,700 20 " 1/2/97 30,800 20 1/8 " 1/6/97 180,600 20 " Page 5 of 9 National Amusements, Inc. Date No. of Shares Price Executed 1/6/97 354,400 20 Bear, Stearns, New York, NY 1/6/97 2,200 20 3/4 " 1/6/97 15,000 20 7/8 " 1/6/97 79,100 21 " 1/7/97 23,500 20 7/8 " 1/7/97 18,700 21 " 1/7/97 8,500 21 1/8 " 1/7/97 30,500 21 1/4 " 1/7/97 21,200 21 3/8 " 1/7/97 25,500 21 1/2 " 1/7/97 10,000 22 " All of the above transactions were purchases. Page 6 of 8 Schedule I Executive Officers Name and Address of Corporation Business or or Other Name Residence Principal Organization Address Occupation or in which Employment Employed - ----------- ------------ -------------- ------------ Sumner M. Viacom Inc. Chairman of the National Redstone* 1515 Broadway Board, Chief Amusements, New York, NY Executive Officer Inc. l0036 of Viacom Inc., 200 Elm Chairman of the Street Board, President Dedham, MA and Chief 02026 Executive Officer of National Amusements, Inc. Shari Redstone* National Executive Vice National Amusements, President of Amusements, Inc. National Inc. 200 Elm Amusements, Inc. 200 Elm Street Street Dedham, MA Dedham, MA 02026 02026 Jerome Magner National VP and Treasurer National Amusements, of National Amusements, Inc. Amusements, Inc. Inc. 200 Elm 200 Elm Street Street Dedham, MA Dedham, MA 02026 02026 DIRECTORS George S. Abrams Winer & Attorney Winer & Abrams Abrams 60 State 60 State Street Street Boston, MA Boston, MA 02109 02109 David Andelman Lourie and Attorney Lourie and Cutler Cutler 60 State 60 State Street Street Boston, MA Boston, MA 02109 02109 - -------------------------- *Also a Director Page 6 of 8 Philippe P. Viacom Inc. Deputy Chairman, Viacom Inc. Dauman 1515 Broadway Executive Vice 1515 Broadway New York, NY President, New York, NY l0036 General Counsel l0036 and Chief Administrative Officer of Viacom Inc. Martin Davis Wellspring President of Wellspring Associates Wellspring Associates Inc. Associates Inc. 625 Fifth 625 Fifth Avenue Avenue New York, NY New York, NY 10020 10020 Brent D. Redstone c/o Showtime Director of National Networks Inc. National Amusements, 8101 E. Amusements, Inc. Inc. Prentice 200 Elm Avenue Street Suite 704 Dedham, MA Englewood, CO 02026 80111 Phyllis Redstone 98 Baldpate N/A N/A Hill Road Newton Centre, MA 02159 (Residence) Page 7 of 8 Signatures After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Pursuant to Rule 13d- 1(f)(1), each of the undersigned agrees that this statement is filed on behalf of each of us. January 7, 1997 /s/ Sumner M. Redstone ----------------------- Sumner M. Redstone Individually National Amusements, Inc. By: /s/ Sumner M. Redstone -------------------------- Sumner M. Redstone Chairman, President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----