-----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, UgYIjvht5NTuF55GihugNZxE/o4vE/XMz93yH1d7XWLnSsJ/NZWkWqjC5MCFHTgA gu1Vmj3X2AIMk4wWvWmvvA== 0000913264-05-000063.txt : 20050708 0000913264-05-000063.hdr.sgml : 20050708 20050708150906 ACCESSION NUMBER: 0000913264-05-000063 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050708 DATE AS OF CHANGE: 20050708 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: 05945664 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 wms13-a46.txt AMEND. #46 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- SCHEDULE 13D (Amendment No. 46) Under the Securities Exchange Act of 1934 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: (781) 461-1600 ---------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 24, 2005 (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 |_|. Check the following box if a fee is being paid with this Statement |_|. (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Sumner M. Redstone ------------------------------------------------------------------------- ------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) |_| (a) -------------------------------------------------------------------- |_| (b) -------------------------------------------------------------------- -------------------------------------------------------------------- (3) SEC Use Only ----------------------------------------------------------- ------------------------------------------------------------------------- (4) Source of Funds (See Instructions) -------------------------------------- ------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). |_| ------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States ---------------------------------- ------------------------------------------------------------------------- - ------------------- Number of Shares (7) Sole Voting Power 0* --------------------- Beneficially (8) Shared Voting Power 0* Owned by Each ------------------- Reporting (9) Sole Dispositive Power 1,800,000*** ----------------- Person With (10) Shared Dispositive Power 3,483,900** - ------------------- -------------- - ------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 5,283,900** ------------ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |X| ------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 16.97 percent ---------------------- (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. *** Does not include 7,900 shares owned by Mr. Sumner Redstone's wife, Mrs. Paula Redstone, over which she has sole dispositive and voting power. (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person NATIONAL AMUSEMENTS, INC. ----------------------------------------------------------------------- I.R.S. No. 04-2261332 ----------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) |_| (a) -------------------------------------------------------------------- |_| (b) -------------------------------------------------------------------- -------------------------------------------------------------------- (3) SEC Use Only ----------------------------------------------------------- ------------------------------------------------------------------------- (4) Source of Funds (See Instructions) N/A -------------------------------------- ------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). |_| ------------------------------------------------------------------------- (6) Citizenship or Place of Organization Maryland ---------------------------------- ------------------------------------------------------------------------- - ------------------- Number of Shares (7) Sole Voting Power 0* --------------------- Beneficially (8) Shared Voting Power 0* Owned by Each ------------------- Reporting (9) Sole Dispositive Power 0 ----------------- Person With (10) Shared Dispositive Power 3,483,900 - ------------------- -------------- (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) 11.19% ---------------------- ------------------------------------------------------------------------- (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. Item 1. Security and Issuer. This Amendment No. 46 amends the Statement on Schedule 13D previously filed with the SEC by Mr. Sumner M. Redstone and National Amusements, Inc. ("NAI") with respect to the voting common stock, $.50 par value per share (the "Common Shares"), of WMS Industries Inc. (the "Issuer") as follows: Item 5. Interest in Securities of the Issuer. (a) NAI is currently the beneficial owner, with shared dispositive and no voting power of 3,483,900 Common Shares, or approximately 11.19%, of the issued and outstanding Common Shares of the Issuer (based on the number of Common Shares that were reported to be issued and outstanding as of February 4, 2005). (b) Mr. Sumner M. Redstone is currently the beneficial owner, with sole dispositive and no voting power, of 1,800,000 Common Shares, or approximately 5.78%, of the issued and outstanding Common Shares of the Issuer (based on the number of Common Shares that were reported by the Issuer to be issued and outstanding as of February 4, 2005). As a result of his stock ownership in NAI, Mr. Sumner M. Redstone is deemed the beneficial owner of an additional 3,483,900 Common Shares of the issued and outstanding Common Shares of the Issuer, for a total of 5,283,900 Common Shares, or approximately 16.97%, of the issued and outstanding Common Shares of the Issuer (based on the number of Common Shares that were reported by the Issuer to be issued and outstanding as of February 4, 2005). The lack of 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 of this Statement. Item 6. Pursuant to the terms of the Share Forward Transaction dated June 9, 2004, described in Amendment Number 37 to Schedule 13 D, on June 6, 2005 Mr. Sumner Redstone made partial settlement of such Share Forward Transaction. According to the terms of such Share Forward Transaction, within 3 business days of June 6, 2005, Mr. Sumner Redstone delivered 100,000 of Issuer's shares and did not make any cash payment to Buyer. Pursuant to the terms of the Share Forward Transaction dated June 9, 2004, described in Amendment Number 37 to Schedule 13 D, on June 13, 2005 Mr. Sumner Redstone made partial settlement of such Share Forward Transaction. According to the terms of such Share Forward Transaction, within 3 business days of June 13, 2005, Mr. Sumner Redstone delivered 100,000 of Issuer's shares and did not make any cash payment to Buyer. Pursuant to the terms of the Share Forward Transaction dated May 24, 2004, described in Amendment Number 35-A to Schedule 13 D, on June 24, 2005 Mr. Sumner Redstone made partial settlement of such Share Forward Transaction. According to the terms of such Share Forward Transaction, within 3 business days of June 24, 2005, Mr. Sumner Redstone delivered 333,333 of Issuer's shares and made a cash payment to Buyer based upon a settlement price of $32.12. Pursuant to the terms of the Share Forward Transaction dated June 9, 2004, described in Amendment Number 37 to Schedule 13 D, on July 07, 2005 Mr. Sumner Redstone made partial settlement of such Share Forward Transaction. According to the terms of such Share Forward Transaction, within 3 business days of July 07, 2005, Mr. Sumner Redstone delivered 100,000 of Issuer's shares and did not make any cash payment to Buyer. Item 7. Material to Be Filed as Exhibits. Exhibit 1 A joint filing agreement between Mr. Sumner M. Redstone and National Amusements, Inc. is attached hereto as Exhibit 1. Signatures ---------- After reasonably 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(k)(1), each of the undersigned agrees that this statement is filed on behalf of each of us. July 08, 2005 /s/ Sumner M. Redstone ------------------------------------- Sumner M. Redstone, Individually National Amusements, Inc. By: /s/ Sumner M. Redstone ---------------------------- Name: Sumner M. Redstone, Title: Chairman and Chief Executive Officer EXHIBIT 1 --------- JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D, dated November 21, 1985 (the "Schedule 13D"), with respect to the common stock, $.50 par value per share (the "Common Shares"), of WMS Industries Inc. (the "Issuer") is, and any amendments executed by us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d- 1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executes this Agreement as of the 30th day of July, 2002. NATIONAL AMUSEMENTS, INC. By: /s/ Sumner M. Redstone ---------------------- Name: Sumner M. Redstone Title: Chairman and Chief Executive Officer By: /s/ Sumner M. Redstone ---------------------- Sumner M. Redstone Individually -----END PRIVACY-ENHANCED MESSAGE-----