-----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, CHsAkurzDc8U5GxYjPhtzmdxCCQXaq8wq+hlFzKXzT6s5KcWJ9gEXQLgJf2YHaW9 sDu3/Md4TrkLV/kakdNfpg== 0000913264-05-000061.txt : 20050708 0000913264-05-000061.hdr.sgml : 20050708 20050708145646 ACCESSION NUMBER: 0000913264-05-000061 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050707 FILED AS OF DATE: 20050708 DATE AS OF CHANGE: 20050708 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: REDSTONE SUMNER M CENTRAL INDEX KEY: 0001204726 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08300 FILM NUMBER: 05945614 BUSINESS ADDRESS: STREET 1: 200 ELM STREET CITY: DEDHAM STATE: MA ZIP: 02026 4 1 red26.xml X0202 4 2005-07-07 0 0000350077 WMS INDUSTRIES INC /DE/ WMS 0001204726 REDSTONE SUMNER M 200 ELM STREET DEDHAM MA 02026 0 0 1 0 Common Stock 2005-07-07 4 J 0 100000 32.10 D 2133333 D Common Stock 3483900 I By National Amusements, Inc. Common Stock 7900 I By Spouse Share Forward Transaction 2005-07-07 4 X 0 0.1 32.100 D Common Stock 100000.0000 0.3000 D This Report on Form 4 relates to the partial settlement of a share forward transaction (the "Forward Transaction") that the Reporting Person entered into on June 9, 2004 (the "Trade Date") with an unrelated third party (the "Buyer") and with respect to which the Reporting Person filed a Form 4 with the SEC on June 14, 2004. The Forward Transaction covered an aggregate of 1,000,000 shares of the Issuer and is to be settled in 10 equal tranches, each relating to 100,000 shares (each such amount, the "Reference Amount" for the relevant settlement date). The Forward Transaction specifies a "Contingency Price" of $32.10 per share and a "Forward Floor Price" of $24.41 per share. On each settlement date, the Reporting Person, unless he has elected cash settlement as described in the following sentence, will deliver to Buyer: (i) if the "Settlement Price" (a market-based price as determined under the terms of the For ward Transaction) for such settlement date is greater than the Contingency Price, a number of shares equal to the Reference Amount; and (ii) if the Settlement Price is less than or equal to the Contingency Price, a number of shares equal to the Reference Amount plus an additional number of shares (the "Contingently Cash-Settled Delivery Amount") equal to (a) the Reference Amount multiplied by (b) the lesser of (x) the Contingency Price minus the Settlement Price and (y) the excess of the Contingency Price over the Forward Floor Price, divided by (c) the Settlement Price (except that if the Settlement Price is less than or equal to $10.00, the Reporting Person shall deliver the Reference Amount of shares and make a cash payment to the Buyer in respect of the Contingently Cash-Settled Delivery Amount). In lieu of delivering shares, the Reporting Person may elect cash settlement for any tranche. The Reporting Person received a prepayment from Buyer in the amount of $32,100,000 within 3 business days of the Trade Date, which proceeds t he Reporting Person used for investment purposes. Pursuant to the foregoing arrangements, the Reporting Person will deliver to the Buyer 100,000 shares of Common Stock within 3 business days of July 7, 2005, in connection with the settlement of the seventh tranche of the Forward Transaction. As a result of the above transation, codes S and K also apply to the transaction reported herein. Reporting Person(RP) disclaims beneficial Ownership of 7,900 shares owned by his wife at time of marriage. This report shall not be deemed an admission that RP is beneficial owner of such securities for purposes of Section 16 or for any other reasons. Transaction Code K also applies to this transaction reported herein. The Transaction will be settled in ten equal tranches of 100,000 shares of Common Stock three business days after each of the following: March 23, 2005; March 30, 2005; May 2, 2005; May 9, 2005; June 6, 2005; June 13, 2005; July 7, 2005; August 8, 2005; August 11, 2005; and August 16, 2005 By: Tad Jankowski, Attorney in Fact for Sumner Redstone, Power of Attorney 2005-07-08 -----END PRIVACY-ENHANCED MESSAGE-----