<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential,
for Use of the
Commission Only
(as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
WMS INDUSTRIES INC.
(Name of Registrant as Specified in Its Charter)
WMS INDUSTRIES INC.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------
(5) Total fee paid:
- - --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
- - --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- - --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- - --------------------------------------------------------------------------------
(3) Filing party:
- - --------------------------------------------------------------------------------
(4) Date filed:
- - --------------------------------------------------------------------------------
<PAGE> 2
[LOGO]
WMS INDUSTRIES INC.
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JANUARY 23, 1996
------------------------
To the Stockholders of
WMS INDUSTRIES INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of WMS
Industries Inc. (the "Company") will be held on Tuesday, January 23, 1996 at
11:30 A.M. Eastern Standard Time in the Salon Concorde on the 3rd Floor of the
Hotel Parker Meridien, 118 West 57th Street, New York, New York 10019 to
consider and act upon the following matters:
1. electing a board of nine directors;
2. ratifying the appointment of Ernst & Young LLP as independent
auditors for the 1996 fiscal year; and
3. transacting such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The close of business on December 1, 1995 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
meeting and any adjournments thereof. A list of the stockholders entitled to
vote at the meeting will be open to the examination of any stockholder of the
Company for any purpose germane to the meeting during ordinary business hours at
the offices of the Company for the ten-day period prior to the meeting.
YOU ARE EARNESTLY REQUESTED, WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE
MEETING, TO MARK, DATE, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY IN THE
ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED
STATES.
By Order of the Board of Directors,
BARBARA M. NORMAN
Secretary
Chicago, Illinois
December 12, 1995
<PAGE> 3
ANNUAL MEETING OF STOCKHOLDERS
OF
WMS INDUSTRIES INC.
-------------------------
PROXY STATEMENT
-------------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of WMS Industries Inc. (the "Company" or
"WMS") of proxies to be voted at the Annual Meeting of Stockholders to be held
in the Salon Concorde on the 3rd Floor of the Hotel Parker Meridien, 118 West
57th Street, New York, New York 10019, on January 23, 1996 at 11:30 A.M. Eastern
Standard Time, and at any adjournment or adjournments thereof.
All proxies in the accompanying form which are properly executed and duly
returned will be voted in accordance with the instructions specified therein. If
no instructions are given, such proxies will be voted in accordance with the
recommendations of the Board as indicated in this Proxy Statement. A proxy may
be revoked at any time prior to its exercise by written notice to the Company,
by submission of another proxy bearing a later date or by voting in person at
the meeting. Such revocation will not affect a vote on any matters taken prior
thereto. The mere presence at the meeting of the person appointing a proxy will
not revoke the appointment.
The mailing address of the Company's principal executive offices is 3401
North California Avenue, Chicago, Illinois 60618. This Proxy Statement and the
accompanying proxy card are being mailed to stockholders on or about December
12, 1995.
Only holders of the Company's Common Stock, $.50 par value per share (the
"Common Stock"), of record at the close of business on December 1, 1995 (the
"Record Date") will be entitled to vote at the Annual Meeting or any adjournment
or adjournments of such meeting. There were 24,126,300 shares of Common Stock
outstanding on the Record Date (excluding 54,312 treasury shares); each such
share entitles the holder thereof to one vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information as of November 30, 1995
concerning persons which, to the knowledge of WMS, beneficially own more than 5%
of the outstanding shares of WMS Common Stock:
<TABLE>
<CAPTION>
PERCENTAGE
NAME AND ADDRESS OF AMOUNT AND NATURE OF OF OUTSTANDING
BENEFICIAL OWNER BENEFICIAL OWNERSHIP COMMON STOCK(1)
------------------------------------------------ ----------------------- ---------------
<S> <C> <C>
Sumner M. Redstone and
National Amusements, Inc.
200 Elm Street
Dedham, MA 02026.............................. 5,929,100(2) 24.6%
Louis J. Nicastro
WMS Industries Inc.
3401 North California Avenue
Chicago, IL 60618............................. 6,433,732(3) 26.1%
Neil D. Nicastro
WMS Industries Inc.
3401 North California Avenue
Chicago, IL 60618............................. 6,791,100(4) 27.2%
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
PERCENTAGE
NAME AND ADDRESS OF AMOUNT AND NATURE OF OF OUTSTANDING
BENEFICIAL OWNER BENEFICIAL OWNERSHIP COMMON STOCK(1)
------------------------------------------------ ----------------------- ---------------
<S> <C> <C>
The Capital Group Companies, Inc.
and Capital Research and
Management Company
333 South Hope Street
Los Angeles, CA 90071......................... 1,875,000(5) 7.8%
State of Wisconsin
Investment Board
P.O. Box 7842
Madison, WI 53707............................. 1,502,000(6) 6.2%
</TABLE>
- - ---------------
(1) Based upon 24,126,300 shares of WMS Common Stock outstanding on November
30, 1995. Each beneficial owner's percentage holdings have been calculated
assuming full exercise of stock options, if any, exercisable by such holder
within 60 days of November 30, 1995.
(2) The number of shares reported is based upon information contained in
Amendment No. 19, dated September 26, 1995 to the Schedule 13D filed by Mr.
Summer M. Redstone with the Securities and Exchange Commission (the
"Commission"). Pursuant to such Schedule, Mr. Redstone and National
Amusements, Inc., a Maryland corporation, reported beneficial ownership of
and shared voting and sole investment power with respect to 3,033,800 and
2,895,300 shares, respectively, of WMS Common Stock and that Mr. Redstone
is the beneficial owner of 66 2/3% of the issued and outstanding shares of
the common stock of National Amusements, Inc. For a discussion concerning
the shared voting power with respect to the 5,929,100 shares of WMS Common
Stock referred to above, see "Voting Proxy Agreement."
(3) The number of shares reported as beneficially owned include 5,929,100
shares owned by Sumner M. Redstone and National Amusements, Inc. for which
the reporting person has shared voting power but no dispositive power.
Additionally, the number of shares reported as beneficially owned include
500,000 shares for which the reporting person has sole voting and sole
dispositive power, all of which may be acquired pursuant to Target Price
Options within 60 days of November 30, 1995. For a discussion concerning
the shared voting power with respect to the 5,929,100 shares of WMS Common
Stock referred to above, see "Voting Proxy Agreement."
(4) The number of shares reported as beneficially owned include 5,929,100
shares owned by Sumner M. Redstone and National Amusements, Inc. for which
the reporting person has shared voting power but no dispositive power.
Additionally, the number of shares reported as beneficially owned include
862,000 shares for which the reporting person has sole voting and sole
dispositive power, 800,000 of which may be acquired pursuant to stock
options within 60 days of November 30, 1995, 500,000 of such options being
Target Price Options (as herein defined). For a discussion concerning the
shared voting power with respect to the 5,929,100 shares of WMS Common
Stock referred to above, see "Voting Proxy Agreement."
(5) The number of shares reported is based upon information contained in a
Schedule 13G dated February 8, 1995 filed with the Commission by The
Capital Group Companies, Inc. and Capital Research and Management Company,
investment management companies. The shares reported in the Schedule are
owned by accounts under the discretionary investment management of one or
more of the investment management companies of The Capital Group Companies.
(6) The information set forth herein is based on a Schedule 13G dated February
13, 1995 filed with the Commission by the State of Wisconsin Investment
Board, a government agency which manages public pension funds subject to
provisions comparable to the Employee Retirement Income Security Act of
1974, as amended.
2
<PAGE> 5
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of November 30, 1995, certain
information concerning beneficial ownership of shares of WMS Common Stock by
each director of WMS, each executive officer of WMS and by all directors and
executive officers of WMS as a group:
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF OUTSTANDING
BENEFICIAL COMMON
NAME OF BENEFICIAL OWNER OWNERSHIP(1) STOCK(2)
-------------------------------------------------- ------------ -----------
<S> <C> <C>
Harold H. Bach, Jr................................ 77,000(3) **
George R. Baker*.................................. 50,800(4) **
William C. Bartholomay*........................... 68,800(4) **
Kenneth J. Fedesna*............................... 130,058(5) **
William E. McKenna*............................... 52,594(4) **
Norman J. Menell*................................. 52,216(4) **
Louis J. Nicastro*................................ 6,433,732(6) 26.1%
Neil D. Nicastro*................................. 6,791,100(7) 27.2%
Barbara M. Norman................................. 90,000(3) **
Harvey Reich*..................................... 51,190(4) **
Ira S. Sheinfeld*................................. 54,000(8) **
------------ -----
Directors and Executive Officers as a group
(11 persons).................................... 7,922,390(9)(10) 30.5%(10)
=========== =========
</TABLE>
- - ---------------
* Nominees for Director
** Less than 1%
(1) Pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act, as amended
(the "Exchange Act"), options held by directors and executive officers are
deemed to be beneficially owned if the holder of the option has the right
to acquire beneficial ownership of such security within 60 days of November
30, 1995. Certain of such options as reported herein also require that WMS'
Common Stock attain a market price of $35.00 per share prior to exercise
(the "Target Price Options"). Except as otherwise indicated in the
following footnotes, each of the persons listed in the table owns the
shares of WMS Common Stock opposite his or her name and has sole voting and
dispositive power with respect to such shares.
(2) For purposes of calculating the percentage of shares of WMS Common Stock,
shares issuable upon the exercise of stock options have been deemed to be
outstanding.
(3) Includes 75,000 shares of WMS Common Stock which the reporting person has
the right to acquire upon the exercise of Target Price Options.
(4) Includes 50,000 shares of WMS Common Stock which the reporting person has
the right to acquire upon the exercise of Target Price Options.
(5) Includes 130,000 shares of WMS Common Stock which the reporting person has
the right to acquire upon the exercise of stock options, 100,000 of which
are Target Price Options.
(6) The number of shares reported as beneficially owned include 5,929,100
shares owned by Sumner M. Redstone and National Amusements, Inc. for which
the reporting person has shared voting power but no dispositive power.
Additionally, the number of shares reported as beneficially owned include
500,000 shares for which the reporting person has sole voting and sole
dispositive power, all of which may be acquired pursuant to Target Price
Options. For a discussion concerning the shared voting power with respect
to the 5,929,100 shares of WMS Common Stock referred to above, see "Voting
Proxy Agreement."
(7) The number of shares reported as beneficially owned include 5,929,100
shares owned by Sumner M. Redstone and National Amusements, Inc. for which
the reporting person has shared voting power but no dispositive power.
Additionally, the number of shares reported as beneficially owned include
862,000 shares for which the reporting person has sole voting and sole
dispositive power, 800,000 of which may
3
<PAGE> 6
be acquired pursuant to stock options, 500,000 of which are Target Price
Options. For a discussion concerning the shared voting power with respect
to the 5,929,100 shares of WMS Common Stock referred to above, see "Voting
Proxy Agreement."
(8) Includes 54,000 shares of WMS Common Stock which the reporting person has
the right to acquire upon the exercise of stock options, 50,000 of which
are Target Price Options.
(9) Includes 1,884,000 shares of WMS Common Stock which directors and executive
officers have the right to acquire upon the exercise of stock options,
1,550,000 of which are Target Price Options. Additionally, includes
5,929,100 shares of WMS Common Stock with respect to which Mr. Louis J.
Nicastro and Mr. Neil D. Nicastro both have shared voting power but no
dispositive power. For a discussion concerning the shared voting power with
respect to the 5,929,100 shares of WMS Common Stock referred to above, see
"Voting Proxy Agreement."
(10) For purposes of this calculation, the 5,929,100 shares of WMS Common Stock
with respect to which Mr. Louis J. Nicastro and Mr. Neil D. Nicastro have
shared voting power but no dispositive power have only been counted once.
For a discussion concerning the shared voting power with respect to the
5,929,100 shares of WMS Common Stock referred to above, see "Voting Proxy
Agreement."
VOTING PROXY AGREEMENT
In order for WMS to be permitted to manufacture and sell slot machines in
Nevada, WMS and certain of its subsidiaries and Mr. Louis J. Nicastro and Mr.
Neil D. Nicastro were required to be licensed or found suitable and were
licensed or found suitable by the Nevada State Gaming Control Board and the
Nevada Gaming Commission (the "Nevada Gaming Authorities"), as applicable, as a
registered publicly traded corporation, as registered holding companies, for
licensure as a manufacturer and distributor of gaming devices and as directors,
officers and stockholders of such entities as applicable. Under applicable
Nevada law and administrative procedure, as a greater than 10% stockholder of
WMS, Mr. Sumner M. Redstone was required to apply and has an application pending
with the Nevada Gaming Authority for a finding of suitability as a stockholder
of WMS. Pending completion of the processing of Mr. Redstone's application, Mr.
Redstone and National Amusements, Inc. have voluntarily granted to Mr. Louis J.
Nicastro and, if he is unable to perform his duties under the Proxy Agreement
(as herein defined), Mr. Neil D. Nicastro, individually, a voting proxy for all
of the shares of WMS Common Stock which they own beneficially or of record.
On September 21, 1995, Mr. Louis J. Nicastro and Mr. Neil D. Nicastro
entered into a Voting Proxy Agreement (the "Proxy Agreement") with WMS, Mr.
Sumner M. Redstone and National Amusements, Inc., pursuant to which Mr. Louis J.
Nicastro and, if he is unable to perform his duties under the Proxy Agreement,
Mr. Neil D. Nicastro have each been appointed, individually, as Proxy Holder
with full power of substitution during and for the term of the voting proxy, to
vote all shares of WMS Common Stock as the proxy of Mr. Redstone and National
Amusements, Inc., at any annual, special or adjourned meeting of the
stockholders of WMS, including the right to execute consents, certificates or
other documents relating to WMS that the law of the State of Delaware may permit
or require on any and all matters which may be presented to the stockholders of
WMS. The term of the Proxy Agreement is for 10 years commencing August 25, 1995,
unless sooner terminated upon 30 days written notice. The Proxy Agreement will
be deemed terminated as to any subject matter that will be presented for
approval, consent or ratification to the stockholders of WMS if WMS fails to
give Mr. Redstone and National Amusements, Inc. 45 days notice of such subject
matter. The Proxy Agreement will also terminate if Mr. Redstone and National
Amusements, Inc. are found suitable as stockholders of WMS by the Nevada Gaming
Authorities or are no longer subject to the provisions of Nevada gaming laws
applicable to holders of more than 10% of WMS' Common Stock. The Proxy Agreement
is not applicable to any shares of WMS' Common Stock sold or otherwise disposed
of by Mr. Redstone or National Amusements, Inc. to any person who is not an
affiliate of Mr. Redstone or National Amusements, Inc. Mr. Redstone and National
Amusements, Inc. have agreed to give notice of any sale or disposition to the
Chairman of the Nevada State Gaming Control Board within 10 days after such sale
or disposition.
4
<PAGE> 7
Mr. Louis J. Nicastro and Mr. Neil D. Nicastro have advised WMS that they
plan to utilize the voting proxy with respect to the 5,929,100 shares of WMS
Common Stock beneficially owned by Mr. Sumner M. Redstone and National
Amusements, Inc. to vote FOR Proposals 1 and 2.
PROPOSAL 1 -- ELECTION OF DIRECTORS
Upon the recommendation of the Nominating Committee, nine directors,
constituting the entire Board, are to be elected to serve until the next Annual
Meeting of Stockholders and until their respective successors are duly elected
and qualify. All of the nominees are at present directors of the Company. Mr.
Neil D. Nicastro is the son of Mr. Louis J. Nicastro. Should any of the nominees
be unable to serve or refuse to serve as a director (an event which the Board
does not anticipate), proxies solicited hereunder will be voted in favor of
those nominees who do remain as candidates and may be voted for substituted
nominees.
<TABLE>
<CAPTION>
POSITION WITH COMPANY AND DIRECTOR
NAME OF NOMINEE (AGE) PRINCIPAL OCCUPATION SINCE
- - --------------------------------------- ------------------------------------- --------
<S> <C> <C>
Louis J. Nicastro (67)................. Chairman of the Board of Directors 1974
and Co-Chief Executive Officer of the
Company
Neil D. Nicastro (39).................. President, Co-Chief Executive 1986
Officer, Chief Operating Officer and
a Director of the Company
Kenneth J. Fedesna (46)................ Vice President and General Manager of 1993
the Company's Coin-Op Amusement Game
Operations and a Director of the
Company
Norman J. Menell (64).................. Vice Chairman of the Board of 1980
Directors of the Company
George R. Baker (65)................... Director of the Company and Private 1983
Consultant
William C. Bartholomay (67)............ Director of the Company and President 1981
of Near North National Group
William E. McKenna (76)................ Director of the Company and General 1981
Partner of MCK Investment Company
Harvey Reich (66)...................... Director of the Company and Attorney, 1983
Of Counsel to the firm of Robinson
Brog Leinwand Green Genovese & Gluck,
P.C.
Ira S. Sheinfeld (57).................. Director of the Company and Attorney, 1993
Member of the firm Squadron,
Ellenoff, Plesent & Sheinfeld LLP
</TABLE>
5
<PAGE> 8
LOUIS J. NICASTRO, Chairman of the Board of Directors and Co-Chief
Executive Officer of the Company. Mr. Nicastro has served as Chairman of the
Board since its incorporation in 1974. On August 29, 1994, he became Co-Chief
Executive Officer, having served as Chief Executive Officer since 1974. He
served as President (1985-1988 and 1990-1991) and as Chief Operating Officer
(1985-1986) of the Company.
NEIL D. NICASTRO, Director, President and Co-Chief Executive Officer of the
Company. Mr Nicastro became a director of the Company in 1986 and was elected
President of the Company June 18, 1991 and Co-Chief Executive Officer August 29,
1994. He has also served as Chief Operating Officer of the Company since
September 1990. He served as Treasurer (1986-1994), Executive Vice President
(1988-1991), Senior Vice President (1986-1988) and Director of Stockholder
Relations (1981-1986) of the Company.
KENNETH J. FEDESNA was elected a director of the Company on August 23,
1993. He has served as Vice President and General Manager of Williams
Electronics Games, Inc. and Midway Manufacturing Company, wholly-owned
subsidiaries of the Company, for in excess of five years.
NORMAN J. MENELL was elected Vice Chairman of the Board of Directors
effective September 30, 1990. He served as President (1988-1990), Chief
Operating Officer (1986-1990) and Executive Vice President (1981-1988) of the
Company.
GEORGE R. BAKER is a private consultant. He was a general partner of
Barrington Limited Partners (private investment partnership) (1985-1986), a
special limited partner of Bear, Stearns & Co., Inc. (investment banking)
(1983-1985) and an Executive Vice President of Continental Bank, N.A.
(1951-1982). Mr. Baker is a director of The Midland Co., Reliance Group
Holdings, Inc., Reliance Insurance Co. and W. W. Grainger, Inc.
WILLIAM C. BARTHOLOMAY is President of Near North National Group, Chicago,
Illinois (insurance brokers) and Chairman of the Board of the Atlanta Braves
(National League Baseball). He also served as Vice Chairman of Turner
Broadcasting System, Inc., Atlanta, Georgia (1976-1992) and was re-elected as
Vice Chairman in April 1994. Mr. Bartholomay served as a director of Turner
Broadcasting System, Inc. (1976-April 1994). He also served as Vice Chairman of
the Board of Frank B. Hall & Co. Inc. (1974-1990).
WILLIAM E. MCKENNA has served as a General Partner of MCK Investment
Company, Beverly Hills, California for in excess of five years. He also is a
director of California Amplifier, Inc., Calprop Corporation, Drexler Technology
Corporation and Safeguard Health Enterprises, Inc.
HARVEY REICH has been a member of the law firm of Robinson Brog Leinwand
Green Genovese & Gluck, P.C., New York, New York and its predecessor firms for
in excess of five years.
IRA S. SHEINFELD was elected a director of the Company August 23, 1993. He
has been a member of the law firm of Squadron, Ellenoff, Plesent & Sheinfeld
LLP, New York, New York for in excess of five years, which firm the Company has
retained to provide tax and legal services during the last fiscal year and
proposes to retain for such services during the current fiscal year.
REQUIRED VOTE
The affirmative vote of a plurality of the shares of Common Stock present
in person or by proxy at the Annual Meeting is required to elect directors.
------------------------
THESE INDIVIDUALS WILL BE PLACED IN NOMINATION FOR ELECTION TO THE BOARD OF
DIRECTORS. THE SHARES REPRESENTED BY SIGNED PROXY CARDS RETURNED WILL BE VOTED
"FOR" THE ELECTION OF THESE NOMINEES UNLESS AN INSTRUCTION TO THE CONTRARY IS
INDICATED ON THE PROXY CARD.
------------------------
6
<PAGE> 9
THE BOARD OF DIRECTORS
The Board of Directors is responsible for the overall affairs of the
Company. To assist it in carrying out its duties, the Board has delegated
certain authority to several committees. The majority of the Board, six of the
nine directors, are outside directors who are neither officers nor employees of
the Company or its subsidiaries.
During the 1995 fiscal year the Board of Directors of the Company held six
meetings. All other action taken by the Board was by the unanimous written
consent of the members after review of proposals presented to each member. Each
director attended more than 75% of the aggregate of meetings of the Board and
committees on which he served during the fiscal year.
DIRECTOR COMPENSATION
The Company pays a fee of $40,000 per annum to each director who is not
also an employee of the Company or its subsidiaries. Each such director who
serves as the chairman of any committee of the Board of Directors receives a
further fee of $5,000 per annum for his services in such capacity and each
member of the Company's Audit and Ethics Committee receives an additional fee of
$5,000 per annum.
During the 1995 fiscal year, each non-employee director of the Company's
95%-owned subsidiary Posadas de Puerto Rico Associates, Incorporated (which
includes Messrs. Bartholomay, Menell and Reich) also received an annual fee of
$10,000 for services as a director and, for those non-employee directors who
serve as a member of the Audit, Ethics and Compensation Committee of such
subsidiary's Board of Directors (which includes Messrs. Bartholomay and Reich) a
further fee of $12,500 was paid. During the 1995 fiscal year, each non-employee
director of the Company's 62%-owned subsidiary Williams Hospitality Group Inc.
(which includes Messrs. Baker, McKenna and Menell) also received an annual fee
of $22,500 for services as a director.
The Company's 1991 and 1993 Stock Option Plans (the "Option Plans") provide
for the issuance of shares of Common Stock of the Company pursuant to stock
options which may be granted to non-employee directors of the Company at not
less than 100% of the fair market value of such shares on the date of grant.
Under the terms of the Option Plans, non-qualified stock options may be granted
to non-employee directors pursuant to the following formula -- upon the date of
adoption of the Option Plan by the Board of Directors and on each anniversary
thereof, each non-employee director of the Company is entitled to receive a non-
qualified option to purchase, at 100% of the fair market value of the Company's
Common Stock on such date, such shares of the Company's Common Stock as shall be
determined by multiplying (a) in the case of the 1991 Stock Option Plan, 4,000
times the number of years he or she has served on the Board of Directors
(subject to a maximum of 30,000 shares); and (b) in the case of the 1993 Stock
Option Plan, 10,000 times the number of years he or she has served on the Board
of Directors or as a consultant or adviser (subject to a maximum of 50,000
shares). Upon adoption of the 1991 Stock Option Plan, the following non-employee
directors became entitled to and each was granted non-qualified stock options to
purchase 30,000 shares of the Company's Common Stock at a purchase price per
share of $7.31 -- Messrs. Baker, Bartholomay, McKenna and Reich. Pursuant to the
terms of the 1991 Stock Option Plan, Mr. Sheinfeld became entitled to and was
granted on September 6, 1994, non-qualified stock options to purchase 4,000
shares of the Company's Common Stock at a purchase price per share of $19.125
and on September 6, 1995, non-qualified stock options (which become exercisable
March 6, 1996) to purchase 8,000 shares of the Company's Common Stock at a
purchase price per share of $23.375. Upon adoption of the 1993 Stock Option
Plan, the following non-employee directors became entitled to and each was
granted non-qualified stock options to purchase 50,000 shares of the Company's
Common Stock at a purchase price per share of $26.875 -- Messrs. Baker,
Bartholomay, McKenna, Menell, Reich and Sheinfeld. Options granted under the
1993 Stock Option Plan require that the Company's Common Stock attain a market
price of $35.00 per share prior to exercise.
Directors also are entitled to participate at the Company's expense in a
medical reimbursement plan which is supplementary to the primary medical
insurance maintained by each such individual.
7
<PAGE> 10
COMMITTEES OF THE BOARD OF DIRECTORS
The Audit and Ethics Committee is currently composed of four members,
Messrs. McKenna (Chairman), Baker, Bartholomay and Sheinfeld. This Committee is
charged with meeting periodically with the independent auditors and Company
personnel with respect to the adequacy of internal accounting controls,
receiving and reviewing the recommendations of the independent auditors,
recommending the appointment of auditors and reviewing the scope of the audit
and the compensation of the independent auditors, reviewing consolidated
financial statements and, generally, reviewing the Company's accounting policies
and resolving potential conflicts of interest. During the 1995 fiscal year this
Committee held two meetings.
The Nominating Committee is currently composed of Messrs. L.J. Nicastro
(Chairman) and Bartholomay. This Committee is charged with making
recommendations with respect to the nomination of candidates for election to the
Board and does not accept recommendations from stockholders of the Company.
During the 1995 fiscal year this Committee held one meeting.
The Stock Option Committee is currently composed of Messrs. Reich
(Chairman) and McKenna. This Committee approves the selection of individuals for
participation in, and determines the timing, pricing and the amount of option
grants under the provisions of, the Company's Stock Option Plans other than
formula awards made to Non-Employee Directors of the Company. During the 1995
fiscal year this Committee held one meeting and all other action taken by the
Committee was by the unanimous written consent of the members.
The Compensation Committee is currently composed of Messrs. Bartholomay
(Chairman) and McKenna. This Committee is charged with making recommendations
regarding the compensation of senior management personnel. During the 1995
fiscal year this Committee held one meeting and took other action by the
unanimous written consent of the members.
The Compensation Committee and Stock Option Committee jointly report to
stockholders on executive compensation items as required by the Commission.
Their Report is printed at page 9 hereof.
Compensation Committee Interlocks and Insider Participation. During the
last fiscal year, Mr. William C. Bartholomay served as Chairman of the Company's
Compensation Committee and Mr. William E. McKenna served as the sole additional
member, neither of whom are employees or officers of the Company or any of its
subsidiaries or had any relationship requiring disclosure herein by the Company.
EXECUTIVE OFFICERS
The following executive officers were elected to serve until the 1996
Annual Meeting of the Board of Directors and until their respective successors
are duly elected and qualify.
<TABLE>
<CAPTION>
NAME AGE POSITION
--------------------------------- --- ----------------------------------------
<S> <C> <C>
Louis J. Nicastro................ 67 Chairman of the Board of Directors and
Co-Chief Executive Officer
Neil D. Nicastro................. 39 President, Co-Chief Executive Officer
and Chief Operating Officer
Harold H. Bach, Jr............... 63 Vice President-Finance, Treasurer, Chief
Financial and Chief Accounting Officer
Barbara M. Norman................ 57 Vice President, Secretary and General
Counsel
</TABLE>
The principal occupation and employment of Messrs. L.J. and N.D. Nicastro
during the last five years is set forth on page 6 hereof.
Mr. Bach served as Secretary of the Company from July 5, 1990 to June 15,
1992. He assumed the positions of Treasurer effective September 13, 1994 and
Vice President-Finance (Chief Financial and Chief Accounting Officer) effective
September 30, 1990. Prior to joining the Company, Mr. Bach was a partner in the
accounting firms of Ernst & Young (1989-1990) and Arthur Young & Company
(1967-1989).
8
<PAGE> 11
Ms. Norman was elected Vice President, Secretary and General Counsel of the
Company on June 15, 1992. Prior thereto she was associated with the law firm of
Whitman & Ransom, New York, New York (1990-1992) and served the Company as Vice
President, Secretary and General Counsel (1986-1990).
EXECUTIVE COMPENSATION
To provide stockholders with an understanding of the Company's executive
compensation program, the following are presented below: (i) the Joint Report by
the Compensation and Stock Option Committees of the Board of Directors on 1995
Executive Compensation; (ii) the Summary Compensation Table; (iii) the Stock
Option Tables; (iv) the Corporate Performance Graph; and (v) a description of
Employment Agreements.
JOINT REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEES
The Compensation Committee is charged with making recommendations to the
Board of Directors regarding the compensation of senior management personnel. To
the extent stock options form a portion of a compensation package, the
Compensation Committee works together with the Stock Option Committee, which is
responsible for making recommendations regarding stock option grants and awards.
It is the policy of the Compensation and Stock Option Committees to provide
attractive compensation packages to senior management so as to motivate them to
devote their full energies to the success of the Company, to reward them for
their services and to align the interests of senior management with the
interests of stockholders. The Company's executive compensation packages are
comprised primarily of base salaries, annual contractual and discretionary cash
bonuses, stock options and retirement and other benefits. It is the philosophy
of the Compensation Committee that the Company be staffed leanly with a small
number of well compensated senior management personnel.
In general, the level of base salary is intended to provide appropriate
basic pay to senior management taking into account historical contributions to
the Company and each person's unique value and the recommendation of the
Co-Chief Executive Officers. The amount of any discretionary bonus is subjective
but is generally based on the actual performance of the Company in the preceding
fiscal year, the special contribution of the executive to such performance and
the overall level of the executive's compensation including other elements of
the compensation package. The Company also has used stock options, which
increase in value only if the Company's Common Stock increases in value, and
which terminate a short time after an executive leaves the Company, as a means
of long-term incentive compensation.
The cash bonus paid to Mr. N.D. Nicastro for the fiscal year 1995 was
determined through a negotiated formula set forth in his employment agreement
which provides for bonus compensation equal to two percent of the pre-tax income
of the Company between the amounts of $10,000,000 and $50,000,000. (See
"Employment Agreements" below for a description of Mr. N.D. Nicastro's
employment agreement.) Senior executives other than Mr. N.D. Nicastro were
granted discretionary bonuses for the 1995 fiscal year in amounts less than they
received for the 1994 fiscal year. The decision to pay such bonuses was
subjective but involved consideration of the efforts expended by such executives
as well as consideration of the facts that the Company's total revenues were up
and pre-tax income was down as compared to the prior fiscal year. For
information with respect to options held by senior management at fiscal year
end, see "Aggregated Option Exercises in Last Fiscal Year and Fiscal-Year-End
Option Values" set forth below.
The base salary of Mr. L.J. Nicastro is paid pursuant to the terms of his
employment agreement and was increased by $150,000 commencing with the 1996
fiscal year. (See "Employment Agreements" below for a description of Mr. L.J.
Nicastro's employment agreement.) The amount of such base salary is not
specifically related to the Company's performance but is intended to compensate
Mr. Nicastro fairly for his ongoing leadership skills and management
responsibility as well as recognize his pivotal role in the Company's
development and growth over many years. The amount of his discretionary bonus
for the 1995 fiscal year was subjective as described above.
The Omnibus Budget Reconciliation Act of 1993 (the "Budget Act"), generally
provides that, for fiscal years commencing in 1994, compensation paid by
publicly-held corporations to the chief executive officer and the four most
highly paid senior executive officers in excess of one million dollars per year
per executive will be
9
<PAGE> 12
deductible by the Company only if paid pursuant to qualifying performance-based
compensation plans approved by stockholders of the Company. Compensation as
defined by the Budget Act includes, among other things, base salary, incentive
compensation and gains on stock option transactions. Since the ultimate value of
an option cannot be determined until it is exercised or until the stock
underlying the option is sold, executive compensation relating to options may,
in a given year, exceed one million dollars. It is the present policy of the
Compensation Committee to submit for stockholder approval stock option plans in
which the chief executive officers and the most highly paid senior executive
officers of the Company may participate. The Compensation Committee intends to
consider, on a case by case basis, how the Budget Act will affect contractual
and discretionary cash compensation. Inasmuch as Mr. N.D. Nicastro has an
existing employment agreement, the Compensation Committee does not intend to
request Mr. N.D. Nicastro to submit that agreement for stockholder approval.
Depending on the performance of the Company, payments to Mr. Nicastro under such
agreement may exceed one million dollars by a maximum of $332,500 per year and
such excess payments will not be deductible by the Company.
The Compensation Committee The Stock Option Committee
William C. Bartholomay, Chairman Harvey Reich, Chairman
William E. McKenna William E. McKenna
The foregoing Joint Report of the Compensation and Stock Option Committees
on executive compensation shall not be deemed to be incorporated by reference
into any filing of the Company under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates such information by reference.
10
<PAGE> 13
The Summary Compensation Table below sets forth the cash compensation paid
by the Company and its subsidiaries for service in all capacities during the
fiscal years ended June 30, 1995, 1994 and 1993 to each of the Company's
executive officers who served during such periods and whose compensation
exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------------------------------
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------------- ------------
NAME AND PRINCIPAL OTHER ANNUAL SECURITIES ALL OTHER
POSITION AS OF SALARY BONUS COMPENSATION(1) UNDERLYING COMPENSATION(2)
06/30/95 YEAR ($) ($) ($) OPTIONS (#) ($)
<S> <C> <C> <C> <C> <C> <C>
- - -------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E) (G) (I)
- - -------------------------------------------------------------------------------------------------------
Louis J. Nicastro 1995 682,500 300,000 4,775 -- 409,784
Chairman of the 1994 682,500 600,000 4,173 500,000 327,252
Board & Co-CEO 1993 682,500 600,000 -- -- 327,252
- - -------------------------------------------------------------------------------------------------------
Neil D. Nicastro 1995 532,500 489,100 -- -- 35,762
President, Co-CEO & COO 1994 532,500 741,600 -- 700,000 35,742
1993 382,500 750,000 -- -- 24,992
- - -------------------------------------------------------------------------------------------------------
Harold H. Bach, Jr. 1995 250,000 67,800 -- -- --
Vice 1994 250,000 100,000 -- 75,000 --
President -- Finance, 1993 200,000 100,000 -- -- --
Treasurer, CFO/CAO
- - -------------------------------------------------------------------------------------------------------
Barbara M. Norman 1995 150,000 27,200 -- -- --
Vice President, 1994 150,000 40,000 -- 75,000 --
Secretary & General 1993 140,000 40,000 -- -- --
Counsel
- - -------------------------------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------------------------------
</TABLE>
COLUMN (F) "Restricted Stock" has been omitted since the Company has not awarded
any restricted stock during the last three fiscal years and there was no
restricted stock held by executive officers.
COLUMN (H) "Long-term Incentive Plans Payout" has been omitted as not
applicable.
(1) Amounts shown for Mr. L.J. Nicastro include $4,775 for fiscal 1995 and
$4,173 for fiscal 1994 for tax gross ups.
(2) Amounts shown include accrual for contractual retirement benefits for Mr.
L.J. Nicastro. Amounts shown for Mr. N.D. Nicastro include for fiscal 1995,
1994 and 1993 insurance premiums of $662, $642, and $631, respectively, and
for fiscal 1995, 1994 and 1993, accrual for contractual retirement benefits
of $35,100, $35,100, and $24,361, respectively.
STOCK OPTION TABLES
OPTION GRANTS IN LAST FISCAL YEAR
No options were granted during fiscal year ended June 30, 1995 to the named
executives.
11
<PAGE> 14
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL-YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------------------------------------
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
VALUE UNDERLYING UNEXERCISED OPTIONS OPTIONS AT 6/30/95($)
SHARES ACQUIRED ON REALIZED AT 6/30/95(#) EXERCISABLE(E) EXERCISABLE(E)
NAME EXERCISE(#) ($) UNEXERCISABLE(U)(1) UNEXERCISABLE(U)
- - --------------------- ------------------ ----------- ------------------------------ ---------------------
(a) (b) (c) (d) (e)
<S> <C> <C> <C> <C>
- - --------------------------------------------------------------------------------------------------------------
Louis J. Nicastro -0- -0- 500,000(U) -0-(U)
- - --------------------------------------------------------------------------------------------------------------
Neil D. Nicastro -0- -0- 100,000(E) 6,500(E)
200,000(U) 475,000(U)
500,000(U) -0-(U)
- - --------------------------------------------------------------------------------------------------------------
Harold H. Bach, Jr. -0- -0- 75,000(U) -0-(U)
- - --------------------------------------------------------------------------------------------------------------
Barbara M. Norman -0- -0- 75,000(U) -0-(U)
- - --------------------------------------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Notwithstanding that, as set forth in footnote (1) to the Security Ownership
of Management of WMS table, Target Price Options are deemed to be
beneficially owned pursuant to Rule 13d-3(d)(1) of the Exchange Act, Target
Price Options are reported in the above table as "Unexercisable."
CORPORATE PERFORMANCE GRAPH
The following graph compares for the five years ended June 30, 1995 the
yearly percentage change in cumulative total stockholder return on the Company's
Common Stock with (1) the cumulative total return of the Standard and Poor's 500
Stock Index ("S & P 500") and (2) the cumulative total return of the Standard
and Poor's Leisure Time Index ("S&P Leisure"). The graph assumes an investment
of $100 on June 30, 1990 in the Company's Common Stock and $100 invested at that
time in each of the Indexes and the reinvestment of dividends where applicable.
<TABLE>
<CAPTION>
Measurement Period S&P -
(Fiscal Year Covered) WMS S&P 500 Leisure
<S> <C> <C> <C>
1990 100 100 100
1991 118 107 94
1992 361 122 102
1993 639 138 105
1994 422 140 137
1995 436 177 130
</TABLE>
The foregoing table shall not be deemed to be incorporated by reference
into any filing of the Company under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates such information by reference.
12
<PAGE> 15
EMPLOYMENT AGREEMENTS
Mr. L.J. Nicastro is employed under the terms of an Amended and Restated
Employment Agreement dated October 27, 1994, as amended December 7, 1995, which
expires July 31, 1999, subject to automatic one-year extensions thereafter
unless notice has been given six months prior to any termination date. The
agreement as amended provides for salaried compensation at the rate of $832,500
per annum, or such greater amount as may be determined by the Board of
Directors. Upon Mr. Nicastro's retirement date of July 31, 1999 ("Retirement
Date"), or in the event Mr. Nicastro becomes disabled, the Company is required
to pay Mr. Nicastro until his death an annual benefit equal to one-half of the
aggregate annual base salary being paid to him at the time of such occurrence,
but in no event less than $341,250 per year payable in monthly installments.
Such benefit (to the extent not previously vested) vests ratably during the
period October 27, 1994 through July 31, 1999 (or such earlier date as Mr.
Nicastro's employment may terminate by reason of the Company's violation of the
agreement or the occurrence of a change-in-control of the Company). The vested
amount of such retirement or disability benefit is payable notwithstanding Mr.
Nicastro's termination of employment for any reason, provided, he is not in
material breach of the terms of the agreement and, upon his death, is payable to
his designee or estate. Upon Mr. Nicastro's death whether during the term of his
employment or after his Retirement Date, the Company shall pay in monthly
installments to his designee or estate for a period of fifteen years thereafter,
an annual benefit equal to one-half of the amount of the annual base salary paid
to him on his date of death if such death occurs during his employment or the
amount of his retirement benefit but no less than $416,250 per annum.
Mr. N.D. Nicastro is employed under the terms of a Second Amended and
Restated Employment Agreement dated October 12, 1993. The Agreement provides for
salaried compensation at the rate of $532,500 per annum, or such greater amount
as may be determined by the Board of Directors, bonus compensation of two
percent of the pre-tax income of the Company between the amounts of $10,000,000
and $50,000,000 and $1,000,000 of life insurance coverage in addition to the
standard amount provided to Company employees. The agreement expires December
31, 2000, subject to automatic extensions in order that the term of Mr.
Nicastro's employment shall at no time be less than three years. Upon Mr.
Nicastro's retirement or death and for a period of five years thereafter, the
Company is required to pay to Mr. Nicastro or his designee, or if no designation
is made, to his estate, for a period equal to the greater of the balance of the
remaining term of the agreement or five years, an annual benefit equal to
one-half of the annual base salary being paid to him on such retirement or
death, as the case may be, but in no event less than $266,250 per year. Such
benefits are payable notwithstanding Mr. Nicastro's termination of employment
for any reason.
The employment agreements of Messrs. L.J. Nicastro and N.D. Nicastro
provide for full participation by each executive in all benefit plans available
to senior executives and for reimbursement of all medical and dental expenses
incurred by each such officer or his spouse and, in the case of Mr. N.D.
Nicastro, incurred by his children under the age of twenty-one. Each agreement
provides for full compensation during periods of illness or incapacity; however,
the Company may give thirty-day notice of termination if such illness or
incapacity disables such officer from performing his duties for a period of more
than six months. Such termination notice becomes effective if full performance
is not resumed within thirty days of such notice and maintained for a period of
two months thereafter. Each of the employment agreements may be terminated at
the election of the officer upon the occurrence without his consent or
acquiescence of any one or more of the following events: (i) the placement of
such officer in a position of lesser stature or the assignment to such officer
of duties, performance requirements or working conditions significantly
different from or at variance with those presently in effect; (ii) the treatment
of such officer in a manner which is in derogation of his status as a senior
executive; (iii) the cessation of service of such officer as a member of the
Board of Directors of the Company; (iv) the discontinuance or reduction of
amounts payable or personal benefits available to such officer pursuant to such
agreements; or (v) such officer is required to work outside his agreed upon
metropolitan area. In any such event, and in the event the Company is deemed to
have wrongfully terminated such individual's employment agreement under the
terms thereof, the Company is obligated (a) to make a lump sum payment to such
officer equal in amount to the sum of the aggregate base salary during the
remaining term of such agreement (but in no event less than three times the
highest base salary payable to him during the one-year period prior to such
event), the bonus (assuming all objectives for payment had been
13
<PAGE> 16
met) and the retirement benefit (assuming the date of termination were the
Retirement Date and, in the case of Mr. L.J. Nicastro, assuming the lump sum
payment in respect of retirement benefits is ten times his annual benefit)
otherwise payable under the terms of the employment agreement and (b) to
purchase at the election of such officer all stock options held by him with
respect to the Company's Common Stock at a price equal to the spread between the
option price and the fair market price of such stock as defined in the
agreement. Each of the employment agreements may also be terminated at the
election of the officer if individuals who presently constitute the Board of
Directors, or successors approved by such Board members, cease for any reason to
constitute at least a majority of the Board. Upon such an event, the Company may
be required to purchase the stock options held by such officers and make
payments similar to those described above.
OTHER PLANS AND ARRANGEMENTS
Under the Company's noncontributory pension plan for salaried employees of
the Company and its wholly-owned subsidiaries, the amount of monthly benefits
payable upon attainment of normal retirement age (assumed to be 65) are computed
as follows: $50.00 plus $7.50 per year of credited service to a maximum of 30
years' credited service. Under this plan an employee's benefit vests after five
years of service. The estimated annual benefit payable upon retirement to each
officer listed in the Summary Compensation Table who is entitled to such
benefit, assuming continued employment and retirement at age 65, is as follows:
Mr. L.J. Nicastro $1,786; Mr. N.D. Nicastro $1,500; Mr. H.H. Bach, Jr. $690;
and, for all executive officers as a group, $3,976. The plan was amended
effective September 1, 1990, to discontinue on that date the acceptance of new
participants in the plan and on December 31, 1991 to discontinue the accrual of
future benefits.
On April 19, 1993, the Board of Directors adopted a Treasury Share Bonus
Plan for key employees (the "Bonus Plan"). The shares of Common Stock allocated
to the Bonus Plan consist as of the Record Date of 54,312 shares of the
Company's Common Stock. Awards are made at no direct cost to the employees
selected by management for awards and vest on dates selected in the discretion
of management. Unvested portions of awards are forfeited upon the termination of
employment by award recipients for any reason other than death, in which event,
shares representing the remaining portion of any award are to be issued to the
executor or administrator of the employee's estate. During the 1995 fiscal year,
no additional shares were awarded under the Bonus Plan.
PROPOSAL 2 -- APPOINTMENT OF INDEPENDENT AUDITORS
It is proposed that the stockholders ratify the appointment by the Board of
Directors of Ernst & Young LLP as independent auditors for the Company for the
1996 fiscal year. The Company expects representatives of Ernst & Young LLP to be
present at the Annual Meeting at which time they will respond to appropriate
questions submitted by stockholders and may make such statements as they may
desire.
Approval by the stockholders of the appointment of independent auditors is
not required but the Board deems it desirable to submit this matter to the
stockholders. If a majority of the stockholders voting at the meeting should not
approve the selection of Ernst & Young LLP, the selection of independent
auditors will be reconsidered by the Board of Directors.
------------------------
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF
THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY. THE
SHARES REPRESENTED BY SIGNED PROXY CARDS RETURNED WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.
------------------------
14
<PAGE> 17
GENERAL
As of the date of this Proxy Statement, the Board does not intend to
present any other matters for action. However, if any other matters are properly
brought before the meeting, it is intended that the persons voting the
accompanying proxy will vote the shares represented thereby in accordance with
their best judgment.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Stockholder proposals in respect of matters to be acted upon at the
Company's next Annual Meeting of Stockholders should be received by the Company
on or before August 14, 1996 in order that they may be considered for inclusion
in the Company's proxy materials.
OTHER MATTERS
THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 1995, INCLUDING FINANCIAL
STATEMENTS AND SCHEDULES THERETO, TO EACH OF THE COMPANY'S STOCKHOLDERS OF
RECORD ON DECEMBER 1, 1995, AND EACH BENEFICIAL OWNER OF STOCK ON THAT DATE UPON
RECEIPT OF A WRITTEN REQUEST THEREFOR MAILED TO THE COMPANY'S OFFICES, 3401
NORTH CALIFORNIA AVENUE, CHICAGO, ILLINOIS 60618, ATTENTION: TREASURER. IN THE
EVENT THAT EXHIBITS TO SUCH FORM 10-K ARE REQUESTED, A REASONABLE FEE WILL BE
CHARGED FOR REPRODUCTION OF SUCH EXHIBITS. REQUESTS FROM BENEFICIAL OWNERS OF
COMMON STOCK MUST SET FORTH A GOOD FAITH REPRESENTATION AS TO SUCH OWNERSHIP.
It is important that the accompanying proxy card be returned promptly.
Therefore, whether or not you plan to attend the meeting in person, you are
earnestly requested to mark, date, sign and return your proxy in the enclosed
envelope to which no postage need be affixed if mailed in the United States. The
proxy may be revoked at any time before it is exercised. If you attend the
meeting in person, you may withdraw the proxy and vote your own shares.
MANNER AND EXPENSES OF SOLICITATION
The solicitation of proxies in the accompanying form is made by the Board
and all costs thereof will be borne by the Company. In addition to the
solicitation of proxies by use of the mails, some of the officers, directors and
other employees of the Company may also solicit proxies personally or by mail,
telephone or telegraph, but they will not receive additional compensation for
such services.
Brokerage firms, custodians, banks, trustees, nominees or other fiduciaries
holding shares of Common Stock in their names will be required by the Company to
forward proxy material to their principals and will be reimbursed for their
reasonable out of pocket expenses in such connection.
Inspectors of election will be appointed to tabulate the number of shares
of Common Stock represented at the meeting in person or by proxy, to determine
whether or not a quorum is present and to count all votes cast at the meeting.
The inspectors of election will treat abstentions and broker non-votes as shares
that are present and entitled to vote for purposes of determining the presence
of a quorum. With respect to the tabulation of votes cast on a specific proposal
presented to the stockholders at the meeting, abstentions will be considered as
present and entitled to vote with respect to that specific proposal, whereas
broker non-votes will not be considered as present and entitled to vote with
respect to that specific proposal.
By Order of the Board of Directors,
BARBARA M. NORMAN
Secretary
Chicago, Illinois
December 12, 1995
15
<PAGE> 18
1. Election of nine directors to the Board of Directors as set forth in
Proposal 1 of the Proxy Statement.
FOR all nominees listed below. / / WITHHOLD AUTHORITY to vote
for all nominees listed below. / /
*EXCEPTIONS / /
Nominees: G.R. BAKER, W.C. BARTHOLOMAY, K.J. FEDESNA, W.E. McKENNA, N.J.
MENELL, L.J. NICASTRO, N.D. NICASTRO, H. REICH, I.S. SHEINFELD (INSTRUCTIONS:
To withhold authority to vote for any individual nominee, mark the
"Exceptions" box and write that nominee's name in the space provided below.)
*Exception
------------------------------------------------------------------
2. Ratification of the appointment of Ernst & Young LLP as independent auditors
for the 1996 fiscal year as set forth in Proposal 2 of the Proxy Statement.
FOR / / AGAINST / / ABSTAIN / /
I (we) will / / will not / / attend the Annual Meeting in person.
Change of Address and
or Comments Mark Here / /
IMPORTANT: Please sign exactly as
name or names appear hereon, and when
signing as attorney, executor,
administrator, trustee or guardian, give
your full title as such. If signatory is
a corporation, sign the full corporate
name by a duly authorized officer. If
shares are held jointly each
stockholder named should sign.
Dated:
-------------------------------
-------------------------------
-------------------------------
Votes must be indicated
(x) in Black or Blue ink. / /
Please Sign, Date and Return this Proxy Card Promptly Using the Enclosed
Envelope.
- - --------------------------------------------------------------------------
WMS INDUSTRIES INC.
Proxy Solicited by the Board of Directors
for the Annual Meeting of Stockholders
January 23, 1996
KNOW ALL MEN BY THESE PRESENTS that the undersigned stockholder of WMS
INDUSTRIES INC. the ("Company'') does hereby constitute and appoint NEIL D.
NICASTRO, HAROLD H. BACH, JR. and BARBARA M. NORMAN (the "Proxies'') and each of
them (each with full power of substitution of another) as attorneys, agents and
proxies, for and in the name, place and stead of the undersigned, and with all
the powers the undersigned would possess if personally present, to vote as
instructed on the reverse side hereof, all of the shares of Common Stock of the
Company which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of the Company to be held on January 23, 1996 at 11:30 A.M. local
time at the Hotel Parker Meridien, 118 West 57th Street, New York, New York, and
at any adjournment or adjournments thereof, all as set forth in the Notice of
Annual Meeting and Proxy Statement.
In their discretion, the Proxies are authorized to vote upon such
other and further business as may properly come before the meeting.
The shares represented by the Proxy will be voted in accordance with
the instructions given. If no such instructions are given, the shares
represented by this Proxy will be voted IN FAVOR of Proposals 1 and 2.
(Continued and to be signed on reverse side)
WMS INDUSTRIES INC.
P.O. BOX 11129
NEW YORK, N.Y. 10203-0129
