<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
WMS INDUSTRIES INC.
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(Name of Issuer)
Common Stock, par value $0.50 per share
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(Title of Class of Securities)
929297109
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(CUSIP Number)
Louis J. Nicastro
Neil D. Nicastro
c/o WMS Industries Inc.
3401 North California Avenue
Chicago, Illinois 60618
Telephone: (312) 961-1111
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 7, 1997
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(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 subject of this Schedule 13D, and is filing
this Schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Page 1 of 7 Pages)
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CUSIP NO. 929297109 13D PAGE 2 OF 7 PAGES
1. Name Of Reporting Person
S.S. or I.R.S. Identification No. Of Above Person
Louis J. Nicastro ###-##-####
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2. Check The Appropriate Box If A Member Of A Group*
(a) / /
Not Applicable (b) / /
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3. SEC Use Only
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4. Source of Funds* Not Applicable
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5. Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Item 2(d) or 2(e) / /
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6. Citizenship Or Place Of Organization
United States of America
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
7. Sole Voting Power
504,632
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8. Shared Voting Power
6,917,700
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9. Sole Dispositive Power
504,632
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10. Shared Dispositive Power
-0-
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11. Aggregate Amount Beneficially Owned By Each Reporting Person
7,422,332
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12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares*
/ /
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13. Percent Of Class Represented By Amount In Row (11)
30.1%
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14. Type Of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 929297109 13D PAGE 3 OF 7 PAGES
1. Name Of Reporting Person
S.S. or I.R.S. Identification No. Of Above Person
Neil D. Nicastro ###-##-####
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2. Check The Appropriate Box If A Member Of A Group*
(a) / /
Not Applicable (b) / /
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3. SEC Use Only
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4. Source of Funds* Not Applicable
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5. Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Item 2(d) or 2(e) / /
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6. Citizenship Or Place Of Organization
United States of America
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
7. Sole Voting Power
862,000
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8. Shared Voting Power
6,917,700
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9. Sole Dispositive Power
862,000
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10. Shared Dispositive Power
-0-
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11. Aggregate Amount Beneficially Owned By Each Reporting Person
7,779,700
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12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares*
/ /
-----------------------------------------------------------------------
13. Percent Of Class Represented By Amount In Row (11)
31.1%
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14. Type Of Reporting Person*
IN
-----------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 929297109 13D PAGE 4 OF 7 PAGES
This Amendment No. 1 hereby amends the Statement on Schedule 13D, previously
filed by Mr. Louis J. Nicastro and Mr. Neil D. Nicastro with respect to the
common stock, par value $0.50 per share (the "Common Stock"), of WMS Industries
Inc., a Delaware corporation (the "Company"), as follows:
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended as follows:
This Statement on Schedule 13D is being filed by Mr. Louis J.
Nicastro and Mr. Neil D. Nicastro. Mr. Louis J. Nicastro is the Chairman
of the Board of Directors of the Company and his business address is at
WMS Industries Inc., 3401 North California Avenue, Chicago, Illinois
60618. Although the Chairman of the Board of the Company, Mr. Nicastro
is not an executive officer of the Company. Mr. Neil D. Nicastro is the
President, Chief Executive Officer and Chief Operating Officer and a
Director of the Company and his business address is at WMS Industries
Inc., 3401 North California Avenue, Chicago, Illinois 60618.
During the last five years, neither Mr. Louis J. Nicastro nor
Mr. Neil D. Nicastro has been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (b) a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to 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.
Both of Mr. Louis J. Nicastro and Mr. Neil D. Nicastro are
citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended as follows:
Each of Mr. Louis J. Nicastro and Mr. Neil D. Nicastro may be
deemed to be the beneficial owner of 6,917,700 shares of Common Stock
(as further discussed in Item 5 below) pursuant to a Proxy Agreement (as
defined in Item 6 below), a copy of which is annexed hereto as Exhibit 1
under Item 7 hereof, and which is further discussed in response to Item
6 below.
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CUSIP NO. 929297109 13D PAGE 5 OF 7 PAGES
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and supplemented as follows:
Mr. Louis J. Nicastro may be currently deemed the beneficial
owner of 7,422,332 shares, or approximately 30.1% of the issued and
outstanding shares of Common Stock of the Company (based upon 24,695,800
shares of Common Stock, consisting of 24,195,800 shares of Common Stock
outstanding on January 8, 1997 and 500,000 shares of Common Stock
issuable upon the exercise of options deemed outstanding for purposes of
this calculation). Mr. Nicastro has shared voting power with respect to
6,917,700 of such shares. Mr. Nicastro does not have sole or shared
dispositive power with respect to these 6,917,700 shares. Mr. Nicastro
has sole voting and dispositive power with respect to 504,632 of such
shares, 500,000 of which may be acquired by Mr. Nicastro pursuant to
stock options within 60 days of the date of this Statement on Schedule
13D in the event the Company's Common Stock attains a market price of
$35.00 per share prior to exercise (the "Target Price Options").
Mr. Neil D. Nicastro may be currently deemed the beneficial
owner of 7,779,700 shares, or approximately 31.1% of the issued and
outstanding shares of Common Stock of the Company (based upon 24,995,800
shares of Common Stock, consisting of 24,195,800 shares of Common Stock
outstanding on January 8, 1997 and 800,000 shares of Common Stock
issuable upon the exercise of options deemed to be outstanding for
purposes of this calculation). Mr. Nicastro has shared voting power with
respect to 6,917,700 of such shares. Mr. Nicastro does not have sole or
shared dispositive power with respect to these 6,917,700 shares. Mr.
Nicastro has sole voting and dispositive power with respect to 862,000
of such shares, 800,000 of which may be acquired by Mr. Nicastro
pursuant to stock options within 60 days of the date of this Statement
on Schedule 13D. 500,000 of the stock options referred to in the
previous sentence are Target Price Options.
Mr. Louis J. Nicastro and, if he is unable to perform his
duties under the Proxy Agreement, Mr. Neil D. Nicastro share voting
power with respect to 6,917,700 shares of Common Stock with Mr. Sumner
M. Redstone, a citizen of the United States of America with a business
address at 200 Elm Street, Dedham, Massachusetts 02026, and National
Amusements, Inc., a Maryland corporation with a business address at 200
Elm Street, Dedham, Massachusetts 02026.
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CUSIP NO. 929297109 13D PAGE 6 OF 7 PAGES
Based upon information contained in Amendment No. 20, dated
January 7, 1997 to the Statement on Schedule 13D filed by Mr. Sumner M.
Redstone with the Securities and Exchange Commission (the "Redstone
13D"), Mr. Redstone is currently the beneficial owner, with sole
dispositive power and shared voting power, of 3,433,800 shares, or
approximately 14.19% of the issued and outstanding Common Stock of the
Company (based upon 24,195,800 shares of Common Stock outstanding on
November 30, 1996). As a result of his stock ownership in National
Amusements, Inc., Mr. Redstone is deemed the beneficial owner of an
additional 3,483,900 issued and outstanding shares of Common Stock of
the Company, for a total of 6,917,700 shares of Common Stock, or
approximately 28.59% of the issued and outstanding shares of Common
Stock of the Company (based upon 24,195,800 shares of Common Stock
outstanding on November 30, 1996).
Based upon information contained in the Redstone 13D, 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 the
Company (based upon 24,195,800 shares of Common Stock outstanding on
November 30, 1996).
During the past 60 days the only transaction Mr. Louis J.
Nicastro and/or Mr. Neil D. Nicastro participated in with respect to the
Company's Common Stock was that each may be deemed to have become the
beneficial owner of an additional 988,600 shares of Common Stock by
reason of the purchase of the same number of shares of Common Stock in
the aggregate by Mr. Redstone and National Amusements, Inc. and because
of the power to vote such shares pursuant to the Proxy Agreement.
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CUSIP NO. 929297109 13D PAGE 7 OF 7 PAGES
Signature
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information in this statement is true, complete and correct.
January 8, 1997
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(Date)
/s/ Louis J. Nicastro
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(Signature)
Louis J. Nicastro
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(Name)
January 8, 1997
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(Date)
/s/ Neil D. Nicastro
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(Signature)
Neil D. Nicastro
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(Name)
