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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 3)
WMS INDUSTRIES INC.
(Name of Issuer)
Common Stock, par value $0.50 per share
(Title of Class of Securities)
929297109
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(CUSIP Number)
Louis J. Nicastro
Neil D. Nicastro
3401 North California Avenue
Chicago, Illinois 60618
Telephone: (773) 961-1111
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 6, 1998
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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 that 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 [ ].
(Page 1 of 5 Pages)
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CUSIP NO. 929297109 13D PAGE 2 OF 6 PAGES
1. Name Of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Louis J. Nicastro
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2. Check The Appropriate Box If A Member Of A Group (a) [ ]
(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
7,422,322
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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)
26.1%
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14. Type Of Reporting Person
IN
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CUSIP NO. 929297109 13D PAGE 3 OF 6 PAGES
1. Name Of Reporting Person
I.R.S. Identification No. Of Above Person (Entities Only)
Neil D. Nicastro
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2. Check The Appropriate Box If A Member Of A Group (a) [ ]
(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
1,502,300
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8. Shared Voting Power
6,917,700
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9. Sole Dispositive Power
1,502,300
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10. Shared Dispositive Power
-0-
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11. Aggregate Amount Beneficially Owned By Each Reporting Person
8,420,000
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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)
28.9%
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14. Type Of Reporting Person
IN
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CUSIP NO. 929297109 13D PAGE 4 OF 6 PAGES
This Amendment No. 3 hereby amends the Statement on Schedule 13D, as
amended by Amendments No.1 and No.2 previously filed by Louis J. Nicastro and
Neil D. Nicastro with respect to the common stock, par value $0.50 per share
("Common Stock"), of WMS Industries Inc., a Delaware corporation (the
"Company"). Only the items specifically included below are amended, and the
remainder of the Statement on Schedule 13D, as previously amended, is unchanged.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement on Schedule 13D is being filed by Louis J. Nicastro and Neil
D. Nicastro. Neil D. Nicastro is the son of Louis J. Nicastro. Louis J. Nicastro
is the Chairman of the Board of Directors, President, Chief Executive Officer
and Chief Operating Officer of the Company, and his business address is c/o WMS
Industries Inc., 3401 North California Avenue, Chicago, Illinois 60618. Neil D.
Nicastro is a Director of, and a consultant to, the Company. Neil D. Nicastro is
the Chairman of the Board of Directors, President, Chief Executive Officer and
Chief Operating Officer of Midway Games Inc., a Delaware corporation ("Midway"),
which was formerly a subsidiary of the Company, and his business address is c/o
Midway Games Inc., 3401 North California Avenue, Chicago, Illinois 60618. Midway
Games Inc. designs, distributes and sells video games.
During the last five years, neither Louis J. Nicastro nor 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 Louis J. Nicastro and Neil D. Nicastro are citizens of the United
States of America.
ITEM 4. PURPOSE OF THE TRANSACTION.
As a result of the distribution by the Company to its stockholders of all
of its shares of the common stock of Midway on April 6, 1998 (the
"Distribution"), the options to purchase Common Stock held by Neil D. Nicastro
were adjusted by the Board of Directors pursuant to the adjustment provisions of
the Company's stock option plans. Mr. Nicastro received 183,014 shares of Common
Stock and cash in the adjustment. This adjustment was made pro rata for all
option holders of the Company.
In addition, Neil D. Nicastro resigned as President, Chief Executive
Officer and Chief Operating Officer of the Company, and Louis J. Nicastro, who
was previously serving as Chairman of the Board of the Company, was elected to
these additional positions with the Company. In connection with Neil D.
Nicastro's severance arrangements with the Company, he was granted options to
purchase
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CUSIP NO. 929297109 13D PAGE 5 OF 6 PAGES
250,000 shares of Common Stock. In connection with Louis J. Nicastro's new
employment arrangements with the Company, he was granted options to purchase
500,000 shares of Common Stock.
As previously reported, pursuant to a Voting Proxy Agreement (the "Proxy
Agreement") effective as of August 25, 1995 among the Company, the Reporting
Persons, Sumner M. Redstone and National Amusements, Inc., the Reporting Persons
have been appointed, individually, as proxy holders to vote 6,917,700 shares of
Common Stock in order to facilitate compliance by the Company with certain
regulations of Nevada gaming authorities for licensure as a manufacturer and
distributor of gaming devices, pending the approval of an application of Sumner
M. Redstone, which has been filed with the Nevada gaming authorities.
Absent any change in personal circumstances, each Reporting Person intends
to maintain his equity position in the Company and has no plans to effect any of
the changes described in Item 4 of Schedule 13D. Each Reporting Person, however,
intends to review on a continuing basis his investment in the Company and may,
depending upon an evaluation of his financial planning, upon the Company's
business and prospects and upon future developments in general business,
economic and market conditions, determine to increase, decrease or continue to
hold or dispose of his position in the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Louis J. Nicastro may be deemed the beneficial owner of 7,422,322 shares,
or approximately 26.1% of the issued and outstanding shares of Common Stock
(based upon 27,886,021 shares of Common Stock outstanding on April 6, 1998 and
Mr. Nicastro's 500,000 options). Mr. Nicastro has shared voting power with
respect to 6,917,700 of such shares, but he 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.
Neil D. Nicastro may be deemed the beneficial owner of 8,420,000 shares, or
approximately 28.9% of the issued and outstanding shares of Common Stock (based
upon 27,886,021 shares of Common Stock outstanding on April 6, 1998 and Mr.
Nicastro's 1,257,286 options). Neil D. Nicastro has shared voting power with
respect to 6,917,700 of such shares, but he 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 1,502,300 of such shares, 1,257,286
of which may be acquired by Mr. Nicastro pursuant to stock options.
Louis J. Nicastro and, if he is unable to perform his duties under the
Proxy Agreement, 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 6 PAGES
Based solely upon information contained in Amendment No. 20, dated January
7, 1997 to the Statement on Schedule 13D filed by Sumner M. Redstone with the
Securities and Exchange Commission (the "Redstone 13D"), Item 2 of which
Statement is hereby incorporated herein by this reference, Mr. Redstone is the
beneficial owner, with sole dispositive power and shared voting power, of
3,433,800 shares, or approximately 12.3% of the issued and outstanding Common
Stock (based upon 27,886,021 shares of Common Stock outstanding on April 6,
1998). As a result of his stock ownership in National Amusements, Inc., Mr.
Redstone is deemed the beneficial owner of an additional 3,483,900 shares of
Common Stock, for a total of 6,917,700 shares of Common Stock, or approximately
24.8% of the issued and outstanding shares of Common Stock of the Company (based
upon 27,886,021 shares of Common Stock outstanding on April 6, 1998).
Based solely upon information contained in the Redstone 13D, National
Amusements, Inc. is the beneficial owner, with sole dispositive and shared
voting power, of 3,483,900 shares, or approximately 12.5% of the issued and
outstanding Common Stock (based upon 27,886,021 shares of Common Stock
outstanding on April 6, 1998).
Since the filing of Amendment No. 2 to this Schedule 13D, the only
transactions that either of the Reporting Persons participated in with respect
to the Common Stock were the ones reported herein.
SIGNATURES
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.
/s/ Louis J. Nicastro
- - ---------------------------------- April 8, 1998
Louis J. Nicastro
/s/ Neil D. Nicastro
----------------------------------- April 8, 1998
Neil D. Nicastro
