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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 6, 1998
WMS INDUSTRIES INC.
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C> <C>
DELAWARE 1-8300 36-2814522
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification Number)
Incorporation or Organization)
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3401 NORTH CALIFORNIA AVENUE
CHICAGO, ILLINOIS 60618
(Address of Principal Executive Offices) (Zip Code)
Telephone Number, Including Area Code (773) 961-1111
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ITEM 5. OTHER EVENTS.
The Registrant previously announced a proposed spin-off of its video
game business through the distribution to the Registrant's stockholders of all
of Registrant's shares of its 86.7%-owned subsidiary, Midway Games Inc. On March
6, 1998, the Registrant received a ruling from the Internal Revenue Service that
the spin-off, as proposed, would be tax free to the Registrant and to the
holders of the Registrant's common stock.
Additional information about the spin-off and other developments
concerning the Registrant are incorporated herein by this reference to the press
releases filed herewith as exhibits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press release, dated March 11, 1998.
99.2 Press release, dated March 13, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WMS INDUSTRIES INC.
March 17, 1998 By: /s/ Orrin J. Edidin
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Orrin J. Edidin
Vice President, Secretary
and General Counsel
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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99.1 Press release, dated March 11, 1998.
99.2 Press release, dated March 13, 1998.
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Exhibit 99.1
WMS INDUSTRIES INC.
3401 North California Avenue
Chicago, Illinois 60618
WMS INDUSTRIES SETS RECORD AND DISTRIBUTION DATES FOR MIDWAY SPIN-OFF
CHICAGO -- (BUSINESS WIRE) -- March 11, 1998 -- WMS Industries Inc.
(NYSE: WMS) announced today that it has received a ruling from the Internal
Revenue Service that allows WMS to proceed with the previously announced
spin-off its approximately 86.7% interest in Midway Games Inc. (NYSE: MWY). The
Board of Directors of WMS has established March 31, 1998 as the record date for
the spin-off and April 6, 1998 as the distribution date upon which the Midway
shares will be distributed to stockholders of WMS.
The spin-off will be effected as a dividend distribution of all of the
shares of common stock of Midway owned by WMS. WMS stockholders on the record
date will receive approximately 1.2 shares of Midway common stock for each share
of WMS common stock owned as of the record date and fractional shares will be
paid in cash. The definitive distribution ratio will be announced shortly before
the record date.
The ruling from the Internal Revenue Service provides that the
transaction will be tax free to WMS and its stockholders for federal income tax
purposes, except to the extent that cash is received in payment of fractional
shares. The Board of Directors of WMS reserves the right to amend, modify, defer
or abandon the spin-off at any time prior to the distribution date.
Upon completion of the spin-off, Neil D. Nicastro will resign as
President, Chief Executive Officer and Chief Operating Officer of WMS to
devote his full time to Midway as Chairman of the Board, President, Chief
Executive Officer and Chief Operating Officer, positions he presently holds. Mr.
Louis J. Nicastro, currently Chairman of the Board of WMS, will serve WMS
additionally as President, Chief Executive Officer and Chief Operating
Officer, positions he had held previously. Mr. Louis J. Nicastro was Chief
Executive Officer of WHG Resorts & Casinos until its acquisition by Patriot
American Hospitality in January 1998.
WMS Industries Inc. is engaged in the design, manufacture and sale of
pinball and novelty games and video lottery terminals and gaming devices, and,
through its subsidiary Midway Games Inc., is engaged in the design, manufacture
and sale of video games.
CONTACT:
Harold H. Bach, Jr. or Joseph N. Jaffoni,
Chief Financial Officer Kathleen M. Holmes
WMS INDUSTRIES INC. Jaffoni & Collins Incorporated
773/961-1111 212/835-8500, [email protected]
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Exhibit 99.2
WMS INDUSTRIES INC.
3401 North California Avenue
Chicago, Illinois 60618
WMS AND MIDWAY ANNOUNCE MIDWAY'S ACQUISITION OF
NORTH AMERICA AND JAPAN PERSONAL COMPUTER
RIGHTS AND PRELIMINARY EARNINGS ESTIMATES
FOR THE THIRD QUARTER
CHICAGO -- March 13, 1998 -- WMS Industries Inc. (NYSE:WMS) and Midway Games
Inc. (NYSE:MWY), which is 86.7% owned by WMS, announced today that Midway has
purchased from GT Interactive Software Corp. (Nasdaq: GTIS), "GTIS,"
distribution rights for Midway's personal computer (PC) games in North America
and Japan for all future games released by Midway. Midway had originally granted
these distribution rights to GTIS in 1995 when Midway was focusing on building
its position in the console game market. Now that Midway is a leader in that
market, it has elected to exploit directly the growth opportunities available in
the North America and Japan PC game market. Midway anticipates introducing new
PC games for distribution in North America beginning in its June 30, 1998 fiscal
quarter.
WMS recently announced a record date of March 31, 1998 for the spin-off of its
86.7% ownership interest in Midway to WMS stockholders, pursuant to which WMS
stockholders will receive approximately 1.2 shares of Midway common stock for
each share of WMS common stock owned on the record date. For the fiscal quarter
ending March 31, 1998, Midway expects that Hyper Drive, a coin operated video
space game that it planned to introduce in March 1998, will instead be
introduced in the Company's quarter which ends June 30, 1998. As a result,
Midway's earnings for the quarter ending March 31, 1998 are anticipated to be
approximately $0.18 per share compared to Midway's earnings of $0.17 per share
for the quarter ended March 31, 1997. Midway noted that the creative process of
game development often makes it difficult to precisely predict the timing of
game deliveries. For the same quarter WMS expects to report a loss from its
continuing pinball, novelty game, video lottery terminal and gaming device
operations, of approximately $1.80 per share as compared to a loss from
continuing operations of $0.10 per share for the quarter ended March 31, 1997.
The March 31, 1998 quarterly loss from continuing operations of WMS includes an
after tax charge of approximately $1.69 per share for the previously announced
adjustments to the WMS outstanding common stock options. WMS noted that this
expected loss from continuing operations of $0.11 per share, excluding the
option adjustments, includes lower revenues and an increased loss from the
pinball segment and higher revenues and a decreased loss from the gaming segment
than reported in the previous quarter.
This press release contains forward-looking statements that involve risks and
uncertainties including the risk that actual results for the quarter ending
March 31, 1998, could be different from management's estimates contained herein,
risks that anticipated deliveries of games could be delayed, abandoned or
accelerated and the risks and uncertainties discussed in WMS' and Midway's
reports filed with the Securities and Exchange Commission. Actual results could
differ materially from those in these forward-looking statements.
WMS Industries Inc. is engaged in the design, manufacture and sale of pinball
and novelty games and video lottery terminals and gaming devices. Midway Games
Inc. is engaged in the design, distribution and sale of video games.
CONTACT:
Harold H. Bach, Jr. or Joseph N. Jaffoni,
Chief Financial Officer Kathleen M. Holmes
773/961-1111 Jaffoni & Collins Incorporated
212/835-8500, [email protected]
