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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. 4)
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)
November 12, 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 5 PAGES
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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
7,155,200
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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
7,659,832
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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)
25.7%
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14. Type Of Reporting Person
IN
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CUSIP NO. 929297109 13D PAGE 3 OF 5 PAGES
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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
PF
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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
14
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8. Shared Voting Power
7,155,200
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9. Sole Dispositive Power
14
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10. Shared Dispositive Power
-0-
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11. Aggregate Amount Beneficially Owned By Each Reporting Person
7,155,214
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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)
24.4%
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14. Type Of Reporting Person
IN
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CUSIP NO. 929297109 13D PAGE 4 OF 5 PAGES
This Amendment No. 4 hereby amends the Statement on Schedule 13D, as
amended by Amendments No. 1, No. 2 and No. 3 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Between November 9 and November 11, 1998, Neil D. Nicastro exercised
all of his options to purchase 1,257,286 shares of Common Stock and sold all of
such shares in open market transactions. He paid the exercise price of the
options to the Company using personal funds and 25,000 shares of Common Stock
held by him.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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
the Common Stock beneficially owned by Sumner M. Redstone (currently 7,155,200
shares) 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. Sumner M.
Redstone is 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.
Louis J. Nicastro may be deemed the beneficial owner of 7,659,832
shares, or approximately 25.7% of the issued and outstanding shares of Common
Stock (based upon 29,294,218 shares of Common Stock outstanding on November 11,
1998 and Mr. Nicastro's 500,000 options). Mr. Nicastro has shared voting power
with respect to 7,155,200 of such shares, but he does not have sole or shared
dispositive power with respect to these 7,155,200 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 7,155,214 shares,
or approximately 24.4% of the issued and outstanding shares of Common Stock
(based upon 29,294,218 shares of Common Stock outstanding on November 11, 1998).
Neil D. Nicastro has shared voting power with respect to 7,155,200 of such
shares, but he does not have sole or shared dispositive power with respect to
these 7,155,200 shares. Mr. Nicastro has sole voting and dispositive power with
respect to 14 of such shares.
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CUSIP NO. 929297109 13D PAGE 5 OF 5 PAGES
Based solely upon information contained in a Form 4 filed on July 9, 1998
and 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 3,671,300 shares of the issued and outstanding Common
Stock. 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 7,155,200 shares of Common Stock, or approximately
24.4% of the issued and outstanding shares of Common Stock of the Company (based
upon 29,294,218 shares of Common Stock outstanding on November 11, 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 11.9% of the issued and
outstanding Common Stock (based upon 29,294,218 shares of Common Stock
outstanding on November 11, 1998).
During the past 60 days, the only transaction that either of the
Reporting Persons participated in with respect to the Common Stock was the
transaction 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.
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/s/ Louis J. Nicastro
- ---------------------------------- November 12, 1998
Louis J. Nicastro
/s/ Neil D. Nicastro
- ----------------------------------- November 12, 1998
Neil D. Nicastro
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