UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)
WMS INDUSTRIES INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
969-901-107
(CUSIP Number)
Sumner M. Redstone
200 Elm Street
Dedham, Massachusetts 02026
Telephone: (617) 461-1600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
September 22, 1995
(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box is a fee is being paid with this statement / /.
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CUSIP No. 969-901-107
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
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S.S. No.
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(2) Check the Appropriate Box if a Member of Group (See Instructions)
/ / (a)------------------------------------------------------------------
/ / (b)------------------------------------------------------------------
(3) SEC Use Only---------------------------------------------------------
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(4) Sources of Funds (See Instructions)----------------------------------
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
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(6) Citizenship or Place of Organization United States
--------------------------------
- ----------
Number of (7) Sole Voting Power 0
Shares -----------------------------------
Beneficially (8) Shared Voting Power 5,929,100*
Owned by ---------------------------------
Each (9) Sole Dispositive Power 5,929,100**
Reporting ------------------------------
Person (10) Shared Dispositive Power 0
With ---------------------------
- ---------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 5,929,100
------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)-----------------------------------------------------------
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(13) Percent of Class Represented by Amount in Row (11) 24.59%
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(14) Type of Reporting Person (See Instructions) IN
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*Voting power subject to Voting Proxy Agreement described in Item 6.
**Includes shares owned by National Amusements, Inc.
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CUSIP No. 969-901-107
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
NATIONAL AMUSEMENTS, INC.
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I.R.S. Identification No. 04-2261332
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(2) Check the Appropriate Box if a Member of Group (See Instructions)
/ / (a)------------------------------------------------------------------
/ / (b)------------------------------------------------------------------
(3) SEC Use Only --------------------------------------------------------
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(4) Sources of Funds (See Instructions)----------------------------------
- -----------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
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(6) Citizenship or Place of Organization Maryland
--------------------------------
- ----------
Number of (7) Sole Voting Power 0
Shares --------------------------------
Beneficially (8) Shared Voting Power 2,895,300*
Owned by ------------------------------
Each (9) Sole Dispositive Power 2,895,300
Reporting -----------------------------
Person (10) Shared Dispositive Power 0
With --------------------------
- ----------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,895,300
-----------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)-----------------------------------------------------------
- -----------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 12.01%
-----------------
(14) Type of Reporting Person (See Instructions) CO
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*Voting power subject to Voting Proxy Agreement described in Item 6.
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This Amendment No. 19 hereby amends the Statement on Schedule 13D,
previously filed by Mr. Sumner M. Redstone and National Amusements, Inc. with
respect to the common stock, $.50 par value (the "Common Stock"), of WMS
Industries Inc. ("WMS"), as follows:
Item 2. Identity and Background
-----------------------
Item 2 is hereby amended as follows:
Mr. Sumner M. Redstone is an individual whose business address is c/o
National Amusements, Inc., 200 Elm Street, Dedham, Massachusetts 02026. Mr.
Redstone's principal occupation is Chairman, President and Chief Executive
Officer of NAI, 200 Elm Street, Dedham, Massachusetts 02026; Chairman of the
Board of Viacom Inc., 200 Elm Street, Dedham, Massachusetts 02026; and Chairman
of the Board of the Company, 1515 Broadway, New York, New York 10036.
National Amusements Inc. has its principal executive offices at 200 Elm
Street, Dedham, Massachusetts 02026. NAI's principal businesses are owning and
operating movie theatres and holding the common stock of Viacom. Mr. Sumner M.
Redstone may be deemed to be a beneficial owner of of the issued and outstanding
shares of capital stock of NAI.
The directors and executive officers of NAI are set forth on Schedule I
attached hereto. Schedule I sets forth the following information with respect to
each such person:
(i) name;
(ii) business address (or residence address
(iii) present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted.
All of the directors and executive officers of National Amusements, Inc.
are citizens of the United States.
During the last five years, neither of the Reporting Persons nor any person
listed on Schedule I have been convicted in a criminal proceeding or were a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in 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.
Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 is amended and supplemented as follows:
(a) National Amusements, Inc. is currently the beneficial owner,
with sole dispositive and shared voting power of 2,895,300
shares, or approximately 12.01%, of the issued and outstanding
Common Stock of WMS (based on the number of shares of Common
Stock that were issued and outstanding as of June 30, 1995).
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(b) Mr. Sumner M. Redstone is currently the beneficial owner, with
sole dispositive and shared voting power, of 3,033,800 shares,
or approximately 12.58%, of the issued and outstanding shares
of the Common Stock of WMS (based on the number of shares of
Common Stock that were issued and outstanding as of June 30,
1995). As a result of his stock ownership in National
Amusements, Inc., Mr. Sumner M. Redstone is deemed the
beneficial owner of an additional 2,895,300 shares of the
issued and outstanding shares of Common Stock of WMS, for a
total of 5,929,100 shares of the Common Stock, or
approximately 24.59% of the issued and outstanding shares of
Common Stock of WMS (based on the number of shares that were
issued and outstanding as of June 30, 1995).
All shared voting power described in paragraphs (a) and (b) of this Item 5
is pursuant to the Voting Proxy Agreement described in Item 6 hereof.
Item 6. Contracts, Arrangements, Understandings or
Relationship to Securities of the Issuer
-------------------------------------------
Item 6 is hereby amended and supplemented as follows:
In connection with the granting of certain applications of WMS, certain
subsidiaries of WMS and Mr. Louis J. Nicastro and Mr. Neil D. Nicastro,
directors and executive officers of WMS, by the Nevada Gaming Commission for
findings of suitability as a registered publicly traded corporation, as
registered holding companies, licensure as a manufacturer and distributor of
gaming devices, and for licensure or findings of suitability as directors and
officers, respectively, on September 22, 1995, WMS delivered to the Nevada
Gaming Commission a voting proxy agreement (the "Voting Proxy Agreement"), dated
as of August 25, 1995, pursuant to which Mr. Sumner M. Redstone and National
Amusements, Inc. each constituted and appointed Mr. Louis J. Nicastro and, if he
is unable to perform his duties under the Voting Proxy Agreement, Mr. Neil D.
Nicastro, each having been appointed individually, as Proxy Holder with full
power and substitution during and for the term of the voting proxy, to vote all
shares of Common Stock of WMS owned by Mr. Sumner M. Redstone and National
Amusements, Inc. as the proxy of Mr. Sumner M. 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 Voting Proxy Agreement is for 10 years from August 25, 1995, unless
sooner terminated upon 30 days written notice. The Voting 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. Sumner M. Redstone and National Amusements, Inc. 45 days notice of such
subject matter. The Voting Proxy Agreement will also terminate if Mr. Sumner M.
Redstone and National Amusements, Inc., pursuant to pending applications with
the Nevada Gaming Authorities, 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 the Common Stock of WMS.
The Voting Proxy Agreement is not applicable to any shares of Common Stock of
WMS sold or otherwise disposed of by Mr. Sumner M. Redstone or National
Amusements, Inc. Mr. Sumner M. 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. Two
years before the expiration of the Voting Proxy Agreement, the parties may agree
to extend the term thereof for an additional 10 years. The description of the
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Voting Proxy Agreement set forth above is subject to and qualified in its
entirety by reference to the Voting Proxy Agreement, a copy of which is annexed
hereto as Exhibit 99.1 under Item 7 hereof and which is incorporated by
reference herein.
Item 7. Material to be Filed as Exhibits
--------------------------------
99.1 Voting Proxy Agreement
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Schedule I
Executive Officers
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name and Address
of Corporation or
Business or Principal Occupation Other Organization in
Name Residence Address or Employment Which Employed
- ---- ----------------- -------------------- ------------------------
Sumner M. Redstone* Viacom Inc. Chairman of the Board National Amusements, Inc.
1515 Broadway of Viacom Inc.; Chairman 200 Elm Street
New York, NY 10036 of the Board and Dedham, MA 02026
President, Chief
Executive Officer of
National Amusements, Inc.
Shari Redstone* National Amusements, Inc. Executive Vice President National Amusements,
200 Elm Street of National Amusements, Inc.
Dedham, MA 02026 Inc. 200 Elm Street
Dedham, MA 02026
Jerome Magner National Amusements, Inc. Vice President and National Amusements, Inc.
200 Elm Street Treasurer of National 200 Elm Street
Dedham, MA 02026 Amusements, Inc. Dedham, MA 02026
DIRECTORS
George S. Abrams Winer & Abrams Attorney Winer & Abrams
One Court Street One Court Street
Boston, MA 02108 Boston, MA 02108
David Andelman Lourie and Cutler Attorney Lourie and Cutler
60 State Street 60 State Street
Boston, MA 02109 Boston, MA 02109
</TABLE>
- --------------------------
* Also a Director
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name and Address
of Corporation or
Business or Principal Occupation Other Organization in
Name Residence Address or Employment Which Employed
- ---- ----------------- -------------------- ------------------------
Philippe P. Dauman* Viacom International Inc. Executive Vice President, Viacom International Inc.
1515 Broadway General Counsel, Chief 1515 Broadway
New York, NY 10036 Administrative Officer New York, NY 10036
and Secretary of Viacom
Martin Davis Wellspring Associates Inc. President of Wellspring Wellspring Associates Inc.
625 Fifth Avenue Associates Inc. 625 Fifth Avenue
New York, NY 10020 New York, NY 10020
Brent D. Redstone 31270 Eagle Crest Lane Director of National National Amusements, Inc.
Evergreen, CO 80439 Amusements, Inc. 200 Elm Street
[Residence] Dedham, MA 02026
Phyllis Redstone 99 Baldpate Hill Road None N/A
Newton Centre, MA 02159
(Residence)
</TABLE>
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Signatures
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After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct. Pursuant to Rule 13d-1(f)(1), each of the undersigned agrees that this
statement is filed on behalf of each of us.
September 26, 1995 /s/ Sumner M. Redstone
---------------------------------
Sumner M. Redstone
Individually
National Amusements, Inc.
By: /s/ Sumner M. Redstone
------------------------------
Sumner M. Redstone
Chairman, President and
Chief Executive Officer
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EXHIBIT INDEX
99.1 Voting Proxy Agreement
