UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 20)
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)
January 6, 1997
(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 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 / /.
Page 1 of 9
<PAGE>
CUSIP No. 969-901-107
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
S.S. No.
---------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a)
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/ / (b)
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(3) SEC Use Only
---------------------------------------------------------
(4) Sources of Funds (See Instructions) PF
---------------------------------------------------------
(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 6,917,700*
Owned by -----------------------------------------
Each (9) Sole Dispositive Power 6,917,700**
Reporting -----------------------------------------
Person (10) Shared Dispositive Power 0
With
---------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,917,700
---------------------------------------------------------
(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)
28.59%
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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 of Amendment No. 19 to this Statement.
**Includes shares owned by National Amusements, Inc.
Page 2 of 9
<PAGE>
CUSIP No. 969-901-107
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
NATIONAL AMUSEMENTS, INC.
I.R.S. Identification No. 04-2261332
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(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a)
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/ / (b)
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(3) SEC Use Only
---------------------------------------------------------
(4) Sources of Funds (See Instructions) WC
---------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).
---------------------------------------------------------
(6) Citizenship or Place of Organization Maryland
---------------------------------------------------------
Number of (7) Sole Voting Power 0
Shares -----------------------------------------
Beneficially (8) Shared Voting Power 3,483,900*
Owned by -----------------------------------------
Each (9) Sole Dispositive Power 3,483,900
Reporting -----------------------------------------
Person (10) Shared Dispositive Power 0
With
---------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,483,900
---------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
---------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
14.4%
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(14) Type of Reporting Person (See Instructions)
CO
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*Voting power subject to Voting Proxy Agreement described in Item
6 of Amendment No. 19 to this Statement.
Page 3 of 9
<PAGE>
This Amendment No. 20 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 National
Amusements, Inc. ("NAI"), 200 Elm Street, Dedham, Massachusetts
02026, and Chairman of the Board, Chief Executive Officer of
Viacom Inc.("Viacom"), 1515 Broadway, New York, New York 10036.
NAI 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 75% 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 NAI 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 4. Purpose of Transaction
-----------------------
Item 4 is amended and supplemented as follows:
The securities have been acquired for the purpose of
investment. The Reporting Persons have previously received
governmental approval pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 to purchase additional
Page 4 of 9
Common Stock of WMS so that their aggregate holdings may exceed 25%,
but not equal or exceed 50%, of the outstanding Shares of Common
Stock of WMS.
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 3,483,900 shares, or
approximately 14.4%, of the issued and outstanding
Common Stock of WMS (based on the number of shares
of Common Stock that were reported by WMS to be
issued and outstanding as of November 30, 1996).
(b) Mr. Sumner M. Redstone is currently the beneficial
owner, with sole dispositive and shared voting
power, of 3,433,800 shares, or approximately
14.19%, of the issued and outstanding shares of
the Common Stock of WMS (based on the number of
shares of Common Stock that were reported by WMS
to be issued and outstanding as of November 30,
1996). As a result of his stock ownership in
National Amusements, Inc., Mr. Sumner M. Redstone
is deemed the beneficial owner of an additional
3,483,900 shares of the issued and outstanding
shares of Common Stock of WMS, for a total of
6,917,700 shares of the Common Stock, or
approximately 28.59% of the issued and outstanding
shares of Common Stock of WMS (based on the number
of shares of Common Stock that were reported by
WMS to be issued and outstanding as of November
30, 1996).
(c) Ms. Shari Redstone is currently the beneficial
owner, with sole dispositive and voting power of
8,000 shares, or approximately .03% of the issued
and outstanding shares of Common Stock of WMS
(based on the number of shares of Common Stock
that were reported by WMS to be issued and
outstanding as of November 30, 1996).
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 of Amendment No. 19 to this Statement.
Transactions since September 26, 1995,
the date of Amendment No. 19 to this Statement
-----------------------------------------------
Sumner M. Redstone
When and How
Date No. of Shares Price Executed
1/2/97 50,000 19 3/4 Bear, Stearns,
New York, NY
1/2/97 55,900 19 7/8 "
1/2/97 82,700 20 "
1/2/97 30,800 20 1/8 "
1/6/97 180,600 20 "
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<PAGE>
National Amusements, Inc.
Date No. of Shares Price Executed
1/6/97 354,400 20 Bear, Stearns,
New York, NY
1/6/97 2,200 20 3/4 "
1/6/97 15,000 20 7/8 "
1/6/97 79,100 21 "
1/7/97 23,500 20 7/8 "
1/7/97 18,700 21 "
1/7/97 8,500 21 1/8 "
1/7/97 30,500 21 1/4 "
1/7/97 21,200 21 3/8 "
1/7/97 25,500 21 1/2 "
1/7/97 10,000 22 "
All of the above transactions were purchases.
Page 6 of 8
<PAGE>
Schedule I
Executive Officers
Name and
Address of
Corporation
Business or or Other
Name Residence Principal Organization
Address Occupation or in which
Employment Employed
----------- ------------ -------------- ------------
Sumner M. Viacom Inc. Chairman of the National
Redstone* 1515 Broadway Board, Chief Amusements,
New York, NY Executive Officer Inc.
l0036 of Viacom Inc., 200 Elm
Chairman of the Street
Board, President Dedham, MA
and Chief 02026
Executive Officer
of National
Amusements, Inc.
Shari Redstone* National Executive Vice National
Amusements, President of Amusements,
Inc. National Inc.
200 Elm Amusements, Inc. 200 Elm
Street Street
Dedham, MA Dedham, MA
02026 02026
Jerome Magner National VP and Treasurer National
Amusements, of National Amusements,
Inc. Amusements, Inc. Inc.
200 Elm 200 Elm
Street Street
Dedham, MA Dedham, MA
02026 02026
DIRECTORS
George S. Abrams Winer & Attorney Winer &
Abrams Abrams
60 State 60 State
Street Street
Boston, MA Boston, MA
02109 02109
David Andelman Lourie and Attorney Lourie and
Cutler Cutler
60 State 60 State
Street Street
Boston, MA Boston, MA
02109 02109
--------------------------
*Also a Director
Page 6 of 8
<PAGE>
Philippe P. Viacom Inc. Deputy Chairman, Viacom Inc.
Dauman 1515 Broadway Executive Vice 1515 Broadway
New York, NY President, New York, NY
l0036 General Counsel l0036
and Chief
Administrative
Officer of Viacom
Inc.
Martin Davis Wellspring President of Wellspring
Associates Wellspring Associates
Inc. Associates Inc.
625 Fifth 625 Fifth
Avenue Avenue
New York, NY New York, NY
10020 10020
Brent D. Redstone c/o Showtime Director of National
Networks Inc. National Amusements,
8101 E. Amusements, Inc. Inc.
Prentice 200 Elm
Avenue Street
Suite 704 Dedham, MA
Englewood, CO 02026
80111
Phyllis Redstone 98 Baldpate N/A N/A
Hill Road
Newton
Centre, MA
02159
(Residence)
Page 7 of 8
<PAGE>
Signatures
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.
January 7, 1997 /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
