UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
MIDWAY GAMES INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
598-148-104
(CUSIP Number)
Sumner M. Redstone
200 Elm Street
Dedham, Massachusetts 02026
Telephone: (781) 461-1600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
April 6, 1998
(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 if a fee is being paid with this statement / /.
Page 1 of 7
<PAGE>
CUSIP No. 598-148-104
(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)
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/ / (b)
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions) N/A
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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
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- --------------
Number of (7) Sole Voting Power 4,182,065
Shares ------------------------------
Beneficially (8) Shared Voting Power
Owned by ------------------------------
Each (9) Sole Dispositive Power 4,182,065
Reporting ------------------------------
Person (10) Shared Dispositive Power
With ------------------------------
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(11) Aggregate Amount Beneficially Owned by Each Reporting
8,354,836*
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(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) 21.7%
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(14) Type of Reporting Person (See Instructions) IN
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*Includes shares owned by National Amusements, Inc.
Page 2 of 7
<PAGE>
CUSIP No. 598-148-104
(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. 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
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(4) Sources of Funds (See Instructions) N/A
----------------------------------------
(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
-----------------------------------
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Number of (7) Sole Voting Power 4,172,771
Shares ------------------------------
Beneficially (8) Shared Voting Power
Owned by ------------------------------
Each (9) Sole Dispositive Power 4,172,771
Reporting ------------------------------
Person (10) Shared Dispositive Power
With ------------------------------
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(11) Aggregate Amount Beneficially Owned by Each Reporting
4,172,771
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(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) 10.8%
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(14) Type of Reporting Person (See Instructions) CO
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Page 3 of 7
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Item 1. Security and Issuer.
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The class of equity securities to which this Statement on
Schedule 13D relates is the voting common stock, $.01 par value per share (the
"Common Shares"), of Midway Games Inc. (the "Issuer"), a Delaware corporation,
with its principal executive office located at 3401 North Carolina Avenue,
Chicago, IL 60618.
Item 2. Identity and Background.
-----------------------
This Statement is being filed by Mr. Sumner M. Redstone and
National Amusements, Inc. ("NAI").
NAI has its principal office at 200 Elm Street, Dedham,
Massachusetts 02026. NAI's principal businesses are owning and operating movie
theaters in the United States, United Kingdom and South America and holding the
common stock of Viacom. 75% of the issued and outstanding shares of capital
stock of NAI are beneficially owned by Mr. Sumner M. Redstone, as trustee of
various trusts.
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 of the Board, President and Chief
Executive Officer of NAI and Chairman of the Board, Chief Executive Officer of
Viacom Inc.
The executive officers and directors of NAI are set forth on
Schedule I attached hereto. Schedule I sets forth the following information with
respect to each such person:
(a) Name;
(b) Residence or business address; and
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted.
During the last five years, neither of the Reporting Persons nor
any person named in Schedule I attached hereto 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.
All of the directors of NAI, including Mr. Sumner M. Redstone,
are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
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The Common Shares were acquired by the Reporting Persons pursuant
to a tax free spin-off to holders of record of Common Stock, par value $.50 per
share ("WMS Common Stock"), of WMS Industries Inc. ("WMS") as of March 31, 1998
(the "Record Date").
page 4 of 7
<PAGE>
Item 4. Purpose of Transaction.
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The Common Shares were acquired by the Reporting Persons pursuant
to a tax free spin-off from WMS on the basis of 1.19773 Common Shares of the
Issuer for each share of WMS Common Stock owned as of the Record Date. The
Reporting Persons may, at any time and from time to time, purchase additional
Common Shares of the Issuer and may dispose of any and all Common Shares of the
Issuer held by them. Notwithstanding the foregoing, the Reporting Persons have
no current plan or proposal which relates to, or would result in, any of the
actions enumerated in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a) NAI is currently the beneficial owner, with sole dispositive
and voting power, of 4,172,771 shares, or approximately
10.8%, of the issued and outstanding Common Shares of the
Issuer (based on the number of Common Shares that were
reported by the Issuer to be issued and outstanding as of
the Record Date).
(b) Mr. Sumner M. Redstone is currently the beneficial owner,
with sole dispositive and voting power, of 4,182,065 shares,
or approximately 10.9%, of the issued and outstanding Common
Shares of the Issuer (based on the number of Common Shares
that were reported by the Issuer to be issued and
outstanding as of the Record Date). As a result of his stock
ownership in NAI, Mr. Sumner M. Redstone is deemed the
beneficial owner of an additional 4,172,771 shares of the
issued and outstanding Common Shares of the Issuer, for a
total of 8,354,836 Common Shares, or approximately 21.7% of
the issued and outstanding Common Shares of the Issuer
(based on the number of Common Shares that were reported by
the Issuer to be issued and outstanding as of the Record
Date).
(c) Ms. Shari Redstone, a director and executive officer of NAI,
is currently the beneficial owner, with sole dispositive and
voting power of 9,581 shares, or less than 1% of the issued
and outstanding Common Shares of the Issuer (based on the
number of Common Shares that were reported by the Issuer to
be issued and outstanding as of the Record Date).
(d) Mr. Philippe P. Dauman, a director of NAI, is currently the
beneficial owner, with sole dispositive and voting power of
5,988 shares, or less than 1% of the issued and outstanding
Common Shares of the Issuer (based on the number of Common
Shares that were reported by the Issuer to be issued and
outstanding as of the Record Date).
(e) Mr. George Abrams, a director of NAI, is currently the
beneficial owner, with sole dispositive and voting power of
2,395 shares, or less than 1% of the issued and outstanding
Common Shares of the Issuer (based on the number of Common
Shares that were reported by the Issuer to be issued and
outstanding as of the Record Date).
Page 5 of 7
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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.
April 16, 1998 /S/ Sumner M. Redstone
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Sumner M. Redstone,
Individually
National Amusements, Inc.
By: /S/ Sumner M. Redstone
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Sumner M. Redstone,
Chairman, President and
Chief Executive Officer
Page 6 of 7
<PAGE>
Schedule I
Executive Officers
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name and Address
of Corporation or
Business or Principal Occupation Other Organization
Name Residence Address or Employment in which Employed
- ---- ----------------- --------------------- -------------------
Sumner M. Viacom Inc. Chairman of the Board, Chief National Amusements, Inc.
Redstone* 1515 Broadway Executive Officer of Viacom 200 Elm Street
New York, NY l0036 Inc., Chairman of the Board, Dedham, MA 02026
President and Chief Executive
Officer of National
Amusements, Inc.
Shari Redstone* National Amusements, Inc. Executive Vice President of National Amusements, Inc.
200 Elm Street National Amusements, Inc. 200 Elm Street
Dedham, MA Dedham, MA 02026
Jerome Magner National Amusements, Inc. VP and Treasurer of National National Amusements, Inc.
200 Elm Street Amusements, Inc. 200 Elm Street
Dedham, MA 02026 Dedham, MA 02026
</TABLE>
<TABLE>
<CAPTION>
DIRECTORS
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<S> <C> <C> <C>
George S. Abrams Winer & Abrams Attorney Winer & Abrams
60 State Street 60 State Street
Boston, MA 02109 Boston, MA 02109
David Andelman Lourie and Cutler Attorney Lourie and Cutler
60 State Street 60 State Street
Boston, MA 02109 Boston, MA 02109
Philippe P. Viacom Inc. Deputy Chairman, Executive Viacom Inc.
Dauman 1515 Broadway Vice President, General 1515 Broadway
New York, NY l0036 Counsel and Chief New York, NY l0036
Administrative Officer of
Viacom Inc.
Martin Davis Wellspring Associates Inc. President of Wellspring Wellspring Associates Inc.
620 Fifth Avenue Associates 620 Fifth Avenue
New York, NY 10020 New York, NY 10020
Brent D. c/o Showtime Networks Inc. Director of National National Amusements, Inc.
Redstone 8101 E. Prentice Avenue Amusements, Inc. 200 Elm Street
Suite 704 Dedham, MA 02026
Englewood, CO 80111
Phyllis Redstone 98 Baldpate Hill Road N/A N/A
Newton Centre, MA 02159
(Residence)
<FN>
- -------------------
*Also a Director
</FN>
</TABLE>
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