UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------------
SCHEDULE 13D
(Amendment No. 1)
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)
October 21, 1998
(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 if a fee is being paid with this statement / /.
<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
---------------------------------------------------------------------------
S.S. No.
---------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
/ / (a)
-----------------------------------------------------------------
/ / (b)
-----------------------------------------------------------------
(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).
------------------------------------------------------------
(6) Citizenship or Place of Organization United States
---------------------------------------
- --------------
Number of (7) Sole Voting Power 4,692,865
Shares ------------------------------
Beneficially (8) Shared Voting Power
Owned by ------------------------------
Each (9) Sole Dispositive Power 4,692,865
Reporting ------------------------------
Person With (10) Shared Dispositive Power
- -------------- ----------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,865,636*
---------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
-------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 23.69%
-------------------------
(14) Type of Reporting Person (See Instructions) IN
------------------------------
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.
---------------------------------------------------------------------------
I.R.S No. 04-2261332
---------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
/ / (a)
-----------------------------------------------------------------
/ / (b)
-----------------------------------------------------------------
(3) SEC Use Only
------------------------------------------------------------
(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).
------------------------------------------------------------
(6) Citizenship or Place of Organization Maryland
---------------------------------------
- --------------
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 With (10) Shared Dispositive Power
- -------------- ----------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,172,771
---------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
-------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 11.15%
-------------------------
(14) Type of Reporting Person (See Instructions) CO
------------------------------
Page 3 of 7
<PAGE>
Item 1. Security and Issuer.
--------------------
This Amendment No. 1 amends the Statement on Schedule 13D filed with
the SEC on April 15, 1998 by Mr. Sumner M. Redstone and National Amusements,
Inc. ("NAI") with respect to 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.
------------------------
Item 2 is hereby amended to reflect changes in Schedule I attached
hereto.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Item 3 is hereby amended and supplemented as follows:
The Common Shares were acquired by Mr. Redstone using personal funds.
Item 4. Purpose of Transaction.
-----------------------
Item 4 is hereby amended and supplemented as follows:
The Common Shares were acquired by Mr. Redstone 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 Common Shares so that their aggregate holding may exceed 25%, but not
equal or exceed 50% of the outstanding Common Shares.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5 is hereby amended as follows:
(a) NAI is currently the beneficial owner, with sole dispositive
and voting of 4,172,771 Common Shares, or approximately
11.15%, 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
September 15, 1998).
(b) Mr. Sumner M. Redstone is currently the beneficial owner,
with sole dispositive and voting power, of 4,692,865 shares,
or approximately 12.5%, 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 September 15, 1998). 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 8,865,63 Common Shares, or approximately 23.69% 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 September 15,
1998).
Page 4 of 7
<PAGE>
(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 September 15, 1998).
(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 September 15, 1998).
<TABLE>
<CAPTION>
Transactions effected since the filing of the Statement on Schedule
13D on April 15, 1998.
<S> <C> <C> <C>
DATE NO. OF SHARES PRICE WHERE AND HOW EXECUTED
---- ------------- ------- ----------------------
9/01/98 5,000 $10.0000 Bear, Stearns,
New York, New York
9/01/98 1,300 $10.0000 "
9/01/98 5,000 $10.1250 "
9/01/98 4,500 $10.2500 "
9/01/98 2,000 $10.5625 "
9/01/98 20,000 $10.6250 "
9/01/98 5,000 $11.0625 "
9/01/98 5,000 $11.2500 "
9/02/98 6,000 $11.5000 "
9/02/98 100 $11.4375 "
9/02/98 1,600 $11.3125 "
9/02/98 2,300 $11.3750 "
9/03/98 15,000 $11.0625 "
9/04/98 20,000 $11.2500 "
9/08/98 15,000 $12.0000 "
10/15/98 86,500 $10.1250 "
10/15/98 13,500 $10.2500 "
10/16/98 25,000 $11.0000 "
10/16/98 100,000 $11.1250 "
10/21/98 60,000 $12.0000 "
10/21/98 3,000 $12.5000 "
10/21/98 15,000 $12.6250 "
10/22/98 50,000 $12.5000 "
10/22/98 50,000 $12.2500 "
<FN>
All of the above transactions were purchases.
</FN>
</TABLE>
Page 5 of 7
<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.
October 22, 1998 /S/ Sumner M. Redstone
------------------------
Sumner M. Redstone,
Individually
National Amusements, Inc.
By: /S/ Sumner M. Redstone
------------------------
Name: Sumner M. Redstone,
Title: Chairman, President and
Chief Executive Officer
Page 6 of 7
<PAGE>
<TABLE>
<CAPTION>
Schedule I
Executive Officers
------------------
<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. Redstone* Viacom Inc. Chairman of the Board, National Amusements, Inc.
1515 Broadway Chief Executive Officer 200 Elm Street
New York, NY l0036 of Viacom Inc., Chairman Dedham, MA 02026
of the Board, President
and Chief Executive
Officer of National
Amusements, Inc.
Shari Redstone* National Amusements, Inc. Executive Vice President National Amusements, Inc.
200 Elm Street of National Amusements, 200 Elm Street
Dedham, MA 02026 Inc. Dedham, MA 02026
Jerome Magner National Amusements, Inc. VP and Treasurer of National Amusements, Inc.
200 Elm Street National Amusements, Inc. 200 Elm Street
Dedham, MA 02026 Dedham, MA 02026
DIRECTORS
----------
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. Dauman Viacom Inc. Deputy Chairman and Viacom Inc.
1515 Broadway Executive Vice President 1515 Broadway
New York, NY l0036 of Viacom Inc. New York, NY l0036
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. Redstone Davis, Graham and Stubbs, LLP Director of National National Amusements, Inc.
370 Seventeenth Street Amusements, Inc. 200 Elm Street
Suite 4700 Dedham, MA 02026
Denver, CO 80202
Phyllis Redstone 98 Baldpate Hill Road N/A N/A
Newton Centre, MA 02159
(Residence)
<FN>
- -------------------
*Also a Director
</FN>
</TABLE>
Page 7 of 7
