SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 48)
Under the Securities Exchange Act of 1934
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: (781) 461-1600
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
July 27, 2005
(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(e), 13d-1(f), or 13d-1(g), check the following
box |_|.
Check the following box if a fee is being paid with this Statement |_|.
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Sumner M. Redstone
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
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|_| (b)
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
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(5) Check 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
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Number of Shares (7) Sole Voting Power 0*
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Beneficially
(8) Shared Voting Power 0*
Owned by Each -------------------
Reporting (9) Sole Dispositive Power 1,300,000***
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Person With
(10) Shared Dispositive Power 3,483,900**
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,783,900**
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|X|
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(13) Percent of Class Represented by Amount in Row (11) 15.28 percent
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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.
*** Does not include 7,900 shares owned by Mr. Sumner Redstone's wife, Mrs.
Paula Redstone, over which she has sole dispositive and voting power.
(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 a Group (See Instructions)
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|_| (b)
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) N/A
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(5) Check 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 Maryland
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Number of Shares (7) Sole Voting Power 0*
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Beneficially
(8) Shared Voting Power 0*
Owned by Each -------------------
Reporting (9) Sole Dispositive Power 0
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Person With
(10) Shared Dispositive Power 3,483,900
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,483,900
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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) 11.12%
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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.
Item 1. Security and Issuer.
This Amendment No. 48 amends the Statement on Schedule 13D previously filed with
the SEC by Mr. Sumner M. Redstone and National Amusements, Inc. ("NAI") with
respect to the voting common stock, $.50 par value per share (the "Common
Shares"), of WMS Industries Inc. (the "Issuer") as follows:
Item 5. Interest in Securities of the Issuer.
(a) NAI is currently the beneficial owner, with shared dispositive
and no voting power of 3,483,900 Common Shares, or approximately
11.12%, of the issued and outstanding Common Shares of the Issuer
(based on the number of Common Shares that were reported to be
issued and outstanding as of May 9, 2005).
(b) Mr. Sumner M. Redstone is currently the beneficial owner, with
sole dispositive and no voting power, of 1,300,000 Common Shares,
or approximately 4.15%, 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
May 9, 2005). As a result of his stock ownership in NAI, Mr.
Sumner M. Redstone is deemed the beneficial owner of an
additional 3,483,900 Common Shares of the issued and outstanding
Common Shares of the Issuer, for a total of 4,783,900 Common
Shares, or approximately 15.28%, 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 May 9, 2005).
The lack of 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 of this Statement.
Item 6. Contracts, Arrangements, Understandings or Relationship to
Securities of the Issuer
Item 6 is hereby amended and supplemented as follows:
On August 24, 1995, Mr. Sumner Redstone and National Amusements
entered into a Voting Proxy Agreement relating to any and all shares of common
stock of the Issuer (the "Agreement"). The Voting Proxy Agreement was reported
on Amendment No. 19 to Schedule 13D. On July 27, 2005, an Amendment, to the
Agreement was signed by and between Messrs. Sumner M. Redstone, Neil D.
Nicastro,National Amusements,Inc. and WMS Industries Inc. extending the term
of the Agreement until August 24, 2010. The Amendment is effective as of
July 20, 2005. A copy of the Amendment is annexed hereto as Exhibit 2.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1
A joint filing agreement between Mr. Sumner M. Redstone and National Amusements,
Inc. is attached hereto as Exhibit 1.
Exhibit 2
Amendment to Voting Proxy Agreement by and between Messrs. Sumner M. Redstone,
Neil D. Nicastro, National Amusements, Inc. and WMS Industries, Inc. is attached
hereto as Exhibit 2.
Signatures
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After reasonably 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(k)(1), each of the undersigned agrees that this statement
is filed on behalf of each of us.
August 2, 2005 /s/ Sumner M. Redstone
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Sumner M. Redstone,
Individually
National Amusements, Inc.
By: /s/ Sumner M. Redstone
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Name: Sumner M. Redstone,
Title: Chairman and Chief
Executive Officer
EXHIBIT 1
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JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13D, dated November
21, 1985 (the "Schedule 13D"), with respect to the common stock, $.50 par value
per share (the "Common Shares"), of WMS Industries Inc. (the "Issuer") is, and
any amendments executed by us shall be, filed on behalf of each of us pursuant
to and in accordance with the provisions of Rule 13d- 1(k) under the Securities
Exchange Act of 1934, as amended, and that this Agreement shall be included as
an exhibit to the Schedule 13D and each such amendment. Each of the undersigned
agrees to be responsible for the timely filing of the Schedule 13D and any
amendments thereto, and for the completeness and accuracy of the information
concerning itself contained therein. This agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the undersigned have executes this Agreement as of the 30th
day of July, 2002.
NATIONAL AMUSEMENTS, INC.
By: /s/ Sumner M. Redstone
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Name: Sumner M. Redstone
Title: Chairman and
Chief Executive Officer
By: /s/ Sumner M. Redstone
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Sumner M. Redstone
Individually
EXHIBIT 2
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AMENDMENT TO
VOTING PROXY AGREEMENT
This AMENDMENT TO VOTING PROXY AGREEMENT (this "Amendment") is entered into
as of this 20th day of July, 2005 ("Effective Date") and amends the Voting
Proxy Agreement executed on August 25, 1995 by and between Sumner M. Redstone,
an individual ("Redstone"), National Amusements, Inc., a Maryland corporation
("NAI" and collectively with Redstone, the "Shareholders"), WMS Industries
Inc., a Delaware corporation (the "Company"), and Louis J. Nicastro and Neil D.
Nicastro, individuals, as amended by that certain First Amendment to Voting
Proxy Agreement dated as of October 23, 2002 by and among the Company, the
Shareholders, Louis J. Nicastro and Neil D. Nicastro (the "Agreement").
RECITALS
A. The Agreement will expire in accordance with its terms on August 24, 2005.
B. The parties wish to amend and extend the Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the parties agree as follows:
1. TERM. Section 2.6 of the Agreement is hereby deleted in its entirety
and replaced with the following:
"Unless sooner terminated as provided in paragraphs 2.3 through 2.5
hereof, this Agreement shall continue in force until midnight, central
time, on August 24, 2010 (hereinafter the "Voting Proxy Term"). The
parties may agree to further extend this Agreement at any time prior
to expiration of the Voting Proxy Term."
2. NOTICES. Section 6.12 of the Agreement is hereby deleted in its
entirety and replaced with the following:
"All notices or communications hereunder shall be in writing and sent
to the following addresses or at such other addresses as the parties
may designate from time to time:
If to the Shareholders: Sumner M. Redstone
c/o National Amusements, Inc.
200 Elm Street
Dedham, MA 02026
Facsimile: 781 461-1412
Attn: Tilly Berman
National Amusements, Inc.
200 Elm Street
Dedham, MA 02026
Facsimile: 781 461-1412
Attn: General Counsel
If to the Company: WMS Industries Inc.
800 South Northpoint Blvd.
Waukegan, Illinois 60085
Facsimile: 847-785-3901
ATTN: General Counsel and
Secretary
If to Neil D. Nicastro: Neil D. Nicastro
c/o WMS Industries Inc.
800 South Northpoint Blvd.
Waukegan, Illinois 60085
Facsimile: 847-785-3787
If to Nevada Board Chairman: Dennis K. Neilander, Chairman
State Gaming Control Board
1919 E. College Parkway
Carson City, NV 89706
Facsimile: 775-687-5817
3. CONSTRUCTION. Capitalized terms used in this Amendment without
definition shall have the meanings set forth in the Agreement. If any
conflict arises between the terms of this Amendment and the terms
of the Agreement, this Amendment shall control. Except as otherwise
provided in this Amendment, the terms of the Agreement shall remain
in full force and effect. This Amendment may be executed in any number
of counterparts, each of which shall constitute an original.
IN WITNESS WHEREOF, the Parties hereto have signed this Amendment as of the
day and year first above written.
/s/ Sumner M. Redstone /s/ Neil D. Nicastro
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Sumner Redstone Neil D. Nicastro
National Amusements, Inc. WMS Industries Inc.,
a Maryland corporation a Delaware corporation
By: /s/ Richard J. Sherman By: /s/ Brian D. Gamache
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Print name: Richard J. Sherman Print name: Brian D. Gamache
Title: Vice President and Title: President and Chief
Assistant Secretary Executive Officer