SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 38)
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)
June 29, 2004
(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 |_|.
Page 1 of 8
(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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(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 5,324,300***
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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 8,808,200**
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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) 29.26 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.
Page 2 of 8
** 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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(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) 11.57%
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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. 38 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
11.57%, 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 10, 2004).
(b) Mr. Sumner M. Redstone is currently the beneficial owner, with
sole dispositive and no voting power, of 5,324,300 Common Shares,
or approximately 17.68%, 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 10, 2004). 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 8,808,200 Common
Shares, or approximately 29.26%, 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 10, 2004).
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 Relationships with Respect
to Securities of the Issuer.
On June 29, 2004 (the "Trade Date"), Mr. Sumner M. Redstone entered into a Share
Forward Transaction (the "Transaction") with an unrelated third party ("Buyer")
relating to 600,000 shares of common stock of the Issuer, pursuant to which Mr.
Redstone has transferred some of the economic risk of owning the shares to
Buyer. The confirmation relating to the Transaction is attached hereto as
Exhibit 2. The Transaction will be settled in six equal tranches of 100,000
shares three currency business days after: September 8, 2005 with respect to
tranche 1; September 15, 2005 with respect to tranche 2; September 22, 2005 with
respect to tranche 3; October 6, 2005 with respect to tranche 4; October 13,
2005 with respect to tranche 5; and October 20, 2005 with respect to tranche 6
(the number of shares of common stock of the Issuer with respect to which each
settlement relates being the "Reference Amount" for that settlement). The
Transaction specifies a "Contingency Price" of $33.29 per share and a "Forward
Floor Price" of $21.625 per share. On each settlement date, Mr. Redstone, unless
he has elected cash settlement as described in the following sentence, will
deliver to Buyer: (i) if the "Settlement Price" (a market-based price as
determined under the terms of the Transaction) for such settlement date is
greater than the Contingency Price, a number of shares equal to the Reference
Amount for that settlement date; and (ii) if the Settlement Price is less than
or equal to the Contingency Price, a number of shares equal to the Reference
Amount for that settlement date plus an additional number of shares (the
"Contingently Cash-Settled Delivery Amount") equal to (a) such Reference Amount
multiplied by (b) the lesser of (x) the Contingency Price minus the Settlement
Price and (y) the excess of the Contingency Price over the Forward Floor Price,
divided by (c) the Settlement Price (except that if the Settlement Price is less
than or equal to $10.00, Mr. Redstone shall deliver the Reference Amount of
shares and make a cash payment to the Buyer in respect of the Contingently
Cash-Settled Delivery Amount). In lieu of delivering shares, Mr. Redstone may
elect cash settlement for any tranche. Mr. Redstone will receive a prepayment
from Buyer in the amount of $19,974,000 within three currency business days of
the Trade Date. The proceeds of the transaction are to be used for investment
purposes.
In connection with the Transaction, Mr. Redstone will deposit and maintain
600,000 shares of common stock of the Issuer, and additional cash or securities
with a value, after applicable haircuts, of $6,999,000, in a collateral account,
maintained by the Buyer, to secure his obligations pursuant to the Transaction.
He has also entered into an arrangement beginning on July 30, 2004, pursuant to
which Buyer can cause the collateral to be loaned either to itself or to others.
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
A share forward agreement between Mr. Sumner M. Redstone and Bear Stearns Bank
plc 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.
June 30, 2004 /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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DATE: June 30, 2004
TO: Mr. Sumner M. Redstone
c/o National Amusements, Inc.
200 Elm Street
Dedham, MA 02026-4536
TELEPHONE: 212-258-6310
FACSIMILE: 212-258-6311
FROM: Derivatives Documentation
TELEPHONE: 212-272-2711
FACSIMILE: 212-272-9857
SUBJECT: Equity Derivatives Draft Confirmation
REFERENCE NUMBER(S): NY30493
The purpose of this letter agreement is to confirm the terms and conditions of
the Transaction entered into on the Trade Date specified below (the
"Transaction") between Bear Stearns Bank plc ("Bear Stearns") and Mr. Sumner M.
Redstone ("Counterparty"). This letter agreement constitutes the sole and
complete Confirmation with respect to this Transaction.
1. Bear Stearns is an "Affiliate" for purposes of the Bear Stearns Account
Agreement (the "Account Agreement") among each and every Affiliate (as
defined in the Account Agreement) of Bear, Stearns & Co. Inc. and/or Bear,
Stearns Securities Corp. and Counterparty dated as of May 24, 2004 and
relating to account number 380-80847; therefore, this Transaction entitles
Bear Stearns to all of the rights and remedies in respect of this
Transaction set forth in the Account Agreement. These rights and remedies
are in addition to, and not in substitution for, those which may be set
forth in any account documentation relating to the account maintained by
Counterparty at the applicable Affiliate.
The parties agree that an agreement in the form of the 1992 ISDA Master
Agreement (Multicurrency-Cross Border) (the "Master Agreement") shall be
deemed to have been executed and delivered by the parties on the Trade Date
of the first Transaction that by its terms is intended to be governed by a
Master Agreement. All provisions contained in, or incorporated by reference
shall govern the Transaction referenced in this Confirmation, except as
expressly modified below; provided, however, that Sections 3, 4, 5 and 6 of
the Master Agreement shall not govern this Transaction. Subject to the
foregoing, this Confirmation shall supplement, form a part of and be subject
to the Master Agreement.
This Confirmation is subject to and incorporates the 2000 ISDA Definitions
(the "Definitions") and the 2002 Equity Derivatives Definitions (the "2002
Definitions"), each as published by ISDA. For purposes of the 2002
Definitions, this Transaction shall be a "Share Forward Transaction".
In the event of any inconsistency between this Confirmation and the
Definitions, 2002 Definitions, the Account Agreement or the Master
Agreement, this Confirmation shall prevail. In the event of any
inconsistency between the Master Agreement and the Account Agreement, the
Account Agreement shall prevail.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows
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NY30493
General Terms:
Trade Date: June 29, 2004
Seller: Counterparty
Buyer: Bear Stearns
Shares: Common shares of WMS Industries, Inc.
currently trading under the ticker symbol
"WMS"
Tranche: Each of the six portions of this Transaction
separately relating to a number of Shares
equal to the applicable Reference Amount
Reference Amount: Each Tranche shall have the relevant
Reference Amount specified below:
Tranche Reference Amount
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1 100,000
2 100,000
3 100,000
4 100,000
5 100,000
6 100,000
Aggregate Reference Amount: 600,000
Variable Obligation: Applicable
Prepayment: Applicable
Prepayment Amount: USD19,974,000.00
Prepayment Date: Three Currency Business Days after the Trade
Date
Forward Floor Price: USD 21.625
Forward Cap Price: Not Applicable
Contingency Price: USD 33.29
Exchange: The New York Stock Exchange, Inc.
Related Exchange(s): All Exchanges
Clearance Systems: The Depository Trust Company (DTC)
Calculation Agent: Bear Stearns
Valuation:
Valuation Time: The Scheduled Closing Time
Page 3 of 9
NY30493
Valuation Dates: Each Tranche shall have the relevant
Valuation Date specified below:
Tranche Reference Amount
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1 8-Sep-05
2 15-Sep-05
3 22-Sep-05
4 6-Oct-05
5 13-Oct-05
6 20-Oct-05
Settlement Terms:
Physical Settlement: To be determined per "Settlement Method
Election"
Settlement Currency: USD
Settlement Dates: In respect of each Tranche, three Currency
Business Days after the relevant Valuation
Date; provided, however, that any Settlement
Date shall automatically be postponed so that
neither Bear Stearns nor any Affiliate
thereof would, after giving effect to such
settlement, be a "beneficial owner" (within
the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the
regulations promulgated thereunder) of more
than 9% of the aggregate amount of the Shares
outstanding.
Settlement Method Election: Applicable, subject to "Cash Settlement with
respect to the Contingently Cash-Settled
Payment Amount" below
Electing Party: Seller
Settlement Method Election In respect of each Tranche, the fifth
Dates: Scheduled Trading Day preceding the relevant
Valuation Date
Default Settlement Method: Physical Settlement, subject to "Cash
Settlement with respect to the Contingently
Cash-Settled Payment Amount" below
Contingently Cash-Settled An amount equal to (a) the Reference Amount
Payment Amount: multiplied by (b) the excess of the
Contingency Price over the Forward Floor
Price
Contingently Cash-Settled An amount equal to (a) the Reference Amount
Delivery Amount: multiplied by (b) the lesser of (x) the
Contingency Price minus the Settlement Price
and (y) the excess of the Contingency Price
over the Forward Floor Price divided by (c)
the Settlement Price
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NY30493
Number of Shares to be Section 9.5(c) of the 2002 Definitions shall
Delivered: be amended and restated in its entirety as
follows:
Under a Share Forward Transaction for
which "Variable Obligation" is
applicable:
(i) If the Settlement Price is less than
or equal to the Contingency Price, a
number of Shares equal to the
Reference Amount plus the
Contingently Cash-Settled Delivery
Amount; and
(ii) If the Settlement Price is greater
than the Contingency Price, a number
of Shares equal to the Reference
Amount.
Cash Settlement with respect Notwithstanding anything set forth herein to
to the Contingently Cash- the contrary, if this Transaction is
Settled Payment Amount: Physically-settled, and if the Settlement
Price on the relevant Valuation Date is less
than or equal to USD 10.00, then in lieu of a
delivery by Counterparty of the portion of
the Number of Shares to be Delivered
consisting of the Contingently Cash-Settled
Delivery Amount, Counterparty shall pay on
the relevant Settlement Date USD cash in an
amount equal to the Contingently Cash-Settled
Payment Amount.
Settlement Terms if Cash Settlement is Applicable:
Settlement Prices: Each to be determined in accordance with the
2002 Definitions
Cash Settlement Payment Dates: In respect of each Tranche, three Currency
Business Days after the relevant Valuation
Date
Dividends: In respect of each Tranche of the Transaction, Seller shall pay Buyer
on each Dividend Payment Date an amount equal to the related Dividend Amount
multiplied by the Reference Amount.
Dividend Amount: In respect of the related Dividend Payment
Date, 100% of the gross cash dividend per
Share most recently declared by the Issuer to
holders of record of a Share, where the date
that the Shares have commenced trading
ex-dividend on the Exchange occurs during the
period from and including the immediately
prior Dividend Payment Date (or the Trade
Date in the case of the first Dividend
Payment Date) to but excluding the related
Dividend Payment Date.
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NY30493
Dividend Payment Dates: With respect to each Tranche of the
Transaction, each Currency Business Day
immediately following the day on which the
related Dividend Amount is paid by the
Issuer; provided that each Dividend Payment
Date shall occur during the Dividend Period
and that the last Dividend Payment Date shall
fall on the relevant Valuation Date.
Extraordinary Dividend: Not Applicable
Excess Dividend Amount: Not Applicable
Dividend Period: With respect of each Tranche, the period from
but excluding the Trade Date to and including
the relevant Valuation Date
Share Adjustments:
Method of Adjustments: Calculation Agent Adjustment; provided,
however, that any reference to "Number of
Shares" in Section 11.2(c) of the 2002
Definitions shall be replaced with "Reference
Amount".
Consequences for Merger Events:
Share-for-Share: Alternative Obligation; provided, however,
that any reference to "Number of Shares" in
Section 12.2(a) of the 2002 Definitions shall
be replaced with "Reference Amount".
Share-for-Other: Modified Calculation Agent Adjustment
Share-for-Combined: Component Adjustment
Determining Party: Buyer
Tender Offer: Applicable
Consequences of Tender Offers:
Share-for-Share: Alternative Obligation; provided, however,
that any reference to "Number of Shares" in
Section 12.2(a) of the 2002 Definitions shall
be replaced with "Reference Amount".
Share-for-Other: Modified Calculation Agent Adjustment
Share-for-Combined: Component Adjustment
Determining Party: Buyer
Nationalization, Insolvency or Cancellation and Payment
Delisting:
Determining Party: Buyer
Additional Disruption Events:
Change in Law: Applicable
Failure to Deliver: Applicable
Insolvency Filing: Applicable
Increased Cost of Stock
Borrow: Applicable
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Initial Stock Loan Rate: 0.00%
Hedging Party: Buyer
Determining Party: Buyer
Non-Reliance: Applicable
Agreements and Acknowledgements Applicable
Regarding Hedging Activities:
Additional Acknowledgements: Applicable
Additional Representations and Covenants of Counterparty.
(a) Counterparty represents and warrants to Bear Stearns (which representation
and warranty will be deemed repeated at all times during the period from and
including the Trade Date to and including the Settlement Date or Cash Settlement
Date (as the case may be)) that:
(i) the Shares pledged as Collateral under this Transaction and any Shares
delivered to Buyer hereunder in connection with this Transaction are not and
shall not be subject to any condition to or restriction on the ability of
the holder thereof to freely sell, assign or otherwise transfer such Shares,
including any contractual restriction, requirement for receipt of approval,
limitations on the status of transferees, deliveries of certifications,
opinions or other documents (other than a stock power or like instrument of
transfer), or requirement of registration or prospectus delivery;
(ii) Counterparty is not an "affiliate" of the Issuer within the meaning of
Rule 144 ("Rule 144") promulgated under the Securities Act of 1933, as
amended, or any successor rule, regulation or provision; and
(iii) Counterparty is not, as of the Trade Date and any date on which a
Settlement Method Election is made, in possession of any material non-public
information with respect to the Issuer.
(b) Counterparty shall deliver on or prior to each of (i) the Trade Date, (ii)
the Settlement Date or the Cash Settlement Date (as applicable) and (iii) upon
one week's notice to Counterparty, any other day as required by Bear Stearns, an
unqualified opinion from Shearman & Sterling (or another international law firm
of like stature) addressed to Bear Stearns (and if required by Bear Stearns, to
the Issuer and/or the transfer agent for the Shares) stating that Counterparty
is not on any such relevant date an "affiliate" of the Issuer within the meaning
of the Securities Act of 1933, as amended, and of Rule 144 promulgated
thereunder. Failure to deliver any such opinion shall constitute a Default with
respect to Counterparty under the Account Agreement if such failure remains
uncured on the third Currency Business Day following the date of required
delivery.
Events of Default.
For the avoidance of doubt and without limiting any obligations or liabilities
of Counterparty under the Account Agreement, any breach by Counterparty of
clause (a) or (b) under "Additional Representations of Counterparty" above shall
constitute a Default (as defined in the Account Agreement) under Section 6(e) of
the Account Agreement.
Collateral Provisions.
(a) On or before the Currency Business Day following the Trade Date,
Counterparty shall deliver to and at all times maintain with Bear Stearns as
collateral (i) Shares in number equal to the Aggregate Reference Amount and (ii)
cash or securities in a form acceptable to Bear Stearns with a haircut USD value
equal to (the value of any securities, including without limitation any
applicable haircuts applied thereto, being determined by Bear Stearns, provided
that such haircuts shall be consistent with the terms of the account agreement
dated as of September
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NY30493
15, 1993 among Counterparty, Bear, Stearns Securities Corp. and Bear, Stearns &
Co. Inc. with respect to account # 248-03709) (x) the excess of the Contingency
Price over the Forward Floor Price multiplied by (y) the Aggregate Reference
Amount.
(b) These Collateral Provisions shall be deemed a security agreement, and shall
be governed by the laws of the State of New York, without giving effect to the
conflicts or choice of law provisions thereof. The Counterparty hereby grants a
first priority continuing security interest in all Collateral provided hereunder
and in any and all substitutions therefor, proceeds thereof and distributions
thereon. These Collateral Provisions constitute a Credit Support Document and
the failure by a party to deliver or return Collateral in accordance with these
Collateral Provisions (if such failure is not remedied on or before the Local
Business Day after notice of such failure is given to such party) shall
constitute a Default for purposes of Section 6 of the Account Agreement with
respect to such party.
(c) Any Collateral to be held pursuant to these Collateral Provisions shall be
maintained subject to the Account Agreement.
(d) The parties agree that, notwithstanding this Confirmation or the Account
Agreement Bear Stearns may only borrow, repledge, use in its own business and
rehypothecate the Shares pledged by Counterparty as Collateral on the terms
agreed between the parties in the separate letter agreement relating to
securities lending arrangements dated as of June 30, 2004.
Agency. Counterparty acknowledges that Bear, Stearns & Co. Inc. ("BS&C") has
acted as agent for Counterparty solely for the purposes of arranging this
Transaction with its Affiliate, Bear Stearns and has acted as agent for Bear
Stearns (without accepting any liability for Bear Stearns's performance or
non-performance of Bear Stearns's obligations under the Transaction) in
connection with the execution of this confirmation on Bear Stearns's behalf.
This Confirmation is being provided by BS&C in such capacity. Upon your written
request, BS&C will furnish you with the time at which this Transaction was
entered into.
Non-Confidentiality. Notwithstanding any agreement or representation, written or
oral, made by either party in connection with this Transaction, each of the
parties (and each employee, representative, or other agent of the
aforementioned) may disclose to any and all persons, without limitation of any
kind, the tax treatment and tax structure of any Transaction hereunder and all
materials of any kind (including opinions or other analyses) that are provided
to it relating to such tax treatment and tax structure.
Additional Provisions
Non-Reliance. Each party represents to the other party that (a) it has not
received and is not relying upon any legal, tax, regulatory, accounting or other
advice (whether written or oral) of the other party regarding this Transaction,
other than representations expressly made by that other party in this
Confirmation and in the Account Agreement and (b) in respect of this
Transaction, (i) it has the capacity to evaluate (internally or through
independent professional advice) this Transaction and has made its own decision
to enter into this Transaction and (ii) it understands the terms, conditions and
risks of this Transaction and is willing to assume (financially and otherwise)
those risks. Counterparty acknowledges that Bear Stearns has advised
Counterparty to consult its own tax, accounting and legal advisors in connection
with this Transaction evidenced by this Confirmation and that the Counterparty
has done so.
Eligible Contract Participant. Each party represents that it constitutes an
"eligible contract participant" as such term is defined in Section 1(a)12 of the
Commodity Exchange Act, as amended.
Payment Date Netting. The parties agree that subparagraph (ii) of Section 2(c)
of the Master Agreement will not apply to any Transactions that are or will be
governed by the Master Agreement. Thus all amounts payable on the same date in
the same currency in respect of all Transactions shall be netted.
Governing Law. The laws of the State of New York, without reference to the
choice or conflicts of law principles thereof.
Page 8 of 9
NY30493
Termination Currency. USD shall be the Termination Currency.
Transfer. Bear Stearns may transfer its rights and obligations under this
Transaction, in whole or in part, to any of its Affiliates without
Counterparty's consent; provided that Counterparty does not provide to Bear
Stearns an opinion of recognized tax counsel or accountants that such transfer
could result in a substantial likelihood (a) of Counterparty being required to
withhold as a result of any tax and to "gross up" under the Account Agreement;
(b) that Counterparty could be withheld against, and that the transferee of Bear
Stearns would not be required to "gross up" under the Account Agreement; or (c)
of other adverse tax consequences to Counterparty.
Contact information. The addresses for notice to the parties shall be:
(a) Counterparty:
Mr. Sumner M. Redstone
c/o National Amusements, Inc.
200 Elm Street
Dedham, MA 02026-4536
(b) Bear Stearns:
Bear Stearns Bank plc
Block 8, Harcourt Centre
Charlotte Way
Dublin 2, Ireland
Tel (353-1) 402 6200
Fax (353-1) 402-6223
with a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179
Attention: Patrick Dempsey
This Confirmation may be executed in several counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument.
Counterparty hereby agrees to check this Confirmation and to confirm that the
foregoing correctly sets forth the terms of the Transaction by signing in the
space provided below and returning to Bear Stearns a facsimile of the
fully-executed Confirmation to 212-272-9857. For inquiries regarding U.S.
Transactions, please contact Robin Black by telephone at 212-272-6345. For all
other inquiries please contact Orlaith O'Dea by telephone at 353-1-402-6220.
Originals will be provided for your execution upon your request.
Page 9 of 9
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We are very pleased to have executed this Transaction with you and we look
forward to completing other transactions with you in the near future.
Very truly yours,
BEAR, STEARNS & CO. INC., AS AGENT FOR BEAR, STEARNS BANK PLC
By: /s/ Harry Engelman
--------------------------------
Name: Harry Engelman
Title: Senior Managing Director
Counterparty hereby agrees to, accepts and confirms the terms of the foregoing
as of the Trade Date.
Mr. Sumner M. Redstone
By: /s/ Mr. Sumner M. Redstone
--------------------------------