Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 56)*
 
WMS INDUSTRIES INC.
(Name of Issuer)
 
 
COMMON STOCK
(Title of Class of Securities)
 
 
969-901-107
(CUSIP Number)
 
Sumner M. Redstone
846 University Ave.
Norwood, Massachusetts 02062
Telephone:  (781) 461-1600
(Name, Address and Telephone Number of Person Authorized
 to Receive Notices and Communications)
 
 
April 8, 2009
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(e), Rule 13d-1(f) or Rule 13d-l(g), check the following box o.
 
NOTE:  Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Note).
 
 
 
SCHEDULE 13D/A
 
CUSIP No.  969-901-107
  
 
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
SUMNER M. REDSTONE
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
  
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
0*
9
SOLE DISPOSITIVE POWER
 
0**
10
SHARED DISPOSITIVE POWER
 
2,859,955***
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,859,955***
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.80%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
*      Voting power subject to Voting Proxy Agreement described in Item 6 of this Statement.
 
**    Does not include 11,850 shares owned by Mr. Sumner Redstone’s wife, Mrs. Paula Redstone, over which she has sole dispositive and voting power.
 
***  Includes shares owned by National Amusements, Inc.
Page 2 of 10 Pages
 
SCHEDULE 13D/A
 
CUSIP No.  969-901-107
  
 
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
NATIONAL AMUSEMENTS, INC.
I.R.S. No. 04-2261332
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
  
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Maryland
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0*
8
SHARED VOTING POWER
 
0*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,859,955
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,859,955
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.80%
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
*      Voting power subject to Voting Proxy Agreement described in Item 6 of this Statement.
 
Page 3 of 10 Pages
 
Item 1.
Security and Issuer
 
This Amendment No. 56 amends the Statement on Schedule 13D previously filed with the SEC by Mr. Sumner M. Redstone, National Amusements, Inc. (“NAI”) and the Sumner M. Redstone Charitable Foundation (u/t/d August 26, 1986) with respect to the voting common stock, $.50 par value per share (the “Common Shares”), of WMS Industries Inc. (the “Issuer”) as follows:
 
Item 2.
Identity and Background
 
Item 2 is hereby amended by deleting the Sumner M. Redstone Charitable Foundation as a filing person.
 
Item 4.
Purpose of Transaction
 
Item 4 is hereby amended and replaced in its entirety with the following:
 
“The securities have been acquired for the purpose of investment.  Subject to market conditions, the Reporting Persons may, at any time and from time to time, choose to maintain its current level of ownership or dispose of additional Common Shares of the Issuer held by them.  Any sales of securities of WMS will be made in the open market, in privately negotiated transactions or otherwise.  Except as described above, 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
 
Item 5 is hereby amended and replaced in its entirety with the following:
 
(a)           NAI is currently the beneficial owner, with shared dispositive and no voting power, of 2,859,955 Common Shares, or approximately 5.80% of the issued and outstanding Common Shares of the Issuer (based on 49,323,525 shares of Common Shares that were reported to be issued and outstanding as of January 30, 2009).
 
(b)           As a result of his stock ownership in NAI, Mr. Sumner M. Redstone is deemed the beneficial owner with no voting power of 2,859,955 Common Shares, or approximately 5.80% of the issued and outstanding Common Shares of the Issuer.
 
(c)           Transactions effected since the filing of Amendment No. 55 to this Statement on Schedule 13D with the Securities and Exchange Commission on July 28, 2008.  (The transactions were executed by J.P. Morgan Securities Inc., New York, NY):
 
The following sales were made by National Amusements, Inc. on April 8, 2009:
 
Price
Number of Shares
22.600
216,272
22.610
45,441
22.620
35,385
22.625
100
 
Page 4 of 10 Pages
 
Price
Number of Shares
22.630
6,819
22.640
54,762
22.650
23,300
22.660
6,300
22.670
9,938
22.680
5,500
22.690
2,146
22.700
32,223
22.710
8,700
22.720
4,600
22.730
2,600
22.740
10,100
22.750
6,700
22.760
1,800
22.770
4,700
22.780
26,224
22.790
3,272
22.800
50,600
22.803
100
22.805
500
22.810
27,100
22.815
600
22.820
28,300
22.825
500
22.830
21,070
22.835
100
22.840
19,658
22.845
600
22.850
29,000
22.855
600
22.860
20,282
22.865
400
22.870
15,730
22.875
300
22.880
11,600
22.885
1,400
22.890
9,500
22.895
300
22.900
19,800
22.910
18,900
22.920
21,967
22.925
300
22.930
19,653
22.930
100
22.940
19,091
22.945
800
22.950
25,100
22.955
400
22.960
17,400
 
Page 5 of 10 Pages
 
Price
Number of Shares
22.965
200
22.970
16,100
22.975
400
22.980
11,803
22.990
11,342
23.000
18,100
23.010
3,078
23.020
1,500
23.030
100
23.040
500
23.050
100
23.060
200
23.100
500
23.120
200
23.130
200
23.150
1,600
23.160
700
23.170
1,100
23.180
1,200
23.190
1,400
23.200
1,300
23.205
200
23.210
200
23.220
300
23.230
824
23.240
100
23.250
6,700
23.260
1,800
23.270
400
23.280
1,200
23.290
2,400
23.300
13,120
23.310
6,400
23.320
3,854
23.330
4,131
23.335
100
23.340
769
23.345
400
23.350
1,600
23.360
2,600
23.370
1,400
23.380
3,200
23.390
700
23.400
3,900
23.410
700
23.420
1,500
23.430
1,400
23.440
2,100
23.450
908
 
Page 6 of 10 Pages
 
Price
Number of Shares
23.455
492
23.460
500
23.470
900
23.480
100
23.500
9,800
23.510
1,500
23.530
300
23.540
2
23.560
1,100
23.570
700
23.590
1,000
23.630
1,600
23.640
1,573
23.645
100
23.650
2,327
23.660
2,700
23.670
2,356
23.680
2,644
23.690
3,044
23.700
700
23.710
854
23.720
1,100
23.730
5,800
23.740
800
23.750
627
23.760
1,750
23.770
700
23.790
470
23.800
100
23.820
600
23.830
299
23.840
900
23.850
400
23.860
400
23.870
300
23.880
200
23.920
600
23.940
700
23.950
200
23.960
300
23.970
600
23.980
700
23.990
1,700
24.000
1,400
24.005
300
24.010
400
24.015
600
24.020
200
24.030
200
 
Page 7 of 10 Pages
 
Price
Number of Shares
24.040
1,144
24.050
656
24.060
1,700
24.070
1,014
24.080
86
24.090
300
24.100
1,600
24.110
1,600
24.120
900
24.125
100
24.130
2,800
24.140
6,200
24.150
9,085
24.160
7,084
24.165
100
24.170
6,460
24.175
500
24.180
2,401
24.190
2,999
24.195
100
24.200
4,629
24.205
100
24.210
1,700
24.220
842
24.230
200
24.240
900
24.250
200
24.260
1,200
24.280
700
24.310
200
24.320
100
24.340
200
TOTAL SHARES SOLD
1,137,600

 
Item 7.
Materials to be Filed as Exhibits

 
Exhibit No.
Description
 
1
Joint Filing Agreement between National Amusements, Inc. and Mr. Sumner M. Redstone
 
 
Page 8 of 10 Pages
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:
 
April 9, 2009   SUMNER M. REDSTONE  
         
         
 
   /s/ Sumner M. Redstone  
    Sumner M. Redstone,  
    Individually  
         
 
 
    NATIONAL AMUSEMENTS, INC.  
         
         
 
   /s/ Sumner M. Redstone  
    Name:  Sumner M. Redstone  
    Title:  Chairman of the Board and Chief Executive Officer
         
 
 
 
 
 
 
Page 9 of 10 Pages
 
EXHIBIT 1
 
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, par value $.50 per share, of WMS Industries Inc. 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 executed this Agreement as of the 9th day of April, 2009.
 
 
    NATIONAL AMUSEMENTS, INC.  
         
         
 
   /s/ Sumner M. Redstone  
    Name:  Sumner M. Redstone  
    Title:  Chairman of the Board and Chief Executive Officer
         
 
 
    SUMNER M. REDSTONE  
         
         
 
   /s/ Sumner M. Redstone  
    Sumner M. Redstone,  
    Individually  
         
 

 
 
Page 10 of 10 Pages