-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VS0IOJdDhx8wFgzPpUQaOof21r83pj8+YoixDYJKMGeH7AdmB1mLs8KGbHPcet7t 8iFfWfXkTnlKFgFEYr9R9A== 0000913264-05-000103.txt : 20051028 0000913264-05-000103.hdr.sgml : 20051028 20051028195814 ACCESSION NUMBER: 0000913264-05-000103 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051027 FILED AS OF DATE: 20051028 DATE AS OF CHANGE: 20051028 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WMS INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000350077 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 362814522 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 800 S. NORTHPOINT BLVD. CITY: WAUKEGAN STATE: IL ZIP: 60085 BUSINESS PHONE: 847-785-3000 MAIL ADDRESS: STREET 1: 800 S. NORTHPOINT BLVD. CITY: WAUKEGAN STATE: IL ZIP: 60085 FORMER COMPANY: FORMER CONFORMED NAME: WILLIAMS ELECTRONICS INC DATE OF NAME CHANGE: 19870519 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: REDSTONE SUMNER M CENTRAL INDEX KEY: 0001204726 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08300 FILM NUMBER: 051164680 BUSINESS ADDRESS: STREET 1: 200 ELM STREET CITY: DEDHAM STATE: MA ZIP: 02026 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2005-10-27 0 0000350077 WMS INDUSTRIES INC /DE/ wms 0001204726 REDSTONE SUMNER M 0 0 1 0 Common Stock 2005-10-27 4 J 0 100000 24.86 D 0 D Common Stock 3483900 I By National Amusements, Inc. Common Stock 7900 I By Spouse Share Forward Transaction 2005-10-27 4 X 0 0.25 34.7 D Common Stock 100000 0 D This Report on Form 4 relates to the partial settlement of a share forward transaction (the "Forward Transaction") that the Reporting Person entered into on July 13, 2004 (the "Trade Date") with an unrelated third party (the "Buyer") and with respect to which the Reporting Person filed a Form 4 with the SEC on July 14, 2004. The Forward Transaction covered an aggregate of 400,000 shares of the Issuer and is to be settled in 4 equal tranches, each relating to 100,000 shares (each such amount, the "Reference Amount" for the relevant settlement date). The Forward Transaction specifies a "Contingency Price" of $34.70 per share and a "Forward Floor Price" of $21.625 per share. On each settlement date, the Reporting Person, 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 Forward T ransaction) for such settlement date is greater than the Contingency Price, a number of shares equal to the Reference Amount; and (ii) if the Settlement Price is less than or equal to the Contingency Price, a number of shares equal to the Reference Amount plus an additional number of shares (the "Contingently Cash-Settled Delivery Amount") equal to (a) the 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, the Reporting Person 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, the Reporting Person may elect cash settlement for any tranche. The Reporting Person received a prepayment from Buyer in the amount of $13,880,000 within 3 business days of the Trade Date, which proceeds the< /footnote> Reporting Person used for investment purposes. Pursuant to the foregoing arrangements, the Reporting Person will deliver to the Buyer 100,000 shares of Common Stock and to make a cash payment of $984,000 within 3 business days of October 27,2005, in connection with the settlement of the fourth tranche of the Forward Transaction. As a result of the above transation, codes S and K also apply to the transaction reported herein Transaction Code K also applies to this transaction reported herein The Transaction will be settled in four equal tranches of 100,000 shares of Common Stock three business days after each of the following: September 29, 2005, October 4, 2005, October 18, 2005 and October 27, 2005. Reporting Person(RP) disclaims beneficial Ownership of 7,900 shares owned by his wife at time of marriage. Tad Jankowski,Attorney for Sumner M. Redstone Power of Attorney 2005-10-28 -----END PRIVACY-ENHANCED MESSAGE-----