UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 26)
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
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
July 30, 2002
(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(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this
statement / /.
CUSIP No. 969-901-107 Page 1 of 4 Pages
Schedule 13D/A
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(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
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S.S. No.
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(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a)
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/ / (b)
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions)
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(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).
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(6) Citizenship or Place of Organization
United States
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Number of (7) Sole Voting Power 0*
Shares ----------------------
Beneficially (8) Shared Voting Power 0*
Owned by ---------------------
Each (9) Sole Dispositive Power 3,085,700
Reporting ---------------------
Person With (10) Shared Dispositive Power 3,483,900**
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,569,300**
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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) 20.5%*
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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.
CUSIP No. 969-901-107 Page 2 of 4 Pages
Schedule 13D/A
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(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 Group (See
Instructions)
/ / (a)
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/ / (b)
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions) N/A
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(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).
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(6) Citizenship or Place of Organization Maryland
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Number of (7) Sole Voting Power 0*
Shares ---------------------------
Beneficially (8) Shared Voting Power 0*
Owned by ---------------------------
Each (9) Sole Dispositive Power 0
Reporting ---------------------------
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) 10.9%
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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.
Page 3 of 4 Pages
Item 1. Security and Issuer.
--------------------
This Amendment No. 26 amends the Statement on Schedule
13D previously filed by Mr. Sumner M. Redstone and National
Amusements, Inc. ("NAI") with respect to the 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 amended as follows:
The third full paragraph of Item 2 (as restated in
Amendment 22) is deleted and replaced with the following
paragraph:
"NAI, a Maryland corporation has its principal office
at 200 Elm Street, Dedham, Massachusetts 02026. NAI's principal
businesses are owning and operating movie theaters in the United
States, the United Kingdom and South America and holding the
common stock of NAIRI, Inc., a Delaware corporation. Mr.
Redstone holds approximately 83% of the voting securities of NAI
as a voting trustee of various trusts."
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 is hereby amended as follows:
(a) NAI is currently the beneficial owner, with shared dispositive
and no voting power, of 3,483,900 Common Shares, or approximately
10.9%, 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, 2002).
(b) Mr. Sumner M. Redstone is currently the beneficial owner,
with sole dispositive and no voting power, of 3,085,700
Common Shares, or approximately 9.6%, 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 on as of May 10, 2002). 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 6,569,600
Common Shares, or approximately 20.5% 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 May 10, 2002).
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.
Transactions effected within the past sixty (60) days:
On July 30, 2002, Mr. Sumner M. Redstone transferred 3,085,700
shares to Phyllis G. Redstone pursuant to a Settlement of
Divorce.
Item 7. Material to Be Filed as Exhibits
--------------------------------
A joint filing agreement between Mr. Sumner M. Redstone
and National Amusements, Inc. is attached hereto as Exhibit 1.
Page 4 of 4 Pages
Signatures
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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(k)(1), each of the undersigned agrees that this statement is
filed on behalf of each of us.
July 31, 2002 /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