UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 57)*
 
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 9, 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)
 
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
 
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
 
2,414,955***
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,414,955***
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)
 
4.90%
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 8 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
 
2,414,955
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,414,955
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)
 
4.90%
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 8 Pages
 
Item 1.  
Security and Issuer
 
This Amendment No. 57 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
 
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 2,414,955 Common Shares, or approximately 4.90% 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 2,414,955 Common Shares, or approximately 4.90% of the issued and outstanding Common Shares of the Issuer.
 
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 this Statement.
 
(c)           The transactions effected since the filing of Amendment No. 56 to this Statement on Schedule 13D with the Securities and Exchange Commission on April 9, 2009.  (The transactions were executed by J.P. Morgan Securities Inc., New York, NY):
 
The following sales were made by National Amusements, Inc. on April 9, 2009:
 
Price
Number of Shares
24.390
1,500
24.380
900
24.370
300
24.350
2,900
24.330
2,400
24.310
100
24.300
8,900
24.290
3,637
24.280
2,400
24.270
900
24.260
2,363
24.250
28,249
24.245
360
24.240
7,072
24.230
5,361
24.220
4,066
24.215
410
24.213
377
 
 
Page 4 of 8 Pages
 
 
Price
Number of Shares
24.210
14,338
24.200
33,194
24.195
100
24.190
3,839
24.185
86
24.180
6,239
24.170
3,239
24.160
6,180
24.150
16,700
24.145
200
24.140
8,785
24.130
11,162
24.120
20,123
24.115
100
24.110
11,871
24.105
2,000
24.100
20,561
24.099
100
24.095
600
24.090
12,476
24.080
25,267
24.070
16,459
24.065
300
24.060
22,853
24.050
26,787
24.045
400
24.040
11,896
24.035
200
24.030
9,700
24.020
11,414
24.015
100
24.010
7,354
24.000
43,082
23.990
800
23.980
600
23.970
1,000
23.960
4,300
23.950
3,200
23.940
4,200
23.930
1,765
23.920
1,200
23.910
1,400
23.900
6,635
TOTAL SHARES SOLD
445,000

 
Page 5 of 8 Pages
 
 
(e)           On April 9, 2009, each of NAI and Mr. Sumner M. Redstone ceased to be the beneficial owner of more than five percent of the Common Shares of the Issuer.
 
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 6 of 8 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 10, 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 7 of 8 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 10th 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  
         
 


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