UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
(Amendment
No. 10)*
WMS
INDUSTRIES INC.
(Name
of
Issuer)
Common
Stock
(Title
of
Class of Securities)
969-901-107
(CUSIP
Number)
Louis
J.
Nicastro
Neil
D.
Nicastro
WMS
Industries Inc.
800
South
Northpoint Blvd.
Waukegan,
Illinois 60085
(847)
785-4000
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
November
20, 2006
(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 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 o.
*
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.
1
NAME OF REPORTING PERSON
Neil
D.
Nicastro
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a
o
b
x
3
SEC USE ONLY _____________________________________________________
4
SOURCE OF FUNDS *
Not
applicable
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
Mr.
Nicastro is a citizen of the United States of America.
NUMBER
OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7
SOLE
VOTING POWER:
71,532
8
SHARED
VOTING POWER:
Mr.
Nicastro does not share voting power over any shares of the Issuer.
9
SOLE
DISPOSITIVE POWER:
71,532
10
SHARED
DISPOSITIVE POWER:
Mr.
Nicastro does not share dispositive power over any shares of the
Issuer.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
71,532
12
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
____________.
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Based on 32,014,056 shares
of common stock outstanding as of October 18, 2006 as reported in the Issuer’s
proxy statement filed October 26, 2006:
Less
than 1%
14
TYPE
OF REPORTING PERSON
IN
ITEM
1:
SECURITY AND ISSUER
This
Amendment No. 10 amends the Statement on Schedule 13D (the “Statement”), as
amended by amendments previously filed by Louis J. Nicastro and Neil D. Nicastro
with respect to the common stock, par value $0.50 per share of the Issuer,
WMS
Industries Inc., a Delaware corporation, whose principal executive office is
located at 800 South Northpoint Blvd., Waukegan, Illinois 60085. On the items
specifically included below are amended, and the remainder of the Statement,
as
previously amended, is unchanged.
ITEM
2:
IDENTITY AND BACKGROUND
(a)
Neil
D. Nicastro
(b)
800
South Northpoint Blvd., Waukegan, Illinois 60085
(c)
Mr.
Nicastro is a member of the Board of Directors of WMS Industries Inc. whose
principal place of business is located at 800 South Northpoint Blvd., Waukegan,
Illinois 60085.
(d)
During the last 5 years, Mr. Nicastro has not been convicted in any criminal
proceeding.
(e)
During the last 5 years, Mr. Nicastro has not been a party to a civil proceeding
before a judicial or administrative body of competent jurisdiction resulting
in
a judgment, decree or final order enjoining future violation of, prohibiting
or
mandating activities subject to, federal or state securities laws or finding
any
violation with respect to such laws.
(f)
Mr.
Nicastro is a citizen of the United States of America.
ITEM
3:
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
| (a) |
4,424
of the shares were awarded on August 14, 2006 as restricted stock by
the
Issuer as compensation for serving as a member of the Board of Directors
of the Issuer and such restrictions will lapse upon Mr. Nicastro’s
departure from the Board of Directors, as long as such reporting person
provides 6 months notice or otherwise agreed by the Board of Directors;
|
| (b) |
14
of the shares were issued to Mr. Nicastro in connection with the spin-off
of one of WMS’ subsidiaries to WMS’ stockholders;
and
|
| (c) |
63,775
of the shares are currently subject to stock options which may be
exercised currently or within 60 days and such options were awarded
to Mr.
Nicastro by the Issuer as compensation for serving as a
director.
|
ITEM
5:
INTEREST IN SECURITIES OF THE ISSUER
As
previously reported, Mr. Nicastro was the proxy holder over certain shares
by
virtue of (1) a Voting Proxy Agreement (the “S. Redstone Voting Trust
Agreement”), effective as of August 25, 1995, among the Issuer, the Reporting
Persons, Sumner M. Redstone and National Amusements, Inc. and (2) a Voting
Proxy
Agreement (the “P. Redstone Voting Trust Agreement”), effective as of November
8, 2002, among the Issuer, the Reporting Persons, and Phyllis Redstone.
Effective November 20, 2006, Mr. Nicastro was replaced as proxy holder under
the
S. Redstone Voting Trust Agreement and effective October 18, 2006, Mr. Nicastro
was replaced as proxy holder under the P. Redstone Voting Trust
Agreement.
a.
Mr.
Nicastro is the beneficial owner of 71,532 shares or less than 1% of the common
stock issued and outstanding of the Issuer.
b.
Mr.
Nicastro has sole voting power and sole dispositive power over 71,532 shares
or
less than 1% of common stock of the Issuer.
c.
The
Reporting Person has not effected any transactions with respect to the Shares
during the past 60 days.
d.
N/A
e.
N/A
ITEM
6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
See
Item
5 above regarding the replacement of Mr. Nicastro as a proxy holder under the
P.
Redstone Voting Trust Agreement and the S. Redstone Voting Trust
Agreement.
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.
| |
|
|
| November 28, 2006 |
|
/s/ Neil
D.
Nicastro |
| |
By:
Neil D. Nicastro |
| |
|