View:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
WHG RESORTS & CASINOS INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
929-24B-105
(CUSIP Number)
Sumner M. Redstone
200 Elm Street
Dedham, Massachusetts 02026
Telephone: (617) 461-1600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
April 21, 1997
(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 / /.
Check the following box if a fee is being paid with this statement / /.
Page 1 of 8
CUSIP No. 929-24B-105
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
- - --------------------------------------------------------------------------
S.S. No.
- - -------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
/ / (a)---------------------------------------------------------------
- - --------------------------------------------------------------------------
/ / (b)---------------------------------------------------------------
- - --------------------------------------------------------------------------
(3) SEC Use Only------------------------------------------------------
- - --------------------------------------------------------------------------
(4) Sources of Funds (See Instructions) N/A
-----------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).-------------------------------------------------------------
(6) Citizenship or Place of Organization United States
-----------------------------
- - ----------
Number of (7) Sole Voting Power 1,729,425
Shares -----------------------------
Beneficially (8) Shared Voting Power -----------------------------
Owned by
Each (9) Sole Dispositive Power 1,729,425*
Reporting ---------------------------
Person (10) Shared Dispositive Power 0
With ------------------------
- - ---------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,729,425
- - --------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)--------------------------------------------------------
- - --------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 28.58%
-------------------
(14) Type of Reporting Person (See Instructions) IN
------------------------
*Includes shares owned by National Amusements, Inc.
Page 2 of 8
CUSIP No. 929-24B-105
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
NATIONAL AMUSEMENTS, INC.
- - --------------------------------------------------------------------------
I.R.S. Identification No. 04-2261332
- - --------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
/ / (a)---------------------------------------------------------------
- - --------------------------------------------------------------------------
/ / (b)---------------------------------------------------------------
- - --------------------------------------------------------------------------
(3) SEC Use Only------------------------------------------------------
- - --------------------------------------------------------------------------
(4) Sources of Funds (See Instructions) N/A
-----------------------------
- - --------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e).----------------------------------------------------
(6) Citizenship or Place of Organization Maryland
-----------------------------
- - ----------
Number of (7) Sole Voting Power 870,975
Shares -----------------------------
Beneficially (8) Shared Voting Power 0
Owned by -----------------------------
Each (9) Sole Dispositive Power 870,975
Reporting --------------------------
Person (10) Shared Dispositive Power 0
With ------------------------
- - ----------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
870,975
- - --------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)--------------------------------------------------------
- - --------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 14.4%
------------------
(14) Type of Reporting Person (See Instructions) CO
----------------------
Page 3 of 8
Item 1. Security and Issuer.
-------------------
The class of equity securities to which this Statement on Schedule 13D
relates is the voting common stock, $.01 par value per share (the "Common
Shares"), of WHG Resorts & Casinos Inc. (the "Issuer"), a Delaware corporation,
with its principal executive office located at 6063 East Isla Verde Avenue,
Caroline, Puerto Rico 00979.
Item 2. Identity and Background.
-----------------------
This Statement is being filed by Mr. Sumner M. Redstone, and National
Amusements, Inc. ("NAI").
NAI 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, United Kingdom and South America and holding the common stock of
Viacom. 75% of the issued and outstanding shares of capital stock of NAI are
beneficially owned by Mr. Sumner M. Redstone, as trustee of various trusts.
Sumner M. Redstone is an individual whose business address is c/o National
Amusements, Inc., 200 Elm Street, Dedham, Massachusetts 02026. Mr. Redstone's
principal occupation is Chairman of the Board, President and Chief Executive
Officer of NAI and Chairman of the Board, Chief Executive Officer of Viacom Inc.
The executive officers and directors of NAI are set forth on Schedule I
attached hereto. Schedules I and II sets forth the following information with
respect to each such person:
(a) Name;
(b) Residence or business address; and
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted.
During the last five years, neither of the Reporting Persons nor any person
named in Schedules I, II and III attached hereto has been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
All of the directors of NAI, including Mr. Sumner M. Redstone, are citizens
of the United States.
Page 4 of 8
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The Common Shares were acquired by the Reporting Persons as a tax free
dividend to holders of record of Common Stock, par value $.50 per share ("WMS
Common Stock"), of WMS Industries Inc. ("WMS") as of March 31, 1997 (the "Record
Date").
Item 4. Purpose of Transaction.
----------------------
The Common Shares were acquired by the Reporting Persons as a tax free
dividend on the basis of one Common Share of the Issuer for each four shares of
WMS Common Stock owned as of the Record Date. The Reporting Persons may, at any
time and from time to time, purchase additional Common Shares of the Issuer and
may dispose of any and all Common Shares of the Issuer held by them.
Notwithstanding the foregoing, 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.
------------------------------------
(a) NAI is currently the beneficial owner, with sole dispositive and
shared voting power, of 870,975 shares, or approximately 14.4%,
of the issued and outstanding Common Shares of the Issuer (based
on the number of shares of WMS Common Stock that were reported by
WMS to be issued and outstanding as of the Record Date).
(b) Mr. Sumner M. Redstone is currently the beneficial owner, with
sole dispositive and voting power, of 858,450 shares, or
approximately 14.18%, of the issued and outstanding Common Shares
of the Issuer (based on the number of common shares of WMS that
were reported by the Issuer to be issued and outstanding as of
the Record Date). As a result of his stock ownership in NAI, Mr.
Sumner M. Redstone is deemed the beneficial owner of an
additional 870,975 shares of the issued and outstanding Common
Shares of the Issuer, for a total of 1,729,425 Common Shares, or
approximately 28.58% of the issued and outstanding Common Shares
of the Issuer (based on the number of shares of WMS Common Stock
that were reported by WMS to be issued and outstanding as of the
Record Date).
(c) Ms. Shari Redstone is currently the beneficial owner, with sole
dispositive and voting power of 2,000 shares, or approximately
.03% of the issued and outstanding Common Shares of the Issuer
(based on the number of shares of WMS Common Stock that were
reported by WMS to be issued and outstanding as of the Record
Date).
Page 5 of 8
(d) Mr. Philippe P. Dauman is currently the beneficial owner, with
sole dispositive and voting power of 1,250 shares, or .02% of the
issued and outstanding Common Shares of the Issuer (based on the
number of shares of WMS Common Stock that were reported by WMS to
be issued and outstanding as of the Record Date).
(e) Mr. George Abrams is currently the beneficial owner, with sole
dispositive and voting power of 500 shares, or .01% of the issued
and outstanding Common Shares of the Issuer(based on the number
of shares of WMS Common Stock that were reported by the Issuer to
be issued and outstanding as of the Record Date).
Page 6 of 8
Signatures
` ----------
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(f)(1), each of the undersigned agrees that this
statement is filed on behalf of each of us.
/s/ Sumner M. Redstone
April 30, 1997 ----------------------------------
Sumner M. Redstone,
Individually
National Amusements, Inc.
By: /s/ Sumner M. Redstone
-------------------------------
Sumner M. Redstone
Chairman, President and
Chief Executive Officer
Page 7 of 8
Schedule I
National Amusements, Inc.
Executive Officers
Name and Address
of Corporation or
Business or Principal Occupation Other Organization in
Name Residence Address or Employment Which Employed
- - ---- ----------------- -------------------- ------------------------
Sumner M. Redstone* Viacom Inc. Chairman of the Board, National Amusements, Inc.
1515 Broadway Chief Executive Officer 200 Elm Street
New York, NY 10036 of Viacom Inc., Chairman Dedham, MA 02026
of the Board, President
President, and Chief
Executive Officer of
National Amusements, Inc.
Shari Redstone* National Amusements, Inc. Executive Vice President National Amusements,
200 Elm Street of National Amusements, Inc.
Dedham, MA 02026 Inc. 200 Elm Street
Dedham, MA 02026
Jerome Magner National Amusements, Inc. Vice President and National Amusements, Inc.
200 Elm Street Treasurer of National 200 Elm Street
Dedham, MA 02026 Amusements, Inc. Dedham, MA 02026
DIRECTORS
George S. Abrams Winer & Abrams Attorney Winer & Abrams
60 State Street 60 State Street
Boston, MA 02109 Boston, MA 02109
David Andelman Lourie and Cutler Attorney Lourie and Cutler
60 State Street 60 State Street
Boston, MA 02109 Boston, MA 02109
Philippe P. Dauman Viacom International Inc. Deputy Chairman, Viacom Inc.
1515 Broadway Executive Vice 1515 Broadway
New York, NY 10036 President, General New York, NY 10036
Counsel and Chief
Administrative Officer
of Viacom Inc.
Martin Davis Wellspring Associates Inc. President of Wellspring Wellspring Associates Inc.
620 Fifth Avenue Associates Inc. 620 Fifth Avenue
New York, NY 10020 New York, NY 10020
Brent D. Redstone c/o Showtime Networks Inc. Director of National National Amusements, Inc.
8101 E. Prentice Avenue Amusements, Inc. 200 Elm Street
Suite 704 Dedham, MA 02026
Engelwood, CO 80111
Phyllis Redstone 98 Baldpate Hill Road None N/A
Newton Centre, MA 02159
(Residence)
- - -------------------
*Also a Director
Page 8 of 8