|
Item
1.
|
Security
and Issuer.
|
This
Amendment No. 92 amends the Statement on Schedule 13D previously filed with the
SEC by Mr. Sumner M. Redstone, National Amusements, Inc. (“NAI”) and Sumco, Inc.
(“Sumco”) with respect to the voting common stock, $.01 par value per share (the
“Common Shares”), of Midway Games Inc. (the “Issuer”), a Delaware corporation,
with its principal executive office located at 2704 West Roscoe Street, Chicago,
IL 60618.
|
Item
2.
|
Identity
and Background.
|
Item 2(b)
is amended as follows by changing the address information regarding Mr. Sumner
M. Redstone, NAI and Sumco:
(b) 846
University Ave., Norwood, MA 02062
|
Item
5.
|
Interest
in Securities of the Issuer.
|
(a)-(b) As
a result of the transactions described in Items 5(c) and 6 of this Statement,
none of Mr. Sumner M. Redstone, NAI or Sumco beneficially own, directly or
indirectly, any Common Shares of the Issuer or have any voting or dispositive
power with respect thereto.
(c) On
November 28, 2008, (i) Mr. Sumner M. Redstone sold 12,433,557 Common Shares,
(ii) NAI sold 22,687,479 Common Shares, and (iii) Sumco sold
45,218,230 Common Shares, in each case, which constituted all of the Common
Shares of the Issuer beneficially owned by such Seller (as defined below)
immediately prior to such sale, for a price per share of $0.0012, with each such
sale being effected in accordance with the terms of the Stock Purchase Agreement
described in Item 6 of this Statement.
(e) As
a result of the transactions described in Items 5(c) and 6 of this Statement, on
November 28, 2008, each of Mr. Sumner M. Redstone, NAI and Sumco ceased to be
the beneficial owner of more than five percent of the Common Shares of the
Issuer.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the
Issuer.
|
Stock
Purchase Agreement:
On
November 28, 2008, each of Mr. Sumner M. Redstone, NAI and Sumco (collectively,
the “Sellers”) entered into a Stock Purchase Agreement (the “Stock Purchase
Agreement”) with Acquisition Holdings Subsidiary I LLC (the “Purchaser”),
pursuant to which the Sellers sold to the Purchaser, and the Purchaser purchased
from the Sellers, all of the Common Shares of the Issuer beneficially owned by
the Sellers immediately prior to such sale, representing, collectively,
approximately 87.2% of the total issued and outstanding Common Shares of the
Issuer.
The
foregoing summary of the terms of the Stock Purchase Agreement is qualified in
its entirety by reference to the full text of the Stock Purchase Agreement, a
copy of which is included as Exhibit 2 to this Statement and is incorporated
herein by reference.
Participation
Agreement:
Concurrently
with the execution of the Stock Purchase Agreement, NAI and the Purchaser
entered into a Participation Agreement (the “Participation Agreement”), pursuant
to which NAI granted to the Purchaser, and the Purchaser acquired from NAI, an
undivided interest and participation in certain of the loans and advances made
by NAI, whether before or after the date of the Participation Agreement,
pursuant to the Credit Agreements (as defined in the Participation Agreement),
and all of NAI’s right, title and interest in, to and under the Credit
Agreements, including guarantees, collateral, pledges, distributions, claims and
causes of actions against the borrowers thereunder, all on the terms and
conditions set forth in the Participation Agreement.
The
foregoing summary of the terms of the Participation Agreement is qualified in
its entirety by reference to the full text of the Participation Agreement, a
copy of which is included as Exhibit 3 to this Statement and is incorporated
herein by reference.
|
Item
7.
|
Materials
to be Filed as Exhibits.
|
|
|
Exhibit
No.
|
Description
|
|
|
1
|
Joint
Filing Agreement among NAI, Mr. Sumner M. Redstone and Sumco pursuant to
Rule 13d-1(k) under the Securities and Exchange Act of 1934, as
amended
|
|
|
2
|
Stock
Purchase Agreement
|
|
|
3
|
Participation
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.
|
December
1, 2008
|
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
|
|
|
|
|
|
|
|
|
|
SUMCO,
INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Richard
J. Sherman
|
|
|
|
|
Name:
|
Richard J.
Sherman
|
|
|
|
|
Title:
|
Vice
President
|
|
|
|
|
|
|
|
EXHIBIT
1
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the Statement on Schedule 13D, dated April 15,
1998 (the “Schedule 13D”), with respect to the Common Stock, par value $.01 per
share, of Midway Games 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 1
st
day of
December, 2008.
|
|
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
|
|
|
|
|
|
|
|
|
|
SUMCO,
INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Richard
J. Sherman
|
|
|
|
|
Name:
|
Richard J.
Sherman
|
|
|
|
|
Title:
|
Vice
President
|
|
|
|
|
|
|
|