National Amusements Inc/MD · SC 13D/A · Midway Games Inc · On 5/6/04

Filed On 5/6/04 5:22pm ET   ·   SEC File 5-49599   ·   Accession Number 913264-4-42

Amendment to General Statement of Beneficial Ownership   ·   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amend. # 42 to Schedule 13d                           10     41K 

Document Table of Contents

SC 13D/A
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UNITED STATES               
SECURITIES AND EXCHANGE COMMISSION                
Washington, D.C. 20549                

-----------------------------------------------               

SCHEDULE 13D                

(Amendment No. 42)                

Under the Securities Exchange Act of 1934               

MIDWAY GAMES INC.               
(Name of Issuer)                

Common Stock                
(Title of Class of Securities)                

598-148-104               
(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)                

May 5, 2004                     
(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 / /.                                                                  

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CUSIP No. 598-148-104            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                      
S.S. No.                                
-----------------------------------------------------------------               
(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)             PF                         
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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          29,508,282**                
Shares                                    ---------------------             
Beneficially        (8)  Shared Voting Power         4,576,471*                 
Owned by                                    --------------------              
Each             (9)  Sole Dispositive Power     29,508,282**             
Reporting                                       -----------------               
Person With         (10) Shared Dispositive Power    4,576,471*                 
-----------------------------------------------------------------               
(11) Aggregate Amount Beneficially Owned by Each Reporting Person               
34,084,753*                             
-----------------------------------------------------------------               

(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) 49.96                   
                                     PERCENT
-----------------------------------------------------------------               
(14) Type of Reporting Person (See Instructions)      IN                        

-----------------------------------------------------------------               

*Includes shares owned by National Amusements, Inc.                             
** Does not include 17,500 shares owned by Mr. Sumner Redstone's                
wife, Mrs. Paula Redstone, over which she has sole dispositive            
and voting power.                                                         

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CUSIP No. 598-148-104                                                           
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.               
-----------------------------------------------------------------               
I.R.S No.  04-2261332                   
-----------------------------------------------------------------               

(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)                OO                      
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(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          0                           
Shares                                    ---------------------             
Beneficially        (8)  Shared Voting Power        4,576,471                   
Owned by                                      -------------------               
Each             (9)  Sole Dispositive Power     0                        
Reporting                                        ----------------               
Person With         (10) Shared Dispositive Power   4,576,471                   
                                ------------------
-----------------------------------------------------------------               

(11) Aggregate Amount Beneficially Owned by Each Reporting Person               
4,576,471                               
-----------------------------------------------------------------               

(12) Check if the Aggregate Amount in Row (11) Excludes Certain                 
Shares (See Instructions)                                                       
-----------------------------------------------------------------               

(13) Percent of Class Represented by Amount in Row (11)   6.71                  
                                     PERCENT
-----------------------------------------------------------------               

(14) Type of Reporting Person (See Instructions)      CO                        

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Item 1.   SECURITY AND ISSUER.                                                  

This Amendment No. 42 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, $.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 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                      

The purchases of Common Shares by Mr. Sumner M. Redstone        
have been made by using his personal funds as well as through                   
margin and cash accounts at Bear Stearns.  The purchases of                     
Common Shares by NAI were made through NAI's margin account at                  
Bear Stearns.                                                                   

Item 4.   PURPOSE OF TRANSACTION                                                

Item 4 is hereby supplemented as follows:                       

The Reporting Persons have requested that the Issuer            
name Shari E. Redstone and Kenneth D. Cron as nominees to the                   
Issuer's Board of Directors. The Reporting Persons have been                    
informed that the Issuer will include Ms. Redstone and Mr. Cron                 
as nominees to the Board at the Issuer's 2004 annual meeting of                 
stockholders.                                                                   

Ms. Redstone is President of NAI and the Chairman and CEO           
of Rising Star Media, a company established in partnership with                 
NAI. She is a member of the board of directors of Viacom Inc.,                  
Co-Chairman and Co-CEO of MovieTickets.com and is a member of                   
the Board of Directors and Executive Committee for the National                 
Theatre Owners Association.                                                     

Mr. Cron is interim CEO and a member of the Board of                
Directors of Computer Associates, International.  From 2001 to                  
2004, Mr. Cron served as Chairman and CEO of Vivendi Universal                  
Games and as interim Chief Operating Officer at Vivendi                         
Universal Entertainment.  Prior to that, Mr. Cron served as CEO                 
of The Flipside Network and Uproar Inc., and as President of                    
Publishing for CMP Media.                                                       

Item 5.   INTEREST IN SECURITIES OF THE ISSUER.                                 

(a)    NAI is currently the beneficial owner, with shared                 
dispositive and voting power, of 4,576,471 Common               
Shares, or approximately 6.71 PERCENT, of the issued and        
outstanding Common Shares of the Issuer (based on the           
number of Common Shares that were reported by Midway            
to be issued and outstanding as of April 28, 2004).             

(b)    Mr. Sumner M. Redstone is currently the beneficial                 
owner, with sole dispositive and voting power, of               
29,508,282 Common Shares, or approximately 43.26 PERCENT,       
of the issued and outstanding Common Shares of the              
Issuer (based on the number of Common Shares that               
were reported by Midway to be issued and outstanding            
as of April 28, 2004).  As a result of his stock                

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ownership in NAI, Mr. Sumner M. Redstone is deemed              
the beneficial owner of an additional 4,576,471 Common          
Shares of the issued and outstanding Common Shares of           
the Issuer, for a total of 34,084,753 Common Shares,            
or approximately 49.96 PERCENT of the issued and                
outstanding Common Shares of the Issuer (based on the           
number of Common Shares that were reported by Midway            
to be issued and outstanding as of April 28, 2004).             

(c)   Transactions effected since the filing of the Statement           
on Schedule 13D Amendment No. 41 filed with the SEC on          
April 27, 2004:                                                 
All transactions were executed by Bear Stearns, New York,       
N.Y.                                                            

DATE                  NO.SHARES      PRICE  
4/27/2004                62,000         9.75    
4/27/2004                57,700         9.72    
4/27/2004                43,200         9.74    
4/27/2004                41,800         9.80    
4/27/2004                32,600         9.73    
4/27/2004                27,300         9.70    
4/27/2004                27,300         9.78    
4/27/2004                26,300         9.79    
4/27/2004                23,600         9.71    
4/27/2004                20,000         9.65    
4/27/2004                16,500         9.77    
4/27/2004                15,900         9.81    
4/27/2004                14,400         9.76    
4/27/2004                10,000         9.69    
4/27/2004                 8,900         9.82    
4/27/2004                 5,000         9.60    
4/27/2004                 3,500         9.68    
4/27/2004                 2,700         9.67    
4/27/2004                 2,000         9.59    
4/27/2004                 1,200         9.66    
4/27/2004                 1,000         9.84    
4/27/2004                   600         9.62    
4/27/2004                   200         9.64    
4/28/2004                 4,600         9.83    
4/28/2004                 2,900         9.80    
4/28/2004                   500         9.64    
4/28/2004                   500         8.85    
4/28/2004                   500         9.15    
4/28/2004                   500         9.23    
4/28/2004                   500         9.27    

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.                      

A letter sent from National Amusements, Inc. to Midway Games          
Inc. regarding Sumner M. Redstone's and National Amusements'joint               
request to nominate Shari Redstone and Kenneth Cron to the Board                
of Directors of Midway Games Inc. is attached hereto                            
as Exhibit 2.                                                                   

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A press release issued by National Amusements on May 6, 2004          
regarding Sumner M. Redstone's and National Amusements'joint                    
request that Shari E. Redstone and Kenneth D. Cron be named                     
nominees to Midway Games' Board of Directors is attached hereto                 
as Exhibit 3.                                                                   

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(k)(1), each of the undersigned agrees that this statement is                  
filed on behalf of each of us.                                                  

May 6, 2004                        /s/ Sumner M. Redstone                       
            ----------------------
         Sumner M. Redstone,
  Individually

               National Amusements, Inc.

                 By:  /s/ Sumner M. Redstone
                 ---------------------------
               Name: Sumner M. Redstone,
              Title:Chairman and Chief
                   Executive Officer

EXHIBIT INDEX           
-------------           

----------------------------------------------------------------                
Exhibits     Description                                                        
----------------------------------------------------------------                

1         Joint Filing Agreement of July 30, 2002                         

2         Letter from National Amusements, Inc dated May 5,               
2004 to Midway Games Inc                              

3         A press release issued by National Amusements on                
May 6, 2004                                           

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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 30th day of July, 2002.                                     

NATIONAL AMUSEMENTS, INC.     

By: /s/ Sumner M. Redstone    
----------------------
Sumner M. Redstone  
Chairman and        
   Chief Executive Officer

By: /s/ Sumner M. Redstone    
----------------------
Sumner M. Redstone  
Individually      

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EXHIBIT 2                 
---------                 

[NATIONAL AMUSEMENTS, INC. LETTERHEAD)                  

By: Airborne Express                                                            

May 5, 2004                                                                     

Mr. Neil  D. Nicastro                                                           
Chairman of the Board                                                           
Midway Games Inc.                                                               
2704 West Roscoe Street                                                         
Chicago, IL 60618.                                                              

Re:  Nomination of Shari E. Redstone and Ken Cron to                            
the Board of Directors of Midway Games Inc.                           

Dear Mr. Nicastro:                                                              

Sumner M. Redstone and National Amusements, Inc.                
hereby jointly request that Shari E. Redstone and Ken Cron                      
be named as nominees to the Board of Directors of Midway                        
Games Inc.                                                                      

Very truly yours,               

/s/ Tad Jankowski               

Tad Jankowski               
Vice President and General Counsel              

TJ:jp                                                                           

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EXHIBIT 3                 
---------                 

[NATIONAL AMUSEMENTS, INC. LOGO)                        

FOR IMMEDIATE RELEASE                                                           

SUMNER M. REDSTONE AND NATIONAL AMUSEMENTS REQUEST                              
SHARI E. REDSTONE AND KENNETH D. CRON BE NAMED NOMINEES TO                      
MIDWAY GAMES' BOARD OF DIRECTORS                                                

[Dedham, MA, May 6, 2004]-- Sumner M. Redstone and National                     
Amusements, Inc. announced today that they have requested                       
that Midway Games Inc. (NYSE:MWY) name Shari E. Redstone                        
and Kenneth D. Cron as nominees to Midway's Board of                            
Directors and that they have been informed that Midway will                     
include Ms. Redstone and Mr. Cron as nominees for the Board                     
at the Midway Annual Meeting of Stockholders scheduled for                      
June 10, 2004.  Mr. Redstone and National Amusements jointly                    
own approximately 49.9% percent of the common stock of Midway                   
Games.                                                                          

Shari E. Redstone is President of National Amusements, an                       
industry leader in motion picture exhibition with cinemas in                    
the United States, United Kingdom and Latin America.   Ms.                      
Redstone led the recent launch of the Cinema de Lux brand of                    
theatres and the development of The Bridge: Cinemas de Lux                      
theatres in Los Angeles and Philadelphia.  In addition, Ms.                     
Redstone is Chairman and CEO of Rising Star Media, a company                    
established in partnership with National to build luxury-style                  
cinemas in Russia.  The inaugural site, which is Russia's                       
largest movie theatre, opened in Moscow in 2003 with                            
additional locations planned over the next few years.                           

Ms. Redstone's leadership in the entertainment industry                         
extends beyond her work at National Amusements.  She is a                       
member of the Board of Directors of Viacom, Co-Chairman and                     
Co-CEO of MovieTickets.com and is a member of the Board of                      
Directors and Executive Committee for the National Theatre                      
Owners Association (NATO).                                                      

Ms. Redstone earned a BS in 1975 from Tufts University, a                       
JD in 1978 and a Masters in Tax Law in 1980 from Boston                         
University.  She practiced Corporate Law, Estate Planning                       
and Criminal Law in Greater Boston from 1978 through 1993.                      

Ms. Redstone is also actively involved in a variety of                          
charitable, civic and educational organizations.  She is                        
member of the Board of Directors at Combined Jewish                             
Philanthropies and the Board of Trustees at Dana Farber                         
Cancer Institute.  She is also on the Board of Directors of                     
The National Center on Addiction and Substance Abuse at                         
Columbia University and The John F. Kennedy Library                             
Foundation.  Ms. Redstone is Sumner Redstone's daughter.                        

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EXHIBIT 3 - CONTINUATION                                                        
------------------------                                                        

Ken D. Cron is interim Chief Executive Officer and a member                     
of the Board of Directors of Computer Associates,                               
International, one of the world's leading software                              
companies.  Mr. Cron also has a diversified entertainment                       
background.  From 2001 to 2004 he served as Chairman and                        
Chief Executive Officer of Vivendi Universal Games, a                           
worldwide publisher of interactive entertainment and                            
educational software across all major platforms.  While                         
at Vivendi, Mr. Cron oversaw the company's global strategy                      
and expansion, advancing Vivendi's key brand franchises                         
and the development of online subscription-model content.                       
During this period, Mr. Cron also served as Interim Chief                       
Operating Officer at Vivendi Universal Entertainment, a                         
company which produces and distributes motion pictures and                      
television programming and owns and operates cable                              
television networks and channels as well as theme parks                         
around the world.  Prior to his tenure at Vivendi Universal,                    
Mr. Cron served as Chief Executive Officer of The Flipside                      
Network and Uproar Inc., online game and game show companies.                   
Mr. Cron also served as President of Publishing for CMP Media,                  
a leading provider of information about technology and the                      
internet.  Mr. Cron is a Founding Member of New York Media                      
Association.                                                                    

Sumner M. Redstone is Chairman and CEO of National Amusements                   
and Chairman of Viacom Inc.  National Amusements, Inc. is a                     
closely held corporation which owns and operates over 1,425                     
motion picture screens and is the parent company of Viacom                      
Inc.                                                                            

-----------                                                                     

Media Contact:                                                                  
Jennifer Hanson, National Amusements                                            
781-461-1600 ext. 336                                                           
jhanson@nationalamusements.com                                                  

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC 13D/A Filing		Date		First		Last			Other Filings
		4/15/98		7
		7/30/02		6					SC 13D/A
		4/27/04		5					4, SC 13D/A
		4/28/04		4		5			8-K, 4, SC 13D/A
		5/5/04		1		8
Filed On / Filed As Of		5/6/04		6		9			8-K
		6/10/04		9					4, DEF 14A, S-3, SC 13D/A, 3
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