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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
ACTION PERFORMANCE COMPANIES, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
004933107
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(CUSIP Number)
CMC Enterprises Limited, 23/F, Block E, Phase 2,
Superluck Industrial Centre, 57 Sha Tsui Road, Tsuen Wan, New
Territories, Hong Kong. Att. Ms. Choi Lim Shuk (tel.(011-852) 2493-8267)
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 31, 1996
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(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 the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 ("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
Notes).
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SCHEDULE 13D
CUSIP NO. 004933107 PAGE 2 OF 6 PAGES
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CMC Enterprises Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX 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
British Virgin Islands
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NUMBER OF 7 SOLE VOTING POWER
SHARES 500,000 shares of Common Stock
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 500,000 shares of Common Stock
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PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
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14 TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP NO. 004933107 Page 3 of 6 Pages
CMC Enterprises Limited, a British Virgin Islands company ("CMC") hereby amends
the Statement on Schedule 13D, as filed on April 9, 1996 with respect to the
shares of Common Stock of Action Performance Company, Inc. (the "Issuer") which
were issued upon conversion of Class A Preferred Stock in May 1996. A stock
split at a ratio of 2 to 1 was implemented by the Issuer on May 28, 1996. CMC
presently holds 500,000 shares of the Issuer Common Stock.
Item 1. Security and Issuer.
Security: Common Stock of Action Performance Companies, Inc.
Address: 2401 West First Street
Tempe, Arizona 85281
Item 2. Identity and Background.
(a) CMC Enterprises Limited, a British Virgin Island corporation ("CMC").
(b) The principal executive offices of CMC are located at 23/F, Block E, Phase
2, Superluck Industrial Centre, 57 Sha Tsui Road, Tsuen Wan, New Territories,
Hong Kong.
(c) CMC was formed for the purpose of making investments.
(d)(e) During the last five years neither CMC, nor any of the directors or
executive officers of CMC, have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor have any of such
persons been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such person 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.
(f) Not applicable.
Item 3. Source and Amount of Funds or Other Consideration.
Source of Funds: CMC used its own working capital
Amount: CMC paid $2,000,000 for the Class A shares which were subsequently
converted into Common Stock Shares. This amount was paid to the Issuer on
February 15 and 20, 1995, as more particularly described in Item 6 below.
Item 4. Purpose of Transaction.
CMC acquired the Class A shares for investment purposes. Neither CMC nor
any of its executive officers or directors has any present intention to acquire
control over the Issuer or to take any other action of the types described in
paragraphs (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
(a) and (b) The aggregate number of shares and percentage of Common Stock of
the Issuer (based upon 13,094,962 shares of Common Stock of the Issuer
outstanding as of September 30, 1996) beneficially owned by CMC, as well as the
number of shares of Common Stock as to which such person is deemed to have sole
power to vote or to direct the vote, shared power to vote or to direct the vote,
sole power to dispose or to direct the disposition, or shared power to dispose
or direct the disposition, is set forth in the following table.
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CUSIP NO. 004933107 Page 4 of 6 Pages
<TABLE>
<CAPTION>
NO. OF SHARES PERCENTAGE OF POWER TO VOTE POWER TO DISPOSE
BENEFICIALLY COMMON STOCK OF
PERSON OWNED ISSUER SOLE SHARED SOLE SHARED
------ ------------- ---------------- ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
CMC 500,000 3.8% 500,000 -0- 500,000 -0-
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</TABLE>
(c) The following is a chart indicating (1) each date CMC sold share of Common
Stock of the Issuer; (2) the number of Common Stock sold; and (3) the price per
share:
Number of Shares
Date Sold of Common Stock Price Per Share
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December 05, 1996 33,000 $17.000
December 03, 1996 30,000 $17.125
November 14, 1996 25,000 $17.000
November 11, 1996 2,000 $17.000
November 08, 1996 10,000 $17.000
November 07, 1996 100,000 $16.000
November 06, 1996 2,500 $15.375
November 06, 1996 78,900 $15.250
November 06, 1996 6,500 $15.000
November 05, 1996 15,000 $15.375
November 05, 1996 35,000 $15.250
November 01, 1996 2,500 $15.000
October 31, 1996 31,500 $15.250
October 31, 1996 23,000 $15.125
October 31, 1996 10,500 $15.000
October 30, 1996 34,000 $15.250
October 29, 1996 14,400 $15.375
October 29, 1996 35,600 $15.250
August 19, 1996 7,000 $12.500
August 16, 1996 2,000 $12.750
August 15, 1996 600 $13.000
Such sales were made on the NASDAQ. No person described in this Item 5 has
effected any other transactions in the Common Stock of the Issuer during the
past 60 days.
(d) To the best knowledge of CMC, no person other than CMC has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, Common Stock of the Issuer.
(e) October 31, 1996
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
The Purchase Agreement.
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CUSIP NO. 004933107 Page 5 of 6 Pages
On February 13, 1995, Mr. Francis Choi ("Mr. Choi"), at that time the sole
stockholder of CMC, entered into a Purchase Agreement with the Issuer (the
"Purchase Agreement") pursuant to which the Issuer granted to Mr. Choi the right
to purchase 500 Class A shares. A copy of this agreement was previously filed
as Exhibit 7(1). Mr. Choi deposited the purchase price of $2,000,000 with the
Issuer on February 15 and 20, 1995, pending completion of the purchase. Mr.
Choi then assigned his right to purchase the Class A shares to CMC and the
shares were issued by the Issuer to CMC on March 29, 1995. In connection with
the exercise by CMC of the right to purchase the Class A shares, the Issuer and
Mr. Choi executed letter agreements dated April 17, 1995 and May 17, 1995
amending the Purchase Agreement to effect the issuance of the shares to CMC and
to provide that certain representations, warranties and agreements originally
made by Mr. Choi would be deemed made by CMC. Copies of the letter agreements
were previously filed as Exhibits 7(2) and 7(3). Mr. Choi sold all of his
shares of CMC to the current directors of CMC in June 1995 for $2,000,000 and
presently is a consultant to CMC who sources investment opportunities for CMC
from time to time. Mr. Choi has retained no interest in CMC. Mr. Choi is the
Chairman of Early Light Industrial Co., Ltd., a manufacturer of die-cast
collectibles on behalf of the Issuer. The directors of CMC (who are also the
stockholders of CMC) are also directors of Early Light Industrial Co. Ltd.
Voting Trust Agreement
The Voting Trust Agreement dated February 13, 1995 among the Issuer, Mr. Choi as
a predecessor of CMC and Fred W. Wagenhals, the President, Chief Executive
Officer and a stockholder of the Issuer, has been terminated and the shares of
Common Stock beneficially owned by CMC have been released from any obligation
thereunder.
The description of the Purchase Agreement contained in Items 3, 4 and 6 is
qualified in its entirety by the complete text of such document (including
exhibits and amendments thereto), copies of which were previously filed as
Exhibits 7(1) through 7(3).
Item 7. Exhibits. (previously filed on paper)
Exhibit No. Description of Exhibit
Exhibit 7(1) Purchase Agreement dated February 13, 1995 between Francis
Choi and the Issuer.
Exhibit 7(2) Letter Agreement amending the Purchase Agreement dated April
17, 1995.
Exhibit 7(3) Letter Agreement dated May 17, 1995.
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CUSIP NO. 004933107 Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
CMC ENTERPRISES LIMITED
Dated: Mar. 14, 1997 By: /s/ Linda Lee
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Its: Director
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