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FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-53413
PROSPECTUS SUPPLEMENT
SUPPLEMENT NO. 2 DATED NOVEMBER 16, 1998
TO PROSPECTUS DATED JULY 21, 1998
RELATING TO
ACTION PERFORMANCE COMPANIES, INC.
$100,000,000
4-3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2005
AND SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION THEREOF
All capitalized terms used but not defined in this Prospectus
Supplement ("Supplement No. 2") shall have the meanings set forth in the
Prospectus dated July 21, 1998 (the "Prospectus") forming a part of the
Registration Statement on Form S-3 (Registration No. 333-53413). Any cross
references in this Supplement No. 2 refer to portions of the Prospectus.
The purpose of this Supplement No. 2 is to provide additional
information regarding the Selling Securityholders. In addition to the
information with respect to the Selling Securityholders as set forth in the
Prospectus and the Prospectus Supplement No. 1 dated October 23, 1998
("Supplement No. 1"), the following table sets forth (i) the amount of
additional Notes beneficially owned by one Selling Securityholder as of November
10, 1998 (assuming no Notes have been sold under the Prospectus as of such date)
that may be offered for the account of such Selling Securityholder under the
Prospectus, and (ii) the number of additional Conversion Shares beneficially
owned by such Selling Securityholder as of November 10, 1998, that may be
offered for the account of such Selling Securityholder under the Prospectus.
Such information was obtained from the Selling Securityholder but has not been
independently verified by the Company. The Selling Securityholder listed below
did not have any material relationship with the Company, other than as a result
of ownership of the Notes, within the three-year period ending on the date of
this Supplement No. 2.
<TABLE>
<CAPTION>
PRINCIPAL PERCENTAGE OF NUMBER OF
AMOUNT OF TOTAL CONVERSION PERCENTAGE OF
NAME OF NOTES THAT NOTES SHARES THAT COMMON STOCK
SELLING SECURITYHOLDER MAY BE SOLD OUTSTANDING MAY BE SOLD(1) OUTSTANDING(2)
---------------------- ----------- ----------- -------------- --------------
<S> <C> <C> <C> <C>
JP Morgan & Co. Inc.(3)............. $2,000,000 2.0% 41,493 *
</TABLE>
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* Less than 1%
(1) Assumes conversion of the full amount of Notes held by such Selling
Securityholder into Common Stock at the initial conversion price of $48.20
per share. Except as otherwise indicated, also assumes that the Selling
Securityholder or any future transferees, pledgees, donees or successors of
or from such Selling Securityholder do not beneficially own any Common
Stock other than the Common Stock issuable upon conversion of the Notes.
The conversion price and the number of shares of Common Stock issuable upon
conversion of the Notes are subject to adjustment under certain
circumstances. Accordingly, the number of shares of Common Stock issuable
upon conversion of the Notes may increase or decrease from time to time.
Under the terms of the Indenture, the Company will pay cash in lieu of
issuing fractional shares upon conversion of the Notes. See "Description of
Notes -- Conversion Rights."
(2) Calculated based upon 16,468,238 shares of Common Stock outstanding as of
November 10, 1998. In calculating the percentage of ownership, all shares
of Common Stock that the identified person had the right to
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acquire upon conversion of such person's Notes are deemed to be outstanding
for the purpose of computing the percentage of the shares of Common Stock
owned by such person, but are not deemed to be outstanding for the purpose
of computing the percentage of the shares of Common Stock owned by any
other person.
(3) Represents Notes held by the Selling Securityholder in addition to Notes in
the principal amount of $4,500,000 registered for resale under the
Prospectus. As of November 10, 1998, such Selling Securityholder owned
Notes in the aggregate principal amount of $6,500,000, all of which may be
sold under the Prospectus and this Supplement No. 2.
The Selling Securityholders may, pursuant to the Prospectus, Supplement
No. 1, and this Supplement No. 2, offer all or some portion of the Notes and
Conversion Shares they presently hold or, with respect to the Conversion Shares,
have the right to acquire upon conversion of such Notes. Although each of the
Selling Securityholders is assumed to be selling all of the Notes or Conversion
Shares beneficially owned by such person, no estimate can be given as to the
amount of the Notes and Common Stock that will be held by the Selling
Securityholders upon termination of any such sales. In addition, since the date
on which they provided the information regarding their Notes and Conversion
Shares, the Selling Securityholders identified in the Prospectus, Supplement No.
1, or this Supplement No. 2 may have sold, transferred or otherwise disposed of
all or a portion of their Notes and Conversion Shares in transactions exempt
from the registration requirements of the Securities Act. See "Plan of
Distribution."
Only those Selling Securityholders identified above and in the
Prospectus and Supplement No. 1 who beneficially own the Notes and Conversion
Shares set forth opposite each such Selling Securityholder's name may sell such
Notes and Conversion Shares pursuant to the Prospectus, Supplement No. 1, and
this Supplement No. 2. The Company may from time to time, in accordance with the
Registration Rights Agreement, include additional Selling Securityholders in
additional supplements to the Prospectus.
