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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-53413
PROSPECTUS SUPPLEMENT
SUPPLEMENT NO. 5 DATED AUGUST 13, 1999
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. 5") 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. 5 refer to portions of the Prospectus.
The purpose of this Supplement No. 5 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 supplements dated October 23, 1998, November 16,
1998, February 10, 1999, and June 18, 1999 (together, the "Supplements"), the
following table sets forth (i) the amount of additional Notes beneficially owned
by two Selling Securityholders as of August 10, 1999 (assuming no Notes have
been sold as of such date) that may be offered for the account of such Selling
Securityholders under the Prospectus, and (ii) the number of Conversion Shares
beneficially owned by such Selling Securityholders as of August 10, 1999, that
may be offered for the account of such Selling Securityholders under the
Prospectus. Such information was obtained from the Selling Securityholders but
has not been independently verified by the Company. Except as set forth below,
the Selling Securityholders 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. 5.
<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>
Wenonah Development Company(3) $1,000,000 1.0% 20,746 *
Banc of America Securities LLC(4) $180,000 * 3,734 *
</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
Securityholders or any future transferees, pledgees, donees or successors
of or from such Selling Securityholders 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."
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(2) Calculated based upon 16,925,085 shares of Common Stock outstanding as of
August 10, 1999. In calculating the percentage of ownership, all shares of
Common Stock that the identified person had the right to 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 purchased by the Selling Securityholder subsequent to the
date of the Prospectus. The Selling Securityholder holds an additional
$500,000 in principal amount of Notes that it purchased from other Selling
Securityholders pursuant to the Prospectus. The Selling Securityholder may
transfer such additional Notes without further registration under the
Securities Act.
(4) Represents Notes purchased by Banc of America Securities LLC (formerly
NationsBanc Montgomery Securities LLC) subsequent to the date of the
Prospectus and the Supplements. NationsBanc Montgomery Securities LLC and
its wholly owned subsidiary NMS Services, Inc. previously sold Notes in the
aggregate principal amount of $14,815,000 pursuant to the Prospectus and
the Supplements. As of August 10, 1999, Banc of America Securities LLC
owned Notes in the aggregate principal amount of $200,000, all of which may
be sold under the Prospectus, the Supplements, and this Supplement No. 5.
NationsBanc Montgomery Securities LLC acted as the lead underwriter in the
Company's secondary public offering of Common Stock in June 1997 and as an
Initial Purchaser in the March 1998 private placement of the Notes.
The Selling Securityholders may, pursuant to the Prospectus, the
Supplements, and this Supplement No. 5, 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, the
Supplements, or this Supplement No. 5 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 the Supplements 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, the Supplements, and
this Supplement No. 5. The Company may from time to time, in accordance with the
Registration Rights Agreement, include additional Selling Securityholders in
additional supplements to the Prospectus.
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