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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
Action Performance Companies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
004933 10 7
(CUSIP Number)
Fred W. Wagenhals, 4707 E. Baseline Road, Phoenix, Arizona 85040
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 16, 1999
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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*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
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CUSIP NO. 004933 10 7 PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FRED W. WAGENHALS
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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*
PF
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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
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF SHARES 127,332
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
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8 SHARED VOTING POWER
1,913,600
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9 SOLE DISPOSITIVE POWER
127,332
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10 SHARED DISPOSITIVE POWER
1,913,600
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,040,932
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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)
12.0%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILING 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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SCHEDULE 13D
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CUSIP NO. 004933 10 7 PAGE 3 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LISA K. WAGENHALS
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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*
PF
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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
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
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8 SHARED VOTING POWER
1,913,600
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
1,913,600
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,913,600
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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)
11.2%
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14 TYPE OF REPORTING PERSON*
IN
- -------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
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CUSIP NO. 004933 10 7 PAGE 4 OF 7 PAGES
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 5 to Schedule 13D relates to the common stock, par
value $.01 per share (the "Common Stock") of Action Performance Companies, Inc.
(the "Issuer"). The Issuer's principal executive offices are located at 4707 E.
Baseline Road, Phoenix, Arizona 85040.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) and (f): This statement is filed jointly pursuant to Rule 13d-1(k) by
Fred W. Wagenhals ("FWW") and Lisa K. Wagenhals ("LKW"), (together, the
"Reporting Persons"). A copy of the joint filing agreement among the Reporting
Persons is attached as Exhibit 7(7). The business address of the Reporting
Persons is 4707 E. Baseline Road, Phoenix, Arizona 85040.
The principal occupation of each of the Reporting Persons and the name
and address where such employment is conducted are as follows:
<TABLE>
<CAPTION>
Reporting Person Occupation, Company Name, and Address
- ---------------- -------------------------------------
<S> <C>
FWW Chairman of the Board, President, and Chief
Executive Officer of the Issuer located at
the address set forth above. The Issuer
designs and markets collectible products and
consumer items that are designed to
capitalize on the increasing consumer
interest in motorsports.
LKW President of Performance Plus Nutritional,
L.L.C., a majority owned subsidiary of the
Issuer located at the address set forth
above.
</TABLE>
Each of the Reporting Persons is a citizen of the United States.
(d) and (e): During the last five years, neither of the Reporting Persons has
been (1) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (2) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
FWW founded the Issuer in 1992 with personal funds and acquired
2,912,000 of the shares of Common Stock at that time. Since that time, FWW has
acquired additional shares of Common Stock with personal funds, and has sold
shares of Common Stock pursuant to Rule 144 under the Securities Act of 1933, as
amended. As a result, FWW currently beneficially owns an aggregate of 1,913,600
outstanding shares of Common Stock.
<PAGE> 5
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CUSIP NO. 004933 10 7 PAGE 5 OF 7 PAGES
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FWW also is the beneficial owner of 127,332 shares of Common Stock
issuable upon exercise of outstanding stock options that are vested and
exercisable within 60 days of the date of this Amendment No. 5 to Schedule 13D.
FWW and LKW are husband and wife. All transfers of shares of Common
Stock described in Item 5 that result in LKW's beneficial ownership of the
shares were made solely for estate planning purposes.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons hold the Common Stock for investment purposes. As
stated above, FWW serves as Chairman of the Board, President, and Chief
Executive Officer of the Issuer and LKW serves as President of a majority owned
subsidiary of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) FWW beneficially owns an aggregate of 2,040,932 shares,
representing 12.0% of the Issuer's outstanding Common Stock. LKW beneficially
owns an aggregate of 1,913,600 shares, representing 11.2% of the Issuer's
outstanding Common Stock.
(b) The following information applies to shares held by FWW:
<TABLE>
<CAPTION>
Number Percent
of Shares of Class
--------- --------
<S> <C> <C>
Sole Power to Vote Securities: 127,332(1) .7%(1)
Shared Power to Vote Securities: 1,913,600(2) 11.2%(2)
Sole Power to Dispose of Securities: 127,332(1) .7%(1)
Shared Power to Dispose of Securities: 1,913,600(2) 11.2%(2)
</TABLE>
(1) The number of shares and percentage shown represents
127,332 shares issuable upon exercise of outstanding stock options that
are vested and exercisable within 60 days of the date of this Amendment
No. 5 to Schedule 13D, but does not include 58,668 shares issuable upon
exercise of outstanding stock options that are not exercisable within
60 days of the date of this Amendment No. 5 to Schedule 13D.
(2) The number of shares and percentages shown represents
1,409,599 shares of Common Stock held by the Wagenhals Family Trust U/A
8/7/98 (the "Trust"), 200,000 shares of Common Stock held by Diecast
Investments Limited Partnership ("Diecast"), 100,000 shares of Common
Stock held by Pebble Ridge Investments Limited Partnership ("Pebble
Ridge"), and 204,001 shares held by the Reporting Persons as joint
tenants with right of survivorship. The Reporting Persons are
co-trustees of the Trust, which serves as the general partner of
Diecast and Pebble Ridge.
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CUSIP NO. 004933 10 7 PAGE 6 OF 7 PAGES
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The following information applies to shares held by LKW:
<TABLE>
<CAPTION>
Number Percent
of Shares of Class
--------- --------
<S> <C> <C>
Sole Power to Vote Securities: 0 --
Shared Power to Vote Securities: 1,913,600(1) 11.2%(1)
Sole Power to Dispose of Securities: 0 --
Shared Power to Dispose of Securities: 1,913,600(1) 11.2%(1)
</TABLE>
(1) The number of shares and percentage shown represents
1,409,599 shares of Common Stock held by the Trust, 200,000 shares of
Common Stock held by Diecast, 100,000 shares of Common Stock held by
Pebble Ridge, and 204,001 shares held by the Reporting Persons as joint
tenants with right of survivorship. The Reporting Persons are
co-trustees of the Trust, which serves as the general partner of
Diecast and Pebble Ridge.
(c) On September 16, 1999, the Trust purchased 10,000 shares of Common
Stock at a price of $23.00 per share in an open market transaction. FWW
previously filed a Form 4 to report this transaction under Section 16(a) of the
Securities Exchange Act of 1934 (the "Exchange Act").
On September 20, 1999, FWW transferred 1,399,599 shares of
Common Stock to the Trust. FWW made this transfer solely for estate planning
purposes. LKW previously filed a Form 3 designating herself as a 10% owner under
Section 16(a) of the Exchange Act as a result of this transaction.
The Reporting Persons made no other transactions in the
Issuer's Common Stock during the 60 days prior to and including the date of this
Amendment No. 5 to Schedule 13D.
(d) Certain shares beneficially owned by the Reporting Persons are held
in the name of the Trust, Diecast, and Pebble Ridge. As a result, such entities
have the right to receive dividends from their respective shares or proceeds
from the sales of their respective shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7(7) Joint Filing Agreement dated October 24, 1999
between Fred W. Wagenhals and Lisa K. Wagenhals.
<PAGE> 7
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CUSIP NO. 004933 10 7 PAGE 7 OF 7 PAGES
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SIGNATURE
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.
<TABLE>
<S> <C>
October 24, 1999 /s/Fred W. Wagenhals
------------------------------------------
Date Signature
Fred W. Wagenhals, Chairman of the Board,
President, and Chief Executive Officer of
Action Performance Companies, Inc.
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Name/Title
October 24, 1999 /s/Lisa K. Wagenhals
------------------------------------------
Date Signature
Lisa K. Wagenhals, President of Performance
Plus Nutritional, L.L.C.
------------------------------------------
Name/Title
</TABLE>
Attention: Intentional misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001).
<PAGE> 1
EXHIBIT 7(7)
JOINT FILING AGREEMENT
Fred W. Wagenhals and Lisa K. Wagenhals each hereby agrees that this
Amendment No. 5 to Schedule 13D filed herewith and any amendments thereto
relating to the acquisition of shares of Common Stock and other securities of
Action Performance Companies, Inc. is filed jointly on behalf of such person.
<TABLE>
<S> <C>
Date: October 24, 1999 /s/Fred W. Wagenhals
--------------------
Fred W. Wagenhals
Date: October 24, 1999 /s/Lisa K. Wagenhals
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Lisa K. Wagenhals
</TABLE>
