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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-53413
PROSPECTUS SUPPLEMENT
SUPPLEMENT NO. 3 DATED FEBRUARY 10, 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. 3") 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. 3 refer to portions of the Prospectus.
The purpose of this Supplement No. 3 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 and November 16, 1998 (together,
the "Supplements"), the following table sets forth (i) the amount of additional
Notes beneficially owned by two Selling Securityholders as of February 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 February 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. 3.
<TABLE>
<CAPTION>
PRINCIPAL PERCENTAGE OF NUMBER OF
AMOUNT OF TOTAL CONVERSION PERCENTAGE OF
NAME OF NOTES THAT NOTES SHARES THAT COMMON STOCK
SELLING SECURITYHOLDERS MAY BE SOLD OUTSTANDING MAY BE SOLD(1) OUTSTANDING(2)
---------------------- ----------- ----------- -------------- --------------
<S> <C> <C> <C> <C>
NMS Services, Inc.(3)............... $5,000,000 5.0% 103,734 *
NationsBanc Montgomery
Securities LLC(4) ............... $1,000,000 1.0% 20,746 *
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</TABLE>
* Less than 1%
(1) Assumes conversion of the full amount of Notes held by such Selling
Securityholders 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 16,848,146 shares of Common Stock outstanding as of
February 9, 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 NMS Services, Inc. subsequent to the date of
the Prospectus and the Supplements. NMS Services, Inc. is a wholly owned
subsidiary of NationsBanc Montgomery Securities LLC, which previously sold
Notes in the aggregate principal amount of $8,815,000 pursuant to the
Prospectus and the Supplements. As of February 10, 1999, NationsBanc
Montgomery Securities LLC beneficially owns $1,000,000 principal amount of
Notes in addition to those held by NMS Services, Inc. See footnote 4.
(4) Represents Notes purchased by NationsBanc Montgomery Securities LLC
subsequent to the date of the Prospectus and the Supplements. NationsBanc
Montgomery Securities LLC previously sold Notes in the aggregate principal
amount of $8,815,000 pursuant to the Prospectus and the Supplements. As of
February 10, 1999, NationsBanc Montgomery Securities LLC owned Notes in
the aggregate principal amount of $1,000,000, all of which may be sold
under the Prospectus and this Supplement No. 3, in addition to the Notes
held by NMS Services, Inc. See footnote 3. 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. 3, 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. 3 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. 3. 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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