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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ACTION PERFORMANCE COMPANIES, INC.
(Name of the Issuer)
Common Stock
(Title of Class of Securities)
004933 10 7
(CUSIP Number)
William Eric Ray
Nuray Holdings, LLC
801 East Trade Street
Charlotte, NC 28202
(704) 332-1153
(Name, address and Telephone Number of Persons
Authorized to Receive Notice and Communications)
March 15, 2000
(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: [ ]
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 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.
The total number of shares reported herein is 948,599 shares, which
constitutes approximately 5.72% of the total number of shares outstanding. All
ownership percentages set forth herein are based upon 16,428,356 shares of
Common Stock issued and outstanding as of February 16, 2000.
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SCHEDULE 13D
CUSIP No. 004933 10 7
1. Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person
William Eric Ray
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required to Items 2(d)
or 2(e) [ ]
6. Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned By Each Reporting Person With
7. Sole Voting Power 850,500
8. Shared Voting Power 858,200
9. Sole Dispositive Power 850,500
10. Shared Dispositive Power 858,200
11. Aggregate Amount Beneficially Owned by 948,599
Each Reporting Person
12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount 5.72%
in Row 11
14. Type of Reporting Person
IN
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SCHEDULE 13D
CUSIP No. 004933 10 7
1. Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person
Delores K. Ray
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required to Items 2(d)
or 2(e) [ ]
6. Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned By Each Reporting Person With
7. Sole Voting Power 858,200
8. Shared Voting Power 858,200
9. Sole Dispositive Power 858,200
10. Shared Dispositive Power 858,200
11. Aggregate Amount Beneficially Owned by 948,599
Each Reporting Person
12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
13. Percent of Class Represented by 5.72%
Amount in Row 11
14. Type of Reporting Person
IN
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SCHEDULE 13D
CUSIP No. 004933 10 7
1. Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person
White Oaks Partners
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required to Items 2(d)
or 2(e) [ ]
6. Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned By Each Reporting Person With
7. Sole Voting Power 90,399
8. Shared Voting Power 90,399
9. Sole Dispositive Power 90,399
10. Shared Dispositive Power 90,399
11. Aggregate Amount Beneficially Owned by 948,599
Each Reporting Person
12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount 5.72%
in Row 11
14. Type of Reporting Person
OO
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ITEM 1. SECURITY AND ISSUER
Pursuant to Rule 13d-1(a) under the Securities and Exchange Act of 1934, as
amended, the undersigned hereby files their Schedule 13D Statement dated April
4, 2000, relating to the common stock, $1.00 par value per share (the "Common
Stock"), of Action Performance Companies, Inc. (the "Company"), whose principal
executive offices are located at 4707 E. Baseline Road, Phoenix, Arizona 85040.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by William Ray, Delores Ray and White Oaks Partners
with respect to shares of Common Stock beneficially owned by them. The foregoing
persons are hereinafter sometimes referred to collectively as the "Reporting
Persons".
William Ray and Delores Ray are partners and have 100% ownership and
voting power in each of DKR Investments, LP and East Boulevard, LP. White Oaks
Partners LP is 98% owned by three trusts of which the children of William Ray
and Delores Ray are the beneficiaries and Martha Ann Kent is the trustee of each
trust.
(b) The business address of William Ray and Delores Ray is 801 E. Trade Street,
Charlotte, NC 28202.
(c) The Reporting Persons present principal occupation or employment and the
name, principal business and address of any corporation or other organization in
which such employment is conducted is as follows:
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
NAME PRINCIPAL BUSINESS ADDRESS BUSINESS
- ---------------------- -------------------------- -------------------------------
<S> <C> <C>
William Ray Nuray Holdings LLC Member
801 E. Trade Street
Charlotte, NC 28202
Delores Ray Nuray Holdings LLC Member
801 E. Trade Street
Charlotte, NC 28202
White Oaks Partners White Oaks Partners Private investment firm
c/o Nuray Holdings LLC engaging in the purchase and
801 E. Trade Street sale of securities
Charlotte, NC 28202
</TABLE>
(d) During the past five years, none of the persons referred to in paragraph (a)
above has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
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(e) During the last five years, none of the persons referred to in paragraph (a)
above has been 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.
(f) William Ray and Delores Ray are United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Persons have used personal funds of the Reporting Persons
for the acquisition of the Common Stock and some of the Common Stock has been
purchased on margin from one or more broker-dealers in accordance with customary
trading practices.
ITEM 4. PURPOSE OF THE TRANSACTION
The Reporting Persons acquired the shares of Common Stock for
investment purposes, and the Reporting Persons intend to evaluate the
performance of such securities as an investment in the ordinary course of
business. The Reporting Persons pursue an investment objective that seeks
capital appreciation. In pursuing this investment objective, the Reporting
Persons analyze the operations, capital structure and markets of companies in
which they invest, including the Company, on a continuous basis through analysis
of documentation and discussions with knowledgeable industry and market
observers and with representatives of such companies (often at the invitation of
management).
Each Reporting Person will continuously assess the Company's business
financial condition, results of operations and prospects, general economic
conditions, the securities market in general and those for the Company's
securities in particular, other developments and other investment opportunities.
Depending on such assessments, one or more of the Reporting Persons may acquire
additional shares of Common Stock or may determine to sell or otherwise dispose
of all or some if its holdings of shares of Common Stock. Such actions will
depend upon a variety of factors, including, without limitation, current and
anticipated future trading prices for such Common Stock, the financial
condition, results of operations and prospects of the Company, alternate
investment opportunities, and general economic, financial market and industry
conditions.
None of the Reporting Persons has any plans or proposals which relate
to, or could result in, any of the matters referred to in paragraphs (a) through
(j), inclusive, of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The total number of shares of Common Stock outstanding was 16,428,356 as of
February 16, 2000, as reflected in the Company's proxy statement on Schedule 14A
filed
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with the Securities and Exchange Commission (the "Commission") on March 1, 2000.
As of the close of business on April 3, 2000, the Reporting Persons beneficially
owned 948,599 shares of Common Stock.
As of the close of business on November 1, 1998, the Reporting Persons
beneficially owned, as that term is defined in Section 13(d) of the Act, the
following shares of Common Stock:
PERCENTAGE OF
NAME OF REPORTING PERSON NUMBER OF SHARES HELD OUTSTANDING SHARES (1)
- ------------------------ --------------------- ----------------------
William Ray 850,500 5.13%
Delores Ray 858,200 5.18%
White Oaks Partners 90,399 0.05%
(1) Calculated by taking the aggregate amount beneficially owned and
dividing by the number of shares outstanding (16,428,356) plus the
number of presently exercisable call options belonging to the
individual reporting person.
Of the shares beneficially owned by the Reporting Persons, 140,000
shares of Common Stock are held pursuant to currently exercisable options.
(b) DKR Investments, LP owns 158,000 shares of the Common Stock, East Boulevard,
LP owns 552,500 shares of the Common Stock and White Oaks Partners owns 90,399
shares of the Common Stock. The total number of shares owned by DKR Investments
LP, East Boulevard, LP and White Oaks Partners is 836,399. Delores Ray owns
7,700 shares of the Common Stock individually. East Boulevard, LP and DKR
Investments, LP (also own 140,000 options exercisable within 60 days). William
Ray and Delores Ray each own a 50% interest in East Boulevard, LP, and DKR
Investments, LP. White Oaks Partners is owned by their children.
The following information applies to shares held by William Ray:
Number Percent
of Shares of Class
--------- --------
Sole Power to Vote Securities 850,500 5.13%
Shared Power to Vote Securities 858,200 5.18%
Sole Power to Dispose of Securities 850,500 5.13%
Shared Power to Dispose of Securities 858,200 5.18%
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The following information applies to shares held by Delores Ray:
Number Percent
of Shares of Class
--------- --------
Sole Power to Vote Securities 858,200 5.18%
Shared Power to Vote Securities 858,200 5.18%
Sole Power to Dispose of Securities 858,200 5.18%
Shares Power to Dispose of Securities 858,200 5.18%
The following information applies to shares held by White Oaks Partners:
Number Percent
of Shares of Class
--------- --------
Sole Power to Vote Securities 90,399 0.05%
Shared Power to Vote Securities 90,399 0.05%
Sole Power to Dispose of Securities 90,399 0.05%
Shares Power to Dispose of Securities 90,399 0.05%
(c) The following purchases of shares of Common Stock were made by the
partnerships listed below through whom beneficial ownership is attributed to
William Ray and Delores Ray. All of the purchases below were effected by William
Ray and Delores Ray.
Shares of Common Stock purchased during last 60 days:
ENTITY DATE PURCHASED SHARES COST/SHARE
- ------ -------------- ------ ----------
DKR Investments, LP 2/8/00 45,000 $ 9.86
DKR Investments, LP 2/9/00 5,000 9.72
DKR Investments, LP 3/9/00 28,000 9.24
DKR Investments, LP 3/10/00 20,000 9.17
East Boulevard, LP 3/13/00 65,000 9.34
East Boulevard, LP 3/14/00 7,000 9.24
East Boulevard, LP 3/15/00 13,000 12.43
East Boulevard, LP 3/24/00 35,500 14.47
East Boulevard, LP 3/25/00 35,500 14.53
East Boulevard, LP 4/3/00 64,500 14.32
On March 15, White Oaks Partners purchased 15,399 shares of the Common Stock at
a price of $11.20 per share.
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Options to purchase shares of Common Stock purchased during the last 60 days:
ENTITY DATE PURCHASED SHARES STRIKE/SHARE
- ------ -------------- ------ ------------
East Boulevard, LP 2/4/00 30,000 $12.50
East Boulevard, LP 2/7/00 10,000 12.50
East Boulevard, LP 2/8/00 20,000 12.50
East Boulevard, LP 2/10/00 20,000 12.50
DKR Investments, LP 2/8/00 30,000 12.50
DKR Investments, LP 2/9/00 15,000 12.50
DKR Investments, LP 2/9/00 10,000 12.50
DKR Investments, LP 2/9/00 5,000 12.50
(d) No person, other than the Reporting Persons, is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of the shares of Common Stock held by the Reporting Persons.
(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 April 4, 2000
between William Ray and Delores Ray and
White Oaks Partners.
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
April 4, 2000 /s/ William E. Ray
---------------------------------
William E. Ray
April 4, 2000 /s/ Delores K. Ray
---------------------------------
Delores K. Ray
April 4, 2000 WHITE OAKS PARTNERS
By: /s/ Martha Ann Kent
---------------------------------
Martha Ann Kent, Trustee
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JOINT FILING AGREEMENT
William E. Ray, Delores K. Ray and White Oaks Partners, each hereby
agree that this 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 persons.
April 4, 2000 /s/ William E. Ray
---------------------------------
William E. Ray
April 4, 2000 /s/ Delores K. Ray
---------------------------------
Delores K. Ray
April 4, 2000 WHITE OAKS PARTNERS
By: /s/ Martha Ann Kent
---------------------------------
Martha Ann Kent, Trustee
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