UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No.: ORIGINAL
Name of Issuer: Action Performance Companies
Title of Class of Securities: Common Stock
CUSIP Number: 004933107
Check the following line if a fee is being paid with this statement. (A fee is
not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
CUSIP No.: 004933107
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Strong Capital Management, Inc.
39-1213042
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
1,934,775
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
2,434,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,434,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.9%
12. TYPE OF REPORTING PERSON
IA
CUSIP No.: 004933107
1. NAME OF REPORTING PERSON
Richard S. Strong
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
1,934,775
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
2,434,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,434,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.9%
1. TYPE OF REPORTING PERSON*
IN
Item 1 (a). Name of Issuer: Action Performance Companies
Item 1 (b). Address of Issuer's Principal Executive Offices:
4707 E. Baseline Road, Phoenix, Arizona 85040
Item 2 (a). Name of Persons Filing:
(1) Strong Capital Management, Inc.
(2) Richard S. Strong
Attached as Exhibit 1 is a copy of an agreement between the
persons filing (as specified above) that this Schedule 13G is being
filed on behalf of each of them.
Item 2 (b). Address of Principal Business Office of each of the persons
specified in 2(a) above:
100 Heritage Reserve, Menomonee Falls,
Wisconsin 53051
Item 2 (c). Citizenship or Place of Organization:
Strong Capital Management, Inc.
-Wisconsin corporation
Richard S. Strong--U.S.A.
Item 2 (d). Title of Class of Securities:
Common Stock
Item 2 (e). CUSIP Number:004933107
Item 3. The persons filing this Schedule 13G are:
Strong Capital Management, Inc.
-Investment Advisor registered under Section
203 of the Investment Advisers Act of 1940.
Richard S. Strong--Chairman of the Board and the principal
shareholder of Strong Capital. (Mr. Strong is joining in
this filing on Schedule 13G pursuant to positions taken
by the Staff of the SEC authorizing certain individuals
in similar situations to join in a filing with a controlled
entity eligible to file on Schedule 13G.)
Item 4. Ownership:
Reference is made to Items 5-11 on the cover sheets of this Schedule
13G.
Strong Capital Management, Inc., has been granted discretionary
dispositive power over its clients' securities and in some instances
has voting power over such securities. Any and all discretionary
authority which has been delegated to Strong Capital may be revoked in
whole or in part at any time.
Mr. Strong is joining in this Schedule 13G
and reporting beneficial ownership of the
same securities beneficially owned by Strong
Capital Management, Inc., as a result of his
position with and stock ownership in Strong
Capital Management, Inc. See Item 8.
Item 5. Ownership of Five Percent or Less of a Class
X Not Applicable.
This statement is being filed to report the fact that, as of the
date of this report, the reporting persons have ceased to be the
beneficial owners of more than five percent of the class of
securities.
Item 6. Ownership of More than Five Percent On Behalf
of Another Person
(1)Neither Strong Capital Management, Inc., nor Mr. Strong serves as
custodian of the assets of any of Strong Capital Management, Inc.'s
clients; accordingly, in each instance only the client or client's
custodian or trustee bank has the right to receive dividends paid
with respect to, and proceeds from the sale of, such securities.
The ultimate power to direct the receipt of dividends paid with
respect to, and the proceeds from the sale of, such securities, is
vested in the individual and institutional clients for which Strong
Capital Management, Inc., serves as investment advisor. Any and all
discretionary authority which has been delegated to Strong Capital
Management, Inc., may be revoked in whole or in part at any time.
Not more than 5% of the class of such securities is owned by any one of
such clients subject to the investment advice of Strong Capital
Management, Inc. or its affiliates.
(2)With respect to securities owned by any one of the Strong Funds,
only Firstar Bank, N. A., as custodian for each of such Funds, has
the right to receive dividends paid with respect to, and proceeds
from the sale of, such securities. No other person is known to have
such right, except that the shareholders of each such Fund
participate proportionately in any dividends and distributions so
paid.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members
of the Group
Strong Capital Management, Inc.,
a Wisconsin corporation, is an investment
advisor registered under Section 203 of the
Investment Advisers Act of 1940. Mr. Strong
is Chairman of the Board of Strong Capital
Management, Inc., and beneficially owns
substantially all of Strong Capital
Management, Inc.'s outstanding voting
securities. Mr. Strong is joining in this
Schedule 13G because, as a result of his
position with and ownership of securities of
Strong Capital Management, Inc., Mr. Strong
could be deemed to have voting and/or
investment power with respect to the shares
beneficially owned by Strong Capital
Management, Inc. Neither the filing of this
joint Schedule 13G nor any information
contained herein shall be construed as an
admission by Mr. Strong of his control or
power to influence the control of Strong
Capital Management, Inc.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below, the undersigned (i) hereby certify that, to the best
of their knowledge and belief, the securities reported herein were
acquired in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purpose or effect and (ii) hereby declare and affirm that the filing
of this Schedule 13G shall not be construed as an admission that
either of the reporting persons is the beneficial owner of the
securities reported herein, which beneficial ownership is hereby
expressly denied (except for such shares, if any, reported herein as
beneficially owned by Strong Capital Management, Inc., for its own
account or by Mr. Strong for his individual account and not as a
result of his position with and ownership of securities of Strong
Capital Management, Inc.).
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: 08/10/00
/s/ Liz Cohernour
-------------------------
Liz Cohernour
Senior Vice President
STRONG CAPITAL MANAGEMENT, INC.
/s/ Richard S. Strong
--------------------------
Richard S. Strong
Chairman of the Board
STRONG CAPITAL MANAGEMENT, INC.
EXHIBIT INDEX
Exhibit 1. Joint Filing Agreement
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, each of the undersigned hereby agrees to the joint filing with the
other reporting person of a statement on Schedule 13G (including amendments
thereto) with respect to the Common Stock of Action Performance Companies and
that this Agreement be included as an Exhibit to such joint filing.
This Agreement may be executed in any number of counterparts all of which
taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby executes this Agreement this
08/10/00.
/s/ Liz Cohernour
---------------------------------
Liz Cohernour
Senior Vice President
STRONG CAPITAL MANAGEMENT, INC.
/s/ Richard S. Strong
-------------------------
Richard S. Strong
Chairman of the Board
STRONG CAPITAL MANAGEMENT, INC.
