SECURITIES AND EXCHANGE COMMISSION

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gm+hl1NSE2v9w+EM+E7Oy2h9GRbs5j1QwRlMVzxeveqOXmffeq7AJVsJAkWFWYa+ 4+USmaxu4n62wKvi0ThuOQ== 0000892712-03-000102.txt : 20030214 0000892712-03-000102.hdr.sgml : 20030214 20030213174836 ACCESSION NUMBER: 0000892712-03-000102 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STRONG RICHARD S CENTRAL INDEX KEY: 0000094912 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 100 HERITAGE RESERVE CITY: MENOMONONEE FALLS STATE: WI ZIP: 53051 MAIL ADDRESS: STREET 1: 100 HERITAGE RESERVE CITY: MENOMONES FALLS STATE: WI ZIP: 53051 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RACING CHAMPIONS CORP CENTRAL INDEX KEY: 0001034239 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISC DURABLE GOODS [5090] IRS NUMBER: 364088307 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52897 FILM NUMBER: 03561402 BUSINESS ADDRESS: STREET 1: 800 ROOSEVELT ROAD BUILDING C SUITE 320 CITY: GLEN ELLYN STATE: IL ZIP: 60137 BUSINESS PHONE: 6307903507 MAIL ADDRESS: STREET 1: 800 ROOSEVELT RD BLDG C STE 320 STREET 2: 800 ROOSEVELT RD BLDG C STE 320 CITY: GLEN ELLYN STATE: IL ZIP: 60137 SC 13G/A 1 sch13ga15.htm SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Racing Champions Ertl Corporation

(Name of Issuer)

Common Stock

Par Value $0.01 per Share

(Title of Class of Securities)

750069106

(CUSIP Number)

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]

Rule 13d-1(b)

[X]

Rule 13d-1(c)

[ ]

Rule 13d-1(d)

__________________________

*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).

13G

CUSIP No. 750069106

Page 2 of 5 Pages

NAME OF REPORTING PERSON/

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)

Richard S. Strong

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]

(b) [ ]

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

SOLE VOTING POWER

SHARED VOTING POWER

1,511,575

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

1,511,575

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,511,575

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

N/A

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.2%

TYPE OF REPORTING PERSON

13G

CUSIP No. 750069106

Page 3 of 5 Pages

Item 1(a).

Name of Issuer

Racing Champions Ertl Corporation

Item 1(b).

Address of Issuer’s Principal Executive Offices

800 Roosevelt Road, Building C, Suite 320

Glen Ellyn, Illinois 60137

USA

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office

Item 2(c).

Citizenship

Richard S. Strong (the “Reporting Person”)

100 Heritage Reserve

Menomonee Falls

Wisconsin 53051

(414) 359-3400

U.S. Citizen

Item 2(d).

Title of Class of Securities

Common Stock Par Value $0.01 per Share.

Item 2(e).

CUSIP Number

750069106

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: N/A

13G

CUSIP No. 750069106

Page 4 of 5 Pages

Item 4.

Ownership

(a)

Amount beneficially owned:

See response to Item 9 of the cover page. (1)

(b)

Percent of Class:

See response to Item 11 of the cover page.(1)

(c)

Number of shares as to which such persons have:

(i)

Sole power to vote or to direct the vote:

(ii)

Shared power to vote or to direct the vote:

See response to Item 6 of the cover page.(1)

(iii)

Sole power to dispose or to direct the disposition of:

(iv)

Shared power to dispose or to direct the disposition of:

See response to Item 8 of the cover page. (1)

Item 5.

Ownership of Five Percent or Less of a Class

N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

N/A

(1)

The beneficial ownership of Common Stock reported by the Reporting Person includes:

612,450 shares held by Calm Waters Partnership, a private investment vehicle owned by the Reporting Person and family members;

ii.

182,665 shares held by client accounts over which Strong Capital Management, Inc. (“SCM”), a registered investment adviser and wholly owned subsidiary of Strong Financial Corporation (“SFC”), has discretionary authority, and beneficial ownership of which may be attributed to the Reporting Person by virtue of his control of SCM and SFC; and

iii.

716,460 shares held by private investment companies over which Flint Prairie LLC (“FP”), a registered investment adviser, has discretionary authority, and beneficial ownership of which may be attributed to the Reporting Person by virtue of his control of FP.

13G

CUSIP No. 750069106

Page 5 of 5 Pages

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

N/A

Item 8.

Identification and Classification of Members of the Group

N/A

Item 9.

Notice of Dissolution of Group

N/A

Item 10.

Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2003

/s/ Richard S. Strong

Richard S. Strong

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