-----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, BVSvorTogPcYhVfJSj0l33b2LktMUtB8ZehScgXLMTaKIH6SdNUc8qb64KePa9f7 6x+KOood4d9jxwCSE9nDGg== 0000902664-06-000643.txt : 20060214 0000902664-06-000643.hdr.sgml : 20060214 20060214111547 ACCESSION NUMBER: 0000902664-06-000643 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACTION PERFORMANCE COMPANIES INC CENTRAL INDEX KEY: 0000892147 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISC DURABLE GOODS [5090] IRS NUMBER: 860704792 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45273 FILM NUMBER: 06609013 BUSINESS ADDRESS: STREET 1: 1480 SOUTH HOHOKAM DRIVE CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 6023373700 MAIL ADDRESS: STREET 1: 1480 SOUTH HOHOKAM DRIVE CITY: TEMPE STATE: AZ ZIP: 85281 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Prentice Capital Management, LP CENTRAL INDEX KEY: 0001326150 IRS NUMBER: 731728931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 756-8040 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 sc13ga.txt ACTION PERFORMANCE COMPANIES INC SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE 13G/A (Rule 13d-102) ---------------- INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* ACTION PERFORMANCE COMPANIES, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 004933107 (CUSIP Number) December 31, 2005 (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). Schedule 13G/A CUSIP No. 004933107 PAGE 2 OF 9 - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Prentice Capital Management, LP - ------------------------------------------------------------------------------ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------------------------------------------------------------------------------ (3) SEC USE ONLY - ------------------------------------------------------------------------------ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ NUMBER OF (5) SOLE VOTING POWER 0 SHARES ------------------------------------------------------------ BENEFICIALLY (6) SHARED VOTING POWER 0 OWNED BY ------------------------------------------------------------ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ------------------------------------------------------------ PERSON WITH (8) SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% - ------------------------------------------------------------------------------ (12) TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------ Schedule 13G/A CUSIP No. 004933107 PAGE 3 OF 9 - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael Zimmerman - ------------------------------------------------------------------------------ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------------------------------------------------------------------------------ (3) SEC USE ONLY - ------------------------------------------------------------------------------ (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------------------------------------------------------------------------------ NUMBER OF (5) SOLE VOTING POWER 0 SHARES ------------------------------------------------------------ BENEFICIALLY (6) SHARED VOTING POWER 0 OWNED BY ------------------------------------------------------------ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ------------------------------------------------------------ PERSON WITH (8) SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% - ------------------------------------------------------------------------------ (12) TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------ Schedule 13G/A CUSIP No. 004933107 PAGE 4 OF 9 ITEM 1(a). NAME OF ISSUER: ACTION PERFORMANCE COMPANIES, INC. (the "Company") ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1480 South Hohokam Drive Tempe, AZ 85281 ITEM 2(a). NAME OF PERSON FILING: This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons": (i) Prentice Capital Management, LP, a Delaware limited partnership ("Prentice Capital Management"), with respect to the shares reported in this Schedule 13G Amendment held by certain investment funds and managed accounts. (ii) Michael Zimmerman, who is the Managing Member of (a) Prentice Management GP, LLC, the general partner of Prentice Capital Management, LP and (b) Prentice Capital GP, LLC, the general partner of certain investment funds, with respect to the shares reported in this Schedule 13G Amendment held by certain investment funds and managed accounts. ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE: The address of the principal business office of Prentice Capital Management and Mr. Zimmerman is 623 Fifth Avenue, 32nd Floor, New York, New York 10022. ITEM 2(c). CITIZENSHIP: Prentice Capital Management is a Delaware limited partnership. Michael Zimmerman is a United States citizen. ITEM 2(d). TITLE OF CLASS OF SECURITIES: COMMON STOCK, $0.01 PAR VALUE PER SHARE ITEM 2(e). CUSIP NUMBER: 004933107 Schedule 13G/A CUSIP No. 004933107 PAGE 5 OF 9 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Act; (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act; (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940; (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E); (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F); (g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); (h) [ ] Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS BOX. [x] Schedule 13G/A CUSIP No. 004933107 PAGE 6 OF 9 ITEM 4. OWNERSHIP. Prentice Capital Management serves as principal investment manager to a number of investment funds (including Prentice Capital Partners, LP, Prentice Capital Partners GP, LP and Prentice Capital Offshore, Ltd.) and manages investments for certain entities in managed accounts with respect to which it has voting and dispositive authority over the Shares reported in this Schedule 13G Amendment. Mr. Zimmerman is the Managing Member of (a) Prentice Management GP, LLC the general partner of Prentice Capital Management and (b) Prentice Capital GP, LLC, the general partner of certain investment funds. As such, he may be deemed to control Prentice Capital Management and certain of the investment funds and therefore may be deemed to be the beneficial owner of the securities reported in this Schedule 13G Amendment. The percentages used herein are calculated based on the Shares issued and outstanding as of November 30, 2005, as reported in the Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Company for the quarterly period ended October 31, 2005. A. Prentice Capital Management (a) Amount beneficially owned: 0 (b) Percent of class: 0% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition: 0 (iv) shared power to dispose or to direct the disposition: 0 B. Michael Zimmerman (a) Amount beneficially owned: 0 (b) Percent of class: 0% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition: 0 (iv) shared power to dispose or to direct the disposition: 0 Schedule 13G CUSIP No. 004933107 PAGE 7 OF 9 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. 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. See Item 4. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c)) Each of the Reporting Persons hereby makes the following certification: By signing below each Reporting Person certifies that, to the best of its 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 not held in connection with or as a participant in any transaction having that purpose or effect. Schedule 13G CUSIP No. 004933107 PAGE 8 OF 9 SIGNATURES 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: February 14, 2006 PRENTICE CAPITAL MANAGEMENT, LP By: Prentice Management GP, LLC, its General Partner /s/ MICHAEL ZIMMERMAN -------------------------------- Name: Michael Zimmerman Title: Managing Member MICHAEL ZIMMERMAN /s/ MICHAEL ZIMMERMAN -------------------------------- Name: Michael Zimmerman Schedule 13G CUSIP No. 004933107 PAGE 9 OF 9 EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. DATED: February 14, 2006 PRENTICE CAPITAL MANAGEMENT, LP By: Prentice Management GP, LLC, its General Partner /s/ MICHAEL ZIMMERMAN -------------------------------- Name: Michael Zimmerman Title: Managing Member MICHAEL ZIMMERMAN /s/ MICHAEL ZIMMERMAN -------------------------------- Name: Michael Zimmerman -----END PRIVACY-ENHANCED MESSAGE-----