SEC Info - Prentice Capital Management, LP - ‘SC 13G/A’ on 2/14/06 re: Action Performance Companies Inc

SEC Info℠

Home

Help

Please Sign In

Prentice Capital Management, LP – ‘SC 13G/A’ on 2/14/06 re: Action Performance Companies Inc

On: Tuesday, 2/14/06, at 11:15am ET · Accession #: 902664-6-643 · File #: 5-45273

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/14/06  Prentice Capital Management, LP   SC 13G/A               1:14K  Action Performance Companies Inc  Schulte Roth & Z… LLP/FA

Amendment to Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Action Performance Companies Inc                       9     30K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Address of Issuer's Principal Executive Offices: Address of Principal Business Office: CERTIFICATION. (if filing pursuant to Rule 13d-1(c)) Citizenship: Identification and Classification of Members of the Group Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: Name of Issuer: Name of Person Filing: Notice of Dissolution of Group Ownership Ownership of Five Percent or Less of A Class Ownership of More Than Five Percent on Behalf of Another Person Title of Class of Securities: Common Stock, $0.01 Par Value Per Share
1	1st Page - Filing Submission
4	Item 1(a). Name of Issuer:
"	Item 1(b). Address of Issuer's Principal Executive Offices:
"	Item 2(a). Name of Person Filing:
"	Item 2(b). Address of Principal Business Office:
"	Item 2(c). Citizenship:
"	Item 2(d). Title of Class of Securities: Common Stock, $0.01 Par Value Per Share
5	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:
6	Item 4. Ownership
7	Item 5. Ownership of Five Percent or Less of A Class
"	Item 6. Ownership of More Than Five Percent on Behalf of Another Person
"	Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
"	Item 8. Identification and Classification of Members of the Group
"	Item 9. Notice of Dissolution of Group
"	Item 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c))

SC 13G/A 1st Page of 9 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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).                                                                     

SC 13G/A 2nd Page of 9 TOC 1st Previous Next ↓Bottom Just 2nd
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    
------------------------------------------------------------------------------  

SC 13G/A 3rd Page of 9 TOC 1st Previous Next ↓Bottom Just 3rd
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    
------------------------------------------------------------------------------  

SC 13G/A 4th Page of 9 TOC 1st Previous Next ↓Bottom Just 4th
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                                        

SC 13G/A 5th Page of 9 TOC 1st Previous Next ↓Bottom Just 5th
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]                                                                        

SC 13G/A 6th Page of 9 TOC 1st Previous Next ↓Bottom Just 6th
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

SC 13G/A 7th Page of 9 TOC 1st Previous Next ↓Bottom Just 7th
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.                                                                         

SC 13G/A 8th Page of 9 TOC 1st Previous Next ↓Bottom Just 8th
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

SC 13G/A Last Page of 9 TOC 1st Previous Next ↓Bottom Just 9th
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

SC 13G/A	1st Page of 9	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

SC 13G/A	2nd Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 2nd

SC 13G/A	3rd Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 3rd

SC 13G/A	4th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 4th

SC 13G/A	5th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 5th

SC 13G/A	6th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 6th

SC 13G/A	7th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 7th

SC 13G/A	8th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 8th

SC 13G/A	Last Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 9th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13G/A’ Filing	Date	First	Last	Other Filings

Filed on:	2/14/06	8	9	13F-HR, SC 13G/A
	12/31/05	1		13F-HR, 13F-HR/A
	11/30/05	6
	10/31/05	6		SC 13D/A
				List all Filings

↑Top

Filing Submission 0000902664-06-000643 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Prentice Capital Management, LP – ‘SC 13G/A’ on 2/14/06 re: Action Performance Companies Inc

On: Tuesday, 2/14/06, at 11:15am ET · Accession #: 902664-6-643 · File #: 5-45273

Previous ‘SC 13G’: ‘SC 13G/A’ on 2/14/06 · Next: ‘SC 13G/A’ on 2/14/06 · Latest: ‘SC 13G/A’ on 2/14/23

Amendment to Statement of Beneficial Ownership — Schedule 13GFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents