<SUBMISSION>
<ACCESSION-NUMBER>0001157523-05-008015
<TYPE>3
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20050829
<FILING-DATE>20050908
<DATE-OF-FILING-DATE-CHANGE>20050908
<ISSUER>
<COMPANY-DATA>
<CONFORMED-NAME>ACTION PERFORMANCE COMPANIES INC
<CIK>0000892147
<ASSIGNED-SIC>5090
<IRS-NUMBER>860704792
<STATE-OF-INCORPORATION>AZ
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<BUSINESS-ADDRESS>
<STREET1>1480 SOUTH HOHOKAM DRIVE
<CITY>TEMPE
<STATE>AZ
<ZIP>85281
<PHONE>6023373700
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1480 SOUTH HOHOKAM DRIVE
<CITY>TEMPE
<STATE>AZ
<ZIP>85281
</MAIL-ADDRESS>
</ISSUER>
<REPORTING-OWNER>
<OWNER-DATA>
<CONFORMED-NAME>SMISC Holdings, Inc.
<CIK>0001337922
<STATE-OF-INCORPORATION>NC
<FISCAL-YEAR-END>1231
</OWNER-DATA>
<FILING-VALUES>
<FORM-TYPE>3
<ACT>34
<FILE-NUMBER>001-11866
<FILM-NUMBER>051075851
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>5555 CONCORD PARKWAY SOUTH
<CITY>CONCORD
<STATE>NC
<ZIP>28027
<PHONE>704.455.3299
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5555 CONCORD PARKWAY SOUTH
<CITY>CONCORD
<STATE>NC
<ZIP>28027
</MAIL-ADDRESS>
</REPORTING-OWNER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>a4968247_ex.xml
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0202</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2005-08-29</periodOfReport>

    <noSecuritiesOwned>1</noSecuritiesOwned>

    <issuer>
        <issuerCik>0000892147</issuerCik>
        <issuerName>ACTION PERFORMANCE COMPANIES INC</issuerName>
        <issuerTradingSymbol>ATN</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001337922</rptOwnerCik>
            <rptOwnerName>SMISC Holdings, Inc.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>5555 CONCORD PARKWAY SOUTH</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>CONCORD</rptOwnerCity>
            <rptOwnerState>NC</rptOwnerState>
            <rptOwnerZipCode>28027</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>1</isOther>
            <otherText>Holds proxy from 10% owner</otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <remarks>Pursuant to a Shareholder Agreement dated as of August 29, 2005 among SMISC, LLC and Fred Wagenhals, SMISC, LLC, Lesa France
Kennedy and Marcus G. Smith were each granted an irrevocable proxy to vote 906,800 shares over which Mr. Wagenhals exercises
sole voting and disposition power, 284,195 options to acquire additional Issuer shares in his name, up to 906,800 shares
owned by Lisa Wagenhals, Mr. Wagenhals' former spouse (to the extent still owned by Ms. Wagenhals), over which Mr. Wagenhals
has voting power, and stock issued upon the exercise of up to 284,195 options owned by Ms. Wagenhals (to the extent still
owned by Ms. Wagenhals). The Reporting Person disclaims any reportable pecuniary interest in shares of the Issuer.</remarks>

    <ownerSignature>
        <signatureName>/s/ William R. Brooks</signatureName>
        <signatureDate>2005-09-08</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a4968247ex99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
EX-99.1  FORM 3 JOINT FILER INFORMATION

Name:  Speedway Motorsports, Inc.

Address: 5555 Concord Parkway South, Concord, North Carolina 28027

Designated Filer:  SMISC Holdings, Inc.

Issuer & Ticker Symbol:  Action Performance Companies, Inc. (ATN)

Date of Event Requiring Statement:  08/29/2005


Signature:    /s/ William R. Brooks
             -------------------------
              Name: William R. Brooks
              Executive Vice President and Chief Financial Officer
-------------

Name:  O. Bruton Smith

Address: 5555 Concord Parkway South, Concord, North Carolina 28027

Designated Filer:  SMISC Holdings, Inc.

Issuer & Ticker Symbol:  Action Performance Companies, Inc. (ATN)

Date of Event Requiring Statement:  08/29/2005


Signature:    /s/ O. Bruton Smith
             ------------------------
              Name: O. Bruton Smith
-------------

Name:  Marcus G. Smith

Address: 5555 Concord Parkway South, Concord, North Carolina 28027

Designated Filer:  SMISC Holdings, Inc.

Issuer & Ticker Symbol:  Action Performance Companies, Inc. (ATN)

Date of Event Requiring Statement:  08/29/2005


Signature:    /s/ Marcus G. Smith
             ---------------------
              Name: Marcus G. Smith
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>a4968247ex99_2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>

EX-99.2  EXPLANATORY STATEMENT

     SMISC, LLC ("SMISC"), Motorsports Authentics, Inc. (an indirect
wholly-owned subsidiary of SMISC) ("Merger Sub") and Issuer entered into an
Agreement and Plan of Merger, dated as of August 29, 2005 (the "Merger
Agreement"). Pursuant to the terms and conditions of the Merger Agreement,
Merger Sub will be merged with and into the Issuer and Issuer will continue as
the surviving entity (the "Surviving Entity") and as an indirect wholly-owned
subsidiary of SMISC (the "Merger"). Following the consummation of the Merger,
the Surviving Entity will be renamed "Motorsports Authentics, Inc." Pursuant to
a provision of the Merger Agreement, the form of the merger transaction may be
changed prior to the consummation thereof. The consummation of the Merger is
subject to the approval of the shareholders of Issuer and other customary
closing conditions.

     As a condition and inducement to SMISC and Merger Sub to enter into the
Merger Agreement with the Issuer, Fred Wagenhals (the "Primary Shareholder"),
entered into a shareholder agreement, dated as of August 29, 2005 (the
"Shareholder Agreement") with SMISC. Pursuant to the Shareholder Agreement, the
Primary Shareholder has agreed to vote all of the shares of Common Stock owned
and controlled by him at the time of the shareholders meeting considering the
Merger and the Merger Agreement (the "Subject Shares") in favor of the Merger,
the Merger Agreement and the transactions contemplated thereby.

     Pursuant to a property settlement agreement with his former spouse, Mr.
Wagenhals has the right to vote the up to 906,800 shares of Common Stock which
were transferred to his former spouse pursuant to the property settlement
agreement. The settlement agreement provides that for so long as Mr. Wagenhals
is the CEO of Action Performance and/or an officer of Action Performance he and
his designees will have a right of first refusal and voting/proxy rights with
respect to the transferred shares. Mr. Wagenhals also has the ability to
designate Action Performance or others to execute the right of first refusal. In
addition, Ms. Wagenhals owns options to purchase up to 284,195 shares of Common
Stock. If Ms. Wagenhals exercises her options, Mr. Wagenhals will have the right
to vote any shares that result from such exercise. The Reporting Persons cannot
be sure that Ms. Wagenhals has not disposed of any of the Common Stock or
options owned by her. If Ms. Wagenhals has disposed of any of her Common Stock
or Common Stock owned by her resulting from the exercise of her options, Mr.
Wagenhals would no longer have the right to vote such shares, nor would
Reporting Persons have any rights with respect thereto.

     (a) As of August 29, 2005, each of the Reporting Persons may be deemed to
be the beneficial owner of (i) 1,813,6000 shares of Common Stock (this includes:
(a) the 906,800 shares of Common Stock, owned by Mr. Fred Wagenhals, plus (b)
the up to 906,800 shares of Common Stock owned by Ms. Wagenhals, for a total of
1,813,600 shares of Common Stock. Mr. Wagenhals has the right to vote, but not
dispose of Ms. Wagenhals' Common Stock. Reporting Persons cannot be sure that
Ms. Wagenhals has not disposed of some or all of the Common Stock owned by her.
(If Ms. Wagenhals has disposed of any of her Common Stock, Mr. Wagenhals would
no longer have the right to vote such shares nor would Reporting Persons have
any rights with respect thereto) plus (ii) 568,390 shares of Common Stock
pursuant to options (this includes: (a) the options to purchase 284,195 shares
of Common Stock owned by Mr. Wagenhals, plus (b) the options to purchase up to
284,195 shares of Common Stock owned by Ms. Wagenhals. Mr. Wagenhals has the
right to vote any shares that arise from Ms. Wagenhals' options. Reporting
Persons cannot be sure that Ms. Wagenhals has not exercised some or all of her
options. If Ms. Wagenhals has disposed of any of the Common Stock owned by her
resulting from the exercise of her options, Mr. Wagenhals would no longer have
the right to vote such shares, nor would Reporting Persons have any rights with
respect thereto.) to purchase Common Stock held by Primary Shareholder and his
former wife which results in an aggregate total of 2,381,990 shares of Common
Stock (the "Beneficial Common Stock").


<PAGE>


     (b) Pursuant to the Shareholder Agreement, SMISC and certain of its
officers, including Mr. Marcus G. Smith, have been granted an irrevocable proxy
to vote the Common Stock owned and controlled by the Primary Shareholder. As a
result, each has the shared power to vote, or to direct the voting of the
Beneficial Common Stock and thus each may be deemed to be the direct beneficial
owner of the Beneficial Common Stock. None of the aforementioned has any right
or power to dispose of the Beneficial Common Stock, other than as set forth in
the Shareholder Agreement.

     Mr. O. Bruton Smith, as the majority owner of Speedway Motorsports, Inc.
("SMI"), may be deemed to control the management of SMI. SMI, in turn, directly
controls SMISC Holdings, Inc. ("SMISC Holdings"), which in turn equally shares
in the ownership and management of SMISC. Because of the indirect management
control of SMISC by SMISC Holdings, SMI and Mr. O. Bruton Smith, SMISC Holdings,
SMI and Mr. O. Bruton Smith each may be construed to have the shared power to
vote or direct the voting of the Beneficial Common Stock. Thus, each may be
deemed to be an indirect beneficial owner of the Beneficial Common Stock.

     The Beneficial Common Stock constitutes approximately 12.63% of the Common
Stock, based on 18,858,711 shares of Common Stock issued and outstanding as of
August 29, 2005 (as represented by Action Performance in the Merger Agreement).

     The Reporting Persons disclaim any reportable pecuniary interest in shares
of the Issuer.
</TEXT>
</DOCUMENT>
</SUBMISSION>
