-----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, ISHcWoZkCvJW8TqNYTDbYP6Pk6CI08jwwt/vvm1mqesEXDy5jKOL6Xb08t6d6GSI 7F/mVdPSAdqfEPTmkBFgrA== 0000950149-03-002842.txt : 20031204 0000950149-03-002842.hdr.sgml : 20031204 20031203212538 ACCESSION NUMBER: 0000950149-03-002842 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031204 GROUP MEMBERS: 21ST CENTURY RACING HOLDINGS LLC GROUP MEMBERS: BIG BANG RACING LLC GROUP MEMBERS: GERALD R. FORSYTHE GROUP MEMBERS: KEVIN KALKHOVEN GROUP MEMBERS: OPEN WHEEL ACQUISITION CORPORATION GROUP MEMBERS: PAUL GENTILOZZI GROUP MEMBERS: WILLIS CAPITAL, L.L.C. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OPEN WHEEL RACING SERIES LLC CENTRAL INDEX KEY: 0001259982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 275 MIDDLEFIELD RD STREET 2: 2ND FL CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6503297332 FORMER COMPANY: FORMER CONFORMED NAME: CORKSCREW ACQUISITION LLC DATE OF NAME CHANGE: 20030814 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHAMPIONSHIP AUTO RACING TEAMS INC CENTRAL INDEX KEY: 0001051825 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-RACING, INCLUDING TRACK OPERATION [7948] IRS NUMBER: 383389456 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53893 FILM NUMBER: 031036371 BUSINESS ADDRESS: STREET 1: 755 W BIG BEAVER RD STREET 2: SUITE 800 CITY: TROY STATE: MI ZIP: 48084 BUSINESS PHONE: 2483628800 MAIL ADDRESS: STREET 1: 755 W BIG BEAVER RD STREET 2: SUITE 800 CITY: TROY STATE: MI ZIP: 48084 SC 13D/A 1 f94980sc13dza.htm AMENDMENT NO. 3 TO SCHEDULE 13-D sc13dza
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13-D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

CHAMPIONSHIP AUTO RACING TEAMS, INC.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

158711101

(Cusip Number)

OPEN WHEEL RACING SERIES LLC
275 Middlefield Road, Second Floor
Menlo Park, CA 94025
Attention: Kevin Kalkhoven
(650) 329-7300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 2, 2003

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

 

ITEM 1. SECURITY AND ISSUER.
ITEM 2. IDENTITY AND BACKGROUND.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
ITEM 4. PURPOSE OF TRANSACTION.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
SIGNATURE
EXHIBIT 99.8
EXHIBIT 99.9

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CUSIP No. 158711101 Page 2 of 15
  1. Name of Reporting Person:
OPEN WHEEL RACING SERIES LLC		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
DELAWARE
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
3,377,400
8. Shared Voting Power:
3,377,400
9. Sole Dispositive Power:
3,377,400
10.Shared Dispositive Power:
3,377,400
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,377,400
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
22.9%(1)
  14.Type of Reporting Person (See Instructions):
OO

(1)  Based on 14,718,134 shares outstanding as reported by CART in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.

2

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CUSIP No. 158711101 Page 3 of 15
  1. Name of Reporting Person:
OPEN WHEEL ACQUISITION CORPORATION		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
DELAWARE
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
N/A
8. Shared Voting Power:
3,377,400 (1)
9. Sole Dispositive Power:
N/A
10.Shared Dispositive Power:
3,377,400 (1)
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,377,400 (1)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
22.9%(2)
  14.Type of Reporting Person (See Instructions):
OO

(1)      As further explained in Item 3 below, Open Wheel Acquisition Corporation is the beneficial owner of 3,377,400 shares of CART common stock, which are owned by Open Wheel Racing Series LLC.

(2)      Based on 14,718,134 shares outstanding as reported by CART in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.

3

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CUSIP No. 158711101 Page 4 of 15
  1. Name of Reporting Person:
21st CENTURY RACING HOLDINGS LLC		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
DELAWARE
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
N/A
8. Shared Voting Power:
3,377,400 (1)
9. Sole Dispositive Power:
N/A
10.Shared Dispositive Power:
3,377,400 (1)
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,377,400 (1)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
22.9%(2)
  14.Type of Reporting Person (See Instructions):
OO

(1)      As further explained in Item 3 below, 21st Century Racing Holdings LLC is the beneficial owner of 3,377,400 shares of CART common stock, which are owned by Open Wheel Racing Series LLC.

(2)      Based on 14,718,134 shares outstanding as reported by CART in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.

4

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CUSIP No. 158711101 Page 5 of 15
  1. Name of Reporting Person:
KEVIN KALKHOVEN		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
PF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
UNITED KINGDOM
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
N/A
8. Shared Voting Power:
3,377,400 (1)
9. Sole Dispositive Power:
N/A
10.Shared Dispositive Power:
3,377,400 (1)
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,377,400 (1)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
22.9%(2)
  14.Type of Reporting Person (See Instructions):
IN

(1)      As further explained in Item 3 below, Kevin Kalkhoven is the beneficial owner of 3,377,400 shares of CART common stock, which are owned by Open Wheel Racing Series LLC.

(2)      Based on 14,718,134 shares outstanding as reported by CART in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.

5

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CUSIP No. 158711101 Page 6 of 15
  1. Name of Reporting Person:
BIG BANG RACING LLC		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
DELAWARE
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
N/A
8. Shared Voting Power:
3,377,400 (1)
9. Sole Dispositive Power:
N/A
10.Shared Dispositive Power:
3,377,400 (1)
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,377,400 (1)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
22.9%(2)
  14.Type of Reporting Person (See Instructions):
OO

(1)      As further explained in Item 3 below, Big Bang Racing LLC is the beneficial owner of 3,377,400 shares of CART common stock, which are owned by Open Wheel Racing Series LLC.

(2)      Based on 14,718,134 shares outstanding as reported by CART in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.

6

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CUSIP No. 158711101 Page 7 of 15
  1. Name of Reporting Person:
PAUL GENTILOZZI		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
PF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
UNITED STATES
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
N/A
8. Shared Voting Power:
3,377,400 (1)
9. Sole Dispositive Power:
N/A
10.Shared Dispositive Power:
3,377,400 (1)
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,377,400 (1)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
22.9%(2)
  14.Type of Reporting Person (See Instructions):
IN

(1)      As further explained in Item 3 below, Paul Gentilozzi is the beneficial owner of 3,377,400 shares of CART common stock, which are owned by Open Wheel Racing Series LLC.

(2)      Based on 14,718,134 shares outstanding as reported by CART in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.

7

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CUSIP No. 158711101 Page 8 of 15
  1. Name of Reporting Person:
WILLIS CAPITAL, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
DELAWARE
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
N/A
8. Shared Voting Power:
3,377,400 (1)
9. Sole Dispositive Power:
N/A
10.Shared Dispositive Power:
3,377,400 (1)
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,377,400 (1)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
22.9%(2)
  14.Type of Reporting Person (See Instructions):
OO

(1)      As further explained in Item 3 below, Willis Capital, L.L.C. is the beneficial owner of 3,377,400 shares of CART common stock, which are owned by Open Wheel Racing Series LLC.

(2)      Based on 14,718,134 shares outstanding as reported by CART in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.

8

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CUSIP No. 158711101 Page 9 of 15
  1. Name of Reporting Person:
GERALD R. FORSYTHE		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
PF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
UNITED STATES
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
8. Shared Voting Power:
3,377,400 (1)
9. Sole Dispositive Power:
10.Shared Dispositive Power:
3,377,400 (1)
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,377,400
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
22.9%(2)
  14.Type of Reporting Person (See Instructions):
IN

(1)      As further explained in Item 3 below, Gerald R. Forsythe is the beneficial owner of 3,377,400 shares of CART common stock, which are owned by Open Wheel Racing Series LLC.

(2)      Based on 14,718,134 shares outstanding as reported by CART in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.

9

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BACKGROUND

     The Schedule 13D filed on August 18, 2003, Schedule 13D-A filed on September 11, 2003, and Schedule 13D-A filed on November 12, 2003 by the Reporting Persons identified in Item 2 are hereby amended. This Amendment No. 3 to the Schedule 13D (“Schedule 13-D/A”) is filed because certain conditions to the proposed acquisition by the Reporting Persons of all common stock of Championship Auto Racing Teams, Inc. (“CART”) are not expected to be satisfied, and as a result, Open Wheel Racing Series LLC has made an alternative proposal to acquire certain assets of CART and/or its subsidiaries.

     
ITEM 1.   SECURITY AND ISSUER

     This Schedule 13-D/A relates to the common stock, par value $0.01 per share (the “COMMON STOCK”), of CART, a Delaware corporation whose principal executive offices are located at 5350 Lakeview Parkway South Drive, Indianapolis, Indiana 46268.

     
ITEM 2.   IDENTITY AND BACKGROUND

     This Schedule 13-D/A is filed by Open Wheel Racing Series LLC, Open Wheel Acquisition Corporation, 21st Century Racing Holdings LLC, Kevin Kalkhoven (“MR. KALKHOVEN”), Big Bang Racing LLC, Paul Gentilozzi (“MR. GENTILOZZI”), Willis Capital, L.L.C., and Gerald R. Forsythe ("MR. FORSYTHE")(collectively the “REPORTING PERSONS”), with respect to shares of Common Stock which the Reporting Persons own or may be deemed to beneficially own pursuant to Section 13(d) of the Securities Exchange Act of 1934 as amended (the “EXCHANGE ACT”).

     Open Wheel Racing Series LLC (“OPEN WHEEL RACING”) is organized under the laws of the State of Delaware, and its principal office is located at 275 Middlefield Road, Second Floor, Menlo Park, California 94025. Open Wheel Racing is a specially formed entity whose principal business is to acquire CART. The members of Open Wheel Racing are 21st Century Racing Holdings LLC, Big Bang Racing LLC, and Willis Capital, L.L.C.

     Open Wheel Acquisition Corporation (“ACQUISITION CORP.”) is organized under the laws of the State of Delaware and its principal office is located at 275 Middlefield Road, Second Floor, Menlo Park, California 94025. Acquisition Corp. is a wholly owned subsidiary of Open Wheel Racing formed for the purpose of effecting a merger with CART. The directors of Acquisition Corp. are Messrs. Kalkhoven, Gentilozzi and Forsythe. The executive officers of Acquisition Corp. are Messrs. Kalkhoven, Gentilozzi and Forsythe.

     21st Century Racing Holdings LLC is organized under the laws of the State of Delaware, and its principal office is located at 275 Middlefield Road, Second Floor, Menlo Park, California 94025. 21st Century Racing Holdings LLC is a specially formed entity whose principal business is to acquire a membership interest in Open Wheel Racing. The sole member of 21st Century Racing Holdings LLC is Mr. Kalkhoven.

     Mr. Kalkhoven is a United Kingdom citizen and his business address is 275 Middlefield Road, Second Floor, Menlo Park, California 94025. Mr. Kalkhoven’s present principal occupation is that of an investor. Mr. Kalkhoven is a member of Kalkhoven, Pettit, Levin and Johnson Ventures, LLC, whose principal business address is 275 Middlefield Road, Second Floor, Menlo Park, California 94025.

     Big Bang Racing LLC is organized under the laws of the State of Delaware and its principal office is located at 201 N. Washington Square, Suite 900, Lansing, Michigan 48933. Big Bang Racing LLC is a specially formed entity whose principal business is to acquire a membership interest in Open Wheel Racing. The sole member of Big Bang Racing LLC is Paul Gentilozzi.

     Mr. Gentilozzi is a United States citizen and his business address is 201 N. Washington Square, Suite 900, Lansing, Michigan 48933. Mr. Gentilozzi’s principal occupation is that of an investor. Mr. Gentilozzi is the sole member of Big Bang Racing LLC. Mr. Gentilozzi is also CEO of Rocketsports Inc. and Gentilozzi Real Estate, Inc.

 

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     Willis Capital, L.L.C. (“WILLIS CAPITAL”), is organized under the laws of the State of Delaware and its principal office is located at 1111 South Willis Avenue, Wheeling, Illinois 60090. Willis Capital is a specially formed entity whose principal business is to acquire a membership interest in Open Wheel Racing. The members of Willis Capital are Mr. Forsythe, Forsythe Racing, Inc., Indeck Energy Services, Inc., and Indeck-Ilion Cogeneration Corp.

     Mr. Forsythe is a United States citizen and his business address is 1111 South Willis Avenue, Wheeling, Illinois 60090. Mr. Forsythe’s principal occupation is Chairman and CEO of Indeck Power Equipment Company, IES, Indeck-Ilion, and Forsythe Racing, Inc.

     Forsythe Racing, Inc. is organized under the laws of the State of Illinois and its principal office is 1111 South Willis Avenue, Wheeling, Illinois 60090. Mr. Forsythe is the Chairman and CEO of Forsythe Racing, Inc. The directors of Forsythe Racing, Inc., are: Gerald R. Forsythe, Michelle R. Fawcett, Marsha L. Fournier, Monica J. Breslow, and Melissa F. Bernadette.

     Indeck Energy Services, Inc. (“IES”) is organized under the laws of the State of Illinois and its principal office is located at 600 North Buffalo Grove Road, Buffalo Grove, Illinois 60089. Mr. Forsythe is the Chairman and CEO of IES. The directors of IES are: Gerald R. Forsythe, Michelle R. Fawcett, Marsha L. Fournier, Monica J. Breslow, Melissa F. Bernadette, Lawrence A. Lagowski, and Thomas M. Campone.

     Indeck-Ilion Cogeneration Corp. (“INDECK-ILION”) is a wholly owned subsidiary of IES and is organized under the laws of the State of Illinois. Its principal office is located at 600 North Buffalo Grove Road, Buffalo Grove, Illinois 60089. Mr. Forsythe is the Chairman and CEO of Indeck-Ilion. The directors of Indeck-Ilion are: Gerald R. Forsythe, Marsha L. Fournier, Lawrence A. Lagowski, and Thomas M. Campone.

     During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

     During the last five years, none of the Reporting Persons were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation of such laws.

     
ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

     The Common Stock beneficially owned by the Reporting Persons is owned by Open Wheel Racing. Pursuant to the Open Wheel Racing Operating Agreement dated August 15, 2003 (the “OPERATING AGREEMENT”), filed as Exhibit 99.3, and the Contribution Agreement dated September 10, 2003 (the “CONTRIBUTION AGREEMENT”), filed as Exhibit 99.7, Willis Capital has contributed to Open Wheel Racing its shares of Common Stock and will contribute such additional cash as required by the Operating Agreement. The other members of Open Wheel Racing have agreed to contribute cash toward the capitalization of Open Wheel Racing. Messrs. Kalkhoven, Gentilozzi and Forsythe would use personal funds to fund the obligation of 21st Century Racing Holdings LLC, Big Bang Racing LLC, and Willis Capital, L.L.C., respectively.

     
ITEM 4.   PURPOSE OF TRANSACTION

     The Reporting Persons formed Open Wheel Racing in order to acquire CART. As previously reported, Open Wheel Racing proposed to acquire CART in a letter delivered to CART on August 15, 2003 and filed as Exhibit 99.1. That proposal contemplated acquiring all outstanding capital stock and attached rights of CART (the “MERGER”). The terms of the Merger are set forth in the Agreement and Plan of Merger among Open Wheel Racing, Acquisition Corp. and CART, dated September 10, 2003 (the “MERGER AGREEMENT”), filed as Exhibit 99.5. Open Wheel Racing and CART issued a joint press release regarding the proposed Merger, filed as Exhibit 99.6.

 

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     Open Wheel has informed CART that it does not believe that CART can satisfy the conditions to the Merger, and that Open Wheel Racing will not waive any condition to the closing. CART has announced that it believes that it is unlikely that the condition regarding the absence of any material adverse effect will be satisfied.

     In light of the foregoing, Open Wheel Racing has proposed an alternative transaction to permit Open Wheel Racing to continue the CART racing series next year. The proposal contemplates that Open Wheel Racing would purchase certain assets of CART and/or its subsidiaries and assume certain liabilities. The acquisition would be structured to occur pursuant to Sections 363 and 365 of the Bankruptcy Code. To permit CART to operate until a transaction could close, Open Wheel Racing would provide secured financing to CART in an amount to be determined. A press release referring to the discussions of December 2, 2003 between Open Wheel Racing and CART, where the proposal was first made, is filed as Exhibit 99.8. The proposal is reflected in a letter to CART, filed as Exhibit 99.9.

     References to, and the descriptions of, the Merger Agreement and all other documents described herein are qualified in their entirety by reference to the complete text of such agreements and documents, which are filed as exhibits to this Schedule 13-D/A and incorporated by reference herein.

     
ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER

     (a) The Reporting Persons beneficially own, within the meaning of Rule 13d-3 under the Exchange Act, an aggregate of 3,377,400 shares of Common Stock, representing approximately 22.9% of the outstanding shares of Common Stock based on 14,718,134 shares outstanding, as reported by CART in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.

     (b) As of the date of filing, the shares that are the subject of this Schedule 13-D/A are held by Open Wheel Racing. Open Wheel Racing has the sole power to vote and dispose of 3,377,400 shares of Common Stock, subject to the limitations in the Operating Agreement, the Contribution Agreement and the Voting Agreements described in Item 6 below.

     (c) The Reporting Persons have not made any purchases of CART Common Stock over the past 60 days.

     (d) Not applicable.

     (e) Not applicable.

     
ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER

     The shares of Common Stock currently owned by Open Wheel Racing are subject to voting agreements between Gerald R. Forsythe and CART dated October 16, 2002, and September 11, 2002 (the “VOTING AGREEMENTS”), pursuant to which all Common Stock acquired by Mr. Forsythe in excess of 15% of the outstanding stock must be voted consistent with the recommendation of the CART Board of Directors on all strategic matters for a period of three years.

     Pursuant to a letter delivered to Mr. Forsythe by the CART Board of Directors on August 11, 2003 (the “AUGUST 11 LETTER”), filed as Exhibit 99.2, the CART Board of Directors approved the formation of a group for purposes of formulating an acquisition proposal, provided that if the acquisition proposal is abandoned, withdrawn or rejected by the board, such group will disband.

     On August 15, 2003, in response to the August 11 Letter, 21st Century Racing Holdings LLC, Big Bang Racing LLC, and Willis Capital executed the Operating Agreement of Open Wheel Racing, filed as Exhibit 99.3. The Operating Agreement restricts the ability of Willis Capital to transfer any Common Stock it holds and to the extent such shares are not subject to the Voting Agreements described below, to vote such Common Stock as directed by Open Wheel Racing.

 

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     On September 10, 2003, Messrs. Kalkhoven, Gentilozzi and Forsythe executed a Contribution Agreement, filed as Exhibit 99.7. Pursuant to the Contribution Agreement, Mr. Forsythe contributed the shares of Common Stock beneficially owned by Willis Capital to Open Wheel Racing on September 26, 2003.

     On September 10, 2003, Open Wheel Racing and Acquisition Corp. entered into the Merger Agreement, filed as Exhibit 99.5.

     As noted in Item 4, the Reporting Persons do not believe that the Company can satisfy the conditions to closing that transaction, and they do not intend to waive those conditions. Other than the Operating Agreement, the Contribution Agreement and the Voting Agreements, the Common Stock beneficially owned by the Reporting Persons is not pledged or otherwise subject to a contingency the occurrence of which would give a person (other than Open Wheel Racing) voting power or investment power over such stock.

     
ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS

     The following documents are incorporated by reference to the Schedule 13D filed by the Reporting Persons on August 18, 2003 and to the Schedule 13D-A filed by the Reporting Persons on September 11, 2003:

     
99.1   Offer Letter from Open Wheel Racing Series LLC to CART dated August 15, 2003.1
99.2   Letter from CART to Mr. Forsythe dated August 11, 2003.1
99.3   Open Wheel Racing Series LLC Operating Agreement dated August 15, 2003.1
99.4   Agreement of Joint Filing among the Reporting Persons dated September 11, 2003.2
99.5   Agreement and Plan of Merger dated September 10, 2003.2
99.6   Press Release dated September 10, 2003.2
99.7   Contribution Agreement dated September 10, 2003. 2
99.8   Press Release dated December 2, 2003.
99.9   Letter from Open Wheel Racing Series LLC to CART dated December 3, 2003.

    1 This exhibit was filed with the original Schedule 13D filed by the Reporting Persons on August 18, 2003.
 
    2 This exhibit was filed with the amended Schedule 13D filed by the Reporting Persons on September 11, 2003.

 

Table of Contents

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: 12/03/03        
         
    OPEN WHEEL RACING SERIES LLC
         
    By:   /s/ Kevin Kalkhoven
Kevin Kalkhoven, a Manager
         
         
    OPEN WHEEL ACQUISITION CORPORATION
         
    By:   /s/ Kevin Kalkhoven
Kevin Kalkhoven, its President
         
         
    21ST CENTURY RACING HOLDINGS LLC
         
    By:   /s/ Kevin Kalkhoven
Kevin Kalkhoven, Managing Member
         
         
    /s/ Kevin Kalkhoven
Kevin Kalkhoven
         
         
    BIG BANG RACING LLC
         
    By:   /s/ Kevin Kalkhoven
Kevin Kalkhoven, Attorney-in-fact
         
         
    /s/ Kevin Kalkhoven
Paul Gentilozzi by Kevin Kalkhoven, Attorney-in-fact
         
         
    WILLIS CAPITAL, L.L.C
         
    By:   /s/ Kevin Kalkhoven
Kevin Kalkhoven, Attorney-in-fact
         
         
    /s/ Kevin Kalkhoven
Gerald R. Forsythe by Kevin Kalkhoven, Attorney-in-fact

  EX-99.8 3 f94980exv99w8.txt EXHIBIT 99.8 Exhibit 99.8 OPEN WHEEL RACING SERIES LLC CONTACT: Wendy Gabers Phone: 517-337-2600 OPEN WHEEL RACING ANNOUNCES ALTERNATIVE PROPOSAL LANSING, Mich. (Dec. 2, 2003) - Open Wheel Racing Series LLC ("OWRS") today announced that it proposed to Championship Auto Racing Teams, Inc. (OTCBB: CPNT.OB) ("Championship") that it acquire certain assets of Championship or CART, Inc. Open Wheel made the proposal during a meeting with representatives of Championship where it became clear that Championship is unlikely to fulfill one or more of the conditions to closing of the previously announced merger agreement. The purpose of the proposal is to permit OWRS to continue the CART racing series next year. The plan proposes that OWRS would acquire certain assets of Championship and its wholly owned subsidiary, CART, Inc. In order to permit Championship to operate until a transaction closes, OWRS would provide secured financing to Championship in an amount to be determined. Championship is currently considering the proposal. According to OWRS partner Paul Gentilozzi: "This proposal would allow OWRS to acquire the assets necessary to continue the CART racing tradition into 2004. OWRS expects to retain a sufficient number of cars to meet CART's contractual obligations with our race promoters. "OWRS plans to maintain, and ultimately expand the CART racing series in the Americas and throughout the world. While OWRS is disappointed that the previously announced transaction appears no longer feasible, it remains committed to the CART racing series." EX-99.9 4 f94980exv99w9.txt EXHIBIT 99.9 Exhibit 99.9 Open Wheel Racing Series LLC 275 Middlefield Road Menlo Park, CA 94025 December 3, 2003 CART, Inc. 5350 Lakeview Parkway Drive South Indianapolis, Indiana 46268 Attn: Christopher R. Pook Dear Chris: The letter follows our meeting on December 2, 2003 at which you confirmed that Championship is unlikely to be able to satisfy the closing conditions to the Agreement and Plan of Merger dated September 10, 2003. As both Open Wheel and Championship concluded that the closing of the merger is not likely to occur, Open Wheel presented a proposal to management pursuant to which Open Wheel would acquire certain of the operating assets of CART. Attached to this letter as Exhibit A is a written outline of that proposal. As you know, Open Wheel remains committed to preserving the tradition of CART racing and we feel that this proposal is the only remaining alternative to attain that goal. Please provide us with the Board's response not later than 9:00 a.m. (Eastern Standard Time) Monday, December 8, 2003. This letter of intent does not create a contract or agreement of any kind; any obligation to complete the transaction described herein will only arise upon execution of a definitive agreement. Very truly yours, OPEN WHEEL RACING SERIES LLC Kevin Kalkhoven, Manager Exhibit A OUTLINE OF PROPOSED TERMS Structure: Open Wheel Racing Series, LLC ("Open Wheel") would acquire certain assets of CART, Inc. ("CART") from the Chapter 11 bankruptcy of CART. This outline summarizes the principal terms of the proposed transaction. Other terms would be described in an Asset Purchase Agreement and other documents to be negotiated among the parties. Purchased Open Wheel would acquire the following assets of CART (the Assets: "Purchased Assets"): (a) All tangible personal property, whether owned or leased; (b) All intellectual property, including trademarks and rulebooks (the "Intellectual Property"); (c) The following contracts: (i) all contracts with promoters (including claims related to such contracts such as claims against Brands Hatch and the ISC), (ii) sponsorship contracts with Bridgestone and Ford, (iii) the contract with Cosworth related to engine purchase and maintenance, (iv) the Engine leases with the Teams, (v) the contracts related to Brazilian and Mexican television rights, (vi) all intellectual property licenses pursuant to which CART or Champ license the Intellectual Property to third parties and (vii) certain other contracts to be identified by Open Wheel (the "Assumed Contacts"); (d) The note from SCRA of Monterrey to CART; and (e) The memberships in ACCUS and FIA. Assumed Open Wheel would not assume any liabilities other than the Liabilities: Assumed Contracts and the leases for tangible property. Consideration: $2,000,000 Bankruptcy: As soon as practicable after the signing of an asset purchase agreement, which shall occur prior to Friday December 12, 2003, CART would file the required documents to initiate Chapter 11 bankruptcy, including a sale order and the Asset Purchase Agreement, for a consolidated bankruptcy and sale of assets under Sections 363 and 365 of the Bankruptcy code in the Federal Bankruptcy Court in Oakland County, Michigan (or such other Federal Bankruptcy Court as shall be mutually agreed). Prize Money: Championship Auto Racing Teams, Inc. will undertake to pay the prize money owed to all of the teams for the 2003 season (other than teams controlled by affiliates of Open Wheel) provided this can be done without a preferential transfer occurring. If the payment would create a preference, Open Wheel would assume the obligation to make the payment and the purchase price would be reduced accordingly. Interim Immediately prior to the filing of a bankruptcy petition, CART Management: would terminate the employment of its CEO and appoint a new CEO satisfactory to both CART and Open Wheel to serve as CEO until the closing of the transaction. DIP Financing: Open Wheel would provide DIP financing, provided that it can obtain a first secured position, to CART to finance its operations for 60 days after the signing of the Asset Purchase Agreement. The amount and terms of the DIP financing would be as mutually agreed among the parties. Any DIP financing would be repaid not later than the closing of the sale by CART of any substantial assets (including the closing of the transaction described herein). Any unpaid DIP financing would be credited against the purchase price for the assets. Documentation: The proposed transaction would be documented in an Asset Purchase Agreement and other documentation that would include the following terms and conditions: (a) Representations and warranties, covenants and closing conditions customary for an acquisition of assets out of a Chapter 11 bankruptcy proceeding. These could include representations as to the ability of CART to complete the acquisition subject only to board and bankruptcy court approval, and representations as to the ability of CART to transfer the assets free of liabilities other than those expressly assumed. The closing will not be conditioned upon CART's continued relationship with its teams or the absence of litigation against CART. The closing will be conditioned on CART's representations being true in all material respects, on the absence of any further material adverse change in the business of CART, and on compliance with all rules and procedures of the bankruptcy court and the entry of all appropriate orders by such court to approve the transactions. (b) A termination date which is 60 days after the signing of the Asset Purchase Agreement. (c) Customary overbid procedures and break up fee. -----END PRIVACY-ENHANCED MESSAGE-----