<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __*)
CHAMPIONSHIP AUTO RACING TEAMS, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
158711101
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(CUSIP Number)
Gerald R. Forsythe
1111 South Willis Avenue
Wheeling, Illinois 60090
(847) 541-8300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Robert A. McWilliams
Freeborn & Peters
311 South Wacker Drive, Suite 3000
Chicago, Illinois 60606-2118
(312) 360-6000
April 18, 2000
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [_]
Note: Schedules filed in paper form shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).
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CUSIP No. 158711101 13D
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
GERALD R. FORSYTHE
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(2) CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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(7) SOLE VOTING POWER
513,000
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(8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON 450,000
WITH --------------------------------------------
(9) SOLE DISPOSITIVE POWER
513,000
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(10) SHARED DISPOSITIVE POWER
450,000
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
963,000
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.17%
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(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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================================================================================
CUSIP No. 158711101 13D
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
FORSYTHE RACING, INC.
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(2) CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
ILLINOIS
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(7) SOLE VOTING POWER
450,000
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(8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
WITH --------------------------------------------
(9) SOLE DISPOSITIVE POWER
450,000
--------------------------------------------
(10) SHARED DISPOSITIVE POWER
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
450,000
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.89%
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(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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<PAGE>
SCHEDULE 13D
FILED PURSUANT TO RULE 13d-1 OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates is the
Common Stock par value $0.01 per share (the "Common Stock") of Championship Auto
Racing Teams, Inc., a Delaware corporation (referred to herein as "CART") which
has its principal executive offices at 755 West Big Beaver Road, Suite 800,
Troy, Michigan, 48084.
Item 2. Identity and Background.
This Statement is filed by Gerald R. Forsythe ("Mr. Forsythe") and Forsythe
Racing, Inc. ("Forsythe Racing"), collectively referred to herein as the
("Reporting Persons"), with respect to shares of Common Stock of CART which the
Reporting Persons may be deemed to beneficially own pursuant to Section 13(d) of
the Securities Exchange Act of 1934 as amended (the "Act"). The shares of Common
Stock of CART reported herein are owned separately by each of the Reporting
Persons.
Mr. Forsythe's business address is 1111 South Willis Avenue, Wheeling,
Illinois 60090. Mr. Forsythe's principal occupation is Chairman and CEO of
Indeck Power Equipment Company and Chairman and CEO of Indeck Energy Services,
Inc. Mr. Forsythe also serves as Chairman and CEO of Forsythe Racing. Mr.
Forsythe also serves on the board of directors of CART.
None of the Reporting Persons has been convicted, during the last five
years, in a criminal proceeding (excluding traffic violations or similar
misdemeanors). None of the Reporting Persons was, during the last five years, a
party to a civil proceeding of a judicial or administrative body and, as a
result of such proceeding, was or is 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 with
respect to such laws.
Mr. Forsythe is a citizen of the United States. Forsythe Racing is an
Illinois corporation.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons used their own funds or working capital to make the
purchases of shares of Common Stock of CART reported herein as follows:
Mr. Forsythe $10,455,413
Forsythe Racing $939,877
The total amount of funds used by the Reporting Persons to purchase the
563,000 shares reported herein in Item 5c (the "Shares") of Common Stock was
$11,395,290 (including broker
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commissions) some of which was derived from margin borrowings from the Reporting
Persons' investment accounts at Prudential Securities and Morgan Stanley Dean
Witter. Some of the shares are pledged in accordance with standard margin
agreements with such brokers.
Item 4. Purpose of the Transaction.
The Reporting Persons have acquired the Common Stock beneficially owned by
them for investment purposes, because they believe that the trading prices of
the Common Stock in the public market do not adequately reflect the potential
value of the Company's underlying businesses and assets.
None of the Reporting Persons presently has any plans or proposals which
relate to or would result in (a) the acquisition by any person of additional
securities of the Company or the disposition of any such securities, (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries, (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries, (d) any change in the present management of the Company, (e) any
material change in the present capitalization or dividend policy of the Company,
(f) any other material change in the Company's business or corporate structure,
(g) any other material change in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person, (h) causing a class of securities of the
Company to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association, (i) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Act, or (j) any action similar to those enumerated in the foregoing
clauses (a) through (i).
However, as substantial shareholders of the Company, the Reporting Persons
expect and intend to explore and be receptive to opportunities to enhance the
value of the Common Stock owned by the Reporting Persons, including changes to
the composition of the Company's board of directors and/or management and
extraordinary transactions involving the Company. In addition, depending on
market conditions and other factors that the Reporting Persons may deem material
to their respective investment decisions, any of the Reporting Persons may
purchase additional shares of Common Stock or rights to purchase additional
shares of Common Stock in the open market, in privately negotiated transactions
or by any other permissible means and, based on such factors, any of the
Reporting Persons may dispose of any or all of the shares of Common Stock to
which this Statement relates or any other shares of Common Stock that they may
hereafter acquire.
In addition, the Reporting Persons may encourage the Company to explore
strategic alternatives to increase shareholder value and, depending on the
Company's response, may consider pursuing such alternatives on their own or with
third parties. However, the Reporting Persons currently have no specific plans
or proposals with respect to these matters.
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Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own an aggregate of 963,000 shares
of Common Stock, representing approximately 6.17% of the outstanding shares of
Common Stock (based on 15,586,568 shares outstanding as reported by the Company
in its Annual Report on Form 10-K for the year ended December 31, 1999).
(b) Mr. Forsythe has the sole power to vote and dispose of 513,000 shares
of Common Stock owned by him personally. Forsythe Racing owns directly 450,000
shares and has the power to vote and dispose of the shares. Mr. Forsythe is
Chairman, CEO and owner of 100% of the equity of Forsythe Racing. As a result,
Mr. Forsythe may be deemed to indirectly own such shares.
(c) The Reporting Persons have effected the following purchases of CART
Common Stock over the past 60 days. Such transactions were effected in open
market transactions.
<TABLE>
<CAPTION>
Purchaser Date Shares Price Per Share
--------- ---- ------ ---------------
<S> <C> <C> <C>
Gerald R. Forsythe 04/19/00 50,000 19.4650
Forsythe Racing 04/18/00 49,000 18.7500
1,000 18.6250
Gerald R. Forsythe 04/18/00 100,000 18.5000
50,000 18.7500
Gerald R. Forsythe 04/12/00 20,000 19.8750
Gerald R. Forsythe 04/11/00 50,000 20.8750
Gerald R. Forsythe 04/07/00 40,000 21.2500
Gerald R. Forsythe 04/06/00 20,000 21.2500
20,000 21.5000
16,100 21.2500
20,000 21.2500
2,000 21.2500
Gerald R. Forsythe 04/05/00 1,000 21.6250
2,000 21.5000
5,000 21.7500
Gerald R. Forsythe 03/31/00 10,000 22.5000
10,000 22.5319
10,000 22.5000
10,000 22.4650
3,000 22.0000
1,000 22.3750
Gerald R. Forsythe 03/30/00 5,000 22.7500
9,000 22.6250
5,000 22.5000
Gerald R. Forsythe 03/16/00 10,000 20.4375
</TABLE>
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<TABLE>
<CAPTION>
Purchaser Date Shares Price Per Share
--------- ---- ------ ---------------
<S> <C> <C> <C>
Gerald R. Forsythe 03/15/00 1,500 19.8750
Gerald R. Forsythe 03/14/00 2,400 19.7188
Gerald R. Forsythe 03/10/00 10,000 21.0000
Gerald R. Forsythe 03/09/00 10,000 20.3813
Gerald R. Forsythe 03/08/00 1,000 20.9375
4,500 20.7500
4,000 20.8125
500 20.6875
Gerald R. Forsythe 03/07/00 10,000 20.7500
</TABLE>
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Certain of the shares purchased by the Reporting Persons have been acquired
on margin through investment accounts established with Prudential Securities and
Morgan Stanley Dean Witter. Such arrangements include standard default
provisions.
Item 7. Material to be Filed as Exhibits.
Exhibit 7.1 Agreement of Joint Filing among the Reporting Persons dated
April 27, 2000
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SIGNATURES
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: April 27, 2000
/s/ Gerald R. Forsythe
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Gerald R. Forsythe
FORSYTHE RACING, INC.
/s/ Gerald R. Forsythe
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By: Gerald R. Forsythe, Chairman and CEO
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EXHIBIT INDEX
Exhibit Description
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7.1 Agreement of Joint Filing among the Reporting Persons dated
April 27, 2000
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EXHIBIT 7.1
AGREEMENT OF JOINT FILING
Gerald R. Forsythe and Forsythe Racing, Inc. hereby agree that the Schedule
13D to which this Agreement is attached as an exhibit may be filed on behalf of
each such person.
Dated: April 27, 2000
/s/ Gerald R. Forsythe
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Gerald R. Forsythe
FORSYTHE RACING, INC.
/s/ Gerald R. Forsythe
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By: Gerald R. Forsythe, Chairman and CEO
