SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Championship Auto Racing Teams, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
15871110-1
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(CUSIP Number)
James Grosfeld
20500 Civic Center Drive, Suite 3000
Southfield, Michigan 48076
(248) 827-1700
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 4, 2002
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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 /x/.
Note: Schedules filed in paper format 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
CUSIP NO. 15871110-1 13D PAGE 2 OF 9 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
James Grosfeld
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES --------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,171,090
OWNED BY EACH --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,171,090
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,171,090
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12 CHECK BOX 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)
7.9568%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP NO. 15871110-1 13D PAGE 3 OF 9 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Nancy Grosfeld
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES --------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,171,090
OWNED BY EACH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,171,090
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,171,090
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12 CHECK BOX 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)
7.9568%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is Common Stock, par value $0.01 per share ("Common Stock"), of
Championship Auto Racing Teams, Inc., a Delaware corporation ("CART"). The
address of CART's principal executive offices is 755 West Big Beaver Road,
Suite 800, Troy, Michigan 48084.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by James Grosfeld and Nancy Grosfeld,
his wife, who are referred to in this Schedule as the "Reporting Persons".
James Grosfeld's business address is 20500 Civic Center Drive, Suite 3000,
Southfield, Michigan 48076. Mr. Grosfeld's present principal occupation or
employment is private investor. Mr. Grosfeld has served, but no longer serves
on the Board of Directors of CART. Nancy Grosfeld's address is 420 Martell
Drive, Bloomfield Hills, Michigan 48013. Mrs. Grosfeld's present principal
occupation or employment is homemaker.
Neither of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). Neither of the Reporting Persons has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction 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.
The Reporting Persons are citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Persons acquired beneficial ownership of their Common
Stock through various brokerage accounts at Bear, Stearns & Co. Inc., Neuberger
Berman, LLC and Ameritrade, Inc. (the "Brokerage Accounts") which contain their
personal funds or funds of the affiliated account owner (see Item 5). The
Brokerage Accounts are subject to client agreements between the applicable
account owner and the brokerage firm. From time to time, the brokerage firms
may extend margin credit to the applicable account owner under the terms of the
brokerage account. No margin loans have been made to acquire the Common Stock
reported in this schedule as beneficially owned by the Reporting Persons. The
Reporting Persons used approximately $19,000,000 of their personal funds or
funds of the affiliated account owner to acquire the Common Stock reported in
this schedule as beneficially owned by them.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the Common Stock beneficially owned by
them for investment purposes. The reporting persons intend to be receptive to
opportunities to enhance the value of the Common Stock beneficially owned by
the Reporting Persons. The Reporting Persons may encourage CART to explore
strategic alternatives to increase shareholder value. However, the Reporting
Persons currently have no specific plans or proposals with respect to
these matters.
The Reporting Persons intend to review on a continuing basis various
factors relating to their investment in CART, including CART's business and
prospects, the price and availability of CART's securities, subsequent
developments affecting CART, other investment and business opportunities
available to the Reporting Persons, their general investment and trading
policies, market conditions or other factors. Based on these factors, the
Reporting Persons may determine to dispose of some of all of their Common
Stock, periodically, by public or private sale (registered or unregistered and
with or without the simultaneous sale of newly-issued Common Stock by CART),
gift, pledge, expiration of options or otherwise, including, without
limitation, sales of Common Stock by the Reporting Persons pursuant to Rule 144
under the Securities Act of 1933, as amended, or otherwise. The Reporting
Persons reserve the right not to acquire Common Stock or not to dispose of all
or part of such Common Stock if they determine such acquisition or disposal is
not in their best interests at that time.
Other than as described above, the Reporting Persons do not have any
current plans or proposals which relate to, or would result in, (a) any
acquisition or disposition by either of them of securities of CART, (b) any
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving CART or any of its subsidiaries, (c) any sale or
transfer of a material amount of assets of CART or any of its subsidiaries, (d)
any change in the present Board of Directors or management of CART, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the Board, (e) any material change in CART's present
capitalization or dividend policy, (f) any other material change in CART's
business or corporate structure, (g) any changes in CART's Certificate of
Incorporation or Bylaws or other actions which may impede the acquisition of
control of CART by any person, (h) causing a class of securities of CART 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 CART's equity securities becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended, or (j) any action similar to those enumerated
above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The number and percentage of shares of Common Stock
beneficially owned by the Reporting Persons as of September 6, 2002 are
as follows:
Number Percent*
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James Grosfeld and
Nancy Grosfeld 1,171,090 ** 7.9568%
*Based on the 14,718,134 shares of Common Stock reported as outstanding as of
September 4, 2002 in CART's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2002.
**Includes (1) 657,193 shares held in two joint personal brokerage accounts
at Bear, Stearns & Co. Inc. by the Reporting Persons, (2) 105,307 shares held
in a brokerage account at Bear, Stearns & Co. Inc. by Flagstone Corporation,
a Michigan corporation ("Flagstone"), (3) 201,600 shares held in a joint
personal brokerage account at Ameritrade, Inc. by the Reporting Persons,
(4) 96,540 shares held in a brokerage account at Bear, Stearns & Co. Inc. by
the James Grosfeld 2001 Three Year Grantor Retained Annuity Trust, under an
agreement dated as of May 4, 2001 (the "James Grosfeld GRAT"), (5) 96,540
shares held in a brokerage account at Bear, Stearns & Co. Inc. by the Nancy
Grosfeld 2001 Three Year Grantor Retained Annuity Trust, under an agreement
dated as of May 4, 2001 (the "Nancy Grosfeld GRAT"), (6) 3,159 shares held in
a brokerage account at Bear, Stearns & Co. Inc. by Grosfeld Partners LLC, a
Michigan limited liability company ("Grosfeld Partners"), and (7) 3,041
shares held in a brokerage account at Bear, Stearns & Co. Inc. by Grosfeld RK
Partners LLC, a Michigan limited liability company ("Grosfeld RK Partners").
The Reporting Persons disclaim beneficial ownership of the shares held by
Grosfeld RK Partners.
(b) The Reporting Persons share voting and investment power over
the 939,193 shares of Common Stock reported above as beneficially owned by them:
- The Reporting Persons' joint brokerage accounts at Bear, Stearns & Co.
Inc. and Ameritrade, Inc. hold 948,803 shares of Common Stock, and as a
result, they share voting and investment power over these shares.
- Flagstone's brokerage account at Bear, Stearns & Co. Inc. owns directly
105,307 shares of Common Stock and has the sole power to vote and dispose of
these shares. As a result, because Mr. Grosfeld and his son, Jason Grosfeld,
are executive officers of Flagstone and because the Reporting Persons are
husband and wife, the Reporting Persons may be deemed to share voting and
investment power over the shares owned by Flagstone.
- The James Grosfeld GRAT's brokerage account at Bear, Stearns & Co. Inc. owns
directly 96,540 shares of Common Stock, and, through Mr. Grosfeld as its
trustee, has the sole power to vote and dispose of these shares. As a result
and because the Reporting Persons are husband and wife, the Reporting
Persons may be deemed to share voting and investment power over the shares
owned by the James Grosfeld GRAT.
- The Nancy Grosfeld GRAT's brokerage account at Bear, Stearns & Co. Inc. owns
directly 96,540 shares of Common Stock, and, through Mrs. Grosfeld as its
trustee, has the sole power to vote and dispose of these shares. As a result
and because the Reporting Persons are husband and wife, the Reporting Persons
may be deemed to share voting and investment power over the shares owned by
the Nancy Grosfeld GRAT.
- The brokerage account at Bear, Stearns & Co. Inc. in the name of Grosfeld
Partners, a manager managed limited liability company, owns directly 3,159
shares of Common Stock, and through Mr. Grosfeld as its manager, has the sole
power to vote and dispose of these shares. As a result and because the
Reporting Persons are husband and wife, the Reporting Persons may be deemed to
share voting and investment power over the shares owned by Grosfeld Partners.
- The brokerage account at Bear, Stearns & Co. Inc. in the name of Grosfeld RK
Partners, a manager managed limited liability company, owns Directly 3,041
shares of Common Stock, and through Murry Hozman as its manager, has the sole
power to vote and dispose of these shares. The Reporting Persons disclaim
beneficial ownership of the shares held by Grosfeld RK Partners, although they
are included in the shares reported as beneficially owned by the Reporting
Persons in this schedule because Mr. Grosfeld's adult daughter is a member of
Grosfeld RK Partners.
Flagstone's principal business is investing. The purpose of the James
Grosfeld GRAT, the Nancy Grosfeld GRAT, Grosfeld Partners and Grosfeld RK
Partners is to provide an estate planning device for transferring assets to the
Reporting Persons' children. business is investing. Jason Grosfeld's present
principal occupation or employment is Chief Executive Officer of Softwax, Inc.,
a company engaged in providing Internet services. Murry Hozman is currently
retired. Flagstone's, Jason Grosfeld's, the James Grosfeld GRAT's, the Nancy
Grosfeld GRAT's, Grosfeld Partners', Grosfeld RK Partners' business address is
20500 Civic Center Drive, Suite 3000, Southfield, Michigan 48076. Murry Hozman's
address is 30604 Ramblewood Club Drive, Farmington Hills, Michigan 48331.
None of Flagstone, Jason Grosfeld, the James Grosfeld GRAT, the Nancy
Grosfeld GRAT, Grosfeld Partners, Grosfeld RK Partners, or Murry Hozman has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). None of Flagstone, Jason Grosfeld,
the James Grosfeld GRAT, the Nancy Grosfeld GRAT, Grosfeld Partners, Grosfeld RK
Partners, or Murry Hozman has, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
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.
Flagstone is a Michigan corporations. The James Grosfeld GRAT and the
Nancy Grosfeld GRAT are governed by Michigan law. Grosfeld Partners and
Grosfeld RK Partners are Michigan limited liability companies. Jason
Grosfeld and Murry Hozman are citizens of the United States of America.
(C) Transactions, all of which were sales for James, and James and
Nancy Grosfeld in the open market within 60 days of this filing were as follows:
Date Amount Price per share
7/29/02 28,700 $6.2379
7/30/02 16,000 $6.0196
7/31/02 1,800 $5.75
8/2/02 13,800 $5.75
8/2/02 6,400 $5.73
8/2/02 17,500 $5.72
8/2/02 7,000 $5.70
8/7/02 3,000 $5.40
8/28/02 11,200 $4.98
8/28/02 8,800 $5.00
8/29/02 1,000 $5.05
8/29/02 2,200 $5.03
8/29/02 24,300 $5.00
8/29/02 7,000 $5.02
8/30/02 52,900 $5.12
8/30/02 17,900 $5.09
8/30/02 800 $5.03
8/30/02 200 $5.00
8/30/02 8,600 $5.01
8/30/02 35,400 $5.02
9/3/02 2,100 $5.15
9/3/02 9,000 $5.25
9/4/02 69,600 $5.05
(d) No other person is known to have the right to receive, or the
power to direct the receipt of, dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by the Reporting Persons,
except for (1) the shareholders of Flagstone, with respect to the shares owned
by those corporations, (2) the beneficiaries of the James Grosfeld GRAT and the
Nancy Grosfeld GRAT with respect to the shares owned by the James Grosfeld GRAT
and the Nancy Grosfeld GRAT and (3) the members of Grosfeld Partners and
Grosfeld RK Partners with respect to the shares owned by Grosfeld Partners and
Grosfeld RK Partners.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The James Grosfeld GRAT is subject to the James Grosfeld 2001 Three
Year Grantor Retained Annuity Trust Agreement, dated as of May 4, 2001, between
James Grosfeld, as settlor, and James Grosfeld, as trustee, which describes the
powers of the trustee with respect to the voting and transfer of the shares of
Common Stock held by the James Grosfeld GRAT and the division of any profits or
loss from any such transfers. The Nancy Grosfeld GRAT is subject to the Nancy
Grosfeld 2001 Three Year Grantor Retained Annuity Trust Agreement, dated as of
May 4, 2001, between Nancy Grosfeld, as settlor, and Nancy Grosfeld, as trustee,
which describes the powers of the trustee with respect to the voting and
transfer of the shares of Common Stock held by the Nancy Grosfeld GRAT and the
division of any profits or loss from any such transfers.
Grosfeld Partners is subject to the Amended and Restated Operating
Agreement for Grosfeld Partners LLC, a Michigan Limited Liability Company,
dated as of September 30, 2001, among James Grosfeld, Nancy Grosfeld and Jason
Grosfeld, which describes the powers of the manager with respect to the voting
and transfer of the shares of Common Stock held by Grosfeld Partners and the
division of any profits or loss from any such transfers. Grosfeld RK Partners is
subject to the Amended and Restated Operating Agreement for Grosfeld RK Partners
LLC, a Michigan Limited Liability Company, dated as of September 30, 2001,
between Murry Hozman and Rachel Kukes, which describes the powers of the manager
with respect to the voting and transfer of the shares of Common Stock held by
Grosfeld RK Partners and the division of any profits or loss from any such
transfers. James Grosfeld and Nancy Grosfeld are husband and wife.
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: September 4, 2002 /s/ JAMES GROSFELD
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James Grosfeld
Dated: September 4, 2002 /s/ NANCY GROSFELD
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Nancy Grosfeld