SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5*)
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
September 12, 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: [_]
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
655,300
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(8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON 2,722,100
WITH ---------------------------------------
(9) SOLE DISPOSITIVE POWER
655,300
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(10) SHARED DISPOSITIVE POWER
2,722,100
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,377,400
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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)
22.9%
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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
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(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)
3.06%
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(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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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
INDECK ENERGY SERVICES, 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)
WC
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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
882,200
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(8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,389,900
WITH -------------------------------------------
(9) SOLE DISPOSITIVE POWER
882,200
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(10) SHARED DISPOSITIVE POWER
1,389,900
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,272,100
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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)
15.44%
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(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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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"), Forsythe
Racing, Inc. ("Forsythe Racing") and Indeck Energy Services, Inc. ("IES"),
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.
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 and IES are
each 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:
$5,862,000
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.
Except as described below, 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).
As previously disclosed, 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.
On September 12, 2002, the Company announced that it had amended its
stockholder rights plan to permit the Reporting Persons to acquire the shares
reflected in this report and, accordingly to increase their aggregate ownership
in the Company to 3,377,400 shares, or 23% of the outstanding shares, without
triggering the rights plan. In consideration for the amendment, the Reporting
Persons agreed to vote and exchange all shares acquired in excess of 15% of the
outstanding stock consistent with the recommendation of the Board of Directors
of the Company on all strategic matters for a period of three years.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own 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 the Company
in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
(b) Mr. Forsythe has the sole power to vote and dispose of 655,300 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. IES owns
directly 882,200 shares and has the power to vote and dispose of the shares.
Indeck-Ilion Cogeneration Corp., a wholly-owned subsidiary of IES ("IIC"), owns
1,389,900 shares and has the power to vote and dispose of such shares. Mr.
Forsythe is Chairman, CEO and owner of a majority of the equity of IES. Mr.
Forsythe is the Chairman of the Board of IIS. As a result, Mr. Forsythe may be
deemed to indirectly own all such shares.
(c) The Reporting Persons have effected the following purchases of CART
Common Stock over the past 60 days. Such transaction was effected in private
transaction.
Purchaser Date Shares Price Per Share
--------- ---- ------ ---------------
IIC 09\12\02 1,172,400 $5.00
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
On September 12, 2002, the Company announced that it had amended its
stockholder rights plan to permit the Reporting Persons to acquire the shares
reflected in this report and, accordingly to increase their aggregate ownership
in the Company to 3,377,400 shares, or 23% of the outstanding shares, without
triggering the rights plan. In consideration for the amendment, the Reporting
Persons agreed to vote and exchange all shares acquired in excess of 15% of the
outstanding stock consistent with the recommendation of the Board of Directors
of the Company on all strategic matters for a period of three years.
Item 7. Material to be Filed as Exhibits.
Exhibit 7.1 Agreement of Joint Filing among the Reporting Persons dated
September 25, 2002
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 25, 2002
/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
INDECK ENERGY SERVICES, INC.
/s/ Gerald R. Forsythe
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By: Gerald R. Forsythe, Chairman and CEO
EXHIBIT INDEX
Exhibit Description
7.1 Agreement of Joint Filing among the Reporting Persons dated
September 25, 2002