SCHEDULE 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ X ] Soliciting Material Pursuant to Section 240.14a-12
CHAMPIONSHIP AUTO RACING TEAMS, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. (1) Title of each class of securities to which transaction
applies: (2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transactions:
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[ ] Fee paid previously with preliminary materials.
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previously. Identify the previous filing by registration statement number, or
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Set forth below is the Press Release dated September 10, 2003, issued
jointly by Championship Auto Racing Teams, Inc. (the "Company") and Open Wheel
Racing Series LLC, announcing that the Company and Open Wheel Racing Series LLC
have signed a definitive agreement providing for Open Wheel Racing Series LLC to
acquire the Company for cash equivalent to $0.56 per share, based on the number
of shares of the Company's common stock currently outstanding.
FOR IMMEDIATE RELEASE
Championship Auto Racing Teams Contact: Open Wheel Racing Series Contact:
Thomas L. Carter, Chief Financial Officer Paul Gentilozzi - (517) 371-3230
(317) 715-4195 Kevin Kalkhoven - (650) 329-7300
OPEN WHEEL RACING SERIES TO ACQUIRE
CHAMPIONSHIP AUTO RACING TEAMS
INDIANAPOLIS, IN - SEPTEMBER 10, 2003 - Championship Auto Racing
Teams, Inc. (NYSE: MPH) and Open Wheel Racing Series LLC today announced they
have signed a definitive agreement providing for Open Wheel Racing Series to
acquire Championship for cash equivalent to $0.56 per share, based on the
number of shares of Championship common stock currently outstanding. Open Wheel
Racing Series has previously stated that, if the transaction is completed, it
intends to continue to operate the business of Championship, including
continuing to sanction the motorsports series currently known as "Bridgestone
Presents the Champ Car World Series Powered by Ford."
Open Wheel Racing Series is a newly formed holding company owned
indirectly by a group of investors including Gerald R. Forsythe, Kevin
Kalkhoven and Paul Gentilozzi. Mr. Forsythe or entities owned or controlled by
him currently have beneficial ownership of 3,377,400 shares of Championship
common stock, approximately 22.9% of the outstanding shares of Championship.
These shares will be contributed to Open Wheel Racing Series rather than
acquired for cash.
Under the terms of the agreement, Open Wheel Racing Series may
terminate the agreement on or prior to September 18, 2003 if Open Wheel Racing
Series in its discretion determines that it is inadvisable to proceed with the
transaction for any reason whatsoever. Open Wheel Racing Series insisted on
this termination right so it could complete its due diligence process.
Under the agreement, the transaction must be approved by
stockholders holding a majority of the outstanding shares of Championship.
Pursuant to a prior agreement between Mr. Forsythe and Championship, 1,169,680
of Mr. Forsythe's shares will be voted in accordance with the recommendation
of the Championship Board, and Open Wheel Racing Series has committed to vote
the remainder in favor of the transaction. Under the agreement, the
transaction also must be approved by disinterested stockholders holding a
majority of the disinterested shares that actually vote at the stockholders
meeting. None of Mr. Forsythe's shares, including those voted in accordance
with the recommendation of the Championship Board, however, will be treated as
"disinterested".
In addition to the stockholder approvals, the transaction is subject
to various other conditions, including (1) absence of a material adverse
effect or bankruptcy event with respect to Championship, (2) subject to
certain exceptions, there not being any
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pending or threatened suits advancing non-frivolous claims that Open
Wheel Racing Series reasonably believes would not be covered by Championship's
insurance policies or that seek to prevent consummation of the merger, prevent
Open Wheel Racing Series from owning Championship or prevent Open Wheel Racing
Series from operating any material part of Championship's business, (3)
appraisal rights under Delaware law being exercised with respect to no more
than 16% of outstanding shares and (4) the termination of all outstanding
stock options. The transaction is expected to close towards the end of 2003.
Under the agreement, Championship's Board retains the ability to
pursue and accept a superior acquisition proposal. However, Open Wheel Racing
Series is entitled to receive a termination fee of $350,000 if Championship
accepts a superior proposal or if Open Wheel Racing Series terminates the
agreement because Championship's Board withdraws or adversely modifies its
recommendation of the transaction to Championship's stockholders or takes
action under its shareholder rights agreement to permit another person or
entity to acquire 15% or more of Championship's stock.
Championship is being advised by Bear, Stearns & Co. Inc. in
connection with the transaction.
In connection with the announcement of the transaction, Christopher
R. Pook, Championship's president and chief executive officer stated: "As we
have previously disclosed, this past year has been incredibly difficult for
Championship. We believe this transaction provides the best value available to
stockholders while at the same time making it possible for our series to
continue in the future. We realize that the price is disappointing compared to
recent trading prices for our stock. Management and the Board energetically
pursued other alternatives but we believe that there is not any better
alternative for our stockholders. We even considered liquidating the company,
but concluded that after covering all our existing obligations and all of the
liabilities that would be created if Championship went out of business there
would be less left for our stockholders than the consideration offered in this
transaction."
Kevin Kalkhoven and Paul Gentilozzi, principals in Open Wheel Racing
Series, stated: "Championship has millions of people who come to the races and
even more follow it around the world on television. Open Wheel Racing Series
intends to fulfill its commitment to these fans by keeping Championship in its
current format of ovals, road races and street courses. It is our intention
that Championship will be the premier open wheel racing series of the
Americas. We will also take the opportunity of continuing successful overseas
programs such as Surfers Paradise in Australia."
Open Wheel Racing Series also believes that the long-term future of
open wheel racing in the Americas will be enhanced by introducing new fans to
Championship by its collaboration with MotoRock.
ABOUT CHAMPIONSHIP AUTO RACING TEAMS, INC.
Championship Auto Racing Teams, Inc. (NYSE: MPH) owns, operates and
markets the 2003 Bridgestone Presents The Champ Car World Series Powered by
Ford. Veteran racing teams such as Newman/Haas Racing, Player's/Forsythe
Racing, Team Rahal, Patrick Racing and Walker Racing will compete with many
new teams this year in pursuit of the Vanderbilt Cup. CART Champ Cars are
thoroughbred racing machines that reach speeds in excess of 200 miles per
hour, showcasing the technical expertise of manufacturers such as Ford Motor
Company, Lola Cars, Reynard Motorsport and Bridgestone/Firestone North
American Tire, LLC. The 19-race 2003 Bridgestone Presents The Champ Car World
Series Powered by Ford will be broadcast by television
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partners CBS and SPEED Channel. CART also owns and operates its top development
series, the Toyota Atlantic Championship. Learn more about CART'S open-wheel
racing series at www.champcarworldseries.com.
ADDITIONAL INFORMATION
Stockholders of Championship Auto Racing Teams, Inc. are urged to
read the proxy statement that Championship Auto Racing Teams, Inc. will file
on Schedule 14A with the Securities and Exchange Commission ("SEC") when it
becomes available, and any other relevant documents filed or to be filed in
the future with the SEC because those documents will contain important
information about Championship Auto Racing Teams, Inc., the proposed
transaction and related matters. Investors and security holders can obtain
free copies of the proxy statement when it becomes available at Championship
Auto Racing Teams, Inc.'s website, www.champcarworldseries.com. Investors and
security holders can also obtain free copies of the proxy statement when it
becomes available and other documents filed by Championship Auto Racing Teams,
Inc. with the SEC at the SEC's web site at www.sec.gov. Any reports,
statements and other information filed by Championship Auto Racing Teams, Inc.
may be read and copied at the SEC public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information.
Championship Auto Racing Teams, Inc., and its directors and
executive officers may be deemed to be participants in the solicitation of
proxies of Championship Auto Racing Teams, Inc.'s stockholders to approve the
proposed transaction. Such individuals may have interests in the transaction,
including as a result of holding options or shares of Championship Auto Racing
Teams, Inc.'s stock. Information regarding these directors and executive
officers and their ownership of Championship Auto Racing Team options and
stock is contained in Championship Auto Racing Team's proxy statement on
Schedule 14A, filed with the SEC on June 16, 2003. Additional information
regarding these directors and executive officers will be included in the proxy
statement filed in connection with this transaction.