SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 3 (Final Amendment) to
SCHEDULE 13E-3
(RULE 13e-100)
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHAMPIONSHIP AUTO RACING TEAMS, INC.
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(Name of the Issuer)
CHAMPIONSHIP AUTO RACING TEAMS, INC.
OPEN WHEEL RACING SERIES LLC
OPEN WHEEL ACQUISITION CORPORATION
GERALD R. FORSYTHE
WILLIS CAPITAL L.L.C.
KEVIN KALKHOVEN
21ST CENTURY RACING HOLDINGS
PAUL GENTILOZZI
BIG BANG RACING LLC
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(Names of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
158711101
(CUSIP NUMBER OF CLASS OF SECURITIES)
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(CUSIP Number of Class of Securities)
J. CARLISLE PEET III KEVIN KALKHOVEN
CHAMPIONSHIP AUTO RACING TEAMS, INC. OPEN WHEEL RACING SERIES, LLC
5350 LAKEVIEW PARKWAY SOUTH DRIVE 275 MIDDLEFIELD ROAD
INDIANAPOLIS, INDIANA 46268 MENLO PARK, CALIFORNIA 94025
(317) 715-4100 (650) 329-7300
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(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
COPIES TO:
SARKIS JEBEJIAN, ESQ. TIMOTHY G. HOXIE, ESQ.
CRAVATH, SWAINE & MOORE LLP HELLER EHRMAN WHITE & MCAULIFFE LLP
825 EIGHTH AVENUE 333 BUSH STREET
NEW YORK, NEW YORK 10019 SAN FRANCISCO, CALIFORNIA 94104-2878
(212) 474-1000 (415) 772-6000
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A (Sections 240.14a-1 through 240.14b-2),
Regulation 14C (Sections 240.14c-1 through 240.14c-101) or Rule
13e-3(c) (Section 240.13e-3(c)) under the Securities Exchange
Act of 1934 ("the Act").
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting results of
the transaction: [X]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$ 8,242,156 $ 666.79
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* The transaction valuation was based upon the aggregate merger
consideration of $8,242,156 to be paid to the Championship Auto Racing
Teams, Inc. stockholders.
** The amount of the filing fee, calculated in accordance with Rule
0-11(b) of the Securities Exchange Act of 1934, equals the transaction
valuation multiplied by .00008090 of the transaction valuation.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $666.79 Filing Party: Championship Auto Racing Teams, Inc.
Form or Registration No.: Schedule 14A Date Filed: October 7, 2003
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TABLE OF CONTENTS
Item 15. Additional Information
Item 16. Exhibits
Signatures
INTRODUCTION
This Amendment No. 3 to the Rule 13e-3 Transaction Statement on Schedule 13E-3
(this "Schedule 13E-3") is being filed jointly by Championship Auto Racing
Teams, Inc., a Delaware corporation ("Championship"), Open Wheel Racing Series
LLC, a Delaware limited liability company ("Open Wheel"), Open Wheel Acquisition
Corporation, a Delaware corporation ("Acquisition Corp."), Gerald R. Forsythe
("Mr. Forsythe"), Willis Capital L.L.C., a Delaware limited liability company
("Willis Capital"), Kevin Kalkhoven ("Mr. Kalkhoven"), 21st Century Racing
Holdings, a Delaware limited liability company ("21st Century Racing"), Paul
Gentilozzi ("Mr. Gentilozzi") and Big Bang Racing LLC ("Big Bang Racing," and
together with Open Wheel, Acquisition Corp., Mr. Forsythe, Willis Capital, Mr.
Kalkhoven, 21st Century Racing and Mr. Gentilozzi, the "Open Wheel Group"), with
the Securities and Exchange Commission to amend and supplement the Rule 13e-3
Transaction Statement on Schedule 13E-3 filed jointly by Championship and the
Open Wheel Group with the Securities and Exchange Commission in connection with
the Agreement and Plan of Merger dated as of September 10, 2003 (the "Merger
Agreement"), among Open Wheel, Acquisition Corp. and Championship. Championship
and the Open Wheel Group are collectively referred to herein as the "Filing
Persons."
The purpose of this final amendment to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 is to report that Open Wheel, Acquisition Corp., Championship and
CART, Inc. have entered into an Asset Purchase Agreement dated as of December
15, 2003 (the "APA"), and pursuant to the terms of the APA the Merger Agreement
has been terminated by the mutual written consent of Championship, Open Wheel
and Acquisition Corp. and the transactions contemplated under the Merger
Agreement have been abandoned.
This Schedule 13E-3 is being filed jointly for convenience. Information
contained or incorporated by reference in this Schedule 13E-3 concerning
Championship and its affiliates (other than the Open Wheel Group and its
affiliates) has been supplied by Championship, and information concerning the
Open Wheel Group and its affiliates has been supplied by the Open Wheel Group.
ITEM 15. ADDITIONAL INFORMATION.
Regulation M-A
Item 1011
Item 15 is hereby amended and supplemented as follows:
Pursuant to Section 2.01 of the APA (included as Exhibits 99.1 through 99.11 to
the Report on Form 8-K filed by Championship with the Securities and Exchange
Commission on December 17, 2003), the Merger Agreement has been terminated by
the mutual written consent of Open Wheel, Acquisition Corp. and Championship. As
a result, Championship has cancelled the special meeting of its stockholders
regarding the Merger Agreement that was scheduled to occur on December 19, 2003.
It was reported previously that representatives of Open Wheel had advised
Championship it did not believe that certain conditions to close the Merger
Agreement were going to be met and, therefore, the merger would not be
completed. Championship considered Open Wheel's position and believes that the
closing condition requiring the absence of a material adverse effect could not
be satisfied because of a decrease in the number of teams planning on
participating in the 2004 season.
ITEM 16. EXHIBITS.
Regulation M-A
Item 1016
Item 16 is hereby amended and supplemented by the addition of the following
exhibit thereto:
(a)(1) Press Release dated December 16, 2003, announcing that
Championship Auto Racing Teams, Inc. had entered into an Asset
Purchase Agreement with Open Wheel Racing Series LLC (included as
Exhibit 99.1 to the Report on Form 8-K filed by Championship Auto
Racing Teams, Inc. on December 16, 2003 and incorporated herein
by reference).
(a)(2) Press Release dated December 16, 2003, announcing the
cancellation of the special meeting of stockholders (included as
Exhibit 99.1 to the Report on Form 8-K filed by Championship Auto
Racing Teams, Inc. on December 16, 2003 and incorporated herein
by reference).
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
CHAMPIONSHIP AUTO RACING TEAMS, INC.
By: /s/ Christopher R. Pook
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Christopher R. Pook
President and Chief Executive Officer
OPEN WHEEL RACING SERIES LLC
By: /s/ Kevin Kalkhoven
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Kevin Kalkhoven
Manager
OPEN WHEEL ACQUISITION CORPORATION
By: /s/ Kevin Kalkhoven
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Kevin Kalkhoven
President
WILLIS CAPITAL L.L.C.
By: /s/ Gerald R. Forsythe
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Gerald R. Forsythe
Member
21st CENTURY RACING HOLDINGS
By: /s/ Kevin Kalkhoven
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Kevin Kalkhoven
Member
BIG BANG RACING LLC
By: /s/ Paul Gentilozzi
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Paul Gentilozzi
Member
/s/ Gerald R. Forsythe
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Gerald R. Forsythe
/s/ Kevin Kalkhoven
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Kevin Kalkhoven
/s/ Paul Gentilozzi
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Paul Gentilozzi
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