CHAMPCAR/CART: Forsythe replies to Vannini

Motorsport.com - Gerald Forsythe, CART team owner and member of the CART board of directors, has been buying more MPH stock over the last several weeks. The most recent purchases have been made by Indeck Engery System (IES) a company of which ...

Motorsport.com - Gerald Forsythe, CART team owner and member of the CART board of directors, has been buying more MPH stock over the last several weeks. The most recent purchases have been made by Indeck Engery System (IES) a company of which Forsythe is the CEO, and the majority equity owner. He now owns i,738,500 shares or 11.44% of the outstand shares.

In a Schedule 13d filed with the Securities and Exchange commission yesterday (13 November), Mr Forsythe addresses some of the issues rasied by Jon Vannini in his letter to the CART board of directors. Specifically, Forsythe "strongly" supports Joe Heitzler and his "stewardship and actions", He further states that the suggestion to hire Christopher Pook is inappropriate as Pook is "under contract to another company." Forsythe further says that any such "initiative should come from the Chief Executive Officer of the Company."

Forsythe is in agreement with Vannini that certain members of the CART board of Directors who have 'actual and/or potential conflicts of interest" should resign.

In addition, he states that he intends to explore taking steps to "disband the Company's Franchise Board."

Below is the full text of Item 4 "Purpose of Transaction" as filed in the Shedule 13D filing:

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).

The Reporting Persons have reviewed the Schedule 13D filings made by Jonathan P. Vaninni on October 25, 2001. The Reporting Persons continue to support strongly senior management of the Company and, in particular, the stewardship and actions of the Chief Executive Officer. The Reporting Persons do not believe that any additions to senior management are currently needed. The Reporting Persons believe that current management is acting properly and in an exemplary fashion dealing with ongoing matters and issues relating to growth of the Company. The Reporting Persons consider the suggestion that the Company hire Mr. Christopher Pook is inappropriate as, among other reasons, Mr. Pook is presently under contract to another company. Also, the Reporting Persons strongly believe that, if additional senior management is needed, the initiative should come from the Chief Executive Officer of the Company.

The Reporting Persons agree with and similarly advocate the resignation and/or removal of certain members of the Company's board of directors whom might have actual and/or potential conflicts of interest with the Company. Additionally, the Reporting Persons intend to explore taking actions to disband the Company's Franchise Board.

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.

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Series Automotive , IndyCar
Drivers Jon Vannini , Gerald Forsythe