Jerry Heasley
June 1, 2013

6,000-mile G.T. 350 On Jackstands

A 1965 Shelby G.T. 350 is rare enough, let alone a rust-free example with 6,452 miles sitting in the original owner's garage. Could it be the lowest mileage '65 Shelby in existence?

Finally, Jerry Mendes, the original owner and well-known Sacramento drag racer (Mendes Brothers), decided to sell.

The deal originated during a conversation at the January 2012 Barrett-Jackson auction in Scottsdale, Arizona. Funny thing, I was there. My friend Jason Thompson introduced me to Lewayne Musslewhite, a tall and burly Canadian in his 50s who had won $22 million in a 2010 Canadian lottery and was looking to add to his Shelby collection. While a group of us were lusting over an unrestored '65 G.T. 350, Marty Burke mentioned, "I have a friend, Jerry Mendes, who has a '65 Shelby he bought new." Right away, Musslewhite called Mendes.

Months later, Musslewhite drove from his winter home in Phoenix to Sacramento to see the car. What he discovered was astounding—a rust-free '65 G.T. 350, 5S242, parked on jack stands with its original paint and High Performance 289. The engine had never been rebuilt, even though Mendes bought the Shelby specifically for drag racing. However, Mendes wasn't quite ready to sell the Shelby he had owned for almost 50 years. It took two months for him to agree to part with the car.

Musslewhite wanted me to come to Sacramento to document the story while he searched Mendes' garage to uncover original parts. Jeff and Julie Yergovich from R & A Motorsports, a Missouri shop specializing in Shelby and Mustang restorations, were also there to help verify original components.

The Mendes Brothers are well-known drag racers in California. Jerry (right) and his older brother Joe both drove the ’65 Shelby. Jerry still has the original invoice from Mel Burns Ford and the Performance Associates invoice (almost $1,500) for the drag racing modifications.

With most cars of this vintage, history is cloudy because the original owner is either deceased or unknown. Having Mendes there, along with his brother, Joe, who also drove the car, brought the G.T. 350's history to life.

Mendes was 23 years old and living in San Jose in January of 1966 when he and Joe drove to Shelby American in Los Angeles. The G.T. 350s had been available for a year, but unsold '65s were still sitting on the back lot. However, Mendes balked at the left-over models because he noticed an "orange tint" on the doorsills, apparently surface rust due to the proximity to the ocean. "I just couldn't accept that," Mendes said, preferring that his new car look brand-new. He doesn't remember how he learned that Mel Burns Ford in Long Beach had a '65. What he didn't know is that the car had also been sitting since June or July 1965.

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On January 22, 1966, Mendes bought the G.T. 350 from Mel Burns Ford ($3,377 as a demo) and immediately drove it to Performance Associates in nearby Covina, the same company that modified Shelby American's G.T. 350s for drag racing. As a drag racing "wannabee," Mendes usually attended the NHRA Winternationals. On his trips from San Jose, he would hang out "like a groupie" at Performance Associates, then go to the race. One year, his truck broke down and he rode to the drags with Bob Tasca.

Headed by Mendes' idol, drag racer Les Ritchey, Performance Associates built the Shelby to the same specifications as Shelby's G.T. 350 drag cars, which included four '65s and four '66 models. In the scheme of things, 5S242 brings the total of Shelby drag cars to nine. Number-wise, Mendes' notes that his car was number six of the nine. In fact, Ritchey told Mendes that the inside of the engine was engraved with "GT6" for the sixth G.T. 350 modified into a drag car.

However, Mendes has never torn the engine apart to confirm. That's because the 289 remains original, as modified by Performance Associates with larger valves and other modifications.

Buyer Lewayne Musslewhite was happy to find many of the original parts in Mendes’ garage, including the factory side exhaust, shocks, front stabilizer bar, and override traction bars.

Drag cars have a tendency to blow engines. Such was not the case with 5S242 because Mendes quit drag racing the Shelby in 1968 when the NRHA eliminated the Sports Stock class. Consequently, the '65 G.T. 350 got moved into the Super Stock class with the new Cobra Jet Mustangs, making the G.T. 350 no longer competitive. Instead of selling the Shelby, Mendes decided to keep it as a "retirement toy" after buying a Cobra Jet for drag racing. He did street race the '65 in the late 1960s, admitting, "I would put the mufflers on it and go pick on the younger generation."

In truth, young guys driving SS396 Chevelles and Ram Air GTOs thought they were picking on an older guy with a small-block Mustang. They didn't know about the 5.14 gears and solid-lifter engine that had run a 12.38 at 110.83 mph and won class eliminator in May 1965.

Mostly, the Shelby sat with 6,452 miles. In 2003, Mendes accepted an invitation to attend the Nor Cal Mini Nats, pulling the car out of more than three decades of storage. When I arrived last March, the G.T. 350 rested on jackstands. As Musslewhite said, Mendes did an incredible job of preservation and saved most of the original parts.

The main reason Mendes sold his cherished G.T. 350 race car is because Musslewhite wanted to keep the G.T. 350 as raced. Some people told Mendes that the G.T. 350 should be restored. But Mendes thought restoring the car to showroom condition would obliterate his drag racing history. In other words, the car as he knew it for almost 50 years would "disappear."

After all, on day one of ownership, the Shelby went to Performance Associates and was modified into a drag car. Performance Associates even stamped a pad on the back of the engine block with JM—for Jerry Mendes. Lewayne Musslewhite plans to preserve that history and wow collectors at Mustang and Shelby shows by keeping the car the way it is.

California Special, Arizona Surprise

With over 50 Fords in his collection, about half of them Mustangs, Alan Kulchecki might not be typical. Coming out of a NASCAR race at Phoenix International Raceway, he happened to be looking in the backyard of a house, "way off the road," and recognized what appeared to be the taillights of a ’68 California Special sitting on top of a storage container.

Undaunted, Kulchecki strolled up to the door and knocked. As is so often the case, the owner did not want to sell. But Kulchecki did make significant progress towards a purchase. He got to know the owner and learned more about the car. Turns out, the owner bought the Mustang new. More than a GT/CS, the red-on-red hardtop had a 390 with four-speed.

"He said he had it up north and used water in the cooling system instead of coolant," Kulchecki explained. "The water froze and cracked the block. He towed it home and it has been parked ever since. I think that was 1972 or 1973."

Every month or two, Kulchecki called to check on the possibility of buying the ’68. The answer was always "no." However, after about a year, the owner said he would trade the car "straight up" for a crane truck. However, he had no luck locating a truck with a crane. Instead, he kept calling.

Finally after several years, the owner called Kulchecki. The car was for sale for $5,000.

Kulchecki was elated. He brought his camera to take pictures of his find, which was no longer on top of the storage building. The cracked 390 block was gone, the four-speed transmission rested in the back seat, and the intake manifold was in the trunk. The right-side head was in the trunk with the exhaust manifolds but the left head was missing. Other parts were "scattered" around the shop. The scoops and deck lid, specific to the California Special, were still on the car.

The owner used a crane to load the GT/CS onto Kulchecki’s trailer, who added the ’68 to his collection. He is currently gathering parts for a restoration.

SCJ Mach 1

Miller propped a 2x4 under the garage’s roof to keep the structure from caving in on the Mach 1’s extrication. The ’69 Mach was pretty much a complete, original car, right down to the hood pins and their retaining wires.

In 1985, Kent Miller noticed the shape of a Mustang through a garage window two houses down from his new home. Recently married, Miller had just moved into the neighborhood in Sparta, Wisconsin. As a Mustang fanatic, he wondered exactly what was inside the dilapidated old garage. He found out when the owner, Larry Strom, rolled the Mustang outside.

Miller recalls, "I went over to look and I go, 'Oh my gosh, it’s an SCJ!’"

SCJ, of course, refers to a Super Cobra Jet 428. The ’69 was also a Mach 1 with Candyapple Red paint. Immediately, Miller wanted to purchase the Mach 1 but Strom did not want to sell. Keeping the Mach 1’s location to himself, every year or two he’d "go knocking on Strom’s door." And every time the answer was the same—the car was not for sale. Strom intended to restore it.

As the years passed, the condition of the garage kept getting worse. The old structure looked like it might fall apart. Miller was in the funeral business and knew Strom"s brother, who was in the monument business. He finally asked the brother, "Do you think your brother will ever let that car go? The garage is getting really bad."

The fact that two decades had passed and Miller still wanted the Mustang was a point of respect for Strom. The garage was falling down and the car, now parked and not running for many years, was also suffering. Strom realized he wasn"t going to do anything with the Mach 1.

Miller felt $10,000 was good price for a "69 Mach 1 with a 428 Super Cobra Jet (non–ram air Q-code) backed by a C6 automatic and W-code 4.30:1 gears in a Detroit Locker differential. In addition to the external oil cooler, the car came without power steering and manual brakes, drums at all four corners. The body was rusty but the floor pans turned out to be in good shape.

Miller began restoring the Mach 1 immediately. Miller"s son, Nathan, who wasn"t even born when his father discovered the red SportsRoof, recalled, "It went right into our shop and my dad was literally pulling the seats out as the tow truck drove away."

"71 Boss 351

"I was biting at the bit because Ray Cliche had sent me pictures," Mark Denette recalled. He could see "Boss 351" on the front fenders and the trunk, even though the photos were taken in a dimly lit garage in Massachusetts.

Denette figured the Mustang was the real deal, but he had to wait. He and his father, Ronnie, live in Louisiana, but his father is from Massachusetts and had planned a trip back East a couple of weeks later. Of course, Denette feared someone else might grab this deal. Far from a Mustang expert, Denette is a car guy and had his heart set on buying a musclecar. He knew he wanted "something rare" but wasn"t sure exactly what.

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In a conversation one day, his father said, "Your uncle has a friend who bought a Mustang when he got back from Vietnam." All his father knew was that the Mustang was "real rare." Denette wanted to know more, of course. Unfortunately, the car wasn"t for sale. His uncle"s friend simply knew the owner.

Then a wonderful thing happened. His father got a call from his brother, Marty, just two weeks before his planned trip. After 41 years of ownership, Cliche was ready to sell the Mustang. Ronnie relayed the information to Denette, who got excited. He wanted to see pictures. Cliche obliged, emailing Denette a dozen pictures. The Boss 351 emblems were exciting, to say the least. Plus, Cliche was the original owner. And the Medium Yellow Gold fastback had just 10,661 miles.

While Denette waited, he began researching "71 Boss 351 Mustangs. "I was checking forums and hearing things like, ‘Oh, it might be a clone."" He says he didn"t know for sure if the Boss 351 was real until he got the VIN. And sure enough, the fifth digit was an "R" for the Boss 351 engine. Denette called Cliche and began negotiating. They agreed on a price of $15,500. Now all Denette had to do was tow a trailer 1,400 miles north to retrieve his prize.

"My father flew back to Louisiana on Thursday afternoon, September 27, 2012," Denette recalls. "My daughter"s birthday was Saturday the 29th. My father and I left the next day at 3:30 in the morning."

Denette and his father stayed at Marty"s house in Massachusetts. The three went to Cliche"s house. Denette had seen the photos in the garage setting but in person the sight was more dramatic. When Mark spotted the "71 Boss 351, he said, "I took a few steps back to contain myself. I"d read a lot about the Boss 351 being one of the fastest musclecars and how rare it is," he said. He could hardly believe he was buying a real Boss 351 Mustang, one of 1,806 built.

Looking over the Mustang, Denette noticed where mice had nested in the back of the hood, causing rust. Cliche had already told Mark about this problem and some other things, such as rust on the back of the Magnum 500 wheels. Overall, "The body did not have one rust hole and the seats were like brand-new."

The 351 fired up and ran great after precautionary measures. Later, Cliche sent Denette the original spark plug wires.

Denette plans to take care of a few problems, like the rust in the hood, but otherwise the Boss 351 will be an original, unrestored survivor.

The One-Dollar Mach

A dollar won't buy a hamburger off a 99 cent menu. Scott Johnson of Social Circle, Georgia turned his buck into a complete '73 Mach 1.

Of course, there was a caveat. Scott's mother-in-law works for a doctor. In 2011, the doctor mentioned that he needed to sell an old Mustang. Immediately, she thought of her son-in-law, Scott Johnson, who collects old cars.

Johnson recalled, "She called me up and said, ‘Hey, the doctor has a '73 Mustang he is looking to sell. Would you be interested?'"

Johnson admits he wasn't looking for a Mustang, although he likes them. Yes, he was interested.

Apparently, the doctor drove a Mach 1 in high school and wanted another one like it. He found the '73 Mach 1 in North Carolina in 2008. He brought the car home and parked it in a barn on his horse farm in Georgia.

Johnson drove out for a look. He found the Mach 1 in the pole barn alongside a bale of hay. He couldn't believe his eyes when he peeled back the tarp. The base V8 engine, a 302 with two-barrel carburetion, powered the ‘73 Mach 1, red with black stripes. Behind the 302 was a stock FMX automatic transmission.

The Mach 1 sat in an old pole barn under a tarp. Pulling back the tarp revealed original paint underneath a thick layer of dust.

"That's not going to stand out to anybody but I liked the car," Johnson said. The body had rust issues but overall the '73 SportsRoof appeared complete, right down to the air cleaner. Johnson found the A/C compressor in the trunk.

Johnson was in for a shock when he asked his mother-in-law about the price. "When my mother-in-law told the doctor I was interested in the car, he said, ‘You know what? I'll sell it to him for a dollar.'"

Johnson explained the dollar figure as best he could. The doctor had intended to fix the Mach 1. Instead, he neglected the car. The tires were flat. The chrome on the wheels had started to flake off. The body was rusting.

An opportunist might have flipped the Mach 1 for a profit. Instead, Johnson decided he liked the car. He laughed when he said the tow bill to get the car home was 60 times the purchase price.

Right away, he turned his attention to getting the car road worthy. "I did the brakes –new master cylinder and all the wheel cylinders, whatever it needed, including rebuilt calipers. I rebuilt the carburetor, put in a new air filter, drained the gas tank, filled it with fresh high-test, and fired it up."

Johnson is simply driving his dollar Mach. He realizes the body is rusty. The hood is the worst, with rust on the underside where the hood hinges attach. He has spotted rust on the quarter panels. But except for the replaced driver's front fender (with Bondo and flaking paint), the body has original paint, what Scott says is "excellent patina."

Sudden Death Wish: Thomas Tate Finds His Dream Mustang

Thomas Tate could scarcely believe his dream was coming true. He'd been hunting the old Gapp & Roush "Sudden Death" for 15 years. While in high school, he had first seen the wild Mustang II featured in the April 1977 issue of Hot Rod. And now the legendary street-legal racer was on a trailer in front of his house.

In May 1975, Joe Ruggirello ordered a new '75 Mustang II hatchback, then sent it to Gapp & Roush's shop in Livonia, Michigan. His goal was a street-legal Mustang II powered by a 460 big-block. Tate explained, "Gapp & Roush took the car and cut it up to put in wheel tubs and a rear sub-frame. They re-used the original leaf springs, just moved them in with offset shackles and a narrowed '70 Galaxie rear end. Of course, fitting the 460 required quite a bit of engine compartment modifications."

Getting such a big engine in such a little car was a feat in itself, let alone putting monster torque to the ground. The bill came to more than $12,000, a huge sum in 1975.

Ruggirello street-raced the Mustang II for a short time before sending the car back to Gapp & Roush in the winter of 1976-77 for more power. They also reduced weight with fiberglass bumpers, aluminum brackets, and Don Hardy racing seats. The car went back to Gapp & Roush again in the 1980-81 time-frame for more upgrades, including twin turbochargers.

Tate first saw Sudden Death in person in 1995 during a Fun Ford Weekend at Gainesville Raceway in Florida. He recognized the car from the Hot Rod article. "The thing that gave it away was the notched cowl," Tate said. "Gapp & Roush moved the engine back 10 inches and built an entire new firewall and torque boxes."

Tate has been able to locate some photos of the Ruggirello Mustang II shortly after it was built by Gapp & Roush. He is currently restoring the car.

Almost 20 years old at the time, the car wore a copy of the Hot Rod article and a shoe-polished "For Sale" on the windshield, but there was no contact info or phone number. "I kept watching the car all day. Then I turned around and, poof, it was gone."

The sighting spurred Tate to find this incredibly fast Mustang II. Sudden Death became an obsession. Finally, in January 2010, he ran across an Internet post with "two guys talking about the car for sale on eBay." Apparently, the ad had listed the Gapp & Roush Mustang but the sale was over.

"I got the New Jersey phone number and called the next day," Tate said. Luckily, the Mustang II was still available. The owner's name was Pete Magner in Sicklerville, New Jersey.

"We started talking," Tate adds. "It took about a week. He started high and I started low and we ended up meeting in the middle."

Luckily, Sudden Death was "mostly intact" when Tate bought the car in 2010. The odometer registered 535 miles. As far as rust, Tate found some oxidation in the lower rear quarters. The hatch was rusty and had to be replaced. The doors were "perfect." The floors didn't suffer at all and the interior was still dry.

Tate feels the Ruggirello Mustang II helped put Gapp & Roush on the map. They already had a Pro Stock drag racing team. However, this Mustang II also appeared in Car & Driver as well as twice in Super Stock & Drag Illustrated.

Tate's plan is to fully restore the car to the configuration as seen in Hot Rod's April 1977 issue. He has been unable to find photographs of the car in its original twin-turbo configuration. Tate believes the car left the Detroit area in 1981. If anyone has pictures, Tate would love to see them. You can email them to us here at or to