Wes Duenkel
June 1, 2009

Carl Phillips' '69 Shelby GT350
"This is you." Carl Phillips' friend and car co-conspirator Gary Alsobrooks slapped a copy of Victory Lane magazine into Carl's lap. Gary pointed to a classified ad entitled, 1969 B-Prod Shelby, Boss 302 power. Carl tossed the folded magazine into the back seat of his car. He dismissively answered, "Yeah . . . right."

The year was 1990, and both Carl and Gary actively dabbled in SCCA club racing, and they travelled to Road Atlanta every chance they got to watch the vintage races. Carl drove a '66 Hertz Shelby, and was considering turning it into a vintage racer and getting behind the wheel himself. But instead of cutting up Carl's Hertz, Gary suggested that he buy an existing car with a racing history. Carl dared, "OK, you find me one."

Two weeks after that Victory Lane magazine hit Carl's back seat, the Shelby in the advertisement was parked in his garage. It was dressed like a Boss 302, but there wasn't much to look at, Carl remembers. "It was just a body with a logbook." He had some work ahead of him.

Per the norm for most vintage race cars, Carl's Shelby had an interesting history. Purchased at a Ford dealership in Cleveland, it rolled off the assembly line as a GT500 with a 428 Cobra Jet, C6 automatic transmission, and bathed in Jade Green paint. The winter of 1969-1970 was not kind to the Shelby, as the owner lost control on a patch of ice, slid into a ditch, and flipped the car. It was sent to the dealership for evaluation, and was deemed "not worth fixing," especially when many dealers were converting their overstock of '69 Shelbys into '70s.

A dealership employee thought the rolled Shelby would make a great road-race car. He literally tossed the 428CJ and C6 in the dumpster, called Bud Moore, and ordered parts. A Boss 302 engine with one of Moore's "Mini-Plenum" intake manifolds was backed up with a Top Loader four-speed, and bolted in place of the original 428 and automatic transmission. The Shelby's body was fixed as much as possible, including filling the massive roof dent with lots of kitty hair. Hey, it's a race car; it doesn't need to look perfect, right?

The car made its racing debut at Nelson Ledges in 1972 for an SCCA club race before heading to Road America for the June Sprints. The car sparked a controversy in Elkhart Lake regarding its legality to run in B/Production. In 1964, when the SCCA approved the '65 Shelby GT350 for competition, its dimensions were homologated, including its track width. The '69 GT350 was significantly wider. Therefore, it was deemed illegal in B/Production, and would have to run in A/Production. Rather than compete with the faster cars in A/Prod at the following Michigan International Speedway and Nelson Ledges races, its Shelby-specific bodywork was replaced with standard Mustang parts and the Shelby was rebadged as a Boss 302. Now legal for A/Sedan, the car was raced from 1973 through 1975 in various SCCA national and SCCA Mid-West regional events at Ponca City, Lake Afton, and Hallet. After sitting out the '76 season, the car was resold to a Tulsa, Oklahoma, man who raced it from 1977 to 1979. It was subsequently bought for parts after the '79 season, and was never raced again.

The car had a "fuzzy" history until Carl bought it in 1990. It sat in Carl's garage for 5 years until Carl sold his '66 Hertz. With the proceeds from the Hertz sale, Carl started looking for parts to bring the battle-scarred racer back to life.

Carl wanted it to appear as it did when it rolled off the trailer in Elkhart Lake for the '72 June Sprints. That meant studying 23-year-old photos for information on period-correct paint color, equipment, and bodywork. Luckily, Carl had many of the invoices and receipts that documented the car's build--including an invoice from Bud Moore for the Boss 302 engine and "Mini-Plenum" intake manifold. So, Carl just had to find those parts again.

Since the Shelby had long since lost its engine, Carl tapped Ray Bonthron of R&R Motorsports to build another Boss 302 for his racer. Featuring a (now) rare Bud Moore "Mini-Plenum" intake, 12.5:1 compression ratio, and uncapped side-exhaust, this Shelby's power plant looks and sounds like a proper vintage racer should: loud.

Other features include a Mike Durham-built Top Loader transmission and a Coleman full-floating 9-inch rear axle. Track-friendly 4.10 gears and a Detroit Locker send power to PS Engineering Trans-Am wheels and vintage-spec Goodyear race rubber. The brakes are period-correct Kelsey-Hayes units, but updated with a Tilton dual master cylinder and balance bar setup.

Since the car still wore standard Mustang bodywork, Carl needed to source the Shelby-specific pieces, so Carl had Maier Racing build a pair of fiberglass front fenders and a matching hood for his Shelby. The front and rear bumpers are also fiberglass and the windows are Lexan.

According to the vintage photos of the Shelby, it's difficult to tell exactly what color it was painted when it made its racing debut. Carl thought a likely match was Calypso Coral. It didn't hurt that he finds the red-orange hue handsome on Mustangs.

The Shelby made it's reintroduction at the Shelby American Automobile Club's 2006 convention at Virginia International Speedway. It was a hit with the attendees, and with Carl. He entered it in the "ex-race car class," where it ran without a hiccup.

Sadly, Gary Alsobrooks passed away in early 2008. The man who originally dared Carl to buy the Shelby passed on his thirst for wily automotive adventure to his teenage son, Ryan. Thus, it's only fitting that Ryan rode alongside Carl during our photo shoot at scenic Barber Motorsports Park.

Carl's Shelby lives a leisurely life these days. When not travelling to vintage events for a little exercise, it rests in Carl's two-car garage. That is, unless Carl feels the need to wake up the neighbors.

The Details
Carl Phillips' '69 Shelby GT350

Engine

  • R&R Motorsports-built Boss 302
  • 12.5:1 compression
  • '70 Boss 302 heads
  • Bud Moore "Mini-Plenum" intake
  • Willy's-modified Holley carb
  • Solid roller camshaft
  • MSD 6AL ignition, 7,800 rpm rev limit
  • Canton oil pan
  • Fuel Safe cell
  • 110-octane fuel
  • 525 horsepower

Transmission

  • QuarterMaster 5½-inch blow-proof triple-disk clutch
  • Mike Durham-built Top Loader
  • Aluminum driveshaft

Rearend

  • 9-inch
  • Daytona pinion support
  • Detroit locker differential
  • 4.10 gears

Exhaust

  • Hooker 1 7/8-inch headers, black ceramic coating

Suspension

  • Front: Stock Shelby, Koni shocks
  • Rear: Stock Shelby, Koni shocks

Brakes

  • Front: Kelsey-Hayes disc
  • Rear: Kelsey-Hayes disc

Wheels

  • Front: PS Engineering Trans-Am, 15x6
  • Rear: PS Engineering Trans-Am, 15x7

Tires

  • Front: Goodyear Blue Streak Sports Car Special, 6.00-15
  • Rear: Goodyear Blue Streak Sports Car Special, 7.00-15

Interior

  • Aluminum racing seats
  • Auto Meter gauges
  • Hurst shifter
  • lots of rollbar tubing

Exterior

  • Calypso Coral
  • Maier Racing "lightweight" fiberglass fenders, hood, and bumpers

Photo Gallery

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