Story by Donald Farr; Photos by Al Rogers
Three years ago, Florida car-collector Nick Smith acquired the most collectible of all Shelby Mustangs — 5S003, the prototype for the street 1965 GT350 and the first GT350 completed at Shelby American in late 1964. Although previously restored to award-winning concours condition by former owner Mark Hovander, Smith established his own ambitious goal for the historic GT350: “It’s the first Shelby Mustang so it should be the best Shelby Mustang.”
That objective set the stage for a “re-restoration,” one that would make history as the only Shelby Mustang restored as it was originally built — first as a concours-spec 1965 Mustang 2+2 fastback as assembled by Ford, then converted into a GT350 in much the same manner as it was built by Shelby American.
Building the first Shelby GT350
Following the introduction of the 1965 Mustang in April 1964, Ford Motor Co. President Lee Iacocca set out to add a high-performance image to his wildly successful sporty compact. With an optional 289 High Performance K-code engine on the way and a fastback body style scheduled for summer, Iacocca reached out to Carroll Shelby with a request to create a Mustang “sports car” for road racing. Shelby accepted the challenge upon learning that removing the rear seat would make the Mustang a two-seater, thus qualifying it as a “sports car” in the eyes of the SCCA. The car’s name, GT350, was established when, during a contentious meeting with Ford executives to name the new car, Shelby asked an employee to estimate the distance between shop buildings. The answer was “350 feet” (or steps, depending on which version of the story Carroll was telling). “GT350 is what we’ll call it,” Shelby announced, even though “350” didn’t represent either horsepower or cubic inches.
To legalize the GT350 for the 1965 racing season, the SCCA mandated 100 street models be built by January. In October 1964, Shelby placed orders for three Wimbledon White 1965 Mustang Hi-Po fastbacks to serve as prototypes — two as competition models and one as the GT350 street car. The street version would be completed first because it was easier to build and, more importantly, it was needed for promotional purposes. And although someone quickly greased-penciled “5S001” on the firewall, when Shelby American finally affixed VIN tags to the trio of prototypes in early 1965, the street car mistakenly became 5S003.
To avoid duplication of effort, the three prototype Mustang fastbacks in Wimbledon White were special-ordered to delete certain components and substitute others. The fastback that would become the street prototype arrived at Shelby American’s Venice, Calif., shop in “knocked-down” form without a hood, hood latch, rear seat, seat belts, rocker panel moldings and grille ornamentation, because those parts were not needed for the GT350 conversion. The fastback also rolled off out of Ford’s San Jose assembly plant with Kelsey-Hayes 15-in. steel wheels instead of the V-8 Mustang’s standard 14-in. wheels.
As a prototype, 5S003 was used to install the street GT350 modifications, including the 306-hp 289-cid V-8 “Cobra” upgrades, handling suspension, scooped hood and twin over-the-top stripes in Guardsman Blue. To show both the standard and optional wheels in photos, the car was initially equipped with the factory-supplied 15-in. steel wheels on the driver’s side and optional Cragar wheels on the passenger side. Identified by its small “G.T. 350” decals on the front fenders (not used on later production cars), the first completed Shelby GT350 was quickly utilized for photography, marketing and advertising.
In the spring of 1965, 5S003 was updated to production specifications and sold. Over the next 50 years, the historic first GT350 passed through numerous owners and managed to survive many years of vintage racing. Eventual owner Mark Hovander (2008-’18) restored 5S003 to its original prototype configuration in 2014, completing the project in time to display the car at the Amelia Island Concours and other shows.
The road to re-restoration
Current owner Nick Smith praises Hovander’s efforts, which resulted in several major awards. “Mark did an amazing amount of research and restored the car to a very high level,” Smith said, “but I thought we could take it to the next level.”
Smith started his effort by inviting respected early-Mustang and Shelby experts to inspect the car to recommend improvements. One highly regarded restorer made an impression. “He asked me who should do the work,” recalls Charles Turner, former Mustang Club of America head judge and current 1965 GT350 head judge for the Shelby American Automobile Club. “After some discussion, he said, ‘What about you?’”
Turner accepted the challenge to lead the project, which began with the idea to refreshen the car by simply replacing reproduction parts with OEM or NOS. By the time the GT350 arrived at Turner’s North Carolina shop in early 2019, the “to do” list had expanded to include refurbishing the engine compartment and updating or re-restoring parts throughout the car. With the fastback partially disassembled, Turner and Smith broached the idea of repainting the entire car because the existing paint had been buffed to perfection, quite different from Ford factory paint in 1964. Soon, the project evolved into a rotisserie “re-restoration” for 5S003 with the goal of making it the best GT350 in existence and validating the effort by scoring top awards at three prestigious 2019 judging events: the MCA Grand National, SAAC-44 and the Muscle Car & Corvette Nationals (MCACN).
After missing the MCA and SAAC shows due to typical restoration delays, and with the completion deadline to make MCACN closing in, Turner suggested a more timely possibility: display the car at MCACN as originally built by Ford and delivered to Shelby American, then later build it into a GT350 per Shelby American in 1964.
“That really took me aback because it sounded like more work, more time, maybe even more money,” Smith said. “But it was an interesting idea. So many Shelbys have been restored, but they were never taken back to the way they were as a Mustang. I told Charles to do it.”
With that decision, 5S003’s re-restoration took on a new significance as the only Shelby GT350 first restored as a specially ordered “knocked-down” Hi-Po fastback, then converted into a GT350 just as Shelby American had done it in late 1964.
With access to the car’s original build order, Turner knew exactly how the Mustang had been built at Ford’s San Jose assembly plant. Turner stripped the car to its unit-body, taking care to protect factory and Shelby markings that Hovander had carefully replicated. Turner notes that sheet metal and welding modifications originally made by Shelby American — such as the openings for override traction bars and holes for the lowered front A-arms — were left intact. On May 31, 2019, the fastback body was transported to Jason Billups at Billups Restoration for factory-spec paint, including the engine compartment and underside.
When the painted fastback body returned to Turner in September, the trailer also carried a well-preserved 1965 Mustang hardtop that Turner had found in California. “It was very original,” Turner says. “It was built at San Jose less than two weeks before 5S003 so the date codes were correct.” Because 5S003 had been converted into an R-model in the 1980s and raced in many vintage-race events, very few original parts remained on the car. Usable parts from the hardtop were compared to parts on 5S003 and the best from both cars were restored by Turner or sent out to specialists. In the end, many original San Jose assembly line parts from the hardtop were used. “The car is now about as correct as you can get for a late-1964 San Jose-built Mustang,” Turner says.
The white hoodless fastback that showed up at MCACN in November 2019 looked odd among the gathering of the world’s most immaculately restored muscle cars. Under the scrutiny of a MCA judging team, the fastback with different wheels on each side earned a MCACN Gold award in its configuration as a “knocked-down” 1965 Hi-Po Mustang fastback, validating the restoration work done to that point.
Following MCACN, Smith and Turner scheduled the car’s conversion into the 5S003 GT350 prototype for April 2020 at Smith’s facility in Stuart, Fla. However, when COVID-19 shut down the state, the project was postponed. Eventually, the Shelby build was rescheduled for late August at Billups Restorations in Oklahoma. As much as possible, the build followed Turner’s best guess at Shelby American’s procedures from 1964. Billups offered the use of his lift; Turner elected to build the car into a GT350 on jack-stands as it was done at Shelby American.
One of the more difficult assignments was the deletion of the stud-mounted “289 High Performance” fender emblems (which would be eliminated from factory builds for future GT350s). After removing the emblems, the fresh white paint was sanded down and the factory holes filled with lead, just as it had been done in 1964, before repainting the fenders from the body line down.
A vintage photo provided the team with a guide to replicate 5S003’s prototype fiberglass scooped hood. Produced by a Shelby hood specialist using original 1965 fiberglass panels, the hood is rougher underneath than production versions and does not have the screen in the scoop opening as found in later cars.
Turner notes that Mark Hovander had spent countless hours locating the earliest known 1965 GT350 parts, so all the key Shelby components were already with the car. Most of those parts received attention or re-restoration to look brand-new.
Over three days, the conversion team reinstalled the original or NOS GT350 parts: November 1964-dated Koni shocks; Traction Master override traction bars; Tri-Y headers with side-exiting exhaust; no-part-number aluminum intake with late-1964-dated Holley “center-pivot” 715 cfm carburetor; “Cobra” aluminum valve covers and early no-part-number oil pan; Ray Brown competition seat belts; and instrument panel pod for mock-up tachometer and oil pressure gauges. Larger Galaxie station wagon rear drum brakes were also added per 5S003’s original build; these would be installed at the assembly plant on later production GT350s.
After three days of transformation work, 5S003 was completed as a GT350 on Sept. 2, 2020. With argent steel wheels on one side and Cragars on the other, the car replicates its appearance some 56 years earlier as used for Shelby American promotional photography and magazine articles.
A who’s who of experts
Although Turner admits that he managed the bulk of the effort to re-restore 5S003, he gives much credit to Jason Billups and the Billups Restoration crew along with Nick Smith’s employee Kris Hague. Turner is the also the first to say that the completed project is the culmination of contributions from many in the Mustang and Shelby universe, including Jim Cowles, John Brown, Dan Case, Jeff Speegle, Bob Perkins, Howard Pardee, Drew Pojedinec, Bob Gaines and Marcus Anghel. Turner is thankful to have discussed the re-restoration project with former Shelby American employees Chuck Cantwell, Peter Brock and Bruce Junor. Additionally, 5S003’s original owner, Bill Moir, provided many unique details about the car.
Finally, Smith and Turner credit previous owner Mark Hovander for his tireless research into 5S003 and the work done during the car’s previous restoration. “Mark documented the car beyond anything I’ve ever seen,” said Smith.
After a year of canceled shows, Smith and Turner plan to return to their bucket-list of triple-crown top awards for 2021 by entering 5S003 in the Division 1/Thoroughbred/Pinnacle (no reproduction parts) classes at SAAC-46, the MCA Grand National and MCACN in November.
Restoration Back to Hi-Po Mustang
Transformation From K-Code Mustang to Shelby GT350
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