SFM5R538, The Winningest Shelby Ever - Estimate $1,250,000 - $1,500,000
Engine 289/325 HP
Trans 4-Speed
Color Wimbledon White
Interior Black
VIN/Serial SFM5R538
The "winningest" Shelby ever with 17 straight wins from 1968-1969 with Charlie Kemp behind the wheel
Purchased new by Roger West
West won the SCCA Southeast Divisional Championship before selling the car to Charlie Kemp in 1967
Through 1971, Kemp entered 54 races, finished 42 and won 32
Ran at a clocked 184 MPH at Daytona at 1968, the highest speed known for any 289-powered Shelby
Re-acquired by Kemp in early the 2000s and returned to as-raced condition and no. 23 livery
Correct K-code stampings on aprons
Original Shelby tag
Two-year concours restoration completed in November 2020 to as-delivered spec by John Brown of Thoroughbred Restorations
Division 2 Gold award at the SAAC-46 event in Indiana with only 14 points deducted, judging sheets included
Returned to John Brown following the SAAC event to have deductions corrected
One of only 34 production R Models
289/325 HP V-8 engine
Holley 4-barrel carburetor
Cobra high-rise intake manifold
Tri-Y headers
Oil cooler and high capacity radiators
Borg Warner T10 4-speed manual transmission
Independent front suspension with adjustable coil springs
Live rear suspension with leaf springs
Front disc brakes
Fiberglass front body apron
Ventilated front disc brakes
Brake cooling ducts
Plexiglass windows
Original-style wood-rimmed steering wheel
American Racing magnesium Torque Thrust wheels
For most people today, the golden era of 1960s racing remains one of fond remembrances, historical mementos and period visual images. To understand the passion that drove the technological advances, one need only look at the number of limited production cars that entered onto the competition scene for organized sanctions like NASCAR, NHRA and SCCA. And so it was from the partnership of Carroll Shelby and Ford Motor Company that there emerged approximately three dozen 1965 Mustangs whose real purpose was to dominate American production sports car events. The car seen here, SFM5R538, is one of that rare group and is considered by many to be the winningest Shelby ever.
Such a title should not be taken lightly. However, this car won SCCA Division Championships and numerous regional events during the period of 1967-1971 under first owner Roger West and later Charlie Kemp. It was raced at places like Daytona, Sebring and Riverside. Under Kemp’s tutelage and assisted by Crew Chief Pete Hood, this car made 54 starts with 42 finishes and 32 race wins, including a consecutive run of 17 victories at one point between 1968 and 1969. Kemp drove it to a top speed of 184 MPH during a competition event at Daytona that has been noted as the highest speed ever achieved by any 289 CI Shelby, Mustang or Cobra, at a sanctioned closed-course race. Kemp, who drove everything in competition from a Lotus to McLarens to Porsches, was also responsible for getting the car preserved for the future upon purchasing it for a second time.
According to SAAC-based Shelby documentation, this car began as an order from Shelby American to Ford Motor Company in March 1965, with construction starting at the San Jose assembly line the following month. Built by Shelby under Work Order No. 17535, conversion of the vehicle into a GT350R took almost six months after the car was received from Ford at Shelby’s conversion facility in Los Angeles. Finished on November 10, the completed race-ready pony car was made available for purchase and subsequently ordered only eight days later by Treadway Ford Inc., a franchise in Mobile, Alabama.
First owner Roger West of Birmingham, Alabama, purchased the car and associated racing pieces in early 1966 for just over $6,200 and began racing it in B/Production soon afterward. Running some longer events like Sebring and Daytona with noted Alabama driver Donnie Allison, West was later honored as SCCA Southeast Divisional Champion after excellent showings with the car in 1967. He would ultimately sell the car at season’s end, reportedly in part upon taking delivery of his new GT40. It was at this point Charlie Kemp enters the picture.
Simon Charles Kemp grew up with a racer’s heart. At the age of 16, he drove in his first event, wheeling in a ’49 Ford to a third place finish at a dirt track in Jackson, Mississippi. Racing continued, including a stint in drag racing with an early supercharged Thunderbird, but by the early 1960s, Charlie turned to road racing. After joining the Mississippi Region SCCA and finishing second in his first sports car race in 1964, he bought a Lotus 11 and competed at events like the American Road Race of Champions against some of the toughest racers of the era.
An SAAC listing notes Kemp was able to buy West’s GT350R in December 1967 from Foreign Car Center in Birmingham, Alabama, where he paid $4,600 for SFM5R538 and a stash of spare racing parts. An introduction to mechanic Pete Hood soon afterward completed the program, and Hood agreed to stay on as top wrench. As competition No. 23, the Mustang was modified throughout the era according to the methods then popular (and in some secret ways as well) but retained a majority of its specialty Shelby components. After Kemp sold the car to the next owner due to his other driving opportunities, it was driven by Buddy Winsett to a B/Production victory at Road Atlanta in 1974. Soon afterward, the owner offered to sell it back to Kemp, after which Kemp and Hood put it back together primarily as a show car, never again racing it.
Now considered a significant part of the Shelby hobby, SFM5R538 has recently been refreshed to exacting production specifications under the direction of its current owner, who purchased the car from Kemp in 2014. That two-year concours restoration by expert John Brown of Thoroughbred Restorations was completed in November 2020 and took an incredible Division 2 Gold award at the SAAC-46 event in Indianapolis last February with only 14 points deducted. Those judging sheets will be included. The car was then returned to Brown to have even those deductions corrected. It should be noted this car has not entered any other events to date, making triple-crown judging status the potential honor of its next caretaker.
According to the Shelby Registry, only 36 of these GT350 factory competition models were ever built, the first two of which (5R001 and 5R002) were prototypes raced by the factory team during the 1965 season, while a third (5R537) was used as a prototype for the 1967 GT500. This competition Shelby Mustang still features correct K-code stampings on the fender aprons and the original Shelby tag, as well as the HiPo 289 CI V-8 engine offered only in Shelby models. This conversion meant a special 715 CFM Holley 4-barrel carburetor on a counter-accessory Cobra high-rise intake manifold, Tri-Y headers, the oil cooler and high-capacity Ford radiator, and other Shelby detail touches. Behind the engine is a BorgWarner T10 4-speed manual transmission.
Specifically for B/Production road racing, GT350 R-Model Shelbys like this came with independent front suspension featuring adjustable coil springs, a live rear suspension with leaf springs and front disc brakes, all which aided it in using the tires then available. The set of American Racing magnesium Torq Thrust wheels allowed for a wider-than-stock competition tire size, and West reportedly ordered an additional full set of those wheels when buying the car to be used for racing tire changes. Front disc brakes, with ventilation, thanks to the Shelby fiberglass front body apron, and functional rear brake cooling ducts helped slow it down in the toe-heel road course environment. The addition of plexiglass windows aided both safety and weight, but the R Model releases retained class down to the original-style wood-rimmed steering wheel seen here. Again, the Gold score recently attained at Indianapolis and Brown’s association with this unique Shelby speaks volumes for the level of detail that went into refreshing this particular car.
The next owner of SFM5R538 will certainly become part of its legacy. The winningest Shelby rightfully belongs with the strongest buyer when it comes forward for its next big win. Because just like in the 1960s, you don’t just come to race—you come to win.
