DEARBORN, MI – Throughout the Mustang’s incredible standing as a cultural icon, there have been the rare finds. This pre-production ’64-1/2 289 Hi-Po hardtop is one of them. There is no other Mustang like it in the world. It is also the earliest documented “K” engine code Mustang ordered and built with the 271-horse 289 High Performance V8, four-speed, competition suspension, power front disc brakes and fog lamps. It was special-ordered by Ford corporate for Henry Ford II’s personal use and shipped to Ford’s Design studios for unique nuances no other Mustang has ever had.

This one-of-a-kind Hi-Po Mustang was discovered by Ford manufacturing engineer Art Cairo in a classified ad back in 1974. The classified ad said, “1965 Mustang once owned by the Ford family…” Asking price was under a grand, which wasn’t unusual for an old Mustang in 1974. Being a career Ford engineer with family roots in the company, Art went to look at the car in Grosse Pointe, Michigan, just north of Detroit. The car was typical of what you would find in Detroit at the time. The paint was faded and there was some rust.

Art knew Mustangs and couldn’t help but notice unusual nuances – the “vinyl” roof was genuine leather, wheel-lip moldings were diecast instead of stamped anodized aluminum, all body seams were leaded with show car treatment, and – the elegant custom interior was unlike anything he’d ever seen. Door panels appeared to be a forerunner of the molded “Interior Décor Group” panels that entered production a year later. It had thick plush carpeting and real teakwood appointments. Ordinarily color-keyed door-lock buttons, radio knobs and other appointments were all chrome plated.

When the seller raised the hood, Art immediately noticed the 289 High Performance engine, Lincoln alternator charging system, hood insulation blanket, unique alternator wiring harness, Thompson power steering pump, Autolite dual-point ignition, and power front disc brakes. The engine emitted the terrific thrash of 16 flat-tappet mechanical tappets. When he took the car for a spin, it was a rush of nostalgic euphoria, listening to the Top Loader four-speed whine through first and second gear along with the sweet, throaty roar of its Hi-Po engine. The deal was done and Art brought the car home some 200 feet from Detroit’s legendary Woodward Avenue.

In those days, the car was just another old Mustang with a unique history that Art recognized, but few others ever would. In the course of restoring this unusual car, Art discovered it had 3.50:1 Equa-Lok rear end gears. In the trunk, Art noticed a factory “reverb” amp to enhance the AM radio’s sound. Closer inspection revealed a scatter shield bolted to the transmission tunnel above the bell housing.

In the glove box was a 1965 Mustang owner’s manual – only the information written inside did not match the car. The owner’s name was Edsel B. Ford II, with a vehicle identification number that did not match the 100148 VIN on the warranty plate and inner fender.  The VIN in the owner’s manual was 721789, indicating a ’65 fastback also with the Hi-Po engine. The one-of-a-kind “K” Hi-Po fastback was special-ordered by Ford corporate for Edsel Ford II who was coming of age at the time. Ford insiders have told me that car was rolled out in June of 1965 and presented to the young Mr. Ford. I have also been told the car was sold and later totaled in an accident. Word on the street is some of the car’s unusual interior parts turned up on other Mustangs.

Based on the owner’s manual, Art assumed 100148 had once been Edsel Ford II’s car and that was his understanding for years. Art and I became acquainted in 1979 when the “In Search of Mustangs” registry was founded and became a regular in the Mustang Club of America’s Mustang Times newsletter.

Art had given the car some personal touches of his own. He freshened up the car, laid down fresh Raven Black enamel, and enjoyed this historic ride for years. Art lost interest in the car and gave it to his brother, who blew the engine and returned the car to Art. It was placed in storage and put aside. Art eventually rebuilt the engine and got the car running again.

Because, as a historian, I wanted to know more about this car, I reached out to Edsel Ford II seeking information on this car and what he knew about it. One chilly winter morning, Edsel, who remembered the car, called me and set the record straight on the car’s history. I was told the Mustang was ordered and built for his father’s use. His father being Henry Ford II. We had a nice conversation, and he invited me to Dearborn for a one-on-one interview. Like 100148 for HFII, 721789 was bucked at Dearborn Assembly and shipped to Ford Design for unique custom appointments with ’67 styling nuances.

At first glance, it appears these one-off Mustangs personally belonged to both Edsel and his father, Henry II, which has never been true. Both 100148 and 721789 were special-ordered, yet corporate-owned vehicles that belonged to Ford Motor Company. Both were built for the Fords’ use, but not to keep. Afterwards, the cars were returned to corporate and sold off the Ford Employee Resale lot in Dearborn.

To set the record straight, 5F07K100148 is a “pre-production” Mustang unit bucked and assembled at the Dearborn Assembly Plant with a scheduled build date code of “05C” – meaning it was one of approximately 180 pre-production units built between January and March of 1964 prior to the launch of mass production at Dearborn on Monday, March 9, 1964. It has a DSO Code of 89 meaning Ford Transportation Services – a vehicle ordered by Ford Motor Company for corporate use.

It is a popular misconception that pre-production units were considered “prototypes.” They were not prototypes, but instead “pilot” units ordered and built for final shakedown and quality assurance. The “05C” date code flagged them as “pre-production” units. Most were retained by Ford for promotional use and for export. Several of them have turned up in Britain and Europe, with several campaigned as racecars.

When 100148 rolled off the Dearborn line, it was shipped over to Ford Design and into the capable hands of those who transformed it into the custom ride shown here. The conventional Mustang seat frames were clad in thick foam with leather upholstery and custom appointments you’d expect for a guy like Henry Ford II. The interior was fitted with a leather headliner. The instrument panel and glove box door were clad with teakwood appointments as were the radio buttons and steering wheel.

You will also notice developmental parts like GT fog lamps, exhaust trumpets, and more throughout the HFII ride. The diecast wheel-lip moldings were damaged and not serviceable, hence their absence. When Art bought this car, it had ’66 Styled Steel wheels with trim rings, which seemed odd to Art. He believes the car’s original five-spoke custom mag wheels installed at Ford Design were either stolen or replaced with the styled steels. Art has since replaced them with the correct ’65 vintage Styled Steel wheels and Redline tires from Coker Tire.

Art has documented this Mustang’s history, touching base with Ford employees who were there at the time who were familiar with this Mustang hardtop. One mechanic at the Ford executive garage at World Headquarters remembered Mr. Ford’s concern over fuel economy. Consider the irony of that concern. Fuel was cheap in those days and no one buying a Hi-Po Mustang cared about fuel economy. One Ford technician concerned with keeping Mr. Ford happy swapped the 3.50:1 cogs with 3.25:1 while swapping in a different speedometer gear to slow Mr. Ford down.

In 2002, Art became concerned about his hardtop’s condition considering it was beginning to age in the damp Michigan environment. This was when Art came to me when I was at Mustang Monthly Magazine, to see if we could turn his Mustang into a magazine restoration project. This concerned me considering the nature of an enormous restoration project like this.

Our first suggestion was for Art to perform a thorough inspection of the body to confirm what it was going to need. We understood the hidden surprises that come up in a restoration. Rust and decay had taken a toll on this historic car. National Parts Depot, Mustangs Plus, Speed Pro, and a host of others stepped up and provided us with everything we needed to perform a concours restoration.

Rustbusters in Redford Township, Michigan, now long-retired and out of business, stepped up with their fabrication and restoration skills. The restoration wound up running into more expense than Art had ever expected. Such are the hazards of starting a restoration project to begin with. The Mustang needed new quarter panels, which had to be genuine original Ford sheet metal when you’re doing a car like this. Rustbusters exercised extremes of caution with the car, taking extra care not to disturb items like the leather top and pieces unique to this car.

As Rustbusters disassembled the car, they found more weaknesses that involved sheet metal replacement. The cowl vent was rusted through as were the wheel houses, frame rails, and the floor pans. Rustbusters used Ford sheet metal where possible, and reproduction when options weren’t available. Understand ideal circumstances, Art would have located a rust-free desert donor car and copped metal stampings from the body. There just wasn’t the budget for it.

When Art became befuddled on which hood to use, he remembered what the car had when it was purchased in 1974. It had what enthusiasts call the "1965" hood, with the improved rolled-under lip. Enthusiasts mistakenly believe the “'64½ Mustangs” came with the unimproved hood with sharp unimproved corner lips. Research has shown us some '64½ Mustangs received the improved hood in production. When Art asked us which hood to use, we suggested he go with the hood that was on the car when it was purchased in 1974. Not the '64½ hood, but the “'65-style” improved-lip hood found on virtually all of the pre-production Mustang units (and even the “Pace Car White” Indy Pace Car hardtops) that have surfaced to date.

As Art went to work on the details, he found the car’s original 289 Hi-Po engine was in remarkable condition. It was bored and honed .030-inch oversize, with the decks milled and the mains align honed. Ford historian Chris Richardson of Detroit learned during the rebuild that Art’s 289 Hi-Po had experimental cylinder head castings. The short-block was freshened up with cast pistons and ductile-iron rings for durability. The original Top Loader four-speed transmission was in impeccable condition. The same could be said for the 9-inch rear end with 3.50:1 gears.

Rustbusters managed to complete this restoration just in time for Ford Motor Company’s 100th Anniversary in 2003. Art’s HFII hardtop was rolled out in front of World Headquarters, appropriately renamed the “Henry Ford II World Center” in honor of Henry Ford’s grandson’s post-war ability to turn the company around. Edsel Ford II turned out to view the Mustang that his father had driven a half-century earlier. Art was also invited to the 2003 Woodward Dream Cruise, which gave this car great exposure and the opportunity to observe a real slice of Ford history.

Since that time, Art has attended many shows with the car, including this summer’s Bay Harbor Classic Car Festival (Mustangs Bay Harbor) where it was the feature vehicle as part of a Mustang tribute to the late Hal Sperlich. Art was also recently featured on the popular Mustang Owner’s Podcast (https://www.youtube.com/watch?v=qHmJAeY00cI), where he recounted many stories behind his ownership of this historically significant Mustang.

Inside, a rich all-leather upholstered interior with deep foam support and distinctive features that make this car a standalone. At least two other ’65 Mustangs have been found across the United States with this interior that had Mr. Ford’s blessings. Not only equipped with leather, but also real teakwood appointments and rich chrome. The steering wheel’s horn ring lacks the words “FORD MUSTANG” which indicates how early these parts are. Ford didn’t have a name for the Mustang until late in 1963.


We learned in the course of Art’s restoration he has a 1963 289 High Performance engine with experimental cylinder head castings. Because there was a huge demand for V-8s, Ford had to scramble to find a Hi-Po engine for this car.  

Early in production, inner Mustang door panel stampings had tapered door lock button holes that were stamped into the door, later becoming unfinished with a plastic escutcheon. These chrome door lock buttons were part of the custom treatment. 

Ford Design fitted the HFII hardtop with this elegant leather top, which, coupled with a glistening Raven Black finish, makes it a standout anywhere it goes.

The custom leather interior is very Lincolnesque, with motifs in the seat backs and distinctive upholstery.  We have seen two other Mustangs fitted with this interior.

The prototype steering wheel is clad with real teakwood and lacks the “FORD MUSTANG” verbiage common on production vehicles. 

At Ford’s 100th Anniversary in 2003, Edsel Ford II autographed the glove compartment door for Art.

That’s real teakwood cladding the radio knobs and instrument cluster.

Art Cairo spent his career spanning decades with Ford Motor Company as a manufacturing engineer, originally with Ford Tractor in Romeo, Michigan, and later on in Vehicle Operations at Ford’s Pilot Plant in Allen Park just south of Dearborn. Art’s primary responsibility was new-production launches at Ford assembly plants. 

These prototype fog lights wouldn’t become production items for another year.

This fastback was 721789, ordered for and delivered to Edsel Ford II. This explains the owner’s manual in the glove box of 100148.

You can imagine the excitement felt by Edsel Ford II in 1965 when he took possession of this one-off GT fastback. It was unlike any other Mustang fastback ever built.

Inside, the Edsel Ford II fastback received a generous complement of unique appointments 100148 never had. It was a rolling sneak-peek at what was coming for Mustang buyers in 1967, with plenty of brushed aluminum and full instrumentation. Mustang buyers could have only hoped for these leather seats and plush carpet.

Man tugging on his Ford Performance cap

Shop Motorsport Gear

Are you a superfan? Look no further than the Motorsport collections to show your support the team.

Get The Latest Gear