SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D/A
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
Amendment
No. 14
Dover
Motorsports, Inc.
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(Name
of Issuer)
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Common
Stock, Par Value $0.10 per share
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(Title
of Class of Securities)
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260174107
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(CUSIP
Number)
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Mario
Cibelli, c/o Cibelli Capital Management, L.L.C.
110
East 42ND Street, Suite 1100, New York, NY 10017
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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October
5, 2009
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(Date
of Event which Requires Filing of This
Statement)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [_].
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are to be sent.
____________
(1) The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Mario
Cibelli
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[_]
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(b)
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[X]
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4.
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SOURCE
OF FUNDS*
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AF,
WC, PN
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States of America
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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SOLE
VOTING POWER
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2,935,005
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9.
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SOLE
DISPOSITIVE POWER
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2,935,005
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10.
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SHARES
DISPOSITIVE POWER
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0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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2,935,005
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN
SHARES*
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[_]
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.20%
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14.
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TYPE
OF REPORTING PERSON*
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IN
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Cibelli
Capital Management, L.L.C.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[_]
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(b)
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[X]
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware;
United States of America
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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8.
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SHARED
VOTING POWER
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2,792,980
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9.
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SOLE
DISPOSITIVE POWER
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0
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10.
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SHARES
DISPOSITIVE POWER
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2,792,980
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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2,792,980
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN
SHARES*
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[_]
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.41%
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14.
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TYPE
OF REPORTING PERSON*
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CO
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Marathon
Partners, L.P.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[_]
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(b)
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[X]
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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New
York; United States of America
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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8.
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SHARED
VOTING POWER
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2,792,980
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9.
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SOLE
DISPOSITIVE POWER
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0
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10.
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SHARES
DISPOSITIVE POWER
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2,792,980
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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2,792,980
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN
SHARES*
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[_]
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|
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.41%
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14.
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TYPE
OF REPORTING PERSON*
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PN
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CUSIP No.
260174107
Item
1. Security and Issuer.
The name
of the issuer is Dover Motorsports, Inc., a Delaware corporation (the "Issuer").
The address of the Issuer's offices is 1131 North DuPont Highway, Dover,
Delaware, 19901. This Schedule 13D relates to the Issuer's Common Stock, $0.10
par value (the "Shares").
Item
2. Identity and Background.
(a-c, f)
This Schedule 13D is being filed by Mario Cibelli, a United States citizen,
Marathon Partners, L.P., a New York limited partnership ("MP") and Cibelli
Capital Management, L.L.C., a Delaware limited liability company that is an
investment management firm which serves as the general partner of MP ("CCM"),
each of whose principal business address is located at c/o Cibelli Capital
Management, L.L.C., 110 East 42ND Street, New York, NY 10017. Mr. Cibelli is the
managing member of "CCM". Mr. Cibelli is also the managing member of Cibelli
Research & Management, L.L.C. ("CRM"), a Delaware limited liability company
that is an investment management firm which serves as the general partner of
Marathon Focus Fund, L.P., a New York limited partnership
("MFF"). Mr. Cibelli also serves as portfolio manager to a number of
separate managed accounts.
(d) None
of the Reporting Persons has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None
of the Reporting Persons has, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or state securities laws or finding any violation
with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration.
As of the
date hereof, Mr. Cibelli may be deemed to beneficially own 2,935,005 Shares, and
MP and CCM may be deemed to beneficially own 2,792,980 Shares. The Shares are
held by MP, MFF, and the separate managed accounts for which Mr. Cibelli serves
as portfolio manger through his position in CCM and/or CRM (together, the
"Clients"). The funds for the purchase of the Shares by the Clients came from
the Clients' respective funds. Mr. Cibelli is also the beneficial owner of the
Shares held in his personal accounts and in the accounts of his family members
as follows: Mario Cibelli C/F S. Cibelli UTMA: 1,600 Shares; Mario Cibelli C/F
G. Cibelli UTMA: 1,000 Shares; Mario Cibelli C/F L. Cibelli UTMA:
1,000 Shares; Mario Cibelli C/F C. Cibelli UTMA: 700 Shares; Mario Cibelli
Simple IRA: 2,000; The total cost for the Shares held by Mr. Cibelli is
$40,851.76.
No
borrowed funds were used to purchase the Shares, other than any borrowed funds
used for working capital purposes in the ordinary course of
business.
Item
4. Purpose of Transaction.
The
Reporting Person has requested the initiation of a Shareholder Forum project to
be conducted by Gary Lutin of Lutin & Company to address issues of
importance to Dover Motorsports' stakeholders. The Reporting Person
believes an open forum to consider the views of the company's management and
shareholders may aid in the pursuit of value enhancing
opportunities. Information regarding the Shareholder Forum project
can be obtained at
www.shareholderforum.com/dvd
.
The
Reporting Persons intend to review their investments in the Issuer on a
continuing basis and may engage in further discussions with management, the
Board, other stockholders of the Issuer and other relevant parties concerning
the business, operations, management, strategy and future plans of the
Issuer.
Depending
on various factors including, without limitation, the Issuer's financial
position and strategic direction, the outcome of any discussions referenced
above, actions taken by the Board, price levels of the Shares, other investment
opportunities available to the Reporting Persons, conditions in the securities
market and general economic and industry conditions, the Reporting Persons may
in the future take such actions with respect to their investments in the Issuer
as they deem appropriate including, without limitation, purchasing additional
Shares or selling some or all of the Shares held by the Reporting Persons and/or
otherwise changing their intention with respect to any and all matters referred
to in Item 4 of Schedule 13D.
Except as
expressly set forth above, the Reporting Persons have no present plans,
proposals, commitments, arrangements or understandings with respect to any of
the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item
5. Interest in Securities of the Issuer.
As of the
date hereof, Mr. Cibelli may be deemed to be the beneficial owner of 2,935,005
Shares, constituting 16.20% of the Shares of the Issuer, and MP and CCM may be
deemed to be the beneficial owner of 2,792,980 Shares, constituting 15.41% of
the Shares of the Issuer, in each case based upon the 18,118,966 Common Shares
outstanding as of July 31, 2009, according to the Issuer's most recently filed
Form 10-Q.
Mr.
Cibelli has the sole power to vote or direct the vote and to dispose or direct
the disposition of 2,935,005 Shares and the shared power to vote or direct the
vote and dispose or direct the disposition of 0 Shares to which this filing
relates. MP and CCM each have the sole power to vote or direct the vote and
dispose or direct the disposition of 0 Shares and the shared power to vote or
direct the vote and dispose or direct the disposition of 2,792,980 Shares to
which this filing relates.
The
trading dates, number of shares purchased and sold and price per share for all
transactions in the Shares during the past 60 days by Mr. Cibelli through his
position in, CCM, and CRM on behalf of the Clients are set forth in Schedule A
and were all effected in broker transactions.
The
2,935,005 Shares were acquired for investment purposes. Mr. Cibelli and/or Mr.
Cibelli on behalf of the Clients and MP and CCM may acquire additional Shares,
dispose of all or some of these Shares from time to time, in each case in open
markets or private transactions, block sales or purchases or otherwise, or may
continue to hold the Shares.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The
Reporting Persons do not have any contract, arrangement, understanding or
relationship with any person with respect to the Shares.
Item
7. Material to be Filed as Exhibits.
A
description of the transactions in the Shares that were effected by the
Reporting Persons during the 60 days prior to October 5, 2009 is filed herewith
as Exhibit 99.1. A joint filing agreement is filed as Exhibit 99.2.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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October
7, 2009
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(Date)
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/s/
Mario Cibelli*
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Mario
Cibelli
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MARATHON
PARTNERS, L.P.
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By
its General Partner
Cibelli
Capital Management, L.L.C.
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/s/
Mario Cibelli*
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By: Mario
Cibelli
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Title:
Managing Member
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CIBELLI
CAPITAL MANAGEMENT, L.L.C.
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/s/
Mario Cibelli*
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Title:
Managing Member
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* The
Reporting Persons disclaim beneficial ownership except to the extent of their
pecuniary interest therein.
Attention.
Intentional misstatements or omissions of fact constitute federal criminal
violations (see 18 U.S.C. 1001).
Exhibit
99.1
Transactions
in the Shares
TRANSACTIONS
EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE
MOST RECENT FILING ON SCHEDULE 13D
Date of Transaction
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Number of Shares
Purchased/(SOLD)
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Price Per Share
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NO
TRANSACTIONS
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In
addition to the above, on August 4, 2009 and September 23, 2009, separately
managed accounts which held 9,500 and 10,000 shares of the Issuer, were
transferred and as a result, were removed from the Reporting Person's
discretion.
Exhibit
99.2
Joint
Filing Agreement
In
accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing on behalf of
each of them of a Statement on Schedule 13D (including any amendments thereto)
with respect to the common shares of Dover Motorsports, Inc., a Delaware
corporation. The undersigned further consent and agree to the inclusion of this
Agreement as an Exhibit to such Schedule 13D.
IN
WITNESS WHEREOF, the undersigned have executed this agreement as of this 7th day
of October 2009.
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/s/
Mario Cibelli*
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Mario
Cibelli
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MARATHON
PARTNERS, L.P.
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By
its General Partner
Cibelli
Capital Management, L.L.C.
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/s/
Mario Cibelli*
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By: Mario
Cibelli
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Title:
Managing Member
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CIBELLI
CAPITAL MANAGEMENT, L.L.C.
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/s/
Mario Cibelli*
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Title:
Managing Member
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SK 03366 0001
1035944
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