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. 18
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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December
17, 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).
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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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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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3.
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SEC
USE ONLY
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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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3,014,871
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8.
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SHARED
VOTING POWER
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0
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9.
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SOLE
DISPOSITIVE POWER
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3,014,871
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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 PERSON
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3,014,871
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 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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16.66%
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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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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS*
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WC
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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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7.
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SOLE
VOTING POWER
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0
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8.
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SHARED
VOTING POWER
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2,869,390
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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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2,869,390
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,869,390
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 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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15.86%
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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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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS*
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WC
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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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7.
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SOLE
VOTING POWER
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0
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8.
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SHARED
VOTING POWER
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2,869,390
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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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2,869,390
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,869,390
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 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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15.86%
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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 3,014,871 Shares, and
MP and CCM may be deemed to beneficially own 2,869,390 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.
On
December 17, 2009, the Reporting Persons sent a letter to the Issuer’s Board of
Directors, attached hereto as Exhibit 99.2.
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 3,014,871
Shares, constituting 16.66% of the Shares of the Issuer, and MP and CCM may be
deemed to be the beneficial owner of 2,869,390 Shares, constituting 15.86% of
the Shares of the Issuer, in each case based upon the 18,093,166 Common Shares
outstanding as of October 30, 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 3,014,871 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 2,869,390 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
3,014,871 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 December 17, 2009 is filed
herewith as Exhibit 99.1.
A copy of
the December 17, 2009 letter to the Board of Directors is filed herewith 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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December
17, 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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12/01/09
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22,200
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1.9094
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12/01/09
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1,000
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1.9094
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12/02/09
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14,210
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1.9754
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12/02/09
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1,000
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1.9754
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12/03/09
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40,000
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2.0014
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12/03/09
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1,456
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2.0014
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Exhibit
99.2
Via
Fed-Ex and Facsimile
December
17, 2009
Board of
Directors
Dover
Motorsports, Inc.
1311 N.
DuPont Highway
Dover,
Delaware 19903
Dear
Board Members,
It was
with amazement that we read certain quotations contained in a recent press
release announcing that Mr. Tippie will be awarded an honorary doctorate by the
University of Iowa at commencement ceremonies on Saturday, December 19,
2009. In the official University of Iowa press release dated December
3, 2009, Dean Curt Hunter describes Mr. Tippie as follows:
"Henry
Tippie is a man of humble demeanor but extraordinary achievement, and he is a
role model for University of Iowa students," said Hunter. "He has built his
businesses the right [way]*, with hard work and ethical considerations always
foremost. His generosity with the University ensures that he will continue to
inspire our students for generations to come."
Source:
http://tippie.uiowa.edu/news/story.cfm?id=2248
*Note: Amended
due to apparent typographical/grammatical error
How can
the Mr. Tippie that Dean Hunter knows be the same Mr. Tippie that the
shareholders of Dover Motorsports ("Dover" or "Company") have come to
know? The Mr. Tippie that the Dover shareholders know has not put
'ethical considerations’ first and foremost. In fact, in our 20 years
of investing, we have never encountered such an overt and detrimental conflict
of interest as is present in Mr. Tippie’s dual role as Chairman of Dover
Motorsports and voting Trustee of RMT Trust. This arrangement has
eliminated the criticism and tension that would have naturally arisen by now
given Mr. Tippie’s terrible track record at Dover over the past
decade.
While we
commend Mr. Tippie for his generous philanthropic activities and congratulate
him for the award, the facts surrounding conflicts of interest and mismanagement
at Dover stand in stark contrast to the lavish praise offered by Dean
Hunter.
Here are
the facts the Dover shareholders and board members know:
•
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Since
2002, the Company has taken goodwill write-downs and asset impairments in
excess of $130 million.
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• Operating
losses for the Midwest tracks have likely exceeded $45 million over this
period.
• Shareholders'
equity has fallen by 60% over this period.
• Dover’s
share price has fallen a staggering 70% over this period.
•
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Deteriorating
support for Mr. Tippie as reflected in the last three director
re-elections (2003, 2006, 2009).
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•
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At
Mr. Tippie's direction, the Q&A segment of quarterly conference calls
was eliminated in mid-2008, suppressing legitimate questions, concern and
criticism by outside shareholders.
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The Board
of Directors of Dover has failed the shareholders of the Company. The
red ink from years of mismanagement is all over the board's
hands.
The door
remains wide open to intelligent, value enhancing alternatives that would
benefit all the shareholders of the Company. Recent industry events
such as the resolution of the Kentucky litigation and approval of the Kansas
City casino project open the door even wider. Any concerned fiduciary
who focused on the facts would find our logic and recommendations worthy of
consideration and action.
As I have
stated in the past, the longer the board's inaction continues, the more closely
associated you will all be with the toxic situation Mr. Tippie has forced upon
the owners of the business. It is clear the Mr. Tippie
described above was long ago replaced by a self-serving and power hungry
individual who values control of these racing assets above all
else.
Remember
your obligation - you are charged with maximizing shareholder value at
Dover. In your absence, we will continue to act as advocates for the
long-forgotten shareholders of the Company.
Sincerely,
Mario D.
Cibelli
Managing
Member
cc:
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Sally Mason,
President, The University of Iowa
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William C.
Hunter, Dean, Henry B. Tippie College of Business
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Charles H.
Whiteman, Senior Associate Dean, Henry B. Tippie College of
Business
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Jarjisu
Sa-Aadu, Associate Dean, Henry B. Tippie College of
Business
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Lon D.
Moeller, Associate Dean, Henry B. Tippie College of
Business
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