sc13da2208009002_10082010.htm

0000921895-10-001488.txt : 20101008 0000921895-10-001488.hdr.sgml : 20101008 20101008124118 ACCESSION NUMBER: 0000921895-10-001488 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20101008 DATE AS OF CHANGE: 20101008 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOVER MOTORSPORTS INC CENTRAL INDEX KEY: 0001017673 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 510357525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47265 FILM NUMBER: 101115603 BUSINESS ADDRESS: STREET 1: 1131 N DUPONT HWY CITY: DOVER STATE: DE ZIP: 19901 BUSINESS PHONE: 3026744600 MAIL ADDRESS: STREET 1: P O BOX 843 CITY: DOVER STATE: DE ZIP: 19903 FORMER COMPANY: FORMER CONFORMED NAME: DOVER DOWNS ENTERTAINMENT INC DATE OF NAME CHANGE: 19960627 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARATHON PARTNERS, L.P. CENTRAL INDEX KEY: 0000763311 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 110 EAST 42ND STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-490-0399 MAIL ADDRESS: STREET 1: 110 EAST 42ND STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: MARATHON PARTNERS DATE OF NAME CHANGE: 19850208 SC 13D/A 1 sc13da2208009002_10082010.htm AMENDMENT NO. 22 TO THE SCHEDULE 13D sc13da2208009002_10082010.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 22)1

Dover Motorsports, Inc.

(Name of Issuer)

Common Stock, $0.10 Par Value

(Title of Class of Securities)

260174107

(CUSIP Number)

MARIO CIBELLI

c/o Cibelli Capital Management, L.L.C.

6 East 43rd Street, 23rd Floor

New York, NY 10017-4651

(212) 490-0399

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 8, 2010

(Date of Event Which Requires Filing of This Statement)

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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-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 (“Act”) 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).

CUSIP NO. 260174107

1	NAME OF REPORTING PERSON MARIO CIBELLI
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 36,300
	8	SHARED VOTING POWER 3,235,590
	9	SOLE DISPOSITIVE POWER 49,000
	10	SHARED DISPOSITIVE POWER 3,235,590
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,284,590
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 260174107

1	NAME OF REPORTING PERSON CIBELLI CAPITAL MANAGEMENT, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 3,095,509
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 3,095,509
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,095,509
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.0%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 260174107

1	NAME OF REPORTING PERSON MARATHON PARTNERS, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 3,095,509
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 3,095,509
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,095,509
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.0%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 260174107

1	NAME OF REPORTING PERSON CIBELLI RESEARCH & MANAGEMENT, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 140,081
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 140,081
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 140,081
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 260174107

1	NAME OF REPORTING PERSON MARATHON FOCUS FUND, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 140,081
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 140,081
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 140,081
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 260174107

The following constitutes Amendment No. 22 to the Schedule 13D filed by the undersigned (“Amendment No. 22”). This Amendment No. 22 amends the Schedule 13D as specifically set forth herein.

Item 2.

Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(a) This statement is filed by Marathon Partners, L.P., a New York limited partnership (“MP”), Cibelli Capital Management, L.L.C., a Delaware limited liability company (“CCM”), Marathon Focus Fund, L.P., a Delaware limited partnership (“MFF”), Cibelli Research & Management, L.L.C., a Delaware limited liability company (“CRM”) and Mario Cibelli. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

CCM is the general partner of MP. CRM is the general partner of MFF. Mr. Cibelli is the managing member of each of CCM and CRM. Mr. Cibelli is the portfolio manager to a managed account (the “Managed Account”) and to a number of investment accounts (the “Investment Accounts”).

(b) The principal business address of each of MP, CCM, MFF, CRM and Mr. Cibelli is c/o Cibelli Capital Management, L.L.C., 6 East 43rd Street, 23rd Floor, New York, NY 10017-4651.

(c) The principal business of each of MP and MFF is investing in securities. The principal business of CCM is serving as the general partner of MP. The principal business of CRM is serving as the general partner of MFF. The principal occupation of Mr. Cibelli is serving as the managing member of each of CCM and CRM.

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person has, during the last five years, been 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.

(f) Mr. Cibelli is a citizen of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 3,095,509 Shares owned directly by MP is approximately $16,307,310, including brokerage commissions. The aggregate purchase price of the 140,081 Shares owned directly by MFF is approximately $663,707, including brokerage commissions. The Shares owned directly by MP and MFF were acquired with the respective working capital of such entities.

CUSIP NO. 260174107

The Shares held in each of the Managed Account and the Investment Accounts were acquired with the funds of clients of Mr. Cibelli.

The aggregate purchase price of the 6,300 Shares owned directly by Mr. Cibelli is approximately $40,852, including brokerage commissions. Mr. Cibelli is the beneficial owner of the Shares held in his personal accounts and in the accounts of his family members as follows: 1,600 Shares are held in the Mario Cibelli C/F S. Cibelli UTMA, 1,000 Shares are held in the Mario Cibelli C/F G. Cibelli UTMA, 1,000 Shares are held in the Mario Cibelli C/F L. Cibelli UTMA, 700 Shares are held in the Mario Cibelli C/F C. Cibelli UTMA and 2,000 Shares are held in the Mario Cibelli Simple IRA. The Shares owned directly by Mr. Cibelli were acquired with personal funds.

The securities reported herein are held primarily in margin accounts maintained with prime brokers, which may extend margin credit as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On October 8, 2010, MP delivered a letter to the Board of Directors of the Issuer (the “Board”) expressing its serious and significant concerns with the proposed merger of the Issuer with Dover Downs Gaming & Entertainment, Inc. announced on September 27, 2010 (the “Proposed Merger”). In the letter MP also questioned the adequacy of the merger consideration to be received by shareholders and the flawed process tainted by conflicts of interest that was conducted by the Issuer to arrive at such an inadequate valuation and value destroying transaction. MP urged the Board to terminate the Proposed Merger and conduct an open and robust exploration of all available strategic alternatives, including an open auction process, to achieve maximum value for shareholders. A copy of the l etter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On October 8, 2010, MP delivered to the Issuer a letter demanding, pursuant to Section 220 of the Delaware General Corporation Law, inspection of certain of the Issuer’s Books and Records (as defined therein) relating to, without limitation, any potential acquisition, sale, merger or business combination involving the Issuer since January 1, 2006, including, but not limited to the Proposed Merger (the “Demand”). The purpose of the Demand is to allow MP to examine potential mismanagement, any potential claims for breach of fiduciary duty and whether the Board was otherwise engaged in self-dealing. A copy of the Demand is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated to read as follows:

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 18,207,552 Shares outstanding, which is the total number of Shares outstanding as of July 31, 2010 as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2010.

As of the close of business on October 7, 2010, MP owned directly 3,095,509 Shares, constituting approximately 17.0% of the Shares outstanding. By virtue of their relationships with MP discussed in further detail in Item 2, each of CCM and Mr. Cibelli may be deemed to beneficially own the Shares owned directly by MP.

As of the close of business on October 7, 2010, MFF owned directly 140,081 Shares, constituting less than 1% of the Shares outstanding. By virtue of their relationships with MFF discussed in further detail in Item 2, each of CRM and Mr. Cibelli may be deemed to beneficially own the Shares owned directly by MFF.

CUSIP NO. 260174107

As of the close of business on October 7, 2010, 30,000 Shares, constituting less than 1% of the Shares outstanding, were held in the Managed Account and 12,700 Shares, constituting less than 1% were held in the Investment Accounts. Mr. Cibelli has sole voting and dispositive power over the securities held in the Managed Account and has sole dispositive power over the securities held in the Investment Accounts.

As of the close of business on October 7, 2010, Mr. Cibelli owned directly 6,300 Shares, constituting less than 1% of the Shares outstanding.

Item 5(c) is hereby amended to add the following:

(c) On September 28, 2010 MP purchased 100,000 Shares at a price per Share of $1.8350. There were no other transactions in the securities of the Issuer during the past sixty days.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On October 8, 2010, MP, CCM, MFF, CRM and Mr. Cibelli entered into a Joint Filing Agreement in which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1

Letter to the Board dated October 8, 2010.

99.2

Books and Records Demand dated October 8, 2010.

99.3

Joint Filing Agreement by and among Marathon Partners, L.P., Cibelli Capital Management, L.L.C., Marathon Focus Fund, L.P., Cibelli Research & Management, L.L.C. and Mario Cibelli dated October 8, 2010.

CUSIP NO. 260174107

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 8, 2010	CIBELLI CAPITAL MANAGEMENT, L.L.C.

	By:	/s/ Mario Cibelli
		Name:	Mario Cibelli
		Title:	Managing Member

MARATHON PARTNERS, L.P.

By:	Cibelli Capital Management, L.L.C.
	General Partner

By:	/s/ Mario Cibelli
	Name:	Mario Cibelli
	Title:	Managing Member

CIBELLI RESEARCH & MANAGEMENT, L.L.C.

By:	/s/ Mario Cibelli
	Name:	Mario Cibelli
	Title:	Managing Member

MARATHON FOCUS FUND, L.P.

By:	Cibelli Research & Management, L.L.C.
	General Partner

By:	/s/ Mario Cibelli
	Name:	Mario Cibelli
	Title:	Managing Member

	/s/ Mario Cibelli
	MARIO CIBELLI

EX-99.1 2 ex991to13da2208009002_100810.htm LETTER TO THE BOARD ex991to13da2208009002_100810.htm

Exhibit 99.1

Marathon Partners L. P.

110 East 42nd Street, Suite 1100

New York, NY 10017

October 8, 2010

BY EMAIL AND FACSIMILE

Board of Directors of Dover Motorsports, Inc.

1311 N. DuPont Highway

Dover, Delaware 19903

Dear Members of the Board of Dover Motorsports, Inc.:

As the largest outside shareholder of the Company, we are writing to you to express our serious and significant concerns with the proposed merger of Dover Motorsports, Inc. (the "Company") with Dover Downs Gaming & Entertainment, Inc. ("Dover Gaming") announced on September 27, 2010 (the "Proposed Merger"). Based on our review of the Merger Agreement, we believe the proposed consideration to be received by shareholders of the Company is grossly inadequate and significantly undervalues the Company. We are strongly opposed to the Proposed Merger and believe the Company should instead immediately engage in a fair and robust exploration of all strategic alternatives available to the Company, including conducting an open auction process, in order to maximize value for shareholders.

Given the steep discount to fair value the Proposed Merger places on the Company, we cannot help but wonder what type of flawed process the Company conducted to arrive at such an inadequate valuation and value destroying transaction. We see no evidence that the Board of Directors formed a truly independent special committee to fully and fairly review strategic alternatives available to the Company or that the Board took any steps to ensure the best interests of all of the Company's shareholders were protected and value was maximized. In fact, the Board employed the same financial and legal advisors used by Dover Gaming to counsel the Company with respect to the Proposed Merger. Is it any wonder that shareholders are set to receive such inadequate value for their investment? We are evaluating such potential conflic ts of interest and are currently evaluating any and all legal options to ensure that the Company does not seek to consummate this value-destroying transaction when better alternatives for shareholders to realize full and fair value for their shares exist.

Up until now, we believe the current Board has shown a complete disregard for the best interests of all shareholders and its fiduciary duty to maximize shareholder value. We are currently evaluating all legal options and reserve our rights to take any action necessary to ensure that the Company is once and for all run in a manner that is consistent with the best interests of all shareholders.

We also have serious questions about the wisdom of the Proposed Merger from a strategic standpoint. As you are aware the combined company would maintain the same management team, led by Chairman Henry Tippie. Over the past 8 years, Mr. Tippie and his management team have driven the Company's shareholders' equity from more than $156 million to approximately $56 million. Shareholders have suffered a staggering 68% decline in share price over the same period. Given his disastrous tenure as Chairman of the Company, we fail to see how simply merging the Company and Dover Gaming while Mr. Tippie and his management team remain at the helm provides any value to shareholders of the Company.

Further, we see significant uncertainty regarding Dover Gaming's business. With Maryland casinos coming online and additional casinos in Delaware being considered, in addition to potential increases in Delaware's take of casino winnings, we see Dover Gaming's profitability coming under increasing pressure in the future. Yet the Board seeks to transfer this risk to the Company's shareholders through the Proposed Merger without any type of premium. We wonder why the Board is seeking to unnecessarily burden shareholders with risks that are outside the purview of the Company's operations for minimal consideration.

We believe it is imperative that the Board demonstrate to shareholders that it is committed to maximizing value. Based upon the feedback we have received to date from other shareholders, it should be clear to the Board that a majority of the minority of the Company's shareholders will not support the Proposed Merger. To this end and to avoid continuing to incur unnecessary expenses, the Board should terminate the Proposed Merger and conduct an open and robust exploration of all available strategic alternatives, including an open auction process, to achieve maximum value for shareholders. We believe there are parties interested in acquiring the Company for significantly more value than shareholders stand to receive through the Proposed Merger. These parties should be able to participate in, and shareholders should b e able to benefit from, a fair and open sale or merger process.

We believe that the Board has an opportunity to reverse the long steep decline in shareholder value. By conducting an open and robust exploration of all available strategic alternatives, including an open auction process, the Board can demonstrate to shareholders that the Company is not being run simply for the benefit of Mr. Tippie and management. Unless and until the Board can do so, we remain vehemently opposed to the Proposed Merger and will vigorously campaign against its approval. Rest assured we will do all that we can to ensure that shareholders receive the maximum value for their investment in the Company.

Sincerely,

Mario D. Cibelli

Managing Member

EX-99.2 3 ex992to13da2208009002_100810.htm DEMAND FOR BOOKS AND RECORDS ex992to13da2208009002_100810.htm

Exhibit 99.2

MARATHON PARTNERS L. P.

6 EAST 43RD STREET, 23RD FLOOR

NEW YORK, NEW YORK 10017

October 8, 2010

VIA FACSIMILE AND OVERNIGHT COURIER

Dover Motorsports, Inc.

1311 N. DuPont Highway

Dover, Delaware 19903

Attn: Corporate Secretary

Dear Sir or Madam:

Marathon Partners L.P., a New York limited partnership (“Marathon Partners”), is the beneficial owner of 3,095,509 shares of common stock, $0.10 par value per share (the “Common Stock”), of Dover Motorsports, Inc., a Delaware corporation (the “Company”), as of the close of business on October 7, 2010. A true and correct copy of a statement evidencing 2,995,509 shares of Common Stock of the Company beneficially owned by Marathon Partners in its brokerage account with Jeffries & Company, Inc. is included with this letter.

For purposes of this letter, the term “Books and Records” means all documents and other nonverbal methods of information storage of any nature whatsoever referring or relating to the listed topic, including, but not limited to, memoranda, financial analyses, board minutes or resolutions, telephone records, diaries, data compilations, emails and other correspondence authored by or received by any of the members of the Company’s Board of Directors (the “Board”), the Company’s officers or other employees.

As the beneficial owner of the Shares, Marathon Partners hereby demands, pursuant to Section 220 of the Delaware General Corporation Law (“DGCL”), during the usual hours for business, to inspect the following books, records and documents of the Company and to make copies or extracts therefrom:

(a) All Books and Records prepared, delivered or otherwise transmitted to or from any officer of the Company or member of the Board relating to any potential acquisition, sale, merger or business combination including, but not limited to, indications of interest or rejected offers, involving the Company considered by the Board since January 1, 2006, including, but not limited to, the proposed merger of the Company with Dover Downs Gaming & Entertainment, Inc. (the “Proposed Merger”);

(b) All Books and Records relating to any communications with third-parties, including potential acquireors or acquirees, regarding any potential acquisition, sale, merger or business combination, including but not limited to indications of interest or rejected offers, involving the Company since January 1, 2006;

(c) All Books and Records relating to the retention of financial or legal counsel by the Board, including counsel retained by the Board in relation to the Proposed Merger, since January 1, 2006; and

(d) All Books and Records prepared by counsel delivered or otherwise transmitted to the Company’s officers or any member of the Board since January 1, 2006; and

(e) A correct and complete copy of the current governing Bylaws of the Company.

Marathon Partners believes the approval of the Proposed Merger and the process that led to that approval by the Board violated the Board’s fiduciary duties to the Company’s stockholders and constituted waste and mismanagement. The purpose of this demand is to allow Marathon Partners to examine the extent of the waste and mismanagement, any potential claims for breach of fiduciary duty and whether the Board was otherwise engaged in self-dealing.

To the extent required by applicable law, Marathon Partners will bear the reasonable costs incurred by the Company in connection with the production of the information demanded.

It is requested that the information identified above be made available to the designated parties by October 15, 2010.

Marathon Partners hereby designates and authorizes Steven Wolosky, Esq. and Andrew Freedman, Esq. of Olshan Grundman Frome Rosenzweig & Wolosky LLP and any other persons designated by either of them or by Marathon Partners, acting singly or in any combination, to conduct the inspection and copying herein requested. Pursuant to Section 220 of the DGCL, you are required to respond to this demand and make available the requested materials within five days of the date hereof. Accordingly, please advise Mr. Wolosky, at (212) 451-2333 or Mr. Freedman at (212) 451-2250, as promptly as practicable within the requisite timeframe, when the items requested above will be made available to Marathon Partners. If the Company contends that this demand is incomplete or is otherwise deficient in any respect, please notify Marathon Partners immediately in writing, with a copy to Mr. Wolosky, facsimile (212) 451-2222, setting forth the facts that the Company contends support its position and specifying any additional information believed to be required. In the absence of such prompt notice, Marathon Partners will assume that the Company agrees that this demand complies in all respects with the requirements of the DGCL. Marathon Partners reserves the right to withdraw or modify this demand at any time.

Very truly yours,

MARATHON PARTNERS L.P.

By: Cibelli Capital Management, L.L.C. Its: General Partner

By:	/s/ Mario Cibelli
Name:	Mario Cibelli
Title:	Managing Member

Exhibit A

State of New York )

) ss:

County of New York )

Mario Cibelli, being sworn, states under oath: I executed the foregoing letter, and the information and facts stated therein regarding Marathon Partners L.P.’s status as a beneficial owner of Dover Motorsports, Inc. and the purpose of this demand for inspection are true and correct. The customer account statement from Jefferies & Company, Inc. evidencing such beneficial ownership attached to the foregoing letter as Exhibit A is a true and correct copy. Such inspection is reasonably related to Marathon Partners L.P.’s interest as a stockholder and is not desired for a purpose which is in the interest of a business or object other than the business of Dover Motorsports, Inc.

/s/ Mario Cibelli

Mario Cibelli

Subscribed and sworn to before me this ____ day of October, 2010.



Notary Public

My commission expires:_____________________

EX-99.3 4 ex993to13da2208009002_100810.htm JOINT FILING AGREEMENT ex993to13da2208009002_100810.htm

Exhibit 99.3

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto), with respect to the securities Dover Motorsports, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: October 8, 2010	CIBELLI CAPITAL MANAGEMENT, L.L.C.

	By:	/s/ Mario Cibelli
		Name:	Mario Cibelli
		Title:	Managing Member

MARATHON PARTNERS, L.P.

By:	Cibelli Capital Management, L.L.C.
	General Partner

By:	/s/ Mario Cibelli
	Name:	Mario Cibelli
	Title:	Managing Member

CIBELLI RESEARCH & MANAGEMENT, L.L.C.

By:	/s/ Mario Cibelli
	Name:	Mario Cibelli
	Title:	Managing Member

MARATHON FOCUS FUND, L.P.

By:	Cibelli Research & Management, L.L.C.
	General Partner

By:	/s/ Mario Cibelli
	Name:	Mario Cibelli
	Title:	Managing Member

	/s/ Mario Cibelli
	MARIO CIBELLI