-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AsZVWqQcEps+bZ6gig8LXl/ljsQKcF7jPr7wo0AAfUk4oezmNAZdpWD1mqlBzegc XyDvC0sW5AhDphPxFyhVVA== 0001104659-04-040241.txt : 20041217 0001104659-04-040241.hdr.sgml : 20041217 20041217143141 ACCESSION NUMBER: 0001104659-04-040241 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041217 DATE AS OF CHANGE: 20041217 GROUP MEMBERS: HENRY B. TIPPIE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOVER DOWNS GAMING & ENTERTAINMENT INC CENTRAL INDEX KEY: 0001162556 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 510414140 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78179 FILM NUMBER: 041210996 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ESTATE OF ROLLINS JOHN W SR CENTRAL INDEX KEY: 0001111547 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2200 CONCORD PIKE CITY: WILMINGTON STATE: DE ZIP: 19803 MAIL ADDRESS: STREET 1: 2200 CONCORD PIKE CITY: WILMINGTON STATE: DE ZIP: 19803 SC 13D/A 1 a04-15024_1sc13da.htm SC 13D/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Dover Downs Gaming & Entertainment, Inc.

(Name of Issuer)

 

$.10 Par Value Common Stock

(Title of Class of Securities)

 

260095 10 4

(CUSIP Number)

 

Henry B. Tippie, c/o Dover Downs Gaming & Entertainment, Inc.,

3505 Silverside Road, Concord Plaza, Plaza Centre Building, Suite 203, Wilmington, DE  19810 (302) 475-6757

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 17, 2004

(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. o

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.

* 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.   260095 10 4

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
(A) Estate of John W. Rollins, Sr.
(B) Henry B. Tippie, Executor of the Estate of John W. Rollins, Sr.

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(A) E.I.N. # 54-6461824
(B) S.S. # ###-##-####

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
00

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
(A) State of Delaware
(B) United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
(A) 5,676,764
(B) 2,321,000

 

8.

Shared Voting Power 
(A) 0
(B) 230,000

 

9.

Sole Dispositive Power 
(A) 5,676,764
(B) 2,000,000

 

10.

Shared Dispositive Power 
(A) 0
(B) 230,000

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
(A) 5,676,764
(B) 2,551,000

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
(A) 38.1%
(B) 21.7%

 

 

14.

Type of Reporting Person (See Instructions)
(A) 00
(B) IN

 

2


 

Item 1.

Security and Issuer

 

The class of equity security to which this Schedule 13D relates is the Common Stock (the “Common Stock”), par value $.10 per share, of Dover Downs Gaming & Entertainment, Inc., a Delaware corporation (the “Company” or the “issuer”).  The Common Stock is publicly traded.  The ownership reflected above includes both Common Stock and Class A Common Stock.  Class A Common Stock is not publicly traded.  Class A Common Stock entitles the holder to ten (10) votes per share and is convertible at any time into shares of Common Stock on a one-for-one basis at the option of the shareholder.  As a result, under Rule 13d, a holder of Class A Common Stock is deemed to have beneficial ownership of the Common Stock which such shareholder may acquire upon conversion of the Class A Common Stock.  The percentages set forth herein assume the conversion of all shares of Class A Common Stock beneficially owned by the Reporting Person into Common Stock. The principal office of the Company is located at 1131 N. DuPont Highway, Dover, Delaware  19901.

 

 

Item 2.

Identity and Background

(a)

(A) Estate of John W. Rollins, Sr. (the “Estate”)
(B) Henry B. Tippie, both as executor of the Estate and individually (“Mr. Tippie”).  The Estate and Mr. Tippie are not a “group” within the meaning of Section 13(d) and are filing on the same Schedule for convenience only.

(b)

(A) The Estate’s business address is c/o Dover Downs Gaming & Entertainment, Inc., 3505 Silverside Road, Concord Plaza, Plaza Centre Building, Suite 203, Wilmington, DE  19810.  The Estate came into existence upon the death of John W. Rollins, Sr. on April 4, 2000.  Letters Testamentary upon the Estate were in due form of law granted unto Mr. Tippie on April 7, 2000.
(B) Mr. Tippie’s business address is 3420 Executive Center Drive, N.W., Suite 163, Austin, TX  78731.

(c)

(A) Not applicable.
(B) Mr. Tippie is Chairman of the Board and of the Executive Committee of the Company, Chairman of the Board and Chief Executive Officer of Tippie Services, Inc., 3420 Executive Center Drive, N.W., Suite 163, Austin, TX  78731, and a Director of various other public and private companies.

(d)

(A) & (B) During the last five years, neither Mr. Tippie nor the Estate were convicted in a criminal proceeding.

(e)

(A) & (B) During the last five years, neither Mr. Tippie nor the Estate were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction in which, as a result of such proceeding, either was or is subject to any 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)

(A) Not applicable.
(B) Mr. Tippie is a citizen of the United States of America.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

 

(A) Not applicable.
(B) Not applicable.

 

 

Item 4.

Purpose of Transaction

 

On November 10, 2004, the Company commenced a self-tender for up to 10% of the Company’s outstanding shares of Common Stock and up to 10% of the Company’s outstanding shares of Class A Common Stock.  The self-tender has been completed.  In connection with this self-tender, on December 13, 2004 the Estate sold to the Company 1,500,000 shares of Class A Common Stock and on December 17, 2004 sold to the Company 41,608 shares of Common Stock, in each case at the purchase price of $12.00 per share.

 

3


 

Item 5.

Interest in Securities of the Issuer

(a)

(A) Estate:

Amount beneficially owned:   5,676,764.  The Estate beneficially owns 158,392 shares of Common Stock and 5,518,372 shares of Class A Common Stock or 38.1% of the Common Stock (which for purposes of this calculation is based on 9,363,791 shares of Common Stock outstanding to which have been added 5,518,372 shares of Common Stock by assuming the conversion of all shares of Class A Common Stock beneficially owned by the Estate into shares of Common Stock).

 

(B) Mr. Tippie:

Amount beneficially owned: 2,551,000. The Reporting Person beneficially owns 130,000 shares of Common Stock and 2,421,000 shares of Class A Common Stock or 21.7% of the Common Stock (which for purposes of this calculation is based on 9,363,791 shares of Common Stock outstanding to which have been added 2,421,000 shares of Common Stock by assuming the conversion of all shares of Class A Common Stock beneficially owned by the Reporting Person into shares of Common Stock).  The above numbers include 321,000 shares of Class A Common Stock over which Mr. Tippie has voting control only (but not the power to dispose of the shares and no pecuniary interest in the shares), 25,000 shares of Common Stock held as Co-Trustee and 105,000 shares of Common Stock and 100,000 shares of Class A Common Stock held by Mr. Tippie’s wife.

(b)

Please refer to Items 7 through 9 on the cover page hereof and Item 5(a) above.

(c)

(A) Please refer to Item 4 above.
(B) None.

(d)

(A) None.
(B) None.

(e)

(A) Not applicable.
(B) Not applicable.

 

 

Item 6.

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

 

None.

 

 

Item 7.

Material to Be Filed as Exhibits

 

None.

 

4


 

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.

 

December 17, 2004

 

Date

 

 

 

Estate of John W. Rollins, Sr.

 


/s/  Henry B. Tippie

 

Signature

 


Henry B. Tippie, Executor

 

Name/Title

 


/s/  Henry B. Tippie

 

Signature

 


Henry B. Tippie, Individually

 

Name/Title

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

5

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