-----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, PDTlws7X8qomC5hrMg1quW4rlmi4mkbvmv++eZp6pT42SjVta7IgzsMQRZPyy5Fu +W5GiS07JPB6RKvaTJk8yQ== 0000919574-08-003519.txt : 20080529 0000919574-08-003519.hdr.sgml : 20080529 20080529155728 ACCESSION NUMBER: 0000919574-08-003519 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20080529 DATE AS OF CHANGE: 20080529 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: 08866541 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: CIBELLI MARIO CENTRAL INDEX KEY: 0001171692 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 52 VANDERBILT AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-986-4800 MAIL ADDRESS: STREET 1: 52 VANDERBILT AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 d887754_13d-a.txt 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. 9 Dover Motorsports, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.10 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 260174107 - -------------------------------------------------------------------------------- (CUSIP Number) Mario Cibelli, c/o Cibelli Capital Management, L.L.C. 52 Vanderbilt Avenue, 4th Floor, New York, NY 10017 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 29, 2008 - -------------------------------------------------------------------------------- (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 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). CUSIP No. 260174107 --------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mario Cibelli 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, WC, PN 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 2,695,107 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 2,695,107 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,695,107 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.01% 14 TYPE OF REPORTING PERSON* IN CUSIP No. 260174107 --------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cibelli Capital Management, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware; United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 2,477,856 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 2,477,856 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,477,856 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.72% 14 TYPE OF REPORTING PERSON* CO CUSIP No. 260174107 --------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marathon Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York; United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 2,477,856 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 2,477,856 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,477,856 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.72% 14 TYPE OF REPORTING PERSON* PN 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., 52 Vanderbilt Avenue, 4th Floor, 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"), and also serves as the general partner of Marathon Offshore, Ltd., a Cayman Islands limited partnership, ("MOLtd"). 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 2,695,107 Shares, and MP and CCM may be deemed to beneficially own 2,477,856 Shares. The Shares are held by MP, MFF, MOLtd, 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 May 29, 2008, the Reporting Persons sent a letter to the Issuer's Board of Directors (attached hereto as Exhibit 99.2) and issued a press release (attached hereto as Exhibit 99.3) reiterating their belief that the Issuer should be sold by means of a competitive auction. 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 2,695,107 Shares, constituting 16.01% of the Shares of the Issuer, and MP and CCM may be deemed to be the beneficial owner of 2,477,856 Shares, constituting 14.72% of the Shares of the Issuer, in each case based upon the 16,837,556 Common Shares outstanding as of April 30, 2008, 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 2,695,107 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 2,477,856 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 2,695,107 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 May 29, 2008 is filed herewith as Exhibit 99.1. The letter sent to the Issuer's Board of Directors by the Reporting Persons is filed as Exhibit 99.2. The press release distributed by the Reporting Persons is filed as Exhibit 99.3. A joint filing agreement is filed as Exhibit 99.4. 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. May 29, 2008 ------------------------------------ (Date) /s/ Mario Cibelli* ------------------------------------ Mario Cibelli MARATHON PARTNERS, L.P. By its General Partner Cibelli Capital Management, L.L.C. /s/ Mario Cibelli* ------------------------------------ By: Mario Cibelli Title: Managing Member CIBELLI CAPITAL MANAGEMENT, L.L.C. /s/ Mario Cibelli* ------------------------------------ By: Mario Cibelli Title: Managing Member * 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). EX-99 2 d887754_ex99-1.txt EX99-1 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 Number of Shares Price Per Transaction Purchased/(SOLD) Share ----------- ---------------- --------- None EX-99 3 d887754_ex99-2.txt EX99.2 Exhibit 99.2 Via Fed-Ex and Facsimile May 29, 2008 Board of Directors Dover Motorsports, Inc. 1311 N. DuPont Highway Dover, Delaware 19903 Dear Board Members, It has been over a year since you received our original letter which recommended that Directors conduct an auction of Dover Motorsports ("the Company"). In that time frame, Marathon Partners has become the Company's largest outside shareholder. Our knowledge of Dover Motorsports and recent industry news has increased our conviction that the shareholders of Dover Motorsports would be best served if their Board pursued a sale of the Company by means of a competitive auction. If an auction does not produce an attractive bid for the Company's assets, then it is obvious that Dover Motorsports must finally divest itself of its money-losing Midwest motorsports facilities. We strongly recommend that the Board engage the services of a leading advisor to help sort through the various options available to the Company. Since the separation of casino and motorsports operations more than six years ago, the share price of Dover Motorsports has fallen by approximately 20%. In a 2002 letter to shareholders of the companies, Chairman Henry Tippie stated that the spin-off was intended to facilitate `capital raising and acquisitions' in order to `set the stage for future growth' for the casino and motorsports companies. The spin-off, as originally conceived, has failed to live up to its stated intentions. After six years without price appreciation, the old playbook must be thrown out. The days of the independent NASCAR track owners have all but passed. Dover Motorsports will never be able to achieve the operating performance of International Speedway Corporation ("ISC") and Speedway Motorsports Inc. ("SMI"). The combined strength of the industry leaders leaves the Company at a permanent competitive disadvantage in regards to sponsorship dollars, operating margins and infrastructure. It is simply not possible for a single Sprint Cup series track to produce the results of a large portfolio of similar tracks. More time and additional patience cannot change this fact. Both ISC and SMI can operate the Monster Mile more profitably than Dover Motorsports will ever be able to. Additionally, ISC and SMI have both demonstrated an ability to successfully acquire, integrate and develop other racing facilities. In stark contrast, Dover Motorsports has failed in its strategy to grow via acquisition (Gateway & Memphis) and through the development of a de novo racing facility (Nashville), with only losses to show for all of the effort. Dover Motorsports' options for value creation outside of a sale of the Company are quite narrow. While small incremental investment at the Monster Mile remains a possibility, it will be very difficult to move the needle enough to make a difference in the Company's operating results. Given the reality of the situation, the only option is for Dover Motorsports to use its free cash flow to pay down debt. Suffice it to say, this will absolutely lead to a low rate of return for the Company's shareholders. We estimate that over the next three years, such a strategy will create about a $1 per share of incremental value to the owners of the business, or approximately a 5% annual return from the current share price. That would land Dover Motorsports' share price at approximately the same level as just after the 2002 spin-off. There is no reason for the Board of Directors to accept such a paltry rate of return for shareholders over a nine-year period when there appears to be opportunities at hand to significantly increase shareholder value. Recent transactions for other Sprint Cup tracks make it clear that Board Members are leaving significant value on the table by perpetuating the Company's current independent ownership structure. In early 2007, ISC valued a single Sprint Cup race weekend for approximately $215 million when it purchased control of Chicagoland Speedway. Earlier this year, SMI paid $340 million in cash for New Hampshire International Speedway ("NHIS"), home to two Sprint Cup race weekends. This transaction is a very good comparable for Dover Motorsports. NHIS has approximately 40,000 less seats than the Monster Mile and is on the lowest tier for TV broadcast revenue participation for both of its races (as opposed to Dover Motorsports' higher level of TV revenue participation for the June race). SMI's management has stated that it expects the acquisition to be accretive to its earnings per share. If that isn't enough, a number of publications have reported that NHIS drew interest from eight different parties, including one that reportedly offered to pay as much as $360 million for the two Sprint Cup dates. Furthermore, court documents related to the Kentucky Speedway litigation make it clear that Dover has drawn the interest of potential suitors in the past. Just last week, SMI announced that it is purchasing Kentucky Speedway. Assuming the transaction closes, this has created an even greater need for SMI to acquire additional tracks that host Sprint Cup races. Comments in the press from SMI and Kentucky Speedway make it clear that they have a strong interest in acquiring additional Sprint Cup race tracks. Looking at SMI's portfolio of facilities, including Kentucky, it is clear SMI needs to own at least one more race track that has two Sprint Cup weekends attached to it. The past decade of race track consolidation has left Dover Motorsports and Pocono Raceway as the only viable options for acquiring additional Sprint Cup race weekends. While it is impossible to rule out any transaction, Pocono Raceway owner Joe Mattioli and his wife have been widely quoted for years saying that Pocono is not for sale and that the track is within a generation-skipping trust which would make any potential sale occur many years from now. The consolidation of premier NASCAR racing facilities in America is all but complete, and Dover is the final piece to the puzzle. Of course, with scarcity comes increased value. The aforementioned comparable sales notwithstanding, we believe there is ample room for either ISC, SMI, or other potential parties to offer a sizeable premium to Dover Motorsports' shareholders and still acquire the Company on attractive terms. The math works for three main reasons: One, we assume ISC and SMI will be able to add a small amount of incremental revenue from new and existing sponsorships, an area of historical weakness for Dover Motorsports. Two, we assume ISC and SMI will be able to run the Monster Mile at their current respective operating margins. Three, we assume most of the Company's corporate overhead costs could be eliminated once it is part of ISC's or SMI's portfolio of tracks. By our analysis, a cash buyout of the Company is accretive to the buyer's earnings per share well into the low double digits on Dover Motorsports' share price. This is also before any consideration of schedule shifts that might benefit larger operators seeking second race weekends for existing venues. Over the years, Dover Motorsports has told shareholders that it would be open to selling itself to interested parties that put forth serious inquiries. This is quite possibly the perfect time for Dover Motorsports to participate in the consolidation of the industry, especially with the current low level of capital gains taxes. If not now, then when? And if not, why not? We cannot think of any other activity for Board Members to be engaged in that will unlock as much value as selling the Company now. It does not stand to reason that the recent comparable transactions do not represent the current market for Sprint Cup facilities, even before considering the scarcity value of controlling perhaps the last two available premier racing weekends. As fiduciaries to all shareholders, Directors should find the current speedway merger and acquisition environment simply too compelling to ignore. Just as frustrating as watching other track owners avail themselves to a robust market for Sprint Cup race weekends is the Board and management's decision to continue operating the money-losing facilities in the Midwest. The Company's tracks in Nashville, Memphis and St. Louis are all unprofitable. We have been told over the years that the Midwest tracks lose approximately $6 million a year in total. In addition to all of the capital that has been sunk into these facilities, management, with the Board's blessing, sees fit to continually add to the investment in the form of annual losses. This makes absolutely no sense. Further, disclosure around the Midwest tracks has been poor. The Company's quarterly earnings releases and annual reports do not break out results that would allow for a more objective analysis of these tracks. While more disclosure and detail would be preferable, the prospect of continued annual losses plus last year's large write-down of the assets is more than enough to conclude that the Midwest burden must end. The facilities will most likely never be profitable and therefore will never earn anywhere near a respectable return on capital. NASCAR will not ride to the rescue of these tracks. Reality needs to set in: The Midwest facilities are a tremendous burden to the owners of Dover Motorsports and Board Members must find a solution. The status quo is unacceptable. If Dover Motorsports is unable or unwilling (even while it holds itself out as being open-minded to a transaction) to sell itself, then the Midwest tracks must be liquidated. Fragile egos seeking to avoid blame for the Midwest situation should have no place in the decision to eliminate the losses from these tracks. Unlike a potential sales process, this strategic decision is completely in the hands of the Company's management team and Board Members. The financial impact from such a decision is huge relative to the current capitalization of Dover Motorsports. If the proceeds from the sale of the Midwest assets were $30 million after track-level obligations (a large discount to the already lowered carrying value) and annual losses of $6 million were eliminated from the operating results, the Company's shares could be valued at $2 above the current stock price. Adding $2 per share in value to a $6 share price is very significant to the owners of Dover Motorsports. We believe a sale of Dover Motorsports is the most logical course of action for Board Members to follow. Absent that, there is no doubt that the Company's costly excursion outside of its core Dover market has been a complete failure. There is no possible reason to continue to impose the losses from the Midwest tracks upon the shareholders of the Company unless a buyer of Dover Motorsports wishes to own all four facilities. Since the Midwest tracks consume cash and are a small part of the total asset value of the Company, it does not make sense to allow the maneuverings of these facilities to drive a strategic direction for the entire business. Said another way, a concerned Board would do what made the most sense for the Monster Mile, instead of trying to figure out how to keep the Midwest tracks at all costs. It is a pipe dream to cling to the belief that NASCAR will alter the Nationwide Series TV revenue splits so that the Midwest tracks will become profitable. Why wait another year to address this situation? The leaky Midwest bucket will just keep leaking. Somehow, the wrong things have happened for far too long at Dover Motorsports. Collectively, the management team, Board Members and ownership structure have contributed to a situation where logic does not prevail. Why is this? We believe Dover Motorsports needs help now in order to navigate through a potential transaction. We believe the Company has frustrated potential interested parties on more than one occasion in the past. While we agree that Board Members should pay no attention to suitors that have not indicated a serious level of interest in the Company, we are concerned that the Company's method of negotiating has left potentially interested parties frustrated with checkbook safely tucked away from Dover Motorsports' shareholders. If you have not done so already, we recommend hiring a leading advisor to help the Company navigate through its various options. A shareholder's level of patience is derived from the manner in which fiduciaries conduct themselves in regard to the capital entrusted to them. The Company's management team and Board Members have not endeared themselves to the outside shareholders of Dover Motorsports in this regard. A poor situation has developed with the Company through multiple years of failed investments, continued operating losses in the Midwest, and a less-than-clear strategy as it pertains to inevitable industry consolidation. Asking for patience for patience's sake is an insult to long-term investors. Thus far, patience has been a costly exercise for the shareholders of Dover Motorsports. The words sound good but they must be backed up with action in order to have meaning. Unfortunately, action has been missing from the equation. Board Members, there are consequences for maintaining the status quo or delaying the inevitable. Shareholders are assured of poor returns (please let that sink in for a moment) if Dover Motorsports is allowed to continue along its current trajectory. Management and Board Members will also face a further loss of credibility from shareholders and the motorsports industry, as well as foster the perception that they are weak fiduciaries. In addition, the current robust deal environment for racing facilities could subside. It is clearly time for the Board Members to step up and seek out a solution to the quagmire that has engulfed the Company. The shareholders of Dover Motorsports deserve better. Thank you for your time. Sincerely, Mario D. Cibelli Managing Member EX-99 4 d88754_ex99-3.txt EX99-3 Exhibit 99.3 Marathon Partners Sends Letter to the Board of Directors of Dover Motorsports The Time is Right for a Sale of the Company NEW YORK, May 29 /PRNewswire/ -- Marathon Partners L.P., the largest outside shareholder of Dover Motorsports, Inc. (NYSE: DVD), has sent a letter to the Dover Motorsports, Inc. Board of Directors dated May 29, 2008. The letter can be read in its entirety by visiting www.sellthecompany.com or by reviewing Exhibit 99.02 on Mario Cibelli / Cibelli Capital Management LLC's Schedule 13D/A to be filed with the Securities and Exchange Commission on May 29, 2008. Marathon strongly believes Dover Motorsports ("the Company") is not serving its shareholders well by remaining independent in light of the Company's failed growth strategy, limited future growth prospects, and the dominance of the industry by International Speedway Corporation and Speedway Motorsports Inc. Recent events have further emphasized the need for the Board of Directors of Dover Motorsports to act in order to maximize shareholder value. Marathon Partners believes it is an opportune time for the Board to hire an advisor to pursue a sale of the Company by means of a competitive auction. Absent a sale of the Company, Marathon Partners emphatically recommends that the Board of Directors close the money-losing Midwest race tracks. The Midwest facilities will continue to generate operating losses for the foreseeable future and have become a burden that needs to be addressed by Board Members. As fiduciaries to all Dover Motorsports' shareholders, Directors should find the current speedway merger and acquisition environment simply too compelling to ignore. Recent transactions for other racing facilities that host Sprint Cup races make it clear that Dover's Board Members are leaving significant value on the table by perpetuating the Company's current independent ownership structure. Marathon Partners believes there is ample room for either International Speedway Corporation, Speedway Motorsports Inc., or other potential parties to offer a sizeable premium to Dover Motorsports' shareholders and still acquire the Company on very attractive terms. A shareholder's level of patience is derived from the manner in which fiduciaries conduct themselves in regard to the capital entrusted to them. The Company's management team and Board Members have not endeared themselves to the outside shareholders of Dover Motorsports in this regard. A poor situation has developed with the Company through multiple years of failed investments, continued operating losses in the Midwest, and a less-than-clear strategy as it pertains to inevitable industry consolidation. Asking for patience for patience's sake is an insult to long-term investors. Thus far, patience has been a costly exercise for the shareholders of Dover Motorsports. The words sound good but they must be backed up with action in order to have meaning. Unfortunately, action has been missing from the equation. After years of poor performance, it is clearly time for the Board Members to step up and seek out a solution to the quagmire that has engulfed Dover Motorsports. About Marathon Partners L.P.: Marathon Partners L.P., founded by Mario D. Cibelli in 1997, is a New York based investment partnership. Source: Marathon Partners L.P. EX-99 5 d88754_ex99-4.txt EX99-4 Exhibit 99.4 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 29th day of May 2008. /s/ Mario Cibelli* ------------------------------------ Mario Cibelli MARATHON PARTNERS, L.P. By its General Partner Cibelli Capital Management, L.L.C. /s/ Mario Cibelli* ------------------------------------ By: Mario Cibelli Title: Managing Member CIBELLI CAPITAL MANAGEMENT, L.L.C. /s/ Mario Cibelli* ------------------------------------ By: Mario Cibelli Title: Managing Member SK 03366 0001 887754 -----END PRIVACY-ENHANCED MESSAGE-----