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Proposal for Shareholder Vote to Eliminate Restrictions on Stock Sales

It was reported in an SEC filing this morning that Mario Cibelli of Marathon Partners, LP, the largest public shareholder of Dover Motorsports, has submitted a proposal for an amendment of the corporate bylaws to eliminate restrictions on transfers of the company's Class A "super-voting" shares, and has asked that the company include the proposal in its proxy statement as required by SEC rules for voting at the next shareholders meeting.[1] The text of the shareholder proposal and its supporting statement is copied below.

The restriction of Class A stock transfers was referred to by the trustee of RMT Trust, which owns 8 million of the 18.5 million outstanding Class A shares, as a reason for rejecting a Cibelli offer to buy the Trust's holdings of Dover Motorsports stock. The company's management has not yet responded to the Forum's request for clarifications of the trustee's statements.

It should be noted, in the context of the trustee's recent actions on behalf of the RMT Trust and as chairman of the company's board of directors, that SEC filings report Henry Tippie's personal purchases of the publicly traded common stock of Dover Motorsports on twelve days from November 4 to November 30, 2009, aggregating 141,900 shares. Another member of the board disclosed personal purchases last week of 5,000 shares. There had been no reports of open market or private transaction purchases of stock by directors during the previous six months.

GL – December 1, 2009

Gary Lutin, Forum chairman

c/o Lutin & Company

575 Madison Avenue, 10th Floor

New York, New York 10022

Tel: 212-605-0335









RESOLVED, that Section 8.7 (Restrictions on Transfer of Class A Common Stock) of the Bylaws of Dover Motorsports, Inc. (“Company”) is repealed in its entirety; and further, the following new section of the Bylaws is adopted:


Section 8.7   Restrictions on Transfer of Stock


(a)        The Company may not impose any restrictions on the lawful sale, transfer or disposal of any class of its stock or amend this section other than by the affirmative vote of the holders of 75% or more of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors.


(b)        The Company shall upon request replace certificates of shares bearing legends referring to repealed or otherwise invalid Bylaw provisions.



PROPONENT’S SUPPORTING STATEMENT:  The proponent, a holder of over 2.9 million shares of Common Stock of Dover Motorsports, believes that every shareholder should be able to freely sell, transfer or dispose of any class of Company stock as permitted by law. 


Presently, the Company Bylaws prohibit shares of Class A Common Stock to be sold, disposed of, or transferred to anyone other than existing Class A shareholders or members of their immediate family.   


We do not believe the existing restrictions on the Class A Common Stock are fair to either existing Class A holders or prospective buyers of Class A shares, as these restrictions regarding transferability could serve to impair the value of those shares.  Class A shares that have less restrictive sale, transfer or disposal provisions would inherently have more value.  Removing transferability restrictions would allow outside investors, including institutional investors, to accumulate shares in the Class A Common Stock.


In addition, we do not believe the current restrictions serve any apparent corporate purpose or benefit to shareholders.


We urge all stockholders to vote FOR this proposal.




This Forum project is open to all shareholders of Dover Motorsports, Inc. (NYSE: DVD), or its affiliate, Dover Downs Gaming & Entertainment, Inc. (NYSE: DDE), and to any fiduciaries or professionals concerned with their investment decisions. Participation is free of charge, according to the Forum's standard Conditions of Participation.

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