SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(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.______)
Dover Motorsports, Inc.
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
2601747
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(CUSIP Number)
Peter Kenner
c/o Tivoli Partners, L.P.
42 East 81st Street
New York, New York 10028
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 11, 2002
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(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.
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(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
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter Kenner
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC, AF, PF
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
7. SOLE VOTING POWER
802,347
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
802,347
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
802,347
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.05%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 260174107
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Item 1. Security and Issuer.
The title of the class of equity securities to which this statement relates is:
Common Stock, $.10 par value, in Dover Motorsports, Inc. (the "Issuer").
The name and address of the principal executive and business office of the
Issuer is:
Dover Motorsports, Inc.
1131 North DuPont Highway
Dover, Delaware 19901
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Item 2. Identity and Background.
(a-c) This statement is being filed on behalf of the Reporting Person,
Peter Kenner, the sole owner of Peter Kenner, L.L.C., a New York limited
liability company that serves as the general partner of Tivoli Partners, L.P., a
Delaware limited partnership ("Tivoli").
The business address of the Reporting Person is c/o Tivoli Partners, L.P.,
42 East 81st Street, New York, NY 10028.
(d-e) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). The Reporting Person has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in 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 violations with respect to such laws.
(f) Mr. Kenner is a citizen of the United States of America.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, the Reporting Person may be deemed to beneficially
own 802,347 shares of Common Stock (the "Shares").
511,647 Shares were purchased in open market transactions by the Reporting
Person or Tivoli in the aggregate for $2,913,512. 290,700 Shares were purchased
pursuant to a Purchase Agreement between Tivoli and the Issuer in the aggregate
for $1,250,000.
The funds for the purchase of the Shares held by the Reporting Person have
come from his personal funds. The funds for the purchase of the Shares deemed to
be beneficially owned by Mr. Kenner through his affiliation with Tivoli have
come from Tivoli's working capital.
No funds were borrowed to purchase any of the Shares, other than with the
use of margin account borrowing.
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Item 4. Purpose of Transaction.
The Shares were required solely for investment purposes.
The Reporting Person does not have any present plans or proposals that relate
to, or would result in, any of the actions enumerated in Item 4 of Schedule 13D.
However, the Reporting Person reserves the right to discuss company business
with management, make proposals to management and/or to take other actions to
influence management of the Issuer as he deems appropriate.
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Item 5. Interest in Securities of the Issuer.
As of the date hereof, Mr. Kenner may be deemed to be the beneficial owner
of 802,347 Shares, constituting 5.05% of the Shares of the Issuer, based upon
the 15,901,752 Shares outstanding as of the date of this filing, according to
the Issuer's Form 10-Q filed for the quarter ended September 30, 2002.
Mr. Kenner has the sole power to vote or direct the vote of 802,347 Shares;
has the shared power to vote or direct the vote of 0 Shares; has sole power to
dispose or direct the disposition of 802,347; and has shared power to dispose or
direct the disposition of 0 Shares.
Mr. Kenner disclaims beneficial ownership in the Shares reported herein
except to the extent of his pecuniary interest therein.
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. Kenner on
behalf of himself and Tivoli are set forth in Schedule A.
The Reporting Person does not have any present plans or proposals that
relate to, or would result in, any of the actions enumerated in Item 4 of
Schedule 13D. However, the Reporting Person reserves the right to discuss
company business with management, make proposals to management and/or to take
other actions to influence management of the Issuer as he deems appropriate.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
N/A
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Item 7. Material to be Filed as Exhibits.
1. A description of the transactions in the Shares that were effected by the
Reporting Person during the 60 days prior to December 11, 2002 is filed herewith
as Exhibit A.
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SIGNATURE
/s/ Peter Kenner*
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December 16, 2002 Peter Kenner
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.
* The Reporting Person disclaims beneficial ownership of the Shares reported
herein except to the extent of his pecuniary interest therein.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
Transactions in Shares that may be deemed to be beneficially owned
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by Peter Kenner
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Date Price Per Share($) Number of Shares
10/15/02 3.95 3,000
11/29/02 3.79 4,700
Transactions in Shares that are beneficially owned by Peter Kenner
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Date Price Per Share($) Number of Shares
10/31/02 3.81 2,000
12/5/02 3.70 13,000
12/6/02 3.94 35,000
12/9/02 4.02 4,000
12/11/02 4.16 10,000
10/17/02 4.10 310
01455.0001 #371227