SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 12, 2002
Dover Motorsports, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number 1-11929
Delaware 51-0357525
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
1131 N. DuPont Highway
Dover, Delaware 19901
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (302) 674-4600
(Former name or former address, if changed since last report)
Item 5. Other Events.
FOR IMMEDIATE RELEASE For further information, call
Patrick J. Bagley
Vice President-Finance
Dover, Delaware, August 12, 2002 (302) 857-3745
DOVER MOTORSPORTS, INC.
ISSUES STOCK TO PAY DOWN DEBT
Dover Motorsports, Inc. (NYSE: Symbol - DVD) announced today that certain
existing shareholders of Dover Motorsports, Inc. (the "Company"), including two
of its directors, acquired from the Company 1,162,800 shares of its common stock
for an aggregate purchase price of $5,000,040.
The Company noted that the offering was consistent with the recently completed
spin-off of its gaming operations. The full amount of the proceeds will be
utilized to reduce outstanding debt and the offering will not be dilutive to
earnings per share. In addition, the consummation of this offering allows the
Company to reduce its interest expense and will assist in meeting debt
compliance covenants.
The shares of common stock were sold in a private offering. Each of the
purchasers represented that the shares were being acquired for investment
purposes and not with a view towards public distribution. The purchase
agreements, which were tendered to the Company prior to the opening of the
market this morning, required that the price per share be the higher of the
closing price of the common stock on the New York Stock Exchange on the
immediately preceding trading day or a ten-day average of the closing price of
the common stock on the New York Stock Exchange on such date. The purchase price
per share was $4.30, which was last Friday's closing price. Since the ten-day
average was $4.23, the higher price of $4.30 was used.
The sale was made without any discount to market for the purchasers, no
registration rights were granted to the purchasers, and no other special terms
were provided to the purchasers. The offering was unanimously approved by the
full board of directors of the Company based on the recommendations of an
independent committee of the Board.
Raymond James & Associates, Inc. acted as financial advisor to the Company and
rendered a fairness opinion.
This release contains or may contain forward-looking statements based on
management's beliefs and assumptions. Such statements are subject to various
risks and uncertainties which could cause results to vary materially. Please
refer to each company's SEC filings for a discussion of such factors.
Dover Motorsports, Inc. is a leading promoter of motorsports events in the
United States. Its motorsports subsidiaries operate seven motorsports tracks
(four permanent facilities and three temporary circuits) in six states and
promote motorsports events under the auspices of four of the premier sanctioning
bodies in motorsports - NASCAR, CART, IRL and NHRA. The Company owns and
operates Dover International Speedway in Dover, DE; the new Nashville
Superspeedway near Nashville, TN; Gateway International Raceway near St. Louis,
MO and Memphis Motorsports Park near Memphis, TN. It also organizes and promotes
the Toyota Grand Prix of Long Beach in California, the Grand Prix of Denver in
Colorado and the Grand Prix of St. Petersburg in Florida.
Item 7. Financial Statements and Exhibits.
Exhibit 99.1 Form of Purchase Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dover Motorsports, Inc.
/s/ Patrick J. Bagley
---------------------------------------
Patrick J. Bagley
Vice President - Finance and Chief
Financial Officer
Dated: August 12, 2002
EXHIBIT INDEX
Exhibit
Number Description
99.1 Form of Purchase Agreement