UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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 |
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1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of
Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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Item 1. |
Security and Issuer |
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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. |
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Item 2. |
Identity and Background |
(a) |
(A) Estate of John W. Rollins, Sr. (the
Estate) |
(b) |
(A) The Estates 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. |
(c) |
(A) Not applicable. |
(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. |
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Item 3. |
Source and Amount of Funds or Other Consideration |
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(A) Not applicable. |
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Item 4. |
Purpose of Transaction |
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On November 10, 2004, the Company commenced a self-tender for up to 10% of the Companys outstanding shares of Common Stock and up to 10% of the Companys 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. |
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Item 5. |
Interest in Securities of the Issuer |
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(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). |
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(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. Tippies wife. |
(b) |
Please refer to Items 7 through 9 on the cover page hereof and Item 5(a) above. |
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(c) |
(A) Please refer to Item 4 above. |
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(d) |
(A) None. |
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(e) |
(A) Not applicable. |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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None. |
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Item 7. |
Material to Be Filed as Exhibits |
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None. |
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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.
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December 17, 2004 |
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Date |
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Estate of John W. Rollins, Sr. |
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Signature |
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Name/Title |
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Signature |
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Name/Title |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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