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. 2
Dover Downs Gaming & Entertainment, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.10 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
260095104
--------------------------------------------------------------------------------
(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)
October 6, 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. 260095104
---------
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
738,052
8 SHARED VOTING POWER
- 0 -
9 SOLE DISPOSITIVE POWER
738,052
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
738,052
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.98%
14 TYPE OF REPORTING PERSON*
IN
CUSIP No. 260095104
---------
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
650,545
9 SOLE DISPOSITIVE POWER
- 0 -
10 SHARED DISPOSITIVE POWER
650,545
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
650,545
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.39%
14 TYPE OF REPORTING PERSON*
CO
CUSIP No. 260095104
---------
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
650,545
9 SOLE DISPOSITIVE POWER
- 0 -
10 SHARED DISPOSITIVE POWER
650,545
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
650,545
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.39%
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 260095104
---------
--------------------------------------------------------------------------------
Item 1. Security and Issuer.
The name of the issuer is Dover Downs Gaming & Entertainment, 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 738,052
Shares, and MP and CCM may be deemed to beneficially own 650,545 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: 400 Shares;
Mario Cibelli C/F G. Cibelli UTMA: 400 Shares; Mario Cibelli C/F L. Cibelli
UTMA: 300 Shares; Mario Cibelli C/F C. Cibelli UTMA: 200 Shares; Mario Cibelli
Simple IRA: 1,000 Shares; Mario Cibelli IRA: 1,000 Shares. The total cost for
the Shares held by Mr. Cibelli is $29,127.58.
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.
(a-j) The Shares held by the Reporting Persons were acquired for, and are being
held for, investment purposes on the Clients' and the Reporting Persons' behalf.
The acquisitions of the Shares were made in the ordinary course of the Reporting
Persons' business or investment activities, as the case may be.
The Reporting Persons intend to review their investments in the Issuer on a
continuing basis and may engage in 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.
Although they have no concrete plans to do so, the Reporting Persons may also
engage in and may plan for their engagement in any of the items discussed in
clauses (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
738,052 Shares, constituting 4.98% of the Shares of the Issuer, and MP and CCM
may be deemed to be the beneficial owner of 650,545 Shares, constituting 4.39%
of the Shares of the Issuer, in each case based upon the 14,809,544 Common
Shares outstanding as of July 31, 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 738,052 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 650,545 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 738,052 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 October 6, 2008 is filed herewith
as Exhibit 99.1. A joint filing agreement is filed as Exhibit 99.2.
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.
October 9, 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).
SK 03366 0001 926457
Exhibit 99.1
Transactions in the Shares
Date of Number of Shares Price Per
Transaction Purchased/(SOLD) Share
----------- --------------- -----
09/18/08 (250) 7.8301
09/18/08 (200) 7.8301
09/18/08 (7,050) 7.8301
09/19/08 (300) 8.7536
09/19/08 (5,000) 8.7536
09/30/08 (1,000) 7.8247
09/30/08 (500) 7.8247
09/30/08 (21,600) 7.8247
10/06/08 (2,000) 7.5003
10/06/08 (1,700) 7.5003
10/06/08 (63,300) 7.5003
Exhibit 99.2
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 Downs Gaming &
Entertainment, 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
9th day of October 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