This Amendment No. 3 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as Amended by Amendment No. 1, filed on December 1, 2021 and Amendment No. 2, filed on December 13, 2021 and as may be further amended or supplemented from time to time, the “Schedule
14D-9”) previously filed by Dover Motorsports, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on November 23, 2021, relating to the tender offer
on Tender Offer Statement on Schedule TO filed on November 23, 2021 (as amended and supplemented by Amendment No. 1 filed on December 1, 2021, Amendment No. 2 filed on December 13, 2021, Amendment No. 3 on
December 14, 2021 and Amendment No. 4 filed on December 22, 2021) (the “Schedule TO”) by Speedco II, Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Speedway Motorsports, LLC
(“Speedway”), a Delaware limited liability company and an indirect wholly owned subsidiary of Sonic Financial Corporation (“SFC”), a North Carolina corporation for any and all of the outstanding shares of (i) common stock,
par value $0.10 per share (“Common Stock”), and (ii) class A common stock, par value $0.10 per share (“Class A Stock”, and together with the Common Stock, the “Shares”) of the Company, at a price of $3.61 per
Share, without interest, net to the seller in cash, and subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 23, 2021 (the “Offer to Purchase”), a
copy of which is attached to the Schedule TO as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”, a copy of which is attached to the Schedule TO as Exhibit (a)(1)(B), and which, together with the
Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, constitutes the “Offer”).
Except as
otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment No. 3. This Amendment
No. 3 is being filed to reflect certain updates as set forth below.
Item 8. Other Information.
By adding under a new section titled “(h) Expiration of the Offering Period” before the heading “Forward-Looking Statements” on page 31
of the Schedule 14D-9, the following paragraphs:
The Offer and withdrawal rights expired as scheduled one
minute following 11:59 p.m. (12:00 midnight) New York City time, on Tuesday, December 21, 2021. Purchaser was advised by the American Stock Transfer & Trust Company, LLC, which is the depositary and paying agent for the Offer (the
“Depositary”) that as of the Expiration Time, a total of 32,932,500 Shares, including 18,466,739 Class A Common shares (but excluding Shares with respect to which Notices of Guaranteed Delivery were received by the Depositary, but
which Shares such Notices of Guaranteed Delivery represent were not yet delivered to the Depositary) have been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 90.5% of the outstanding Shares as of the
Expiration Time. In addition, Notices of Guaranteed Delivery have been delivered with respect to 297,952 Shares, representing approximately 0.8% of the outstanding Shares. The number of Shares validly tendered and not properly withdrawn pursuant to
the Offer satisfies the Minimum Condition. All conditions to the Offer having been satisfied or waived, Purchaser has accepted for payment and will promptly pay for all such Shares in accordance with the Offer.
As a result of its acceptance of the Shares tendered in the Offer, Purchaser acquired a sufficient number of Shares to complete the Merger without a vote of
the Dover stockholders pursuant to Section 251(h) of the DGCL. Accordingly, the Company expects to consummate the Merger on Wednesday, December 22, 2021 pursuant to Section 251(h) of the DGCL. Pursuant to the Merger Agreement, in the
Merger, each Share that is issued and outstanding immediately prior to the Effective Time (other than Shares (i) owned by Dover as treasury stock, (ii) owned by Purchaser or irrevocably accepted for purchase by Purchaser in