UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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 Sections 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).

 

 

 

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Item 1.

Security and Issuer

 

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 its 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 executive office of the Company is located at 1131 N. DuPont Highway, Dover, Delaware 19901.

Item 2.	Identity and Background

 

(a)	Henry B. Tippie (“Mr. Tippie”).
(b)	Mr. Tippie’s business address is 3420 Executive Center Drive, N.W., Suite 163, Austin, TX  78731.
(c)	Mr. Tippie is Chairman of the Board and of the Executive Committee of the Company, Chairman of the Board and Chief Executive Officer of Tippie Services, Inc., 3420 Executive Center Drive, N.W., Suite 163, Austin, TX  78731, and a Director of various other public and private companies.
(d)	During the last five years, Mr. Tippie has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, Mr. Tippie has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction in which, as a result of such proceeding, he 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)	Mr. Tippie is a citizen of the United States of America.

 

Item 3.	Source and Amount of Funds or Other Consideration
	Not applicable.
Item 4.	Purpose of Transaction

 

Mr. Tippie is the executor of the Estate of John W. Rollins, Sr. (the “Estate”).  The Estate and Mr. Tippie previously filed a joint Schedule 13D and various amendments thereto (the “Estate filings”).  The Estate has transferred all of its equity securities held in the Company to the RMT Trust, a trust formed under the Last Will and Testament of John W. Rollins, Sr. (the “Trust”).  Accordingly, the Estate has no further reporting obligations under Rule 13d.  Mr. Tippie is one of three trustees of the Trust and has sole voting and sole dispositive power over any equity securities of the Company held by the Trust (the “Trust Stock”) pursuant to a Stockholders Agreement and Irrevocable Proxy entered into January 31, 2008 (the “Agreement”) among the three trustees of the Trust.  A copy of the Agreement is attached as Exhibit A to this Schedule 13D.  The Agreement has an initial one (1) year term and renews annually for successive one (1) year terms unless terminated earlier as provided therein.  The Agreement automatically terminates in the event that Mr. Tippie ceases to be Chairman of the Board of Directors of the Company or ceases to control more than 50% of the voting power in the Company.  Under the Agreement, Mr. Tippie agrees to vote Trust Stock in the same manner in which he votes shares of stock that he owns in his individual capacity and also affords certain take along rights to the Trust whereby Mr. Tippie will not sell shares of stock that he owns in his individual capacity unless, subject to certain enumerated exceptions, the Trust is afforded a reasonable opportunity to sell Trust Stock on comparable terms.

 

This filing relates to Common Stock and Class A Common Stock beneficially owned by Mr. Tippie and also to shares of such stock held by the Trust.

 

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As previously reported in the Estate filings, on December 16, 2005, Mr. Tippie and R. Randall Rollins (“Mr. Rollins”), one of the Company’s directors, entered into a Second Amended and Restated Stockholders Voting Agreement and Irrevocable Proxy (“Amended Agreement”) pursuant to which Mr. Rollins granted to Mr. Tippie the right to vote 871,000 shares of Class A Common Stock owned by Mr. Rollins (which amount has subsequently been increased to 1,306,500 shares following a 3 for 2 stock split).  Mr. Rollins is also the beneficial owner of additional shares of Class A Common Stock which are not subject to the Amended Agreement.  The Company is not a party to the Amended Agreement.

 

The Company is a “controlled corporation,” as defined by New York Stock Exchange Rule 303A, because Mr. Tippie controls in excess of fifty percent of Company’s voting power.  Mr. Tippie’s voting control emanates from his personal holdings of Common Stock and Class A Common Stock, from his status as trustee of the Trust, and from the shares as to which he has voting rights pursuant to the Amended Agreement.

 

Under the terms of the Amended Agreement, Mr. Rollins and Mr. Tippie agree to consult with each other relative to matters involving the voting of shares of the Company’s stock yet each stockholder reserves the right to vote shares beneficially owned by him in any manner he sees fit in his sole discretion, except that Mr. Rollins grants to Mr. Tippie the right to vote 1,306,500 shares of Class A Common Stock owned by Mr. Rollins.  The Amended Agreement has an initial one (1) year term and continues for nine (9) successive one (1) year terms unless Mr. Rollins terminates the Amended Agreement prior to its anniversary date.  The Amended Agreement automatically terminates in the event that Mr. Tippie ceases to control more than 50% of the voting power in the Company or in the event of the death or incapacity of Mr. Tippie.  The Amended Agreement shall not in any way restrict Mr. Rollins’ right to sell, gift or otherwise dispose of the 1,306,500 shares of Class A Common Stock and shall cease to have any force and effect with respect to any such shares which may be sold, gifted or otherwise disposed of.  In the event that all of the 1,306,500 shares of Class A Common Stock are sold, gifted or otherwise disposed of, the Amended Agreement automatically terminates.  Mr. Tippie is also free at any time to cede voting control back to Mr. Rollins by providing written notice of such intention, in which event the Amended Agreement automatically terminates.  The Amended Agreement is attached hereto as Exhibit B.

 

Item 5.	Interest in Securities of the Issuer
(a)	5,100,000 Shares of Class A Common Stock held by the Trust      18,800 Shares of Common Stock held by the Trust 3,000,000 Shares of Class A Common Stock held by Mr. Tippie individually    150,000 Shares of Class A Common Stock held by Mr. Tippie’s spouse    157,500 Shares of Common Stock held by Mr. Tippie’s spouse 1,306,500 Shares of Class A Common Stock held by R. Randall Rollins 9,732,800 Total Shares of Class A Common Stock and Common Stock beneficially owned.
	This represents 39.9% of the Company’s outstanding Common Stock (calculated for these purposes under Rule 13d by assuming the conversion of all Class A Common Stock beneficially owned by the Reporting Person into shares of Common Stock).

 

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	Mr. Tippie does not have any pecuniary interest in the Trust Stock and disclaims any beneficial interest in shares held by his spouse.  With respect to the shares of Class A Common Stock held by R. Randall Rollins, Mr. Tippie has voting control only but not the power to dispose of the shares and no pecuniary interest in the shares.
(b)	Please refer to Items 7 through 10 on the cover page hereof and Item 5(a) above.
(c)	None.
(d)	The Trust is to pay to Michele M. Rollins all of its net income.  Accordingly Mrs. Rollins has the right to dividends from the securities held by the Trust.  Mrs. Rollins also has the right to convert any non-income producing property held by the Trust to income producing property.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

None, except as disclosed in Item 4 above.

Item 7.	Material to Be Filed as Exhibits
The following is attached to this filing:
Exhibit A:		Stockholders Voting Agreement and Irrevocable Proxy entered into January 31, 2008 between Henry B. Tippie, R. Randall Rollins and Michele M. Rollins.
Exhibit B:		Second Amended and Restated Stockholders Voting Agreement and Irrevocable Proxy entered into December 26, 2005 between Henry B. Tippie and R. Randall Rollins.

 

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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.

 

	February 1, 2008
	Date
	/s/  Henry B. Tippie
	Signature
	Henry B. Tippie
	Name/Title

 

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

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EXHIBIT A TO SCHEDULE 13D

 

STOCKHOLDERS AGREEMENT

AND IRREVOCABLE PROXY

 

This Stockholders Agreement and Irrevocable Proxy (the “Agreement”) by and between R. Randall Rollins (“RRRollins”) and Michele M. Rollins (“MMRollins”) (RRRollins and MMRollins being collectively referred to herein as “Rollins”) and Henry B. Tippie (“Tippie”) (Rollins and Tippie being collectively referred to as the “Stockholders”).

 

WHEREAS, the Stockholders own shares of Common Stock, $.10 par value and/or Class A Common Stock, $.10 par value (such Common Stock, Class A Common Stock and shares of Common Stock which may be acquired upon the conversion of Class A Common Stock being collectively referred to herein as the “Stock”), of Dover Downs Gaming & Entertainment, Inc. (the “Company”); and

 

WHEREAS, the Stockholders are trustees of the RMT Trust, a residual marital trust created under the last will and testament of John W. Rollins (the “Trust”); and

 

WHEREAS, shares of the Stock have been deposited into the Trust or will be deposited into the Trust at some future point (the “Trust Stock”); and

 

WHEREAS, the Stockholders desire to enter into an agreement to be specifically enforceable among them pursuant to which they agree to grant voting and investment power over the Trust Stock to Tippie; and

 

WHEREAS, the Stockholders believe that entering into this Agreement is both in the best interests of the Company and in the best interests of the Trust; and

 

WHEREAS, Rollins desire to ensure that Tippie remains Chairman of the Company; and

 

WHEREAS, Tippie presently has control of in excess of 50% of the voting power in the Company and the Stockholders desire to see that control continue; and

 

WHEREAS, the Stockholders believe that the concentration of control in the Company that flows from this Agreement promotes stability in the Company; and

 

WHEREAS, while the Stockholders are not aware of any present efforts to acquire the Company either through negotiated or hostile means, they believe that the concentration of control in the Company that flows from this Agreement would not inhibit legitimate takeover attempts of the Company and could, in fact, lead to more favorable terms under certain circumstances involving the negotiated acquisition of the Company;

 

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NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Stockholders hereby agree as follows:

 

1.             Consultations.   The Stockholders may chose to consult with each other relative to matters involving the voting or disposition of the Stock. In no event shall any matter discussed during such consultations rise to the level of an enforceable agreement (unless separately reduced to writing) or give a Stockholder the right to make a claim for damages or specific performance based on reliance.  The Stockholders agree to maintain the confidentiality of their discussions, except to the extent that disclosure is required by law or legal process.

 

2.             Agreement to Vote.   Tippie agrees to vote the Trust Stock in the same manner in which he votes shares of Stock owned by him in his individual capacity.

 

3.             Take Along Rights.   Tippie agrees not to sell Stock which he owns in his individual capacity unless the Trust is afforded a reasonable opportunity to sell Trust Stock on comparable terms. The foregoing prohibition shall not apply to (i) any sale of Stock made by Tippie in a normal brokerage transaction effected on a national securities exchange, (ii) any sale of Stock made by Tippie in an amount not in excess of 15% of his holdings measured at the beginning of any calendar year, or (iii) any gift of Stock by Tippie.

 

4.             Voting and Investment Control.   Rollins hereby grant to Tippie full voting and investment power over the Trust Stock, subject only to such limitations as are set forth herein and in the documents which govern the Trust, as such documents may be amended from time to time, it being the intent of the parties that Tippie, acting alone, shall have the same authority relative to matters involving the voting or disposition of Trust Stock as the Stockholders would have had acting together in the absence of this Agreement.  Tippie agrees to provide no less than thirty (30) days written notice to Rollins prior to any sale or other disposition of five percent (5%) or more of the Trust Stock, provided that Rollins may waive this requirement.

 

5.             Term.   The term of this Agreement shall be for an initial one (1) year period beginning on the date hereof and shall renew annually for successive one (1) year terms unless terminated earlier as provided herein.  Either RRRollins or MMRollins may terminate this Agreement, effective on any annual anniversary date hereof, on written notice provided to Tippie no less than ninety (90) days prior to such annual anniversary date.  RRRollins and MMRollins, acting jointly, may also terminate this Agreement on written notice provided to Tippie no less than twenty-five (25) days prior to the date of termination.  This Agreement shall automatically terminate in the event that Tippie ceases to be Chairman of the Board of Directors of the Company or ceases to control more than 50% of the voting power in the Company (measured by voting control in the outstanding shares of the Company’s Common Stock and Class A Common Stock on a combined basis and including the Trust Stock), in the event of the death or incapacity of Tippie or on the tenth anniversary hereof.  Tippie shall be free to terminate this Agreement by providing no less than twenty-five (25) days prior written notice of such intention to Rollins, in which event this Agreement shall automatically terminate on the date set forth in such notice.

 

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6.             Irrevocable Proxy.   In order to insure the voting of the Trust Stock in accordance with this Agreement, Rollins agrees to execute an irrevocable proxy simultaneously with the execution hereof, in the form of Exhibit A attached hereto, granting to Tippie the right to vote or dispose of the Trust Stock in accordance with this Agreement.  In addition, all Trust Stock will be issued as follows:  “RMT Trust, Henry B. Tippie, Trustee.”

 

7.             Changes in Common Stock.   In the event that subsequent to the date of this Agreement any shares or other securities (other than any shares or securities of another corporation issued to the Company’s stockholders pursuant to a plan of merger) are issued on, or in exchange for, any of the shares of the Trust Stock by reason of any stock dividend, stock split, consolidation of shares, reclassification, or consolidation involving the Company, such shares or securities shall be deemed to be Trust Stock for purposes of this Agreement.

 

8.             Representations of Rollins.   Rollins hereby represents and warrants to Tippie that Rollins has full power and authority to enter into this Agreement and has not, prior to the date of this Agreement, executed or delivered any proxy or entered into any other agreement relative to voting or investment control over the Trust Stock or any similar arrangement other than one which has expired or terminated prior to the date thereof.

 

9.             Enforceability; Validity.   Each Stockholder expressly agrees that this Agreement shall be specifically enforceable in any court of competent jurisdiction in accordance with its terms against the other parties hereto.

 

10.           Further Assurances.   The parties agree to cooperate in executing such additional documents, instruments or filings and taking such other further actions as may be necessary or desirable to effect the intent of this Agreement.  Upon termination of this Agreement, the Trust Stock will be reissued as required by the Trust and the transfer agent of the Company may rely on instructions relative to such reissuance from an executive officer of the Company or a majority of the trustees under the Trust.

 

11.           General Provisions.

 

(a)           This Agreement sets forth the entire agreement of the parties relative to the subject matter hereof and may only be modified in writing.

 

(b)           This Agreement, and the rights of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Delaware.

 

(c)           This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together shall constitute one and the same instrument.

 

(d)           If any provision of this Agreement shall be declared void or unenforceable by any court or administrative board of competent jurisdiction, such provision shall be deemed to have been severed from the remainder of this Agreement and this Agreement shall continue in all respects to be valid and enforceable.

 

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(e)           No waivers of any breach of this Agreement extended by any party hereto to any other party shall be construed as a waiver of any rights or remedies with respect to any subsequent breach.

 

IN WITNESS WHEREOF, the Stockholders have executed this Agreement as of this 31st day of January, 2008.

 

 

/s/  Henry B. Tippie
Henry B. Tippie
/s/  Michele Rollins
Michele Rollins
/s/  R. Randall Rollins
R. Randall Rollins

 

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EXHIBIT A TO

STOCKHOLDERS VOTING AGREEMENT

 

IRREVOCABLE PROXY

 

The undersigned agrees to, and hereby grants to Henry B. Tippie (“Tippie”) an irrevocable proxy pursuant to the provisions of Section 212 of the Delaware General Corporation Law to vote, sell or otherwise dispose of, or to execute and deliver written consents or otherwise act with respect to any and all shares of common stock or class A common stock of Dover Downs Gaming & Entertainment, Inc. (the “Corporation”) or shares of common stock of the Corporation which may be acquired upon conversion of class A common stock, in each case whether certificated or not, that have been deposited into the RMT Trust, a residual marital trust created under the last will and testament of John W. Rollins (the “Trust”) or will be deposited into the Trust at some future point (the “Trust Stock”) to the same extent and with the same effect as the undersigned might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation as provided in that certain Stockholders Agreement, dated of even date herewith, among the undersigned and Tippie.  The undersigned hereby affirm that this proxy is given as a condition of said agreement and as such is coupled with an interest and is irrevocable.  This proxy shall be binding upon the successors, assigns, heirs, executors, administrators and other legal representatives, as the case may be, of the undersigned.  It is further understood by the undersigned that this proxy may be exercised by Tippie until it is terminated in accordance with the provisions of said agreement.

 

Dated this 31st day of January 2008.

 

 

	/s/ R. Randall Rollins
	R. Randall Rollins
	/s/ Michele M. Rollins
	Michele M. Rollins

 

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EXHIBIT B TO SCHEDULE 13D

 

SECOND AMENDED AND RESTATED

STOCKHOLDERS VOTING AGREEMENT

AND IRREVOCABLE PROXY

 

This Second Amended and Restated Stockholders Voting Agreement and Irrevocable Proxy (the “Agreement”) amends and restates that certain Agreement made the 8th day of June 2005 (the “Amended and Restated Agreement”) by and between R. Randall Rollins (“Rollins”) and Henry B. Tippie (“Tippie”) (Rollins and Tippie being collectively referred to as the “Stockholders”).

 

WHEREAS, the Stockholders own shares of Class A Common Stock (the “Stock”) of Dover Downs Gaming & Entertainment, Inc. (the “Company”); and

 

WHEREAS, the Stockholders desire to enter into an agreement to be specifically enforceable against each of them pursuant to which they agree to consult with each other relative to matters involving the voting of the Stock and Rollins agrees to grant voting control over certain shares of his Stock to Tippie; and

 

WHEREAS, the Amended and Restated Agreement referred to a Voting Block (as defined in Section 2 below) of 621,000 shares of Stock and this Agreement intends to increase this amount by 250,000 shares to a total of 871,000 shares of Stock.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Stockholders hereby agree as follows:

 

1.             Agreement to Consult.   The Stockholders agree to consult with each other relative to matters involving the voting of the Stock.  Notwithstanding this agreement to consult, which the Stockholders agree to honor in good faith, each Stockholder shall reserve the right to vote his shares of Stock in any manner he sees fit in his sole discretion (except as expressly provided for in Section 2) and without regard to what may or may not have been discussed during such consultations.  In no event shall any matter discussed during such consultations rise to the level of an enforceable agreement (unless separately reduced to writing) or give either Stockholder the right to make a claim for damages or specific performance based on reliance.  The Stockholders agree to maintain the confidentiality of their discussions, except to the extent that disclosure is required by law or legal process.

 

2.             Agreement to Vote.   Rollins hereby grants to Tippie the right to vote 871,000 shares of Stock owned by him (the “Voting Block”).  Tippie agrees to vote the Voting Block in the same manner in which he votes shares of Stock owned by him.

 

3.             Term.   The term of this Agreement shall be for an initial one (1) year period beginning on the date hereof and shall continue for nine (9) successive one (1) year terms unless Rollins terminates this agreement on written notice provided to Tippie prior to the annual

 

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anniversary date hereof.  This Agreement shall automatically terminate in the event that Tippie ceases to control more than 50% of the voting power in the Company (measured by voting control in the outstanding shares of the Company’s Common Stock and Class A Common Stock on a combined basis and including the Voting Block) or in the event of the death or incapacity of Tippie.  This Agreement shall not in any way restrict Rollins’ right to sell, gift or otherwise dispose of the Voting Block and shall cease to have any force and effect with respect to any shares of Stock in the Voting Block which may be sold, gifted or otherwise disposed of.  In the event that all of the shares of Stock in the Voting Block are sold, gifted or otherwise disposed of, this Agreement shall automatically terminate.  Tippie shall be free at any time to cede voting control back to Rollins by providing written notice of such intention, in which event this Agreement shall automatically terminate.

 

4.             Irrevocable Proxy.   In order to insure the voting of the Voting Block in accordance with this Agreement, Rollins agrees to execute an irrevocable proxy simultaneously with the execution hereof, in the form of Exhibit A attached hereto, granting to Tippie the right to vote the Voting Block in accordance with this Agreement.

 

5.             Changes in Common Stock.   In the event that subsequent to the date of this Agreement any shares or other securities (other than any shares or securities of another corporation issued to the Company’s stockholders pursuant to a plan of merger) are issued on, or in exchange for, any of the shares of the Voting Block by reason of any stock dividend, stock split, consolidation of shares, reclassification, or consolidation involving the Company, such shares or securities shall be deemed to be Stock for purposes of this Agreement.

 

6.             Representations of Rollins.   Rollins hereby represents and warrants to Tippie that (a) he owns and has the right to vote the Voting Block, and (b) he has full power to enter into this Agreement and has not, prior to the date of this Agreement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement other than one which has expired or terminated prior to the date thereof.

 

7.             Enforceability; Validity.   Each Stockholder expressly agrees that this Agreement shall be specifically enforceable in any court of competent jurisdiction in accordance with its terms against the other party hereto.

 

8.             General Provisions.

 

(a)         This Agreement sets forth the entire agreement of the parties relative to the subject matter hereof and may only be modified in writing.  The Amended and Restated Agreement and Irrevocable Proxy attached thereto are hereby superseded.

 

(b)        This Agreement, and the rights of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Delaware.

 

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(c)         This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together shall constitute one and the same instrument.

 

(d)        If any provision of this Agreement shall be declared void or unenforceable by any court or administrative board of competent jurisdiction, such provision shall be deemed to have been severed from the remainder of this Agreement and this Agreement shall continue in all respects to be valid and enforceable.

 

(e)         No waivers of any breach of this Agreement extended by any party hereto to any other party shall be construed as a waiver of any rights or remedies with respect to any subsequent breach.

 

IN WITNESS WHEREOF, the Stockholders have executed this Agreement as of this 16th day of December, 2005.

 

 

/s/  Henry B. Tippie
Henry B. Tippie
/s/  R. Randall Rollins
R. Randall Rollins

 

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EXHIBIT A TO STOCKHOLDERS AGREEMENT

 

IRREVOCABLE PROXY

 

The undersigned agrees to, and hereby grants to Henry B. Tippie (“Tippie”) an irrevocable proxy pursuant to the provisions of Section 212 of the Delaware General Corporation Law to vote, or to execute and deliver written consents or otherwise act with respect to, 871,000 shares of Class A Common Stock (the “Stock”) of Dover Downs Gaming & Entertainment, Inc. (the “Corporation”) represented by such certificate numbers as shall be designated by the undersigned from time to time to the same extent and with the same effect as the undersigned might or could do under any applicable laws or regulations governing the rights and powers of shareholders of a Delaware corporation as provided in a certain Second Amended and Restated Stockholders Voting Agreement, dated as of December 16, 2005, among the undersigned and Tippie.  The undersigned hereby affirms that this proxy is given as a condition of said voting agreement and as such is coupled with an interest and is irrevocable.  This proxy shall be binding upon the successors, assigns, heirs, executors, administrators and other legal representatives, as the case may be, of the undersigned.  It is further understood by the undersigned that this proxy may be exercised by Tippie until it is terminated in accordance with the provisions of said voting agreement.

 

Dated this 16th day of December 2005.

 

 

	/s/  R. Randall Rollins
	R. Randall Rollins

 

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