SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 23, 2000
Dover Investments Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-8631 94-1712121
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
100 Spear Street, Suite 520, San Francisco, California 94105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 777-0414
Inapplicable
(Former name or former address, if changed since last report)
Exhibit Index located on page 3
Item 5. Other Events
On March 23, 2000, Dover Investments Corporation (the "Company")
issued a press release announcing the vote by its Board of Directors to
take no action with respect to an unsolicited proposal from Leeward
Investments, LLC regarding a possible acquisition of the outstanding
shares of the Company's stock.
Item 7. Financial Statement and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) See attached Exhibit Index.
EXHIBIT INDEX
Number Exhibit Page Number
99.1 Press Release dated March 23, 2000. 5
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 INVESTMENTS CORPORATION
By: /s/ Lawrence Weissberg
Lawrence Weissberg
Chairman of the Board, President
and Chief Executive Officer
Dated: March 23, 2000
FOR IMMEDIATE RELEASE
Contact: Erika Kleczek
Dover Investments Corporation
(415) 777-0414
DOVER INVESTMENTS CORPORATION ANNOUNCES BOARD'S VOTE TO TAKE NO ACTION
WITH RESPECT TO ACQUISITION PROPOSAL
_______________________________
SAN FRANCISCO, CALIFORNIA, March 23, 2000 - Dover Investments
Corporation (the "Company") (OTC Bulletin Board: DOVRA and DOVRB)
announced today that its Board of Directors has voted to take no action
with respect to an unsolicited proposal from Leeward Investments, LLC,
the general partner of Leeward Capital, L.P., a stockholder of the Company,
to enter into discussions with the Company regarding a possible acquisition
of the outstanding shares of the Company's stock. The Board concluded that
any such discussions with Leeward Investments, LLC would be futile
and a waste of corporate resources, since Mr. Lawrence Weissberg, as the
Company's majority stockholder, had informed the Board that he has no
interest in selling his shares of the Company's stock.
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