As filed with the Securities and Exchange Commission on September 22, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Schedule 13E-3
(Amendment No. 4)
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
DELAWARE OTSEGO CORPORATION
(Name of Issuer)
DOCP ACQUISITION LLC
CSX CORPORATION
NORFOLK SOUTHERN CORPORATION
WALTER G. RICH
(Name of Persons Filing Statement)
Common Stock, par value $0.125 per share
(Title of Class of Securities)
246244 10 7
(CUSIP Number of Class of Securities)
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Peter J. Schudtz
General Counsel
CSX Corporation
One James Center
901 East Cary Street
Richmond, Virginia 23219-4031
Telephone: (804) 782-1400
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Persons Filing Statement)
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Copies to:
<TABLE>
<S> <C> <C> <C>
Pamela S. Seymon Ronald B. Risdon J. Gary Lane Eric J. Friedman
Wachtell, Lipton, Kelley Drye & General Counsel Skadden,Arps,Slate,
Rosen & Katz Warren LLP Corporate Meagher & Flom LLP
51 West 52nd Street 101 Park Avenue Norfolk 919 Third Avenue
New York, New York New York, New Southern New York, New York
10019 York 10178 Corporation 10022
Telephone: (212) Telephone: (212) Three Telephone: (212)735-
403-1000 808-7800 Commercial 3000
Place
Norfolk,
Virginia 23510-
9241
Telephone:
(757) 629-2600
</TABLE>
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August 22, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
THIS STATEMENT IS FILED IN CONNECTION WITH A TENDER OFFER
This Amendment No. 4 to the Transaction Statement on
Schedule 13E-3 filed jointly by DOCP Acquisition LLC, a New York
limited liability company ("Purchaser"), CSX Corporation, a
Virginia corporation ("CSX"), Norfolk Southern Corporation, a
Virginia corporation ("NSC") and Walter G. Rich (with any
amendments, supplements, exhibits or schedules thereto, this
"Schedule 13E-3"), relates to the offer by Purchaser to purchase
all outstanding shares of common stock, par value $0.125 per
share (the "Shares") of Delaware Otsego Corporation, a New York
corporation (the "Company"), at a price of $22.00 per Share, net
to the seller in cash, upon the terms and subject to the
conditions set forth in Purchaser's Offer to Purchase dated
August 22, 1997 (the "Offer to Purchase") and in the related
Letter of Transmittal. This Amendment amends and supplements the
amended Transaction Statement on Schedule 13E-3 filed prior
hereto. Unless otherwise indicated all capitalized terms used
herein shall have the same meanings as set forth in the Offer to
Purchase.
ITEM 16. ADDITIONAL INFORMATION
Item 16 of the Statement is hereby amended by the
addition of the following:
On September 22, 1997 the Company announced that
Purchaser had extended the Expiration Date of the Offer
until 5:00 p.m., New York City time, on Tuesday,
September 23, 1997, unless further extended. Prior to
such extension the Offer was scheduled to expire at
12:00 midnight, New York City time, on September 19,
1997. A copy of the Company's press release has been
filed with the Commission as an exhibit hereto and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 of the Statement is hereby amended by the
addition of the following:
(d)(9) Press Release issued by the Company on September 22,
1997.
SIGNATURES
After due inquiry, and to the best of my knowledge, I
certify that the information set forth in this statement is true,
complete and correct.
September 22, 1997 DOCP ACQUISITION LLC
By: /s/ MARK G. ARON
Name: Mark G. Aron
Title: Authorized Person
By: /s/ JAMES C. BISHOP, JR.
Name: James C. Bishop, Jr.
Title: Authorized Person
CSX CORPORATION
By: /s/ MARK G. ARON
Name: Mark G. Aron
Title: Executive Vice President
NORFOLK SOUTHERN CORPORATION
By: /s/ JAMES C. BISHOP, JR.
Name: James C. Bishop, Jr.
Title: Executive Vice President-Law
/s/ WALTER G. RICH
WALTER G. RICH
EXHIBIT INDEX
(d)(9) Press Release issued by the Company on September 22,
1997.
Exhibit (a)(9)
NEWS RELEASE
CONTACT:
Daniel Burch
MacKenzie Partners, Inc.
(212) 929-5748
FOR IMMEDIATE RELEASE:
DOCP ACQUISITION LLC EXTENDS OFFER FOR SHARES
OF DELAWARE OTSEGO CORPORATION
COOPERSTWON, NEW YORK, September 22, 1997 -- Delaware Otsego
Corporation (NASDAQ: DOCP) announced that DOCP Acquisition LLC,
which has made a cash tender offer for the outstanding common
shares of DOCP, has extended the expiration date of such tender
offer to 5:00 p.m., New York City time, on Tuesday, September
23, 1997.
According to Citibank, N.A., which is acting as depositary for
the tender offer, approximately 1,738,945 DOCP common shares
had been tendered and not withdrawn pursuant to the tender
offer (including 50,369 shares tendered by notice of guaranteed
delivery) as of midnight on September 19th.
Delaware Otsego Corporation, a New York corporation, is a
railroad holding company, with headquarters in Cooperstown, New
York.
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