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 14D-1
(Amendment No. 4)
Tender Offer Statement pursuant to Section 14(d)(1) of the Securities
Exchange Act of 1934
Schedule 13D
of CSX Corporation and CSX Transportation, Inc.
(Amendment No. 8)
(Pursuant to Section 13(d) of the Securities Exchange Act of 1934)
Schedule 13D
of Norfolk Southern Corporation
(Amendment No. 6)
(Pursuant to Section 13(d) of the Securities Exchange Act of 1934)
Schedule 13D
of Walter G. Rich
(Amendment No. 7)
(Pursuant to Section 13(d) of the Securities Exchange Act of 1934)
Delaware Otsego Corporation
(Name of Issuer)
DOCP Acquisition LLC
CSX Corporation
Norfolk Southern Corporation
(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. Shudtz, 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
Notices and Communications on Behalf of Persons Filing Statement)
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With a copy 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)
403-1000 808-7800 Commercial 735-3000
Place
Norfolk,
Virginia 23510-
9241
Telephone:
(757) 629-2600
</TABLE>
This Amendment No. 4 to the Tender Offer on
Schedule 14D-1, and Amendment No. 8 to the Schedule 13D of CSX
Corporation, a Virginia corporation ("CSX"), and CSX
Transportation, Inc., a Virginia corporation and a wholly owned
subsidiary of CSX ("CSXT"), Amendment No. 6 to the Schedule 13D
of Norfolk Southern Corporation, a Virginia corporation ("NSC"),
and Amendment No. 7 to the Schedule 13D of Walter G. Rich
(collectively, as amended, the "Statement"), relates to the offer
by DOCP Acquisition LLC, a New York limited liability company
("Purchaser") formed by CSX, NSC and Mr. Rich 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 14D-1 and all such
Schedules 13D 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 10. ADDITIONAL INFORMATION
Item 10 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:
(a)(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
SIGNATURE
(SOLELY WITH RESPECT TO THE SCHEDULE 13D OF
CSX TRANSPORTATION, INC.)
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.
September 22, 1997 CSX TRANSPORTATION, INC.
By: /s/ WILLIAM M. HART
Name: William M. Hart
Title: Vice President - Corridor
Development
EXHIBIT INDEX
(a)(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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