AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
SEPTEMBER 24, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(AMENDMENT NO. 5)
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)
________________________
PETER J. SHUDTZ
GENERAL COUNSEL
CSX CORPORATION
ONE JAMES CENTER
901 EAST CARY STREET
RICHMOND, VIRGINIA 23219-4031
(804) 782-1400
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE
NOTICE AND COMMUNICATIONS ON PERSONS FILING STATEMENT)
COPIES TO:
PAMELA S. SEYMON RONALD B. RISDON
WACHTELL, LIPTON, ROSEN & KATZ KELLEY DRYE & WARREN LLP
51 WEST 52ND STREET 101 PARK AVENUE
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10178
TELEPHONE: (212) 403-1000 TELEPHONE: (212) 808-7800
J. GARY LANE ERIC J. FRIEDMAN
GENERAL COUNSEL CORPORATE SKADDEN, ARPS, SLATE
NORFOLK SOUTHERN CORPORATION MEAGHER & FLOM LLP
THREE COMMERCIAL PLACE 919 THIRD AVENUE
NORFOLK, VIRGINIA 23510-9241 NEW YORK, NEW YORK 10022
TELEPHONE: (757) 629-2600 TELEPHONE: (212) 735-3000
________________________
AUGUST 22, 1997
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY
HOLDERS)
THIS STATEMENT IS FILED IN CONNECTION WITH A TENDER OFFER
<PAGE>
This Amendment No. 5 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 pur-
chase all outstanding shares of common stock, par value $0.125
(the "Shares"), of Delaware Otsego Corporation, a New York cor-
poration (the "Company"), at a price of $22.00 per Share, net
to the seller in cash, upon the terms and subject to the condi-
tions 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 Trans-
action 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 herby amended by the ad-
dition of the following:
On September 24, 1997 the Company announced that
Purchaser had extended the Expiration Date of the
Offer until 5:00 p.m., New York City time, on Thurs-
day, September 25, 1997, unless further extended.
Prior to such extension the Offer was scheduled to
expire at 5:00 p.m., New York City time, on September
23, 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)(10) Press Release issued by the Company on September
24, 1997.
-1-<PAGE>
SIGNATURES
After due inquiry, and to the best of my knowledge, I cer-
tify that the information set forth in this statement is true,
complete and correct.
September 24, 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-
Law and Public Affairs
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
-2-<PAGE>
EXHIBIT INDEX
(d)(10) Press Release issued by the Company on September 24,
1997.
-3-
EXHIBIT (d)(10)
NEWS RELEASE MACKENZIE PARTNERS, INC. [logo]
156 Fifth Avenue
New York, NY 10010
212 929-5500
FAX 212 929-0308
CONTACT:
Daniel Burch
MacKenzie Partners, Inc.
(212) 929-5748
FOR IMMEDIATE RELEASE:
DOCP ACQUISITION LLC EXTENDS OFFER FOR SHARES
OF DELAWARE OTSEGO CORPORATION
COOPERSTOWN, NEW YORK, September 24, 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 Thursday, September
25, 1997.
According to Citibank, N.A., which is acting as depositary
for the tender offer, approximately 1,629,942 DOCP common
shares had been tendered and not withdrawn pursuant to the
tender offer (including 699 shares tendered by notice of
guaranteed delivery) as of 5:00 p.m. on September 23rd.
Delaware Otsego Corporation, a New York corporation, is a
railroad holding company, with headquarters in Cooperstown, New
York.
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