AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(AMENDMENT NO. 3)
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. 3 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
"THE TENDER OFFER -- Terms of the Offer; Expiration
Date" is hereby amended by the addition of the following:
Convertible Notes. Pursuant to the terms of the
Convertible Notes, the holders of Convertible Notes,
on the terms set forth therein, have the right to
convert, prior to payment, any or all of the unpaid
principal amount of such Convertible Notes into
Shares; provided that such conversion may only be in
multiples of 100 Shares, unless the balance of the
unpaid principal amount of any such Convertible Notes
is convertible into less than 100 Shares, in which
case such conversion will be into the entire amount
of such Shares; and provided further that no frac-
tions of Shares are issuable upon conversion. The
Company has advised Purchaser that as of August 22,
1997, the adjusted conversion price of the Convert-
ible Notes was $10.08 per Share.
Convertible Notes will not be automatically con-
verted into Shares or cash as a result of the consum-
mation of the Offer or the Merger, and will remain
unchanged by virtue of such transactions except that,
pursuant to the terms of the Convertible Notes, fol-
lowing the Merger, holders of Convertible Notes will
cease to have the right to convert the principal
amount of such Convertible Notes into Shares and will
instead have the right to receive, upon conversion of
the principal amount of such Convertible Notes, an
amount in cash equal to the amount which such holders
-1-<PAGE>
would have had a right to receive pursuant to the
Merger, had the principal amount of such Convertible
Notes been converted into Shares immediately prior to
the Effective Time.
To participate in the Offer or the Merger, if
consummated, holders of Convertible Notes must
surrender such Convertible Notes to the Company for
conversion. Upon conversion, each Share issued on
the conversion of the principal amount of such Con-
vertible Notes may be tendered into the Offer in ac-
cordance with the procedures set forth therein for
the Offer Price, or, failing such tender, will be
converted in the Merger, if consummated, into the
right to receive an amount in cash equal to the Offer
Price, as described under "INTRODUCTION" and "SPECIAL
FACTORS -- The Merger Agreement and Related Agree-
ments" in the Offer to Purchase.
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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 4, 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
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