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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(AMENDMENT NO. 2)
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. 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
NOTICES AND COMMUNICATIONS ON PERSONS FILING STATEMENT)
COPIES TO:
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PAMELA S. SEYMON RONALD B. RISDON J. GARY LANE ERIC J. FRIEDMAN
WACHTELL, LIPTON, ROSEN & KATZ KELLEY DRYE & WARREN LLP GENERAL COUNSEL CORPORATE SKADDEN, ARPS, SLATE,
51 WEST 52ND STREET 101 PARK AVENUE NORFOLK SOUTHERN CORPORATION MEAGHER & FLOM LLP
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10178 THREE COMMERCIAL PLACE 919 THIRD AVENUE
TELEPHONE: (212) 403-1000 TELEPHONE: (212) 808-7800 NORFOLK, VIRGINIA 23510-9241 NEW YORK, NEW YORK 10022
TELEPHONE: (757) 629-2600 TELEPHONE: (212) 735-3000
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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
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$46,578,752 $9,316
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* For purposes of calculating the filing fee only. This calculation assumes the purchase of an aggregate of
2,117,216 shares of common stock, par value $.125 per share, of Delaware Otsego Corporation (the
"Shares") at $22.00 net per share in cash.
** The amount of the filing fee, calculated in accordance with Rule 0-11(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), equals 1/50th of 1% of the aggregate value of cash offered by
DOCP Acquisition LLC for such number of shares.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with
which the offsetting fee was previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
Amount Previously Paid: $9,316 Filing Parties: CSX Corporation
Norfolk Southern Corporation
DOCP Acquisition LLC
Walter G. Rich
Form: Schedule 14D-1 Date Filed: August 25, 1997
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This Amendment No. 2 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 (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 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 this Schedule 13E-3 is hereby amended by the addition of the
following:
On or about August 21, 1997, a second complaint respecting a purported
class action, captioned Bergman v. Walter G. Rich et al., Index No. 2110,
was filed in the Supreme Court of the State of New York for the County of
Otsego (the "Second Complaint"). The Second Complaint names as defendants
the Company and the members of the Company Board, including Mr. Rich, as
well as CSX and NSC. The allegations in the Second Complaint are along the
lines of those in the Complaint (see "SPECIAL FACTORS -- Certain Litigation
Relating to the Offer and the Merger" in the Offer to Purchase) and
substantially the same relief is sought. Purchaser, Mr. Rich, CSX, NSC and
the Company believe the claims in the Second Complaint are meritless. The
foregoing summary is qualified in its entirety by reference to the Second
Complaint, a copy of which has been filed with the Commission as an exhibit
to the Schedule 14D-1 and which is incorporated herein by reference.
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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.
August 28, 1997
DOCP ACQUISITION LLC
By: /s/ MARK G. ARON
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Name: Mark G. Aron
Title: Authorized Person
By: /s/ JAMES C. BISHOP, JR.
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Name: James C. Bishop, Jr.
Title: Authorized Person
CSX CORPORATION
By: /s/ MARK G. ARON
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Name: Mark G. Aron
Title: Executive Vice
President-Law
and Public Affairs
NORFOLK SOUTHERN CORPORATION
By: /s/ JAMES C. BISHOP, JR.
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Name: James C. Bishop, Jr.
Title: Executive Vice
President-Law
/s/ WALTER G. RICH
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WALTER G. RICH
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