AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER
3, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(AMENDMENT NO. 8 -- FINAL AMENDMENT)
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
<PAGE>
This Amendment No. 8 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 purchase by Purchaser of all
outstanding shares of common stock, par value $0.125 (the
"Shares"), of Delaware Otsego Corporation, a New York corpora-
tion (the "Company"). This Amendment amends and supplements
the Transaction Statement on Schedule 13E-3 as filed prior
hereto.
ITEM 16. ADDITIONAL INFORMATION
Item 16 of the Statement is herby amended by the ad-
dition of the following:
On October 3, 1997, Purchaser completed the
short-form merger of the Company with a wholly-owned
subsidiary in which Purchaser became the owner of all
shares of capital stock of the Company (other than
certain Shares to be cancelled) existing immediately
prior to the Merger was converted into the right to
receive $22.00 in cash.
The Company, by letter dated October 1, 1997 in-
formed representatives of The Nasdaq National Market
of its desire to delist from The Nasdaq National Mar-
ket as of the close of business on October 1, 1997.
The Company has indicated that on October 3, 1997 it
will file a Certification of Notice of Termination of
Registration under Section 12(g) of the Securities
Exchange Act of 1934 (the "Exchange Act") on Form 15
relating to the common stock of the Company. The
Company's obligation, pursuant to Section 15(d) of
the Exchange Act, to file reports pursuant to Section
13(a) of the Exchange Act, will be immediately
suspended upon filing of the above-referenced Form
15.
A copy of the press release relating to the
actions outlined above has been filed with the
Commission as an exhibit hereto and is incorporated
herein by reference.
-1-<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 of the Statement is hereby amended by the
addition of the following:
(d)(13) Press Release issued on October 3, 1997.
-2-<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.
October 3, 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
-3-<PAGE>
EXHIBIT INDEX
(d)(13) Press Release issued on October 3, 1997.
-4-
EXHIBIT (d)(13)
NEWS RELEASE MACKENZIE PARTNERS, INC. [logo]
156 FIFTH AVENUE
NEW YORK, NY 10010
212 929-5500
FAX 929-0308
CONTACT:
Daniel Burch
MacKenzie Partners, Inc.
(212) 929-5748
FOR IMMEDIATE RELEASE:
DOCP ACQUISITION LLC COMPLETES
MERGER OF DELAWARE OTSEGO CORPORATION
COOPERSTOWN, New York, October 3, 1997: DOCP
Acquisition LLC announced it had completed the short-form
merger of Delaware Otsego Corporation (NASDAQ: DOCP) with a
wholly owned subsidiary. As previously announced, DOCP
Acquisition LLC accepted shares for payment under its tender
offer for DOCP common shares upon expiration of the offer at
5:00 p.m. on Friday, September 26. All DOCP common shares not
acquired in the tender offer or in connection therewith were
converted, at the effective time of the merger, into the right
to receive $22 per share in cash, subject to the terms set
forth in the agreement and plan of merger relating thereto. It
is expected that documents required to receive cash for shares
converted in the merger will be distributed promptly to those
DOCP shareholders who did not participate in the offer. As
a result of the pendency of the merger, the DOCP common shares
ceased being publicly listed on The Nasdaq National Market from
the close of business on October 1.
Delaware Otsego Corporation, a New York corporation,
is a railroad holding company, with headquarters in
Cooperstown, New York.
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