AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEM-
BER 29, 1997
==============================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 14D-1
(AMENDMENT NO. 8 -- FINAL AMENDMENT)
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. 12)
(PURSUANT TO SECTION 13(d) OF THE
SECURITIES EXCHANGE ACT OF 1934)
SCHEDULE 13D
OF NORFOLK SOUTHERN CORPORATION
(AMENDMENT NO. 10)
(PURSUANT TO SECTION 13(d) OF THE
SECURITIES EXCHANGE ACT OF 1934)
SCHEDULE 13D
OF WALTER G. RICH
(AMENDMENT NO. 11)
(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
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<PAGE>
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 BEHALF OF PERSONS FILING STATEMENT)
WITH A COPY 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 MEAGER & 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 Tender Offer Statement on
Schedule 14D-1, and Amendment No. 12 to the Schedule 13D of CSX
Corporation, a Virginia corporation ("CSX"), and CSX Transpor-
tation, Inc., a Virginia corporation and wholly owned subsid-
iary of CSX ("CSXT"), Amendment No. 9 to the Schedule 13D of
Norfolk Southern Corporation, a Virginia corporation ("NSC"),
and Amendment No. 11 to the Schedule 13D of Walter G. Rich,
(collectively, as amended, the "Statement") relates to the of-
fer by DOCP Acquisition LLC, a New York limited liability com-
pany ("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 indi-
cated 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 29, 1997 the Purchaser announced that it had
accepted for payment all Shares tendered upon expiration
of the Offer at 5:00 p.m., New York City time, on Friday,
September 26, 1997. Purchaser has been informed by the
Depositary that 1,665,124 Shares were tendered (including
1,700 Shares tendered pursuant to guaranteed delivery
procedures), representing approximately 90.5% of Shares
not already owned by CSX and Rich, were tendered pursuant
to the Offer. A copy of the press release has been filed
with the Commission as an exhibit hereto and is in-
corporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 of the Statement is hereby amended by addi-
tion of the following:
(a)(12) Press Release issued on September 29, 1997.
-2-<PAGE>
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 29, 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>
SIGNATURE
(SOLELY WITH RESPECT TO THE SCHEDULE 13D OF
CSX TRANSPORTATION, INC.)
After reasonable inquiry and to the best of my knowl-
edge and belief, I certify that the information set forth in
this statement is true, complete and correct.
September 29, 1997
CSX TRANSPORTATION, INC.
By: /s/ WILLIAM M. HART
------------------------
Name: William M. Hart
Title: Vice President --
Corridor Development
-4-<PAGE>
EXHIBIT INDEX
(a)(12) Press Release issued on September 29, 1997.
-5-
EXHIBIT (a)(12)
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 ACCEPTS
DELAWARE OTSEGO CORPORATION SHARES FOR PAYMENT
COOPERSTOWN, New York, September 29, 1997 -- DOCP Acquisition
LLC announced that pursuant to its outstanding tender offer for
common shares of Delaware Otsego Corporation (NASDAQ: DOCP), it
has accepted for payment all DOCP common shares tendered upon
expiration of the offer at 5:00 p.m. on Friday, Septmeber 26.
Based on a preliminary count according to Citibank, N.A., which
is acting as depositary, approximately 1,665,124 common shares
had been tendered (including 1,700 shares tendered by notice of
guaranteed delivery) into the offer. Payment for shares is
expected to be made promptly.
These shares, together with the DOCP common shares already
owned by CSX Corporation and Walter G. Rich, represent
approximatley 90.5% of the outstanding DOCP common shares.
Under the merger agreement pursuant to which the tender offer
was made, DOCP common shares not purchased in the tender offer
will be converted into the right to receive $22 per share in
cash in a short-form merger that is expected to occur as soon
as practicable.
Delaware Otsego Corporation, a New York corporation, is a
railroad holding company, with headquarters in Cooperstown, New
York.
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