NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DELAWARE OTSEGO CORPORATION
1 Railroad Avenue
Cooperstown, New York 13326
(607) 547-2555
To Shareholders:
The 1995 Annual Meeting of Shareholders of Delaware Otsego Corporation, a
New York corporation, will be held on Saturday, June 3, 1995 at 11:00 AM
at the Cooperstown High School, Linden Avenue, Cooperstown, New York, for
the following purposes:
1. To elect three Class D Directors to serve a term of four years or
until their successors are duly elected and qualified;
2. To consider and act upon a proposal to ratify the selection of Ernst
& Young as auditors;
3. To transact such other business as may properly come before the
meeting or any and all adjournments thereof.
Holders of record of the Corporation's common stock, par value $.125 per
share, at the close of business on April 16, 1995 will be entitled to vote
at the meeting.
By Order of the Board of Directors,
NATHAN R. FENNO
Nathan R. Fenno, Secretary
Dated: April 25, 1995
You are requested to fill in, sign, date and return the Proxy submitted
herewith in the return envelope provided for your use. The giving of such
Proxy will not affect your right to revoke such Proxy or to vote in person
should you later decide to attend the meeting.
DELAWARE OTSEGO CORPORATION
1 Railroad Avenue
Cooperstown, New York 13326
(607) 547-2555
_____________________________
PROXY STATEMENT
_____________________________
1995 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 3, 1995
This Proxy Statement and accompanying form of proxy are being
distributed to shareholders on or about April 28, 1995, in connection with
the solicitation by the Board of Directors of Delaware Otsego Corporation,
a New York corporation, (the "Company") of proxies for use at the Annual
Meeting of Shareholders of the Company to be held June 3, 1995 at 11:00 AM
at the Cooperstown High School, Linden Avenue, Cooperstown, New York, and at
any and all adjournments thereof (the "meeting").
VOTING
On April 16, 1995, the record date for the determination of shareholders
entitled to notice of, and to vote at, the meeting (the "Record Date"),
1,536,880 shares were issued and outstanding of the Company's Common Stock,
par value $.125 per share (the "Common Stock"). Each share is entitled to
one vote.
Shareholders may vote their shares in person at the meeting.
Shareholders who do not plan to be present at the meeting are requested to
date and sign the enclosed form of proxy and return it in the postage-paid
return envelope provided. Proxies will be voted in accordance with the
instructions contained therein. To the extent that instructions are not set
forth in any proxy, such proxy will be voted in favor of each person
nominated herein to the Board of Directors, and in favor of the ratification
of Ernst & Young as the Company's auditors. Directors will be elected by a
plurality of the votes cast at the meeting and a vote of a majority of the
votes cast at the meeting will be required for the ratification of Ernst &
Young as auditors. Therefore, shareholders present in person or by proxy at
the meeting who do not vote, who withhold their vote from one or more
nominees or who abstain from the ratification proposal will not affect the
outcome of the election or the ratification proposal provided that a quorum
is present at the meeting. Brokers who hold shares of Common Stock as
nominees will have discretionary authority to vote such shares if they have
not received voting instructions from the beneficial owners by the tenth day
before the meeting.
Shareholders have the right to revoke their proxies by notifying the
Secretary of the Company in writing at the above address at any time prior to
the time the shares are actually voted, by executing and returning a proxy
bearing a later date, or by attending the meeting and voting in person.
All costs incurred in preparing and mailing this Proxy Statement and
form of proxy, and the return mailing of proxies, will be borne by the
Company.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth information as of the Record Date
concerning the number of shares of Common Stock beneficially owned by those
persons known by the Company to be the beneficial owners of more than five
percent of the outstanding shares of Common Stock, by those executive
officers named in the Summary Compensation Table below, and by all directors
and executive officers of the Company as a group. The address of all such
persons is that of the Company shown above.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name Beneficial Ownership of Class
____________________________ ____________________ ________
<S> <C> <C> <C>
Walter G. Rich 257,881 (1) 16.6%
C. David Soule 9,742 (2) 0.6%
William B. Blatter 6,487 (3) 0.4%
Paul Garber 5,742 (4) 0.4%
All directors and 558,638 (5) 33.3%
executive officers as
a group (18 persons)
_____________________________________________________________________________
</TABLE>
(1) Includes 7,157 shares issuable upon exercise of stock options and 9,000
shares issuable upon conversion of debt.
(2) Includes 9,467 shares issuable upon exercise of stock options.
(3) Includes 5,909 shares issuable upon exercise of stock options.
(4) Includes 5,742 shares issuable upon exercise of stock options.
(5) Includes 46,313 shares issuable upon exercise of stock options and
92,705 shares issuable upon conversion of debt.
EXECUTIVE COMPENSATION
The following tables set forth information concerning total compensation
paid or accrued by the Company for the last three fiscal years to the
Company's Chief Executive Officer and its other executive officers employed
at December 31, 1994 who had aggregate salary and bonus in excess of $100,000
in fiscal year 1994, and information regarding stock options for the same
executive officers during the 1994 fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation 1/ Awards
_____________________________ __________________
Name and Other Options/ Other
Principal Salary Bonus Annual Com- SARs Compen-
Position Year ($) ($) pensation 2/ (#) 4/ sation 3/
_______________ ____ ________ ______ ___________ _______ ________
<S> <C> <C> <C> <C> <C> <C>
Walter G. Rich 1994 203,827 0 4,126 0 1,791
Chief Executive 1993 197,097 0 4,660 7,157 1,791
Officer 1992 193,731 0 4,638 0 1,791
C. David Soule 1994 139,905 0 2,843 0 1,496
Executive Vice 1993 136,540 0 3,461 9,467 1,496
President 1992 130,633 0 4,114 0 1,496
William B. Blatter 1994 100,000 0 2,083 0 4,167
Senior Vice 1993 100,000 0 2,083 5,909 4,167
President 1992 100,573 0 2,263 0 4,167
Paul Garber 1994 106,805 0 2,184 0 1,936
Vice President- 1993 91,288 0 1,871 5,742 1,936
Marketing & Sales 1992 87,154 0 1,884 0 1,936
</TABLE>
_____________________________________________________________________________
1/ Annual Compensation deferred at election of an executive is included in
category and year earned.
2/ Consists of Company contributions to the Company's 401(k) Savings Plan
on behalf of such officer.
3/ Consists of insurance premiums paid by the Company on life insurance
policies owned by such officers.
4/ Includes a re-grant of options for 4,741 shares for Mr. Rich, 7,864
shares for Mr. Soule, 4,771 shares for Mr. Blatter, and 4,832 shares for
Mr. Garber.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Shares Ac- Options Fiscal Options at Fiscal
quired on Value Year-End (#) Year-End ($)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable 1/
____________________ ________ ___________ ________________ __________________
<S> <C> <C> <C> <C>
Walter G. Rich 0 0 7,157/0 0
C. David Soule 0 0 9,467/0 0
William B. Blatter 0 0 5,909/0 0
Paul Garber 0 0 5,742/0 0
</TABLE>
_____________________________________________________________________________
1/ Market value of underlying shares at year-end, minus the exercise price
of the options.
The Company has an Employment Agreement with Mr. Rich pursuant to which
he is employed as President and Chief Executive Officer for a 5-year term
ending June 4, 1999, renewable at the option of the Company for an additional
five-year term. Mr. Rich's compensation under this Agreement is $187,000 per
year, subject to review for increase by the Board of Directors from time to
time, and he is entitled to reimbursement for expenses incurred in connection
with his conduct of business on behalf of the Company, and to coverage at
current levels under the Company's life and health insurance plans. If
Mr. Rich is not elected as Director or President and Chief Executive Officer
at any time during the term of the Agreement and any renewal thereof, he
shall continue to be entitled to the benefits of the Agreement until it
expires and shall be obligated to perform consulting services for a maximum
of four days per month. Mr. Rich is entitled under the Agreement to
continued compensation during any period of long-term disability.
The Company has Employment Agreements with Messrs. Soule and Blatter
pursuant to which they are employed as Executive Vice President and Senior
Vice President, respectively, for five year terms ending June 4, 1999, at a
minimum compensation of $125,000 and $100,000, respectively. The agreements
allow for increases in compensation by the Board of Directors from time to
time, reimbursement for expenses incurred on behalf of the Company, coverage
under the Company's life and health insurance plans, and continued
compensation during any period of long-term disability. They further provide
for an automatic extension of the term of the agreement for a period of five
years in the event of a change in control of the Company.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The members of the Executive Committee of the Board of Directors have
been designated to act as a Compensation Committee for determining
compensation of the Company's executive officers. The following is a general
discussion of the Committee's policies in recommending levels of executive
compensation for approval by the Board of Directors.
For all executive officers, salary levels are based on a combination of
factors, including but not limited to relative position within the Company,
the officer's training and expertise, the Committee's view of the level of
compensation available to the officer from other employers, and the financial
condition of the Company. For officers other than the Chief Executive
Officer, the Committee considers the recommendations of the Chief Executive
Officer. For all officers, the Committee considers, from time to time, the
recommendations of compensation consultants employed by the Committee. The
Committee is currently reviewing such recommendations prepared at its request
by William M. Mercer, Inc.
Any member of the Committee who is also an executive officer of the
Company abstains from any discussion or determination of that officer's
compensation.
There currently is no direct quantitative relationship between the
Company's performance and executive compensation, i.e. there are no formal
profit sharing plans or bonus plans.
The Company may grant stock options to its executive officers and other
employees pursuant to the terms of its 1987 and 1993 Stock Option Plans. No
such grants were made in 1994.
In 1994, no changes in annual salary level paid to the Chief Executive
Officer and certain other senior executive officers from prior year levels
were made.
Robert L. Marcalus, Chairman
Charles S. Brenner
Everett A. Gilmour
Walter G. Rich
Richard A. White
PERFORMANCE GRAPH
The following graph compares the annual change in the cumulative total
return on the Company's Common Stock with the annual change in the cumulative
total return of the NASDAQ Total Return Index for the NASDAQ Stock Market
(U.S. Companies) ("NASDAQ U.S. Companies") and the NASDAQ Total Return
Industry Index, NASDAQ Trucking and Transportation Stocks ("NASDAQ
Transportation"). The graph is calculated assuming that $100 was invested in
the Company's Common Stock, the NASDAQ U. S. Companies Index and the NASDAQ
Transportation Index on December 31, 1989, and that all dividends were
reinvested during the relevant periods.
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS
AMONG DELAWARE OTSEGO CORPORATION,
NASDAQ US COMPANIES INDEX AND NASDAQ TRANSPORTATION INDEX
[GRAPH]
Data provided below
Fiscal Year Ending December 31,
<CAPTION>
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
DELAWARE OTSEGO CORPORATION $100 $ 65 $ 66 $ 69 $ 83 $ 89
NASDAQ US COMPANIES $100 $ 85 $136 $159 $181 $177
NASDAQ TRANSPORTATION INDEX $100 $ 78 $113 $138 $168 $152
</TABLE>
SEC DISCLOSURE
Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder of the Securities and Exchange Commission (the "Commission")
require the Company's directors and executive officers, and persons who own
more than 10% of the Company's outstanding Common Stock to file with the
Commission reports of ownership and changes in ownership of common stock and
other equity securities of the Company. Officers, directors and persons who
own more than 10% of the Company's outstanding Common Stock are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on a review of such reports furnished to the Company and a
written representation that no other reports were required, the Company
believes that, during the 1994 fiscal year, all filing requirements applicable
to its officers, directors and persons who own more than 10% of the Company's
outstanding Common Stock were complied with, except that a Form 4 report,
covering two transactions, was filed late by John M. Ladd.
ELECTION OF DIRECTORS (PROPOSAL 1)
The Board of Directors is divided into four classes with terms expiring
on four successive Annual Meeting dates. At the Annual Meeting to be held
June 3, 1995, the following three persons are the nominees of the Board for
election as directors in Class D for four-year terms expiring in 1999:
Robert L. Marcalus
Everett A. Gilmour
Albert B. Aftoora
Such nominees currently serve as directors. Messrs. Marcalus and
Gilmour were elected to their present term of office at the Annual Meeting of
Shareholders held June 2, 1991. Mr. Aftoora was appointed to his present
term of office by the Executive Committee of the Board of Directors on
April 10, 1995. Each of the nominees has consented to be nominated and
agreed to serve if elected. Mr. John M. Ladd, a current director whose term
expires at the 1995 Annual Meeting, has decided not to stand for re-election.
The Company intends to introduce a resolution at the meeting to appoint
Mr. Ladd as Director Emeritus for a term of three years.
The other Directors of the Company are as follows:
Class A, to serve until the 1996 Annual Meeting
of Shareholders and until their successors are
elected and qualified:
Walter G. Rich
Harvey Polly
Jay B. Langner
Class B, to serve until the 1997 Annual Meeting of
Shareholders and until their successors are elected
and qualified:
C. David Soule
Niles F. Curtis
Malcolm C. Hughes
Class C, to serve until the 1998 Annual Meeting of
Shareholders and until their successors are elected and
qualified:
Richard A. White
Gerald D. Groff, M.D.
Charles S. Brenner
David B. Common
No family relationships exist among the executive officers and directors
of the Company.
The Directors receive $400 per Board or Committee meeting attended.
The name and age of each Director are set forth on the following pages
with a brief statement of the present principal occupation of each Director,
the year in which the Director was first elected a Director of the Company,
and pertinent biographical information concerning the Director. Also stated
is the amount of Common Stock beneficially owned as of the Record Date by
each Director. Unless otherwise indicated, each Director has sole voting and
dispositive power with respect to such Common Stock. No Director is the
beneficial owner of any other equity securities of the Company or any of its
subsidiaries. The information set forth on the following pages with respect
to each Director has been furnished by such Director.
<TABLE>
<CAPTION>
Common Stock
___________________________
No. of Shares
Beneficially Percentage
Current Directors Age Principal Occupation Owned (1) of Class
_____________________ ___ _____________________ ____________ ____________
<S> <C> <C> <C> <C>
Albert B. Aftoora (a) 55 Vice President- 100 *
Corridor Development,
CSX Transportation,
Inc.
Charles S. Brenner (b) 39 President, 74,184 (2) 4.7
J.L. Schiffman & Co.
David B. Common (c) 34 Vice President, 44,420 2.9
JP Morgan & Co., Inc.
Niles F. Curtis (d) 54 President and Owner, 5,047 (3) *
N. Curtis, Inc. d/b/a
Cooperstown Agway
Everett A. Gilmour (e) 73 Chairman of the Board, 24,208 1.6
The National Bank &
Trust Co., Norwich, NY
and NBT Bancorp, Inc.
Gerald D. Groff (f) 44 Senior Attending 1,993 *
Physician, Dept. of
Medicine, M. I.
Bassett Hospital
Malcolm C. Hughes (g) 58 Attorney 30,189 (4) 2.0
John M. Ladd (h) 74 Retired 10,475 *
Jay B. Langner (i) 65 Chairman, President 16,191 1.1
& C.E.O., Hudson
General Corporation
Robert L. Marcalus (j) 74 Chairman & C.E.O., 30,963 2.0
Marcal Paper Mills, Inc.
Harvey J. Polly (k) 66 President & C.E.O., 7,651 *
H/R Industries, Inc.
Walter G. Rich (l) 49 President & C.E.O. of 257,881 16.6
the Company and all
wholly-owned
subsidiaries
C. David Soule (m) 44 Executive Vice President 9,742 *
of the Company and all
wholly-owned
subsidiaries
Richard A. White (n) 75 Retired Business 26,159 1.7
Executive
</TABLE>
_________________________________
* Less than 1.0%
(1) Includes 1,575 shares issuable upon the exercise of stock options
granted under the Company's Stock Option Plans to each person named in
the table, except Mr. Rich (7,157 shares), Mr. Soule (9,467 shares), and
Messrs. Aftoora, Brenner, Common, Groff and Langner (0 shares each).
Also includes shares issuable upon conversion of debt investments held
by Messrs. Brenner (49,504 shares), Common (18,001 shares), Gilmour
(2,700 shares), Groff (900 shares), Hughes (2,700 shares), Langner
(4,500 shares), Marcalus (4,500 shares), Rich (9,000 shares), and White
(900 shares).
(2) Includes 13,974 shares held by Mr. Brenner as a partner in Brenner,
L.P., and 1,157 shares held by Mr. Brenner's wife.
(3) Excludes 120 shares held by Mr. Curtis' son, as to which shares Mr.
Curtis disclaims beneficial ownership.
(4) Excludes 972 shares held by Mr. Hughes' daughter, as to which shares
Mr. Hughes disclaims beneficial ownership.
(a) Prior to assuming his position as Vice President-Corridor
Development in 1995, Mr. Aftoora served as Assistant Vice President
and Treasurer of CSX Transportation, Inc., a Class I railroad, for
over five years.
(b) Mr. Brenner has been President of J. L. Schiffman & Co., Inc., a
stock brokerage firm, since 1981. Mr. Brenner is also Chairman of
the Board of RWC Inc., a Michigan metal forming machine
manufacturer.
(c) Mr. Common is employed by J. P. Morgan & Co., Inc. as Vice
President-Corporate Finance. Prior to May, 1993, Mr. Common was
employed by The Toronto-Dominion Bank most recently as
Director-Corporate Accounts.
(d) For the past five years, Mr. Curtis has been the President and
owner of N. Curtis Inc. d/b/a Cooperstown Agway, a distributor of
hardware and related products in Cooperstown, New York.
(e) Mr. Gilmour is Chairman of the Board of the National Bank & Trust
Company of Norwich and NBT Bancorp, Inc. Mr. Gilmour also serves
on the Boards of Directors of NYSEG, Inc., Deposit Telephone Co.,
Preferred Mutual Insurance Co., and Norwich Aero Products Inc.
(f) Dr. Groff has been a senior attending physician at the Mary Imogene
Bassett Hospital in Cooperstown for the past eight years. Dr. Groff
is also Assistant Professor of Clinical Medicine at Columbia
Presbyterian Medical School, and Medical Director of the Community
Health Plan of Bassett Hospital.
(g) Mr. Hughes served as the Company's Secretary from 1970 until 1984
and General Counsel from 1970 until 1981. Mr. Hughes has been an
attorney in private practice in Margaretville, New York for more
than five years.
(h) Before retiring in 1986, Mr. Ladd was the Executive Director of the
Mohawk Valley Economic Development District, Inc., a regional public
benefit corporation. Mr. Ladd is also a member of the Private
Industry Council, a consortium of Oneida, Madison, and Herkimer
Counties. Mr. Ladd is President of John M. Ladd Inc., a consulting
firm in Ilion, NY, and is past Treasurer of the N.Y.S. Economic
Development Council.
(i) Mr. Langner has been President, Chairman and Chief Executive
Officer of Hudson General Corporation, an airline terminal
operator, for the past five years.
(j) Mr. Marcalus has been Chairman and Chief Executive Officer of
Marcal Paper Mills, Inc. for the past five years. Mr. Marcalus
also serves on the Board of Directors of Valley National Bancorp,
Passaic, NJ.
(k) Mr. Polly has been President and Chief Executive Officer of H/R
Industries, Inc., Chairman of Hanover Bank of Florida, and
President of Chief Executive Officer of Railway Freight Car
Services during the past five years.
(l) Mr. Rich has been President and Chief Executive Officer of the
Company since 1971. He joined the Company in 1966 as General
Manager. Mr. Rich is also a director of Norwich Aero Products,
Inc., and Security Mutual Life Insurance Company of New York.
Mr. Rich was appointed in 1993 to the New York State Public
Transportation Safety Board.
(m) Mr. Soule has been Executive Vice President of the Company since
1983.
(n) Before retiring in 1989, Mr. White was President of Bruce Hall
Corp., Cooperstown, New York and Bruce Hall-Richfield, Inc.,
Richfield, New York, companies which sell building supplies.
Mr. White is a director of Northeast Treaters, Inc., Belchertown,
Massachusetts.
CERTAIN TRANSACTIONS
During 1994, Marcal Paper Mills, Inc., of which Mr. Marcalus is Chairman
of the Board and Chief Executive Officer, generated freight revenue to the
Company of approximately $162,000.00.
The Company believes that the terms of all the foregoing transactions
were no less favorable to the Company than if Mr. Marcalus had not been
affiliated with the Company or the other party to the transactions.
DIRECTORS AND OFFICERS LIABILITY INSURANCE
Pursuant to Section 726 of the New York Business Corporation Law, the
Company hereby reports that on February 12, 1995, a policy of directors and
officers liability insurance in the aggregate amount of $5,000,000 was
obtained for a one year term with Fidelity and Casualty Insurance Company at
a cost of $62,150.00 covering all directors and officers of the Company and
affiliated companies serving at any time during the term of the policy.
BOARD MEETINGS AND ATTENDANCE OF DIRECTORS
The Company's Board of Directors held four meetings during 1994. The
Company's Board of Directors has two Committees, whose members are selected
in June of each year immediately after the Annual Meeting of Shareholders.
The Committees and their functions are as follows:
The Audit Committee is responsible for supervising the audit of
Company financial statements and related material and internal accounting
controls, for reviewing any potential conflict of interest situations, and
providing guidance on ethical and environmental matters. The current members
of the Audit Committee are Niles F. Curtis (Chairman), Malcolm C. Hughes,
John M. Ladd and Jay B. Langner. The Audit Committee met four times during
1994.
The Executive Committee generally performs the functions of the Board of
Directors between meetings of the Board of Directors, to the extent permitted
by law. The current members of the Executive Committee are Robert L.
Marcalus (Chairman), Charles S. Brenner, Everett A. Gilmour, Walter G. Rich
and Richard A. White. The Executive Committee met seven times in 1994.
The Board of Directors has designated the Executive Committee to discuss
possible candidates for membership on the Board of Directors. The Executive
Committee will consider recommendations from shareholders for nominees for
election to the Board of Directors, provided such recommendations, together
with the following:
(i) such information regarding each nominee as would be required
to be included in a proxy statement filed pursuant to the
Securities Exchange Act of 1934, as amended;
(ii) a description of all arrangements or understandings among
the recommending shareholder and each nominee and any other
person with respect to such nomination; and
(iii) the consent of each nominee to serve as a director of the
Company if so elected;
are received by the Secretary of the Company, (a) in the case of an annual
meeting of shareholders, not later than the date specified in the most recent
proxy statement of the Company as the date by which shareholder proposals for
consideration at the next annual meeting of shareholders must be received
(see "Other Business" below), and (b) in the case of a special meeting of
shareholders at which directors are to be elected, not later than the tenth
day after the giving of notice of such meeting.
All Directors attended 75% or more of the aggregate of all meetings of
the Board of Directors and Committees on which they served (held during the
period for which they served) during 1994, except for Jay B. Langner, who
attended 63%, and Harvey Polly, who attended 50%.
PROPOSAL TO APPROVE APPOINTMENT OF
AUDITORS OF THE COMPANY (PROPOSAL 2)
At its meeting on April 2, 1995, the Executive Committee of the Board
of Directors of the Company, upon the recommendation of its Audit Committee,
engaged the accounting firm of Ernst & Young as independent accountants for
the Company for 1995, subject to approval of shareholders. Ernst & Young has
acted as the Company's independent auditors since 1986. Management intends
to introduce a resolution at the Annual Meeting that its designation of Ernst
& Young be ratified and approved by the shareholders. If such designation is
not ratified and approved by the shareholders, the Board of Directors, with
the advice of the Audit Committee, will consider the appointment of other
independent accountants.
Representatives of Ernst & Young are expected to be present at the
meeting, will be given opportunities to make statements if they desire to do
so, and will be available to respond to appropriate questions from
shareholders.
The Board of Directors recommends a vote for ratification of Ernst &
Young as the Company's independent accountants.
OTHER BUSINESS
The Board of Directors knows of no other matters which may properly be,
or are likely to be, brought before the meeting. If other proper matters
are introduced, the persons named in the enclosed proxy will vote the shares
represented by such proxy as the Board recommends.
If a proposal of a shareholder for the 1996 Annual Meeting of
Shareholders is to be considered for inclusion in the Company's Proxy
Statement for that meeting, such proposal must be received by the Company no
later than January 2, 1996.
A copy of the Company's 1994 Annual Report on Form 10-K (except
exhibits) filed with the Securities and Exchange Commission will be furnished
to any shareholder on written request addressed to Nathan R. Fenno, Corporate
Secretary, Delaware Otsego Corporation, 1 Railroad Avenue, Cooperstown,
New York 13326.
By Order of the Board of Directors,
NATHAN R. FENNO
Nathan R. Fenno, Secretary
<PAGE>
PROXY OF DELAWARE OTSEGO CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON JUNE 3, 1995.
The undersigned hereby appoints Nadine Steckler and Elizabeth Legiec,
jointly and individually with full power of substitution, as proxies to vote
all shares of common stock which the undersigned may be entitled to vote at
the Annual Meeting of Shareholders of DELAWARE OTSEGO CORPORATION (the
"Company") to be held on June 3, 1995 or adjournments thereof, on Items 1
and 2 as specified on the reverse side hereof (with discretionary authority
under Item 1 to vote for a new nominee if any nominee has become available)
and on such other matters as may properly come before the meeting.
You are encouraged to specify your choices by marking the appropriate
boxes, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. The persons appointed above
cannot vote your shares unless you sign and return this card.
This Proxy, when properly executed, will be voted as you specify below.
If you do not specify otherwise, the Proxy will be voted FOR Items 1 and 2.
SHAREHOLDERS ARE URGED TO VOTE AND TO SIGN, DATE AND RETURN
THIS PROXY PROMPTLY IN THE ENVELOPE PROVIDED.
(Continued on Other Side)
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
ITEM 1. ELECTION OF DIRECTORS. Nominees for Director:
Robert L. Marcalus, Everett A. Gilmour, Albert B. Aftoora
FOR all nominees listed_____ WITHHOLD AUTHORITY TO VOTE_____
FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEES:
__________________________________________________________________________
ITEM 2. PROPOSAL TO APPROVE THE APPOINTMENT OF ERNST & YOUNG as the
independent public accountants of the Company.
FOR______ AGAINST_____ ABSTAIN______
DATED:
_____________________ _____________________________________________
(Please sign exactly as your name or names
appear hereon. If signing as an attorney,
executor, administrator, trustee or guardian,
or on behalf of a corporation, give your full
title as such.)
</TEXT
