SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
DELAWARE OTSEGO CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
246244 10 7
(CUSIP Number)
Ronald B. Risdon, Esq.
Kelley Drye & Warren LLP
101 Park Avenue
New York, New York 10178
(212) 808-7691
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 17, 1997
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with this statement.|_|. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
(continued on following page(s))
(Page 1 of 5 Pages)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information on the remainder of this cover page shall be deemed to be
"filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
<PAGE>
CUSIP No. 246244 10 7 13D Page 2 of 5 Pages
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1 Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Walter G. Rich ###-##-####
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2 Check the appropriate box if a member of a group (a) []
(b) []
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3 SEC USE ONLY
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4 Source of Funds
SC
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5 Check box if disclosure of legal proceedings is required
pursuant to Item 2(d) or 2(e) []
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6 Citizenship or Place of Organization: United States of America
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7 Number of shares beneficially owned by each reporting person
with sole voting power: 273,931.6
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8 Number of shares beneficially owned by each reporting person
with shared voting power: None
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9 Number of shares beneficially owned by each reporting person
with sole dispositive power: 273,931.6
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10 Number of shares beneficially owned by each reporting person
with shared dispositive power: None
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11 Aggregate amount beneficially owned by each reporting person
273,931.6
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12 Check box if the aggregate amount in Row (11) excludes
certain shares []
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13 Percent of class represented by amount in Row (11)
14.9%
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14 Type of Reporting Person
IN
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<PAGE>
CUSIP No. 246244 10 7 13D Page 3 of 5 Pages
This Amendment No. 2 to Schedule 13D, originally filed July 30, 1997,
by Walter G. Rich, whose address is 1 Railroad Avenue, Cooperstown, New York
13326, relates to the Common Stock of Delaware Otsego Corporation whose
principal executive offices are at 1 Railroad Avenue, Cooperstown, New York
13326. If not separately defined herein, capitalized terms used as defined terms
have the same meanings given in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended as follows:
In connection with the acquisition of the Company as proposed pursuant
to the Merger Agreement (as defined below), Rich would contribute shares of
Common Stock of the Company, or options to acquire such shares, to the limited
liability company organized to effectuate the acquisition, but would not be
providing funds for this acquisition.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended to add the following:
On August 17, 1997, Rich, together with CSX and NS, entered into an
Agreement and Plan of Merger (the "Merger Agreement") in the form of Exhibit 2
hereto, providing for the acquisition of all of the outstanding Common Stock
of the Company by a subsidiary of a limited liability company to be formed by
Rich, CSX, and NS. In connection with the Merger Agreement, CSX, NS and Rich
entered into a side agreement (the "Side Agreement"), dated as of August 17,
1997, with respect to certain matters among such parties. Reference is hereby
made to the text of the Merger Agreement, filed as Exhibit 2 hereto, and of the
Side Agreement, filed as Exhibit 3 hereto, for the terms of such agreements.
<PAGE>
CUSIP No. 246244 10 7 13D Page 4 of 5 Pages
On August 14, 1997, a complaint (the "Complaint") was filed with the
Supreme Court of the State of New York by a Company shareholder requesting,
among other things, that the proposed transaction be enjoined. Reference is
hereby made to the Complaint, filed as Exhibit 4 hereto, for the complete terms
of such Complaint.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
This filing excludes all shares of Common Stock of the Company
beneficially owned by CSX and CSX Transportation, Inc. ("CSXT"), as to which CSX
and CSXT possess sole voting and dispositive power.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Reference is made to the matters described under Item 4 above,
including, without limitation, the Merger Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 2 - Agreement and Plan of Merger, dated as of August 17, 1997,
which is incorporated by reference from Exhibit 3 to Schedule 13D of CSX and
CSXT with respect to the Common Stock of the Company, as amended by Amendment
No. 3 dated August 18, 1997.
Exhibit 3 - Side Letter, dated as of August 17, 1997, which is
incorporated by reference from Exhibit 4 to Schedule 13D of CSX and CSXT with
respect to the Common Stock of the Company, as amended by Amendment No. 3 dated
August 18, 1997.
<PAGE>
CUSIP No. 246244 10 7 13D Page 5 of 5 Pages
Exhibit 4 - Complaint, dated August 14, 1997, which is incorporated by
reference from Exhibit 5 to Schedule 13D of CSX and CSXT with respect to the
Common Stock of the Company, as amended by Amendment No. 3 dated August 18,
1997.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 18, 1997
/s/ Walter G. Rich
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Name: Walter G. Rich
