PAGE 1
S.E.C. Filing
DELAWARE OTSEGO CORPORATION
SC 13D
January 31, 1996
Filed: February 12, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
DELAWARE OTSEGO CORPORATION
- -----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.12 1/2 per share
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(Title of Class of Securities)
246244 10 7
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(CUSIP Number)
Alan A. Rudnick
Vice President-General Counsel
and Corporate Secretary
901 East Cary Street
Richmond, Virginia 23219
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Name, Address and Telephone Number of Person Authorized
to receive Notices and Communications)
January 31, 1996
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(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 OE.
Check the following box if a fee is being paid with this statement. XOE.
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PAGE 2
CUSIP NO. 246244 10 7
1. NAME OF REPORTING PERSONS CSX Corporation
S.S. OR I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS 62-1051971
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7. SOLE VOTING POWER 0
SHARES 8. SHARED VOTING POWER 100,000
BENEFICIALLY 9. SOLE DISPOSITIVE POWER 0
OWNED BY EACH 10. SHARED DISPOSITIVE POWER 100,000
PERSON WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
OE
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0%
14. TYPE OF REPORTING PERSON CO
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CUSIP NO. 246244 10 7
1. NAME OF REPORTING PERSONS CSX Transportation, Inc.
S.S. OR I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS 54-6000720
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7. SOLE VOTING POWER 0
SHARES 8. SHARED VOTING POWER 100,000
BENEFICIALLY 9. SOLE DISPOSITIVE POWER 0
OWNED BY EACH 10. SHARED DISPOSITIVE POWER 100,000
PERSON WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
OE
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0%
14. TYPE OF REPORTING PERSON CO
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Item 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value 12 1/2 cents (the
"Common Stock"), of Delaware Otsego Corporation, a New York corporation (the
"Issuer"), which has its principal executive offices at 1 Railroad Avenue,
Cooperstown, New York 13326.
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of (i) CSX Corporation, a Virginia
corporation ("CSX"), which has its principal executive offices at 901 East
Cary Street, Richmond, Virginia 23219, and (ii) CSX Transportation, Inc., a
Virginia corporation ("CSXT"), which has its principal executive offices at
500 Water Street, Jacksonville, Florida 32202. CSXT is a wholly-owned
subsidiary of CSX. CSX is a transportation holding company and CSXT is
engaged in railroad operations.
The names of the executive officers and directors of CSX, their business
or residence addresses and their present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such employment is conducted are set forth below. If no
business or residence address is given, the executive officer's or director's
business address is CSX Corporation, 901 East Cary Street, Richmond, Virginia
23219.
NAME PRINCIPAL OCCUPATION
---- --------------------
Edward L. Addison Director; Retired Chairman and CEO, The Southern
Company, 111 Sabine Drive, Pensacola, Florida
32561.
Elizabeth E. Bailey Director; John C. Hower Professor of Public
Policy and Management, The Wharton School,
University of Pennsylvania, Suite 3100,
Steinberg Hall, Dietrick Hall, Philadelphia,
Pennsylvania 19104-6372.
Robert L. Burrus, Jr. Director; Partner and Chairman, McGuire, Woods,
Battle & Boothe, L.L.P., 901 East Cary Street,
Richmond, Virginia 23219.
Bruce C. Gottwald Director; Chairman and CEO, Ethyl Corporation,
330 S. Fourth Street, Richmond, Virginia 23219.
John R. Hall Director; Chairman and CEO, Ashland, Inc., 1000
Ashland Drive, Ashland, Kentucky 41114.
Robert D. Kunisch Director; Chairman, President and CEO, PHH
Corporation, 11333 McCormick Road, Hunt Valley,
Maryland 21031.
Hugh L. McColl, Jr. Director; Chairman and CEO, NationsBank Corp.,
NationsBank Corporate Center, 100 N. Tryon
Street, Charlotte, North Carolina 28255-0011.
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PAGE 5
James W. McGlothlin Director; Chairman and CEO, The United Company,
1005 Glenway Avenue, Bristol, Virginia 24201.
Southwood J. Morcott Director; Chairman and CEO, Dana Corporation,
4500 Dorr Street, Toledo, Ohio 43615.
Charles E. Rice Director; Chairman and CEO, Barnett Banks Inc.,
50 North Laura Street, Jacksonville, Florida
32202.
William C. Richardson Director; President and CEO, W. K. Kellogg
Foundation, 1 Michigan Avenue East, Battle
Creek, Michigan 49017-4058.
Frank S. Royal, M.D. Director; Physician, 1122 North 25th Street,
Suite A, Richmond, Virginia 23223.
John W. Snow Director; Chairman, President and CEO.
Mark G. Aron Executive Vice President-Law and Public Affairs.
Sally B. Basso Vice President-Compensation and Benefits.
James Ermer Executive Vice President-Corporate Planning and
Development.
Andrew B. Fogarty Vice President-Audit and Advisory Services.
Paul R. Goodwin Executive Vice President-Finance.
Thomas E. Hoppin Vice President-Corporate Communications.
Richard H. Klem Vice President-Corporate Strategy.
Jesse R. Mohorovic Vice President-Executive Department.
James P. Peter Vice President-Taxes.
Woodruff M. Price Vice President-Federal Affairs.
Alan A. Rudnick Vice President-General Counsel and Corporate
Secretary.
Michael J. Ruehling Vice President-State Relations.
James A. Searle, Jr. Vice President-Special Projects.
Peter J. Shudtz General Counsel.
William H. Sparrow Vice President-Capital Planning and Budgeting.
Gregory R. Weber Vice President, Controller and Treasurer.
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PAGE 6
The names of the executive officers and directors of CSXT, their
business or residence addresses and their present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted are set forth below.
If no business or residence address is given, the executive officer's or
director's business address is CSX Transportation, Inc., 500 Water Street,
Jacksonville, Florida 32202.
NAME PRINCIPAL OCCUPATION
---- --------------------
Mark G. Aron Director; Executive Vice President-Law and
Public Affairs of CSX Corporation, 901 East Cary
Street, Richmond, Virginia 23219.
Alvin R. Carpenter Director; President and CEO.
Paul R. Goodwin Director; Executive Vice President-Finance of
CSX Corporation, 901 East Cary Street, Richmond,
Virginia 23219.
Gerald L. Nichols Director; Executive Vice-President and COO.
John W. Snow Director; Chairman of the Board; Chairman,
President and CEO of CSX Corporation, 90l East
Cary Street, Richmond, Virginia 23219.
John F. Andrews Senior Vice-President-Technology.
Duane H. Cassidy Senior Vice-President-Sales and Marketing.
Donald D. Davis Senior Vice President-Employee Relations.
P. Michael Giftos Senior Vice-President-Law and Public Affairs and
General Counsel.
Carl N. Taylor Senior Vice-President-Engineering and
Mechanical.
Michael J. Ward Senior Vice-President-Finance.
During the past five years, none of CSX, CSXT or any of their executive
officers and directors has been convicted in a criminal proceeding or been a
party to a civil proceeding of a type described in part (d) or (e) of Item 2.
Each such executive officer and director is a United States citizen.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of $1,000,000 was paid by CSXT from working
capital.
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PAGE 7
Item 4. PURPOSE OF TRANSACTION
CSXT acquired the shares of Common Stock for investment purposes. None
of CSX, CSXT or any of the individuals named in Item 2 above currently has any
plans or proposals which relate to or would result in any of the actions set
forth in parts (a) through (j) of Item 4.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) CSXT is the holder of the 100,000 shares (the "Shares") of the
Common Stock, which represents approximately 6.0% of the Issuer's outstanding
Common Stock. CSX may be deemed to share beneficial ownership of the Shares
by virtue of its ownership of all of the capital stock of CSXT.
(b) See Cover Pages, Items 7, 8, 9 and 10.
(c) CSXT purchased the Shares on January 31, 1996 in a private
placement from the Issuer at a per share price of $10.00.
(d) None.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Agreement relating to the filing of joint acquisition
statements
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.
CSX CORPORATION
By: /s/ John W. Snow
----------------
John W. Snow
Chairman, President &
Chief Executive Officer
February 12, 1996
CSX TRANSPORTATION, INC.
By: /s/ John W. Snow
----------------
John W. Snow
Chairman
February 12, 1996
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PAGE 1
EXHIBIT 99
Each of the undersigned certifies that it is eligible to use Schedule
13D for reporting its ownership of the Common Stock of Delaware Otsego
Corporation and acknowledges and agrees that the Schedule 13D is filed on
behalf of each of the undersigned.
CSX CORPORATION
By: /s/ John W. Snow
----------------
John W. Snow
Chairman, President &
Chief Executive Officer
February 12, 1996
CSX TRANSPORTATION, INC.
By: /s/ John W. Snow
----------------
John W. Snow
Chairman
February 12, 1996
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