PANACO INC
8-K, 1996-09-27
CRUDE PETROLEUM & NATURAL GAS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------

                                    FORM 8-K

                                 CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                        Date of Report September 4, 1996




                         Commission File Number 0-26662


                                  PANACO, Inc.
             (Exact name of registrant as specified in its charter)


                                    Delaware

                 (State or other jurisdiction or incorporation)


                                  43 - 1593374
                        (IRS Employer Identification No.)


                1050 West Blue Ridge Boulevard, PANACO Building,
                           Kansas City, MO              64145-1216
               (Address of principal executive offices) (Zip Code)




      Registrant's telephone number, including area code: (816) 942 - 6300







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Item 4.  Change in Registrant's Certifying Accountant

     (a) (i) The Company has appointed  Arthur  Andersen LLP as the  independent
accountants for fiscal 1996 to replace Barrett & Associates,  PA, effective upon
approval by the Company's Shareholders at its annual meeting September 4, 1996.

     (ii) The reports of Barrett & Associates,  PA on the Company's consolidated
financial  statements  for each of the two fiscal years ended  December 31, 1994
and December 31,1995, contained no adverse opinion or disclaimer of opinion, and
were not  qualified  or modified as to  uncertainty,  audit scope or  accounting
principles.

     (iii)The decision to change independent  accountants was recommended by the
Company's Audit  Committee,  and approved by the Board of Directors,  along with
the Shareholders at the Company's annual meeting on September 4, 1996.

     (iv) During the two most recent  fiscal  years and through the date of this
report,  the Company has had no disagreements  with Barrett & Associates,  PA on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure,  which  disagreement  (s), if not resolved would
have caused them to make reference  thereto in their report on the  consolidated
financial statement of the Company for such years.

     (v) During the  Company's two most recent fiscal years and through the date
of this report,  the Company has had no reportable events as defined in Item 304
(1) (v) of Regulation S-K.

     (vi) The Company has  requested  that Barrett &  Associates,  PA furnish it
with a letter  addressed  to the  Securities  and  Exchange  Commission  stating
whether  it  agrees  with the  above  statements.  A copy of that  letter  dated
September 25, 1996 is filed as exhibit 16 to this form 8-K.

     (b) The Company  has engaged  Arthur  Andersen  LLP as its new  independent
accountants  effective  September 5, 1996. During the Company's two fiscal years
ended December 31, 1995 and December 31, 1994 and through their engagement , the
Company has not consulted with Arthur  Andersen LLP regarding any of the matters
specified in Item 304 (a) (2) of Regulation S-K.

Item 7.  Financial Statements and Exhibits

     (c) Exhibits

     16. Letter from Barrett &  Associates,  PA to the  Securities  and Exchange
Commission dated September 25, 1996.

                                                         SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
         the  Registrant  has duly caused this report to be signed on its behalf
         by the undersigned hereunto duly authorized.


                                                         PANACO, Inc.

                                                         /s/Todd R. Bart
                                                         ---------------
                                                         Todd R. Bart
                                                         Chief Financial Officer


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                                INDEX TO EXHIBITS


Exhibit Number             Description

         16                Letter from Barrett & Associates, PA
                           to the Securities and Exchange
                           Commission dated September 25, 1996



Exhibit 16


Barrett & Associates, PA 
10900 Quivira, Suite 250 
Overland Park, KS 66210


                                                              September 25, 1996


Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549

Ladies and Gentlemen:

We have read the  statements  made by PANACO,  Inc.  (copy  attached),  which we
understand will be filed with the Commission  pursuant to Item 4 of Form 8-K, as
part of the Company's Form 8-K report for the month of September, 1996. We agree
with the statements concerning our Firm in such Form 8-K.

                                        By:      /s/    Barrett & Associates, PA
                                                 -------------------------------
                                                        Barrett & Associates, PA



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