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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
PANACO, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
698106 10 1
(CUSIP Number)
Marc Weitzen, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 20th Floor
New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 8, 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 the
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.
*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 required on the remainder of this cover page
shall not 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
Notes).
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SCHEDULE 13D
CUSIP No. 698106 10 1
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
3,030,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,030,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,030,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%
14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. 698106 10 1
1 NAME OF REPORTING PERSON
Riverdale LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,030,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,030,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,030,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%
14 TYPE OF REPORTING PERSON*
OO
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SCHEDULE 13D
CUSIP No. 698106 10 1
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,030,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,030,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,030,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%
14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and
Exchange Commission ("SEC") on July 24, 1995, by High River
Limited Partnership, a Delaware limited partnership ("High
River"), Riverdale Investors Corp., Inc., a Delaware corporation
("Riverdale Corp.") and Carl C. Icahn ("Icahn"), a citizen of the
United States of America, amended by Amendment No. 1 which, among
other things, deleted Riverdale Corp. as a Registrant, and added
Riverdale LLC, a New York limited liability company ("Riverdale")
as a Registrant, Amendment No. 2, filed with the SEC on June 19,
1997, Amendment No. 3, filed with the SEC on July 1,
1997, Amendment No. 4, filed with the SEC on July 11, 1997,
Amendment No.5, filed with the SEC on July 22, 1997 and
Amendment No. 6, filed with the SEC on August 19, 1997,
is amended to furnish the additional information set forth
herein. All capitalized terms contained herein but not otherwise
defined shall have the meaning ascribed to such terms in the
original 13D and the Amendments thereto which have been
previously filed with the Securities and Exchange Commission.
Item 4. Purpose of Transaction
Item 4 is amended to add the following:
On September 8, 1997, Issuer and Icahn disseminated a joint press
release ("Press Release"), announcing that Issuer and Icahn have
reached a settlement, averting a proxy contest over the election of
three directors to Issuer's Board at the forthcoming 1997 Annual
Meeting. Pursuant to the settlement, Issuer will add Harold First,
one of Icahn's proposed nominees, to management's slate of
nominees at the forthcoming 1997 Annual Meeting, in place of one
of Issuer's current nominees. As a result, High River will not
nominate any nominees to stand for election at the 1997 Annual
Meeting. A copy of the Press Release is attached hereto as Exhibit
1 and incorporated herein by reference in its entirety.
Previously, on August 26, 1997, Icahn & Co., Inc. ("Icahn & Co."),
made a request of Issuer, pursuant to 220 of the Delaware
General Corporation Law, to inspect and copy the stockholder list
of Issuer.
Item 5. Interest in Securities of the Issuer
Item 5 is amended to add the following:
Solely as a result of an increase in the number of
outstanding Shares of the Issuer, the 3,030,000
Shares owned by Registrants constitute
approximately 12.8% of the Issuer's 23,711,017
Shares, stated to be outstanding as of
August 19, 1997, by the Issuer, in the
Issuer's proxy statement, filed with the SEC
on August 26, 1997.
Item 7. Exhibits
Exhibit 1. Press Release of Issuer and Icahn,
dated September 8, 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: September 8, 1997
RIVERDALE LLC
By: /s/Carl C. Icahn
Carl C. Icahn
Its: Member
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC
Its: General Partner
By: /s/Carl C. Icahn
Carl C. Icahn
Its: Member
/s/ Carl C. Icahn
Carl C. Icahn
[Signature Page of Schedule 13D Amendment No. 7 with respect
to Panaco Inc.]
PRESS RELEASE
PANACO AND ICAHN SETTLE PROXY DISPUTE
For Immediate Release: September 8, 1997
PANACO, Inc. and Carl C. Icahn announced today that they have reached an
amicable settlement, averting a proxy contest over the election of three
directors to PANACO's Board at the Company's forthcoming Annual Meeting.
Pursuant to the settlement, PANACO will add Harold First, one of Mr.
Icahn's proposed nominees, to management's slate of directors. Lynn
Sieverling, a management nominee, has chosen not to stand for re-election.
PANACO has eleven board members, three of whom will be elected by
shareholders at the forthcoming Annual Meeting.
Mr. Icahn and H. James Maxwell, President and Chief Executive Officer of
PANACO commented: "We are pleased to have settled this matter in a friendly,
constructive manner". Mr. Maxwell went on to say "So far, PANACO is having
a great year achieving its objectives and we look forward to devoting our
attention to growing the business and making money for our shareholders.
Moving forward, I anticipate a constructive and friendly relationship with Mr.
Icahn as we work to achieve PANACO's goals."
Supplemental proxy material for the Annual Meeting, to be held on October
7, 1997, will be distributed to PANACO shareholders in the near future.
