UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
July 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 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).
<PAGE>
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 and Amendment No. 4, filed with the SEC on July 11, 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 July 17, 1997, Icahn (who, with all Registrants, owns 14.9% of
Issuer's common stock) and holders of what is believed to be an
aggregate of in excess of 14% of Issuer's common stock met with
representatives of the Issuer, including Mr. James Maxwell
("Maxwell"), a representative of A.G. Edwards, Issuer's investment
bankers, and a representative of Goldking Companies, Inc., a
corporation which Issuer has announced it is acquiring. They had a
general discussion about the business of the Issuer. In addition,
there was a lengthy discussion regarding the possible business
combination of Issuer and National Energy Group, Inc. ("NEG"),
during which Maxwell indicated that he was not in favor of such a
business combination and described the reasons why he believed
that such a business combination should not be effected. Maxwell
further indicated that he would find it very difficult to support any
nominee for director who supports the concept of the business
combination of Issuer and NEG. Icahn reiterated to Maxwell that if
Icahn's suggested nominees were not nominated by management of
the Issuer, Icahn intended to nominate them at the 1997 annual
meeting of Issuer's stockholders and that Icahn was confident that
his nominees would be elected.
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: July 22, 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. 5 with respect
to Panaco Inc.]
