UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
PANACO, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
698106 10 1
(CUSIP Number)
Leonard C. Tallerine, Jr.
1221 McKinney, Suite 1800
Houston, Texas 77010
(713) 759-2400
(Name, Address and Telephone Number of the Person Authorized to
Receive Notices and Communications)
July 31, 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 |_|
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 coverage 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 the
Notes).
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SCHEDULE 13D
CUSIP No. 698106 10 1
1. NAME OR REPORTING PERSON
Leonard C. Tallerine, Jr.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
1,548,784
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,548,784
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,548,784
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13 D
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.01 per
share ("Shares"), of Panaco, Inc., a Delaware corporation (the "Issuer"). The
address of the principal executive offices of the Issuer is Panaco Building,
1050 West Blue Ridge Boulevard, Kansas City, Missouri 64145- 1216.
Item 2. Identity and Background.
(a) Name: Leonard C. Tallerine, Jr.
(b) Business address: 1221 McKinney, Suite 1800, Houston, Texas 77010.
(c) Present Employment: Vice President of Panaco, Inc.,
1221 McKinney, Suite 1800, Houston, Texas 77010.
(d) Criminal Proceedings in Last Five Years: None.
(e) Judgments, Decrees or Orders Regarding Federal or State Securities Laws:
None.
(f) Citizenship: U.S.A.
Item 3. Source and Amount of Funds or other Consideration.
Mr. Tallerine's Shares were acquired as a portion of the merger
consideration paid to him in connection with the merger of The Union Companies,
Inc. ("Union") with and into Goldking Acquisition Corp., a wholly-owned
subsidiary of the Issuer. Union's primary asset was all of the capital stock of
Goldking Companies, Inc., a 29 year old Houston-based oil and gas company. The
merger was effected on July 31, 1997 pursuant to the Restated Merger Agreement
executed July 30, 1997 by and between the Issuer, Union, Mr. Tallerine and Mark
C. Licata. Mr. Tallerine and Mr. Licata previously owned all of the outstanding
capital stock of Union. Under the aforementioned Restated Merger Agreement, the
Shares were valued at $4.4375 per share.
Item 4. Purpose of Transaction.
Mr. Tallerine has acquired the Shares for investment purposes. He has no
current plans or proposals to acquire additional securities of the Issuer or to
dispose of the Shares, although he reserves the right to dispose of some or all
of the Shares in the future, either in the open market or otherwise. Pursuant to
the Restated Merger Agreement, Mr. Tallerine and Mr. Licata have been granted
certain demand and other registration rights with respect to the Shares received
as merger consideration.
Mr. Tallerine has no plans or proposals which would result in any
extraordinary transaction such as a merger, reorganization or liquidation of the
Issuer or any sale or transfer of a material amount of the assets of the Issuer.
Pursuant to the Restated Merger Agreement, Mr. Tallerine and Mr. Licata have
been appointed to newly-created director and officer positions with the Issuer.
Mr. Tallerine has been appointed to a class of directors eligible for
re-election in 1999, and has also been appointed Vice President of the Issuer.
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Item 5. Interest in Securities of the Issuer.
(a) Number and Percentage of Class Beneficially Owned: 1,548,784 Shares,
constituting approximately 6.5% of the class.
(b) Mr. Tallerine has the sole power to vote or to direct the vote and to
dispose or direct the disposition of the Shares which he beneficially owns.
(c) All 1,548,784 Shares were acquired by Mr. Tallerine on July 31, 1997.
The Shares were received as merger consideration under the Restated Merger
Agreement (see Item 3, above) and were, for purposes of this transaction, valued
at $4.4375 per share.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, any Shares of Mr.
Tallerine.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Mr. Tallerine and Mr. Licata are parties to a Registration Rights Agreement
with the Issuer (attached) which provides them with certain demand and other
registration rights with respect to the Shares.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1 Registration Rights Agreement
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 7, 1997
\s\ Leonard C. Tallerine, Jr.
(Signature)
Leonard C. Tallerine, Jr.
(Name)
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