UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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 10, 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, and Amendment No. 3, filed with the Commission on July 1,
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 10, 1997, Icahn & Co., Inc.("Icahn & Co."), a
Delaware corporation of which Carl C. Icahn ("Icahn") is the
owner and sole stockholder, provided Issuer with notice intended
to comply with the Issuer's Certificate of Incorporation
("Notice"), in order to submit business at the 1997 annual
meeting of stockholders of Issuer ("Annual Meeting"). Icahn &
Co.'s Notice informed Issuer that the reason for conducting such
business at the Annual Meeting is to nominate for election to the
board of directors of the Issuer ("Board"), a slate of nominees
("Nominees") whose intention is to maximize stockholder value
through various means, which might include, but will not be
limited to, the possible consideration by the Nominees, if
elected to the Board, of the Issuer's engaging in a business
combination ("Business Combination") with National Energy Group,
Inc. ("NEG"), in the event that such Business Combination is
proposed by NEG on terms which are fair to the stockholders of
the Issuer.
In the Notice, Icahn and Co. informed Issuer that its
decision to nominate two Nominees for election to the Board at
the Issuer's Annual Meeting, is based on Icahn & Co.'s
understanding that, at the time of the Annual Meeting, the terms
of office of both of the Class I directors will expire, thereby
creating two vacant seats on the Board. In addition to the two
Nominees, Icahn & Co. designated one alternate nominee
("Alternate"), to stand for election at the Annual Meeting in the
event that a Nominee, for any reason, would be unable or
unwilling to stand for election at the Annual Meeting.
In the Notice, Icahn & Co. reserved the right to
increase the number of Nominees for election to the Board of the
Issuer in the event that the Issuer increases the size of the
Board prior to the Annual Meeting, for any reason, or in the
event that additional Board seats become vacant prior to the
Annual Meeting. Icahn & Co. reserved such right in order to
ensure that the number of Nominees proposed to be nominated at
the Annual Meeting by Icahn & Co., would, in no event, be less
than the number of nominee which management of Issuer proposes to
nominate at the Annual Meeting. In the Notice, Icahn & Co. also reserved the
right from time to time, when appropriate, to add to or otherwise change any
of the information provided in the Notice.
A copy of the Notice is attached hereto as Exhibit 1, and
incorporated herein by reference in its entirety.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 Notice to Submit Business at Annual
Meeting of Issuer, dated July 10, 1997
<PAGE>
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 10, 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. 4 with respect to
Panaco Inc.]
EXHIBIT 1
Icahn & Co., Inc.
1 Wall Street Court, Suite 980
New York, NY 10005
July 10, 1997
Via Federal Express
Panaco, Inc.
1050 W. Blue Ridge Blvd.
Kansas City, MO 64145
Attention: Corporate Secretary
Re: Stockholder Notice to Submit Business
Ladies and Gentlemen:
Icahn & Co., Inc. ("Icahn & Co.") is hereby submitting
this notice in order to comply with the requirements (the
"Certificate of Incorporation Requirements") set forth in Article
NINTH of the Certificate of Incorporation of Panaco, Inc. (the
"Corporation"). Icahn & Co.'s address is 1 Wall Street Court,
Suite 980, New York, New York 10005. The telephone number of Icahn
& Co. is (212) 635-5560. Icahn & Co. is the record owner,
directly, of 1000 shares of common stock, par value $.01 per share,
of the Corporation ("Common Stock"). These shares are
beneficially owned by High River Limited Partnership ("High
River"), an affiliate of Icahn & Co., which has approved the giving
of this notice by Icahn & Co. For further information on the
beneficial ownership of the Corporation's securities by Icahn & Co.
and its affiliates, including, without limitation, High River and
Carl C. Icahn, reference should be made to Annex A to this notice.
Icahn & Co. hereby represents that it intends to appear
at the 1997 annual meeting of the Corporation's stockholders (the
"Annual Meeting") in person or by proxy to submit the business
specified in this notice.
Icahn & Co. is seeking at the Annual Meeting to elect the
following persons as members of the Board of Directors of the
Corporation and, in that regard, proposes to nominate the following
persons (each a "Nominee" and, collectively, the "Nominees") as
Nominees for election as directors of the Corporation at the Annual
Meeting:
Harold First
Jouko T. Tamminen
In addition, Icahn & Co. designates the following person
(the "Alternate") as an alternate nominee for election as director
of the Corporation at the Annual Meeting. Such Alternate will
stand for election in the event that any of the Nominees are, for
any reason, unable or unwilling to stand for, or otherwise
withdraws as a Nominee for, election as a director of the
Corporation. In the event that any Nominee is unable or unwilling
to stand for, or otherwise withdraws from, election as a director
of the Corporation, it is intended that the following Alternate
will be designated to become a Nominee:
Theodore Altman
Icahn & Co. is proposing to nominate two (2) Nominees in
accordance with its understanding that, at the time of the Annual
Meeting, the terms of office of the Class I directors will expire,
thereby creating two vacant seats on the Board of Directors of the
Corporation ("Board"). In the event, however, that the Corporation
increases the size of the Board prior to the Annual Meeting, for
any reason, or in the event that additional Board seats become
vacant prior to the Annual Meeting, Icahn & Co. hereby reserves the
right to increase the number of its Nominees so that the number of
Nominees proposed to be nominated at the Annual Meeting by Icahn &
Co. will, in no event, be less than the number of nominees which
the management of the Corporation proposes to nominate at the
Annual Meeting. In the event that Icahn & Co. increases the number
of Nominees, for any reason, then Icahn & Co. will, at the
appropriate time, provide the appropriate information regarding
such additional Nominees to the Corporation.
The exact text of the proposal to be submitted by Icahn
& Co. at the Annual Meeting shall read as follows:
"RESOLVED, that each of (______________ and
_____________) shall be elected to serve as
directors on the Board of Directors of Panaco,
Inc. until their respective successors are
elected and qualified."
The reason for conducting such business at the Annual Meeting is to
nominate for election to the Board of the Corporation a slate of
directors whose intention is to maximize stockholder value through
various means, which might include, but is not limited to, the
possible consideration by the Nominees, if elected to the Board, of
the Corporation's engaging in a business combination ("Business
Combination") with National Energy Group, Inc. ("NEG"), in the
event that such Business Combination is proposed by NEG on terms
which are fair to the stockholders of the Corporation.
Icahn & Co. hereby advises you that certain information
relating to each of the Nominees and the Alternate is set forth in
Annexes B through G of this notice. Except as set forth herein or
in any of such Annexes (or any attachments thereto), to the best
knowledge of Icahn & Co. (i) no Nominee or Alternate owns any
securities of the Corporation or any parent or subsidiary of the
Corporation, directly or indirectly, beneficially or of record, or
has purchased or sold any securities of the Corporation within the
past two years, and none of their associates beneficially owns,
directly or indirectly, any securities of the Corporation, (ii) no
Nominee or Alternate, his associates or any member of his immediate
family, or Icahn & Co. or their associates has any arrangement or
understanding with any person (a) with respect to any future
employment by the Corporation or its affiliates or (b) with respect
to future transactions to which the Corporation or any of its
affiliates will or may be a party, nor any material interest,
direct or indirect, in any transaction, or series of similar
transactions, that has occurred since January 1, 1996 or any
currently proposed transaction, or series of similar transactions,
to which the Corporation or any of its subsidiaries was or is to be
a party and in which the amount involved exceeds $60,000, (iii) no
Nominee or Alternate is, or was within the past year, a party to
any contract, arrangement or understanding with any person with
respect to any securities of the Corporation, including, but not
limited to, joint ventures, loan or option arrangements, puts or
calls, guarantees against loss or guarantees of profit, division of
losses or profits or the giving or withholding of proxies, (iv) no
Nominee or Alternate or any of his associates has any arrangement
or understanding with any person pursuant to which he was or is to
be selected as a director, nominee or officer of the Corporation
and (v) there is no other information with respect to any Nominee
or Alternate that is required to be disclosed in solicitations of
proxies for election of directors or is otherwise required by the
rules and regulations of the Securities and Exchange Commission
promulgated under the Securities Exchange Act of 1934, as amended.
Matters disclosed in any part of this notice, including the Annexes
and any attachments thereto, should be deemed disclosed for all
purposes of this notice. The written consent of each of the
Nominees as required by the Certificate of Incorporation
Requirements is attached as Annexes E-G.
I. ARRANGEMENTS AND UNDERSTANDINGS BETWEEN ICAHN & CO., INC., ITS
AFFILIATES, NOMINEES AND THE ALTERNATE NOMINEE.
The following is a general description of all
arrangements or understandings between Icahn & Co., affiliates of
Icahn & Co., the Nominees and the Alternate Nominee and any other
person, pursuant to which the nomination or nominations set forth
above are being made, which, to the extent that the same is
memorialized in an agreement and annexed to this notice, is
qualified in its entirety by reference to the more complete and
detailed information contained in such agreements:
(i) As of May 1, 1997, Starfire Holding Corporation, an
affiliate of Icahn & Co., ("Starfire"), entered into an agreement
("Indemnification Agreement") with Jouko Tamminen ("Tamminen").
Pursuant to the Indemnification Agreement, Starfire has agreed to
indemnify Tamminen, to the extent provided in the Indemnification
Agreement, for losses incurred by Tamminen in connection with,
among other things, Tamminen's serving, at the request of Icahn &
Co. or its affiliates, as a director of any entity which Tamminen
is requested to so serve by Starfire and its affiliates.
(ii) Each Nominee and the Alternate Nominee has signed a
written consent ("Consent"), accepting his nomination by Icahn &
Co., consenting to be named as a Nominee for election to the Board
of the Corporation and agreeing to serve as a director of the
Corporation, if elected by the stockholders of the Corporation at
the Annual Meeting of the Corporation.
II. MATERIAL INTEREST IN TRANSACTIONS BY AFFILIATES OF ICAHN & CO.
The following is general description of transactions
wherein affiliates of Icahn & Co. may deemed to have a material
interest:
(i) As discussed in Annex A appended hereto, Carl C.
Icahn ("Icahn"), the owner and sole shareholder of Icahn & Co., may
be deemed the indirect beneficial owner of approximately 14.9
percent of the Common Stock of the Corporation. In addition to his
ownership of the Corporation's Common Stock, Icahn may also be
deemed to be the beneficial owner of 3,068,100 shares of Class A
common stock of NEG ("NEG Class A Shares"), representing
approximately eight and one-half (8.5) percent of the 36,301,099
NEG Class A Shares, stated to be outstanding as of March 31, 1997,
by NEG in its report filed on Form 10-Q, dated May 12, 1997. In
addition to the NEG Class A Shares, Icahn may also be deemed to be
the beneficial owner of shares of 100,000 Series D Preferred Stock
as well as 700,000 Warrants to purchase NEG Class A Shares. The
Series D Preferred Stock may under certain circumstances, be
converted to, and the Warrants may, under certain circumstances be
exercised to purchase NEG Class A Shares. By virtue of Icahn's
ownership of securities in both the Corporation and NEG, Icahn may
be deemed to have a material interest in a Business Transaction
between the Corporation and NEG, should such a Business Transaction
be undertaken by the Corporation.
Icahn & Co. will promptly provide any other information
reasonably requested by the Corporation pursuant to the Certificate
of Incorporation Requirements. Please be advised, however, that,
notwithstanding the compliance by Icahn & Co. with the Certificate
of Incorporation Requirements, neither the delivery of this notice
in accordance with the terms of the Certificate of Incorporation
Requirements nor the delivery of any additional information, if
any, provided by Icahn & Co. or any of its affiliates to the
Corporation from and after the date hereof shall be deemed to
constitute an admission by Icahn & Co. or any of its affiliates of
the legality or enforceability of the Certificate of Incorporation
Requirements or a waiver by any such person or entity of its right
to, in any way, contest or challenge the enforceability thereof.
In addition, Icahn & Co. reserves the right from time to time, when
appropriate to add to or otherwise change any of the information
herein provided.
Very truly yours,
/s/ Richard T. Buonato
Richard T. Buonato
Vice President
[signature page to Panaco stockholder proposal notice]
ANNEX A
As of the close of business on July 9, 1997, affiliates
of Icahn & Co. may be deemed to beneficially own in the aggregate
3,030,000 shares of Common Stock representing approximately 14.9%
of the Corporation's outstanding shares of Common Stock (based upon
the 20,382,087 shares of Common Stock stated to be outstanding as
of May 15, 1997, by the Corporation in the Corporation 10-Q filing
filed with the Securities and Exchange Commission for the quarter
ended March 31, 1997).
High River Limited Partnership, a Delaware limited
partnership, and an affiliate of Icahn & Co. ("High River"), has
sole voting power and sole dispositive power with regard to
3,030,000 shares of Common Stock. Riverdale LLC, a New York
limited liability company, and an affiliate of Icahn &
Co.("Riverdale"), has shared voting power and shared dispositive
power with regard to the 3,030,000 shares of Common Stock.
Riverdale LLC, the general partner of High River, is over
99 percent owned by Carl C. Icahn ("Icahn"). As such, Icahn may be
deemed to have shared voting and dispositive power over 3,030,000
shares of Common Stock.
ANNEX B
HAROLD FIRST
Name:
Harold First (the "Nominee")
Age:
61
Business
Address:
345 Park Avenue
New York, New York 10154
Business
Telephone
Number:
Residence
Address:
Residence
Telephone
Number:
(212) 872-6640
13-55 Wilkens Court
Fairlawn, New Jersey 07410
(201) 791-5804
Set forth below is a brief description of the Nominee's
business experience during the past five years, including the
Nominee's principal occupations and employment during the past five
years; the name and principal business of any corporation or other
organization in which such occupations and employment were carried
on and the Nominee's current principal occupation or employment.
Financial Consultant
345 Park Avenue
New York, New York 10154
January 1993 - Present
Self-employed
Icahn Holding Corp.
100 South Bedford Road
Mount Kisco, New York 10549
December 1990 - January 1993
Chief Financial Officer
Trans World Airlines, Inc.
One City Centre
515 North Sixth Street
St. Louis, Missouri 63101
Spring 1992 - January 3, 1993
Senior Vice President
American Property Investors, Inc.,
the general partner of American Real Estate
Partners, L.P.
100 South Bedford Road
Mount Kisco, NY 10549
March 1991 - December 1992
Vice Chairman of the Board of Directors
The entities listed above are not parents, subsidiaries or other
affiliates of Panaco, Inc. ("Panaco"). The Nominee does not hold
any positions or offices with Panaco.
The Nominee currently is a director of the following
companies that have a class of securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended, (the
"Exchange Act") or that are subject to the requirements of Section
15(d) of the Exchange Act or that are registered as an investment
company under the Investment Company Act of 1940:
Marvel Entertainment Group, Inc.
Toy Biz, Inc.
Cadus Pharmaceutical Corp.
Telesave Holdings, Inc.
<PAGE>
ANNEX C
JOUKO T. TAMMINEN
Name:
Jouko T. Tamminen
Age:
37
Business Address:
c/o Icahn Associates Corp.
767 Fifth Avenue
New York, New York 10153
Business Telephone
Number:
(212) 702-4314
Residence Address:
1160 Rockrimmon Road
Stamford, CT 06903
Residence
Telephone
Number:
(203) 329-3283
Set forth below is a brief description of the Nominee's
business experience during the past five years, including the
Nominee's principal occupations and employment during the past five
years; the name and principal business of any corporation or other
organization in which such occupations and employment were carried
on and the Nominee's current principal occupation or employment.
Icahn Associates Corp.
767 Fifth Avenue
New York, NY 10153
October 1, 1996 - Present
Senior Vice President
Morgens, Waterfall, Vintiadis & Company, Inc.
10 East 50th Street, 26th Floor
New York, NY 10022
Portfolio Manager
April 1991 - March 1996
The entities listed above are not parents, subsidiaries or other
affiliates of Panaco, Inc.("Panaco"). The Nominee does not hold
any positions or offices with Panaco.
The Nominee currently is a director of the following
companies that have a class of securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended, (the
"Exchange Act") or that are subject to the requirements of Section
15(d) of the Exchange Act or that are registered as an investment
company under the Investment Company Act of 1940:
Marvel Entertainment, Inc.
Toy Biz, Inc.
<PAGE>
ANNEX D
THEODORE ALTMAN
Name:
Theodore Altman
Age:
55
Business
Address:
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 21st Floor
New York, NY 10036-1510
Business
Telephone
Number:
(212) 626-0812
Residence
Address:
94 Haights Cross Road
Chappaqua, New York 10514
Residence
Telephone
Number:
(914) 238-0071
Set forth below is a brief description of the Nominee's
business experience during the past five years, including the
Nominee's principal occupations and employment during the past five
years; the name and principal business of any corporation or other
organization in which such occupations and employment were carried
on and the Nominee's current principal occupation or employment.
Law Firm
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 21st Floor
New York, New York 10036-1510
Senior Partner
1975 - Present
The entity listed above is not a parent, subsidiary or other
affiliate of Panaco, Inc. ("Panaco"). The Nominee does not hold
any positions or offices with Panaco.
The Nominee currently is a director of the following
companies that have a class of securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended, (the
"Exchange Act") or that are subject to the requirements of Section
15(d) of the Exchange Act or that are registered as an investment
company under the Investment Company Act of 1940:
Cadus Pharmaceutical Corp.
ANNEX E
CONSENT OF NOMINEE
The undersigned hereby accepts his nomination by Icahn & Co.,
Inc. as a nominee for election as a director of Panaco, Inc. (the
"Company"), consents to being named as a nominee for election as a
director of the Company in the proxy statement and other materials
concerning the undersigned's nomination in connection with the
solicitation of proxies from stockholders of the Company to be
voted at the 1997 annual meeting of stockholders of the Company and
any adjournment thereof, and further consents to serve as a
director of the Company, if elected.
/s/ Harold First
Subscribed and sword to before
me this 7th day of July, 1997
/s/ S. Roslyn Schnoll
Notary Public
<PAGE>
ANNEX F
CONSENT OF NOMINEE
The undersigned hereby accepts his nomination by Icahn & Co.,
Inc., as a nominee for election as a director of Panaco, Inc. (the
"Company") consents to being named as a nominee for election as a
director of the Company, in the proxy statement and other materials
concerning the undersigned's nomination in connection with the
solicitation of proxies from stockholders of the Company to be
voted at the 1997 annual meeting of stockholders of the Company and
any adjournment thereof, and further consents to serve as a
director of the Company, if elected.
/s/ Jouko T. Tamminen
Subscribed and sworn to before
me this 9th day of July, 1997.
/s/ Alice Blumberg
Notary Public
<PAGE>
ANNEX G
CONSENT OF NOMINEE
The undersigned hereby accepts his nomination by Icahn & Co.,
Inc., as a nominee for election as a director of Panaco, Inc. (the
"Company") consents to being named as a nominee for election as a
director of the Company, in the proxy statement and other materials
concerning the undersigned's nomination in connection with the
solicitation of proxies from stockholders of the Company to be
voted at the 1997 annual meeting of stockholders of the Company and
any adjournment thereof, and further consents to serve as a
director of the Company, if elected.
/s/ Theodore Altman
Subscribed and sworn to before
me this 9th day of July, 1997.
/s/ Roberta Perpich
Notary Public
