<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
August 19, 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, Amendment No. 4, filed with the SEC on July 11, 1997
and Amendment No.5 filed with the SEC on July 22, 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 August 19, 1997, Icahn & Co., Inc. submitted to Issuer an
amended notice to submit business at the 1997 Annual
Meeting of stockholders. A copy of such amended notice
is attached hereto as Exhibit No. 1 and incorporated herein by
reference in its entirety.
Item 7. Exhibits
Exhibit 1. Amended Notice, dated August 19, 1997,
by Icahn & Co., Inc. to Submit Business
at the 1997 Annual Meeting
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 19, 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. 6 with respect
to Panaco Inc.]
Icahn & Co., Inc.
1 Wall Street Court, Suite 980
New York, NY 10005
August 19, 1997
Via Federal Express
Panaco, Inc.
1050 W. Blue Ridge Blvd.
Kansas City, MO 64145
Attention: Corporate Secretary
Re: Amended Stockholder Notice to Submit Business
Ladies and Gentlemen:
Icahn & Co., Inc. ("Icahn & Co.") is hereby providing
this amended notice to submit business ("Notice") at the 1997
annual meeting of stockholders ("Annual Meeting") of Panaco, Inc.
("Corporation"). This Notice amends and restates the notice
previously submitted to the Corporation by Icahn & Co. on July 10,
1997. The address of Icahn & Co. 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 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 ("Board") and, in that regard, proposes to nominate the
following persons (each a "Nominee" and, collectively, the
"Nominees") as Nominees for election to the Board as directors of
the Corporation at the Annual Meeting:
Harold First
Jouko T. Tamminen
Theodore Altman
Icahn & Co. is proposing to nominate three (3) Nominees
for election to the Board based upon its understanding that, at the
time of the Annual Meeting, the terms of office of all of the Class
II directors will expire, thereby creating three vacant seats on
the 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 Harold First, Jouko
Tamminen and Theodore Altman shall be elected
to serve as Class II directors on the Board of
Directors of Panaco, Inc. and that each shall
hold office until the 2000 Annual Meeting of
stockholders and 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 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 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, 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 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 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 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 of the Corporation is
attached as Annexes E-G.
I. ARRANGEMENTS AND UNDERSTANDINGS BETWEEN ICAHN & CO., INC., ITS
AFFILIATES AND NOMINEES.
The following is a general description of all
arrangements or understandings between Icahn & Co., affiliates of
Icahn & Co., the Nominees 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 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 12.8
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 36,327,899
NEG Class A Shares, stated to be outstanding as of August 6, 1997,
by NEG in its report filed on Form 10-Q with the Securities and
Exchange Commission ("SEC") for the quarterly period ended June 30,
1997. In addition to the NEG Class A Shares, Icahn may also be
deemed to be the beneficial owner of 100,000 shares of Series D
Preferred Stock as well as 1,000,000 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 Combination between the Corporation and NEG, should such
a Business Combination be undertaken by the Corporation.
Icahn & Co. will promptly provide any other information
reasonably requested by the Corporation pursuant to the
requirements of the Certificate of Incorporation. Please be
advised, however, that, notwithstanding the compliance by Icahn &
Co. with the requirements of the Certificate of Incorporation,
neither the delivery of this Notice in accordance with the terms of
the Certificate of Incorporation 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 requirements of the
Certificate of Incorporation or otherwise 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 amended stockholder notice]<PAGE>
ANNEX A
As of the close of business on August 18, 1997,
affiliates of Icahn & Co. may be deemed to beneficially own, in the
aggregate 3,030,000 shares of Common Stock representing
approximately 12.8% of the Corporation's outstanding shares of
Common Stock, based upon the 23,711,017 shares of Common Stock,
stated to be outstanding by the Corporation in the preliminary
proxy statement filed by the Corporation with the Securities and
Exchange Commission on August 12, 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.<PAGE>
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:
38
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.<PAGE>
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 19 day of August, 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 18 day of August, 1997.
/s/ Joshua D. Nussbaum
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 19 day of August, 1997.
/s/ Roberta Perpich
Notary Public
