SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only
(as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Panaco, Inc.
(Name of Registrant as Specified in Its Articles of Incorporation)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identity the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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PANACO, Inc.
1050 West Blue Ridge Boulevard
PANACO Building
Kansas City, Missouri 64145-1216
PROXY STATEMENT SUPPLEMENT
This Proxy Statement Supplement and the accompanying form of proxy are
being mailed on or after September 10, 1997 to shareholders of record on August
19, 1997 in connection with the solicitation of proxies by the Board of
Directors of PANACO, Inc. (the "Company") for use at the annual meeting to be
held October 7, 1997, and to supplement the Proxy Statement dated August 26,
1997, already mailed to shareholders. Management nominee N. Lynne Sieverling
will not stand for re-election as a Class II Director, and in his place the
Board of Directors has nominated Harold First.
RECENT EVENTS
On July 10, 1997, Carl C. Icahn gave written notice to the Company of
his intention to nominate candidates for election as Class II Directors. On
September 8, 1997, the Company reached an amicable settlement with Mr. Icahn, a
beneficial owner of 12.78% of the Company's Common Shares, averting a proxy
contest over the election of Class II Directors to the Company's Board of
Directors.
As set forth in a joint press release dated September 8, 1997 issued by
the Company and Mr. Icahn, the Company agreed to withdraw one of its original
nominees and in his place nominate Harold First, a nominee acceptable to both
the Company and Mr. Icahn. Mr. Icahn agreed to withdraw his slate of nominees.
In addition, Mr. Icahn amended his Schedule 13D on September 8, 1997 to reflect
his agreement not to nominate a slate of directors.
ELECTION OF DIRECTORS
(Item 1 on Proxy Card)
The Board of Directors has nominated Larry M. Wright and Mark C.
Barrett for re-election and Harold First for election as directors in Class II
to serve until the 2000 annual meeting of shareholders. Following is a brief
description of Mr. First's principal occupation and business experience during
the last five years, directorships of publicly held companies, age and certain
other information, as set forth in Schedule 13D filed by Mr. Icahn, High River
Limited Partnership, and Riverdale Investors Corp. on July 10, 1997. Information
with respect to Messrs. Wright and Barrett is contained in the Company's Proxy
Statement.
Harold First, age 61, has been self-employed as a financial consultant
since 1993. From 1990 until 1993, Mr. First served as Chief Financial Officer of
Icahn Holding Corp. From 1992 until 1993 he served as Senior Vice President of
Trans World Airlines, Inc. and from 1991 until 1992 he was Vice Chairman of the
Board of Directors of American Property Investors, Inc., the general partner of
American Real Estate Partners, L.P. Mr. First is currently a director of the
following companies: Marvel Entertainment Group, Inc., Toy Biz, Inc., Cadus
Pharmaceutical Corp., and Telesave Holdings, Inc. Mr. First was nominated by the
Board of Directors pursuant to an agreement between the Company and Mr. Icahn,
whereby Mr. Icahn agreed to withdraw his slate of nominees and the Company
agreed to replace one of its nominees with a mutually acceptable candidate for
director. Mr. First was one of Mr. Icahn's proposed nominees.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE CLASS
II NOMINEES.
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VOTING
If you have already voted your shares, your vote will be applied FOR
management's nominees (Messrs. Wright, First and Barrett) as set forth in this
Proxy Statement Supplement, unless you revoke your original vote by signing,
dating and mailing the enclosed proxy card. The latest dated proxy card received
will be counted. If you have not voted your shares, please sign, date and mail
the enclosed proxy card.
It is intended that shares represented by the accompanying form of
proxy will be voted FOR the election of the nominees, unless contrary
instructions are indicated as provided on the proxy card. (If you do not wish
your shares to be voted for a particular nominee, you may so indicate on the
proxy card.) The Common Shares vote as a single class for the election of
directors. If one or more of the nominees should at the time of the meeting be
unavailable or unable to serve as a candidate, the shares represented by the
proxies will be voted to elect the remaining nominees and any substitute nominee
or nominees designated by the Board of Directors. The Board of Directors knows
of no reason why any of the nominees will be unavailable or unable to serve.
YOUR VOTE IS IMPORTANT. Please sign, date and promptly mail your proxy
card so that a quorum may be represented at the meeting.
By order of the Board of Directors
Todd R. Bart
Secretary
September 9, 1997
IMPORTANT
It is important that your shares be represented and voted at the
meeting. Shareholders are urged to promptly sign, date and mail the enclosed
WHITE proxy in the postage-paid envelope provided. PLEASE ACT TODAY.
If you have any questions or need assistance, please call D.F. King &
Co., Inc., which is assisting us, at the number listed below:
D.F. King & Co., Inc.
77 Water Street, 20th Floor
New York, New York 10005
Call toll free (800) 697-6974
<PAGE>
PROXY
PANACO, INC.
Kansas City, Missouri
This Proxy is solicited on behalf of the Board of Directors of PANACO,
Inc. for the Annual Meeting on October 7, 1997.
The undersigned hereby appoints H. James Maxwell and Todd R. Bart, or
any of them, proxies for the undersigned, each with full power of substitution
to attend the Annual Meeting of Shareholders of PANACO, Inc. to be held on
October 7, 1997 at 10:00 a.m., Central Time, and at any adjournments thereof,
and to vote as specified in this Proxy all the shares of stock of the Company
which the undersigned would be entitled to vote if personally present. The
undersigned hereby revokes any previous proxies with respect to the matters
covered by this Proxy.
PANACO'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
PROPOSAL 1 AND "FOR" PROPOSAL 2.
1. ELECTION OF DIRECTORS
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
[ ] [ ]
Larry M. Wright Harold First Mark C. Barrett
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"FOR" above and write the name(s) of that nominee(s) with respect to whom you
wish to withhold authority to vote here.)
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TO BE SIGNED AND DATED ON THE REVERSE SIDE.
2. Appointment of Independent Accountants
RESOLVED, that the firm of Arthur Andersen LLP be ratified as
independent accountants to audit the financial statements of the Company for the
year 1997.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
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3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting. This Proxy when
properly executed will be voted in the manner directed herein. If no
direction is made, this Proxy will be voted FOR Proposal 1 and FOR
Proposal 2.
Please sign exactly as your name appears on
this card. Joint Owners should each sign
personally. Corporation proxies should be
signed in corporate name by an authorized
officer. Executors, administrators, trustees
or guardians should give their title when
signing.
Date _______________________________, 1997
Signature____________________________________
____________________________________
PLEASE SIGN, DATE AND PROMPTLY MAIL YOUR PROXY
IN THE ENCLOSED ENVELOPE PROVIDED
