UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
March 6, 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.
<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).
<PAGE>
SCHEDULE 13D
CUSIP No. 698106 10 1
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
3,030,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,030,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,030,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 698106 10 1
1 NAME OF REPORTING PERSON
Riverdale LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,030,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,030,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,030,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 698106 10 1
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,030,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,030,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,030,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
14 TYPE OF REPORTING PERSON*
IN
<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, is amended to, among other things,
delete Riverdale Corp. as a Registrant, add Riverdale LLC, a New
York limited liability company ("Riverdale"), as a Registrant,
and 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
previously filed on July 24, 1995.
Item 2. Identity and Background
Item 2 is amended to add the following:
The persons filing this statement are High River,
Riverdale and Icahn (collectively the "Registrants"). The
principal business address and the address of the principal
office of the Registrants is 100 South Bedford Road, Mount Kisco,
New York 10549, with the exception of Icahn, whose principal
business address is c/o Icahn Associates Corp., 767 Fifth Avenue,
47th Floor, New York, New York 10153.
On August 16, 1996, Riverdale Corp. was dissolved and
its assets, including the general partnership interest in High
River, were transferred to Riverdale.
Riverdale is the general partner of High River, and
Icahn owns over 99% of the interests in Riverdale. Registrants
may be deemed to be a "group" within the meaning of Rule 13d-5
promulgated under the Securities Exchange Act of 1934, as amended
(the "Act").
Riverdale is primarily engaged in the business of
owning real estate and acting as general partner of High River.
The name, citizenship, present principal occupation or
employment and business address of each member of Riverdale is
set forth in Schedule A attached hereto.
<PAGE>
Icahn is a member of Riverdale and owns in excess of
99% of the interests therein. As such, Icahn is in a position
directly and indirectly to determine the investment and voting
decisions made by Registrants.
Neither High River, Riverdale, Icahn, nor any executive
officer or director of any of the Registrants, has, during the
past five years, (a) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (b)
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or a
finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is amended to add the following:
The aggregate purchase price of the 1,935,000 Shares
purchased by the Registrants not previously reported on a
Schedule 13D by the Registrants was $7,740,000. The source of
funding for the purchase of these Shares was the general working
capital of High River.
Item 4. Purpose of Transaction
Item 4 is amended to add the following:
On February 27, 1997, Registrants were contacted by a
consultant working with the underwriters of Issuer's pending
public offering and told that a large number of Shares were
available. After further discussions between Registrants and
the underwriters of such offering, Registrants purchased Shares
in the offering and suggested to others that they might consider
the purchase of Shares. However, there are no agreements,
arrangements or understandings, including with respect to the
voting or disposition of Shares of Issuer, between Registrants
and any such other investors who may have purchased Shares.
Registrants may, from time to time, seek to discuss the
affairs of the Issuer with management of the Issuer. Registrants
may also, from time to time, contact other investors or potential
investors in the securities of Issuer with respect to the affairs
of the Issuer.
<PAGE>
Item 5. Interest in Securities of the Issuer
Items 5(a) and 5(c) are amended to add the following:
(a) As of the close of business on March 5, 1997,
Registrants may be deemed to beneficially own in the aggregate
3,030,000 Shares, representing 14.9% of the Issuer's outstanding
Shares (based upon the 20,350,255 Shares stated to be the maximum
number of outstanding Shares after Issuer's public offering which
closed on March 6, 1997, in the Issuer's Rule 424(b)(3) filing
dated March 3, 1997). High River, the direct beneficial owner of
3,030,000 Shares, may be deemed to have sole investment
discretion and sole voting power with respect to 3,030,000
Shares. Both Riverdale and Icahn, as indirect beneficial owners
of 3,030,000 Shares, may be deemed to have shared investment
discretion and shared voting power with respect to 3,030,000
Shares.
(c) The following table sets forth all transactions
with respect to Shares effected during the past sixty days by
each of the persons named in Item 5(a) above. The transaction
set forth below reflects High River's purchase of Shares offered
by the Issuer in a public offering.
PRICE PER SHARES PURCHASED
TRADE DATE SHARE ($) BY HIGH RIVER
2/28/97 4.00 1,935,000
Item 7. Materials to be filed as Exhibits
The following documents are filed as Exhibits to this
Schedule 13D:
Exhibit 1 Joint Filing Agreement
Exhibit 2 Restatement, pursuant to 17
C.F.R. 232.101(a)(2)(ii), of
entire text of Schedule 13D,
originally filed by Registrants in
paper format on July 24, 1995.
<PAGE>
SCHEDULE A
Name, Business Address and Principal
Occupation of Each Member of Riverdale
----------------------------------------
The following sets forth the name, position and
principal occupation of each member of Riverdale. Each such
person is a citizen of the United States of America. Except as
otherwise indicated, the business address of each member is c/o
Icahn Associates Corp., 767 5th Avenue, 47th Floor, New York, New
York 10153. To the best of Registrants' knowledge, except as set
forth in this statement on Schedule 13D, none of the members of
Riverdale directly owns any Shares of Issuer.
NAME POSITION PRINCIPAL OCCUPATION
Carl C. Icahn Member See Item 2 of Schedule 13D
Gail Golden Member Officer of various Icahn
affiliated entities
<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: March 3, 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. 1 with respect to
Panaco Inc.]
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the persons named below agree
to the joint filing on behalf of each of them of a statement on
Schedule 13D (including amendments thereto) with respect to the
common stock, par value $.01 per share, of Panaco, Inc. and
further agree that this Joint Filing Agreement be included as an
Exhibit to such joint filings. In evidence thereof, the
undersigned, being duly authorized, have executed this Joint
Filing Agreement this 3rd day of March, 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
[Joint Filing Agreement for Amendment No. 1 to Schedule 13D with
respect to Panaco, Inc.]
EXHIBIT 2
RESTATEMENT, PURSUANT TO 17 C.F.R. 232.101(a)(2)(ii),
OF ENTIRE TEXT OF SCHEDULE 13D, ORIGINALLY FILED BY REGISTRANTS
IN PAPER FORMAT ON JULY 24, 1995.
This statement is the first electronic amendment to the
paper format Schedule 13D filed by Registrants on July 24, 1995.
Pursuant to 17 C.F.R. 232.101(a)(2)(ii), following is a
restatement of the entire text of the Schedule 13D, omitting
exhibits.
<PAGE>
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)
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 14, 1995
(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.
<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).
<PAGE>
SCHEDULE 13D
CUSIP No. 698106 10 1
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC,AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
1,000,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,000,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 9%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 698106 10 1
1 NAME OF REPORTING PERSON
Riverdale Investors Corp., Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC,AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,000,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 9.0%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 698106 10 1
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,000,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 9.0%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
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 1050 West Blue Ridge
Boulevard, Kansas City, Missouri 64145-1216.
Item 2. Identity and Background
The persons filing this statement are High River
Limited Partnership, a Delaware limited partnership ("High
River"), Riverdale Investors Corp., Inc., a Delaware corporation
("Riverdale") and Carl C. Icahn, a citizen of the United States
of America (collectively, the "Registrants"). The principal
business address and the address of the principal office of High
River is 90 South Bedford Road, Mount Kisco, New York 10549. The
principal business address and the address of the principal
office of Riverdale is 100 South Bedford Road, Mount Kisco, New
York 10549. The principal business address and the address of the
principal office of Carl C. Icahn is c/o Icahn Associates Corp.,
114 West 47th Street, 19th Floor, New York, New York 10036.
Riverdale is the general partner of High River, and Mr.
Icahn is the sole stockholder of Riverdale. Registrants may be
deemed to be a "group" within the meaning of Rule 13d-5
promulgated under the Securities Exchange Act of 1934, as amended
(the "Act").
High River is primarily engaged in the business of
investing in securities. Riverdale is primarily engaged in the
business of owning real estate and acting as general partner of
High River. Mr. Icahn's present principal occupation or
employment is acting as President and a Director of Icahn Holding
Corporation, a Delaware corporation ("IHC"), and Chairman of the
Board and a Director of various of IHC's subsidiaries, including
ACF Industries, Incorporated, a New Jersey corporation ("ACF").
IHC is primarily engaged in the business of holding, either
directly or through subsidiaries, a majority of the common stock
of ACF and its address is 100 South Bedford Road, Mount Kisco,
New York 10549. ACF is primarily engaged in the business of
leasing, selling and manufacturing railroad freight and tank cars
and its address is 3301 Rider Trail South, Earth City, Missouri
63045.
The name, citizenship, present principal occupation or
employment and business address of each director and executive
officer of Riverdale is set forth on Schedule A attached hereto.
<PAGE>
Carl C. Icahn is the sole stockholder and director of
Riverdale. As such, Mr. Icahn is in a position directly and
indirectly to determine the investment and voting decisions made
by Registrants.
Neither High River, Riverdale, Mr. Icahn, nor any
executive officer or director of any of the Registrants, has,
during the past five years, (a) been convicted in a criminal
proceeding (excluding traffic violations or similar misde-
meanors), or (b) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or a finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 1,000,000 Shares
purchased by High River was $4,602,187.50. The source of funding
for the purchase of these Shares was the general working capital
of High River and capital contributions by each of Riverdale and
Highcrest Investors Corp., a Delaware corporation 99% owned
indirectly by Mr. Icahn and the sole limited partner of High
River.
Item 4. Purpose of Transaction
Registrants have acquired the Shares for investment
purposes. Depending on market conditions and other factors,
Registrants may acquire additional Shares as they deem
appropriate, whether in open market purchases, privately
negotiated transactions or otherwise. Registrants also reserve
the right to dispose of some or all of their Shares in the open
market, in privately negotiated transactions to third parties or
otherwise.
<PAGE>
Item 5. Interest in Securities of Issuer
(a) As of 12:00 noon on July 24, 1995, Registrants may
be deemed to beneficially own in the aggregate 1,000,000 Shares,
representing approximately 9.0% of the Issuer's outstanding
Shares (based upon the number of Shares reported to be
outstanding in the Issuer's Notice of 1995 Annual Meeting and
Proxy Statement dated June 29, 1995). Registrants have direct
beneficial ownership of the Shares as follows:
APPROXIMATE
NUMBER OF PERCENTAGE OF
NAME SHARES OUTSTANDING SHARES
High River 1,000,000 9.0%
Riverdale and Mr. Icahn, by virtue of their
relationships to High River (as disclosed in Item 2), may be
deemed to beneficially own (as that term is defined in Rule 13d-3
under the Act) the Shares which High River directly beneficially
owns. Each of Riverdale and Mr. Icahn disclaims beneficial
ownership of such Shares for all other purposes.
To the best of Registrants' knowledge, except as set
forth herein, neither the directors nor the executive officers of
the Registrants beneficially own any Shares.
(b) High River has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of the
Shares which it directly beneficially owns.
Each of Riverdale and Mr. Icahn may be deemed to share
with High River the power to vote or to direct the vote and to
dispose or to direct the disposition of Shares which High River
directly beneficially owns.
(c) The following table sets forth all transactions
with respect to Shares effected during the past sixty days by
each of the persons named in Item 5(a) above. Each transaction
set forth below reflects an open market purchase effected over
the counter.
PRICE PER HIGH RIVER
TRADE DATE SHARE ($) SHARES
5/19/95 4.3125 15,000
5/19/95 4.3750 25,000
7/13/95 4.5625 310,000
7/14/95 4.7500 25,000
7/17/95 4.7500 50,000
7/19/95 4.8125 10,000
7/21/95 4.7500 115,000
<PAGE>
(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 which Registrants may be deemed to
beneficially own.
(e) Not applicable.
Contracts, Arrangements, Understandings
or Relationships With Respect to
Item 6. Securities of the Issuer
Registrants are party to a Joint Filing Agreement, a
copy of which is attached hereto as Exhibit 1, with respect to
the filing of this statement and any amendments thereto.
Item 7. Materials to be filed as Exhibits
The following documents are filed as Exhibits to this
Schedule 13D:
Exhibit 1 Joint Filing Agreement
<PAGE>
Schedule A
Name, Business Address and Principal
Occupation of each Executive Officer and
Director of Riverdale
----------------------------------------
The following sets forth the name and principal
occupation of each executive officer and director of Riverdale.
Each such person is a citizen of the United States of America.
Except as otherwise indicated, the business address of each
director and officer is c/o Icahn Associates Corp., 114 West 47th
Street, 19th Floor, New York, N.Y. 10036. To the best of
Registrants' knowledge, except as set forth in this statement on
Schedule 13D, none of the directors or executive officers of the
Registrants owns any Shares of Issuer.
NAME POSITION
Carl C. Icahn Director
Edward E. Mattner President
Robert J. Mitchell Vice President and Treasurer
Gail Golden Vice President and Secretary
Richard T. Buonato<F1> Assistant Secretary
[FN]
<F1> Business address is 1 Wall Street Court, Suite 980, New York
New York 10005
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the
knowledge and belief of each of the undersigned, each of the
undersigned certifies that the information set forth in this
statement on Schedule 13D concerning the common stock, par value
$.01 per share, of Panaco, Inc., a Delaware corporation, is true,
complete and correct.
Dated: July 24, 1995
RIVERDALE INVESTORS CORP., INC.
By: /s/ Robert J. Mitchell
Robert J. Mitchell
Its: Vice President and
Treasurer
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE INVESTORS CORP., INC.
Its: General Partner
By: /s/ Robert J. Mitchell
Robert J. Mitchell
Its: Vice President and
Treasurer
/s/ Carl C. Icahn
Carl C. Icahn
[Signature Page of Schedule 13D with respect to Panaco, Inc.]
