UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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 20, 1998
(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 / /.
*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, Amendment
No.5, filed with the SEC on July 22, 1997, Amendment No. 6, filed
with the SEC on August 19, 1997 and Amendment No. 7, filed with
the SEC on September 8, 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:
At the request of Mr. Leonard Tallerine, a director of
Issuer, Mr. Tallerine met on March 20, 1998 with Carl Icahn and
Harold First, a director of Issuer. At the meeting, Mr.
Tallerine indicated that he believed a change in management was
necessary for the good of the Issuer and its shareholders. Mr.
Tallerine indicated that he intended to nominate, at the next
annual meeting of Issuer's stockholders, a slate of nominees for
directors of Issuer in opposition to management's anticipated
nominees and asked if Mr. Icahn would support Mr. Tallerine's
slate of nominees. Mr. Icahn indicated that if a peaceful
solution could not be worked out in negotiations between Mr.
Tallerine and management of Issuer then Mr. Icahn would support
Mr. Tallerine's slate. Mr. Tallerine indicated that he had no
specific nominees at this time with respect to the composition of
the slate. Registrants, including Mr. Icahn, beneficially own
3,030,000 shares of Issuer. According to a Form 13D previously
filed by him, Mr. Tallerine is the beneficial owner of 1,548,784
shares of Issuer.
Other than as stated herein, Registrants and Mr.
Tallerine have no understandings, arrangements or agreements
concerning the securities of the Issuer.
<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 26, 1998
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. 8 with respect to
Panaco Inc.]
