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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report : October 22, 1998
Commission File Number 0-26662
PANACO, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction or incorporation)
43 - 1593374
(IRS Employer Identification No.)
1100 Louisiana
Suite 5100
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 970 - 3100
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Item 4. Changes in Registrant's Certifying Accountant
The Board of Directors of PANACO, Inc. (the "Registrant"), upon
recommendation from its Audit Committee, has engaged KPMG Peat Marwick LLP as
the Registrant's new independent accountant to audit the Registrant's financial
statements for the year ended December 31, 1998. During the two most recent
fiscal years ending December 31, 1996 and December 31, 1997, and through the
date of their engagement, neither the Registrant nor any person acting on behalf
of the Registrant consulted KPMG Peat Marwick LLP regarding (i) either the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Registrant's financial statements; or (ii) any matter that was either the
subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions) or a reportable event (as described in Item
304(a)(1)(v) of Regulation S-K).
Item 5. Other Events
On August 31, 1998, the Board of Directors of the Registrant terminated
the Registrant's Preferred Stock Purchase Rights Plan (the "Plan"), and ordered
the redemption of all outstanding rights as of September 1, 1998 at the required
redemption price of $0.005 per right. The Plan, which is commonly referred to as
a "Poison Pill", was established in August 1995 to help deter unwanted takeover
proposals. However, the Board of Directors believed that the Plan had not
accomplished its intended effect of protecting stockholder value and served
little purpose to the Registrant's stockholders in today's market.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PANACO, Inc.
Date:October 22, 1998 /s/ Todd R.Bart
Todd R. Bart
Chief Financial Officer
