PANACO INC
SC 13D, 1999-02-03
CRUDE PETROLEUM & NATURAL GAS
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                                  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)

                                 Mark C. Licata
                       1300 Post Oak Boulevard, Suite 2000
                              Houston, Texas 77056
                                 (713) 986-7000
         (Name, Address and Telephone Number of the Person Authorized to
                       Receive Notices and Communications)

                                January 25, 1999
             (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 "[Graphic
Omitted]"

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 coverage 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).


                             CUSIP No. 698106 10 1

1.   Name or Reporting Person Mark C. Licata I.R.S. Identification Nos. of above
     persons (entities only)

2.   Check the Appropriate  Box if a Member of a Group* (a) "[Graphic  Omitted]"
     (b) "[Graphic Omitted]"
3.   SEC use only

4.   Source of Funds* OO

5.   Check if disclosure of legal proceedings is required pursuant to Items 2(d)
     or 2(e) Not Applicable

6.   Citizenship or Place of Organization U.S.A.

Number of shares beneficially owned by each reporting person with:

7.   Sole voting power 0

8.   Shared voting power 0

9.   Sole dispositive power 0

10.  Share dispositive power 0

11.  Aggregate amount beneficially owned by each reporting person 0

12.  Check box if the aggregate amount in row (11) excludes certain shares* r

13.  Percent of class represented by amount in row (11) 0%

14.  Type of reporting person* IN


                                  SCHEDULE 13D
                                (Amendment No. 1)


This  Amendment  No. 1 to Schedule  13D amends the  Schedule 13D dated August 7,
1997  previously  filed by Mark C. Licata,  and is being filed  pursuant to Rule
13d-2 of the Rules and Regulations of the Act.

Item 1.       Security and Issuer.

              Item 1 is hereby amended to read as follows:

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 1100 Louisiana Street, Suite
5100, Houston, Texas 77002.

Item 2.       Identity and Background.

Items 2(b) and 2(c) are hereby amended to read as follows:

(b)  1300 Post Oak Boulevard, Suite 2000, Houston, Texas 77056.

(c)  Mr. Licata is currently an attorney with the law firm of Looper Reed Mark &
     McGraw Incorporated,  1300 Post Oak Boulevard,  Suite 2000, Houston,  Texas
     77056.

Item 5.       Interest in Securities of the Issuer.

Item 5 is hereby amended to read as follows:

(a)  As a result of the sale  described  under Item  5(c),  Mr.  Licata  owns no
     Shares of the Issuer as of the date of this filing.

(b)  Not Applicable

(c)  Pursuant   to  a  Stock   Purchase   Agreement   dated   January  25,  1999
     ("Agreement"),  Mr. Licata  privately sold  1,612,229  Shares to New Valley
     Corporation  for an  aggregate  sale price of  $1,860,000,  or $1.1537  per
     Share.  The Shares sold by Mr. Licata represent  approximately  6.8% of the
     Issuer's  total  outstanding  common  stock as of September  30,  1998.  In
     connection  with the Agreement,  Mr. Licata also assigned all  registration
     rights  with  respect to the Shares and  resigned  from his  position  as a
     director of the Issuer.

(d)  Not Applicable.

(e)  Not Applicable.




                                                      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:   February 2, 1999


                                             /s/ Mark C. Licata       
                                             (Signature)


                                              Mark C. Licata 
                                              (Name)



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