UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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)
January 11, 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 / /.
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.
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
(Amendment No. 9)
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
4,584,921
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
4,584,921
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,584,921
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
(Amendment No. 9)
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
4,584,921
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,584,921
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,584,921
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
(Amendment No. 9)
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
4,584,921
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,584,921
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,584,921
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
(Amendment No. 9)
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and Exchange
Commission on July 24, 1995, by High River Limited Partnership, a
Delaware limited partnership ("High River"), Riverdale Investors
Corp., Inc., a Delaware corporation, and Carl C. Icahn, a citizen
of the United States of America (collectively, the "Registrants"),
relating to the common stock, $.01 par value (the "Shares"), of
Panaco, Inc. (the "Issuer"), as previously amended, is further
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 previously
filed statement on Schedule 13D, as amended.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 1,554,921 Shares purchased
by the Registrants not previously reported on a Schedule 13D by the
Registrants was $1,554,921. The source of funding for the purchase
of these Shares was general working capital of the Registrants.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
On January 8, 1999, High River and Leonard C. Tallerine, Jr.
("Tallerine") entered into a Stock Purchase Agreement, a form of
which is filed herewith as Exhibit 1 and is incorporated herein in
its entirety by reference (the "Agreement"), pursuant to which,
among other things, High River purchased 1,554,921 Shares (the
"Purchased Shares") from Tallerine for an aggregate purchase price
of $1,554,921. In connection with the transactions contemplated by
the Agreement: (i) Tallerine released the Issuer from all claims
which he had against the Issuer; (ii) Tallerine resigned from the
Board of Directors of the Issuer, effective as of January 11, 1999;
(iii) Felix Pardo, a person recommended by High River to fill the
Board seat vacated by Tallerine, was elected to the Board of
Directors of the Issuer, effective as of January 11, 1999; (iv) the
Issuer (a) acknowledged the assignment by Tallerine to High River
of all of Tallerine's rights under that certain Registration Rights
Agreement dated as of July 30, 1997, by and between the Issuer,
Tallerine and Mark C. Licata, and (b) granted certain additional
registration rights with respect to the Purchased Shares to High
River; and (v) the Board of Directors of the Issuer approved the
purchase of the Purchased Shares by High River in accordance with
the provisions of Section 203(a)(1) of the General Corporation Law
of the State of Delaware.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on January 11, 1999,
Registrants may be deemed to beneficially own, in the aggregate,
4,584,921 Shares, representing approximately 19.2% of the Issuer's
outstanding Shares (based upon the 23,844,863 Shares stated to be
outstanding as of September 30, 1998 by the Issuer in the Issuer's
Form 10-Q filing, filed with the Securities and Exchange Commission
on November 24, 1998).
(b) High River has sole voting power and sole dispositive
power with regard to 4,584,921 Shares. Riverdale has shared voting
power and shared dispositive power with regard to 4,584,921 Shares.
Carl C. Icahn has shared voting power and shared dispositive power
with regard to 4,584,921 Shares.
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.
(c) The following table sets forth all transactions with
respect to Shares effected since the most recent filing on Schedule
13D by any of the Registrants. All such Shares were purchased in
a privately negotiated transaction.
No. of Shares Price
Name Date Purchased Per Share
High River 1/11/99 1,554,921 $1.00
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Item 6 is hereby amended to add the following:
The paragraph set forth under Item 4 of this Amendment No. 9
is hereby incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
Exhibit 1. Stock Purchase Agreement dated as of January 8,
1999, between High River Limited Partnership
and Leonard C. Tallerine, Jr.
<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: January 11, 1999
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC,
General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Member
RIVERDALE LLC
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Member
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page of Amendment No. 9 to Schedule 13D
with respect to Panaco, Inc.]
STOCK PURCHASE AGREEMENT
This Agreement dated as of January 8, 1999 is by and between LEONARD C.
TALLERINE, JR. ("Seller"), and HIGH RIVER LIMITED PARTNERSHIP, a Delaware
limited partnership ("Purchaser").
WHEREAS, Seller is the owner of 1,554,921 shares of Common Stock, $.01 par
value per share ("Panaco Common Stock"), of Panaco, Inc., a Delaware corporation
("Panaco");
WHEREAS, Seller desires to sell 1,554,921 shares of Panaco Common Stock
(the "Panaco Shares") to Purchaser and Purchaser desires to purchase the Panaco
Shares from Seller, subject to the provisions contained herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, and intending to be legally bound by the terms and
conditions of this Agreement, the parties hereto hereby agree as follows:
1. SALE OF PANACO SHARES TO PURCHASER.
1.1. SALE AND PURCHASE OF PANACO SHARES. Subject to the terms
and conditions of this Agreement, at the Closing, Seller shall sell, transfer,
assign, convey and deliver to Purchaser and Purchaser shall purchase, accept and
acquire from Seller, the Panaco Shares, in consideration of the payment by
Purchaser to Seller of an aggregate purchase price of $1,554,921.00 (the
"Purchase Price"), payable as set forth in Section 2 of this Agreement.
2. THE CLOSING.
2.1. THE CLOSING. The closing of the transactions contemplated
by this Agreement (the "Closing") shall take place at the offices of Winstead
Sechrest & Minick P.C., Houston, Texas, at 10:00 a.m. on January 8, 1999 (the
"Closing Date"), or at such other time, date, and place as are mutually
agreeable to Seller and Purchaser. At the Closing, (A) Seller will deliver to
Purchaser the certificates representing the Panaco Shares accompanied by stock
transfer powers duly endorsed in blank and (B) Purchaser shall make payment of
the Purchase Price to Seller. The Purchase Price shall be paid by Purchaser to
Seller by wire transfer.
3. REPRESENTATIONS AND WARRANTIES OF SELLER. In connection with the
purchase of the Panaco Shares, Seller hereby represents and warrants to
Purchaser as follows:
3.1. TITLE TO PANACO SHARES. Seller has good legal title to
the Panaco Shares, and has the full legal right, power and authority to sell,
assign and transfer complete ownership in the Panaco Shares to Purchaser, free
and clear of all liens, claims, restrictions, encumbrances, charges, options or
rights of third parties with respect thereto. The Panaco Shares are all of the
shares of Panaco Common Stock owned by Seller.
<PAGE>
3.2 COMMUNITY PROPERTY. Seller (i) is not married on the date
hereof, (ii) was not married when he acquired the Panaco Shares and (iii) was
not married at any time between the date he acquired the Panaco Shares and the
date hereof.
3.3 BROKERS. No broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated by this Agreement based upon any arrangement
made by or on behalf of Seller.
4. REPRESENTATIONS AND WARRANTIES OF PURCHASER.
Purchaser represents and warrants to Seller as follows:
4.1 AUTHORITY, ETC. Purchaser has the legal capacity to enter
into and perform this Agreement. This Agreement constitutes the valid and
binding obligation of Purchaser enforceable in accordance with its terms.
Purchaser is not currently insolvent nor will the acquisition of the Panaco
Shares in the manner contemplated herein render Purchaser insolvent. All
consents, authorizations and approvals (if any) required to be obtained in order
to enable Purchaser to execute, deliver and perform this Agreement have been
duly obtained. The execution, delivery and performance of this Agreement by
Purchaser will not violate or be in conflict with any provision of its
organizational documents, any material agreement or instrument to which it is a
party of by which it is bound or any judgment, decree, order, statute, rule or
regulation applicable to it.
4.2 INDEPENDENT DUE DILIGENCE INVESTIGATION. Purchaser has
relied solely upon the independent investigations made by it and its
representatives in making a decision to purchase the Panaco Shares and has a
full understanding and appreciation of the risks inherent in such a highly
speculative investment. In connection with such investigation, Purchaser and its
representatives and advisers, if any, (i) have been given an opportunity to ask,
and have to the extent Purchaser considered necessary, asked questions of, and
have received answers from, officers of Panaco concerning the Panaco Shares and
the affairs of Panaco and (ii) have been given or afforded access to all
documents, records, books and additional information which Purchaser has
requested regarding such matters.
4.3 INVESTMENT INTENT. Purchaser recognizes that the Panaco
Shares are restricted shares. Purchaser is acquiring the Panaco Shares solely
for its own account for investment and not with a view to, or for offer or
resale in connection with, a distribution thereof in violation of any applicable
federal or state securities laws.
4.4 STATUS OF PURCHASER. Purchaser represents and warrants to
Seller that it has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in
the Panaco Shares; it is an "accredited investor" as defined in Rule 501 of
Regulation D under the Securities Act of 1933, as amended (the "Securities
Act"); and it understands that the Panaco Shares are being sold to it in a
transaction that is intended to qualify for an exemption from the registration
requirements of the Securities Act which depends upon Purchaser's investment
intent in purchasing the Panaco Shares. Purchaser is not aware of any facts
<PAGE>
or circumstances that would cause the sale of Panaco Shares contemplated by this
Agreement to fail to be exempt from registration under the Securities Act.
4.5 BROKERS. No broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated by this Agreement based upon any arrangement
made by or on behalf of Purchaser.
5. CONDITIONS TO THE OBLIGATIONS OF SELLER.
The obligations of Seller under this Agreement are subject to
the fulfillment, or the advance waiver in writing by Seller, of the conditions
set forth in this Section 5 on or before the Closing Date.
5.1 OPINION OF COUNSEL OF PANACO. Counsel for Panaco shall
have delivered to Seller its opinion, in a form reasonably satisfactory to
Seller, that (i) the sale of the Panaco Shares to Purchaser pursuant to this
Agreement without compliance with Rule 144 promulgated under the Securities Act
does not violate any applicable securities laws and (ii) the shares of Panaco
Stock represented by Certificate Number 04929 dated December 1, 1998 were issued
to Seller in a transaction exempt from Section 16(b) ("Section 16(b)") of the
Securities Exchange Act of 1934, as amended, so that such issuance is not a
purchase or sale by Seller, within the meaning of Section 16(b), within six
months of the sale of the Panaco Shares contemplated by this Agreement.
6. CONDITIONS TO THE OBLIGATIONS OF PURCHASER.
The obligations of Purchaser under this Agreement are subject
to the fulfillment, or the waiver in writing by Purchaser, of the conditions set
forth in this Section 5 on or before the Closing Date.
6.1 RESIGNATION OF SELLER. Seller shall have resigned
from the Board of Directors of Panaco.
6.2 ELECTION OF PURCHASER DESIGNEE. A person recommended by
Purchaser shall have been elected to the Board of Directors of Panaco to fill
the seat vacated by Seller.
6.3 ASSIGNMENT OF REGISTRATION RIGHTS AGREEMENT. Panaco shall
have acknowledged in writing the assignment by Seller to Purchaser of all of
Seller's rights under that certain Registration Rights Agreement dated as of
July 30, 1997, by and between Panaco, Seller and Mark C. Licata (the
"Registration Rights Agreement").
6.4 BOARD APPROVAL. The Board of Directors of Panaco shall
have approved the: (i) purchase of the Panaco Shares by Purchaser in accordance
with the provisions of Section 203(a)(1) of the General Corporation Law of the
State of Delaware; and (ii) assignment by Seller to Purchaser of all of Seller's
rights under the Registration Rights Agreement.
<PAGE>
7. GENERAL RELEASE.
7.1 RELEASE OF PURCHASER. Seller, for good and valuable
consideration, receipt of which is hereby acknowledged, hereby releases and
discharges Purchaser and Carl C. Icahn (collectively, the "Purchaser Releasees")
and their respective heirs, executors, administrators, successors and assigns
from all actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialities, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents,
executions, claims, and demands whatsoever, in law, admiralty or equity, known
or unknown, which Seller or Seller's successors and assigns ever had, now have
or hereafter can, shall or may have against any of the Purchaser Releasees for,
upon, or by reason of any matter, cause or thing whatsoever from the beginning
of the world to the date of this Agreement other than for a breach of this
Agreement.
7.2 RELEASE OF SELLER. Purchaser and Carl C. Icahn, for good
and valuable consideration, receipt of which is hereby acknowledged, each hereby
release and discharge Seller and his heirs, executors, administrators,
successors and assigns from all actions, causes of action, suits, debts, dues,
sums of money, accounts, reckonings, bonds, bills, specialities, covenants,
contracts, controversies, agreements, promises, variances, trespasses, damages,
judgments, extents, executions, claims, and demands whatsoever, in law,
admiralty or equity, known or unknown, which Purchaser or Carl C. Icahn or
either of their successors and assigns ever had, now have or hereafter can,
shall or may have against Seller for, upon, or by reason of any matter, cause or
thing whatsoever from the beginning of the world to the date of this Agreement
(including the transfer of the Panaco Shares as contemplated by this Agreement
without compliance with Rule 144 promulgated under the Securities Act) other
than for a breach of this Agreement.
8. INDEMNITY.
8.1 Purchaser shall defend, indemnify and save and hold
harmless Seller from and against all liabilities, losses, claims, demands,
suits, costs, expenses and damages of every kind and character, including,
without limitation, attorneys' fees, court costs, and costs of investigation,
which arise from or in connection with in any way a breach by Purchaser of its
representations and warranties contained in this Agreement or other breach of
this Agreement by Purchaser.
8.2 Seller shall defend, indemnify and save and hold harmless
Purchaser from and against all liabilities, losses, claims, demands, suits,
costs, expenses and damages of every kind and character, including, without
limitation, attorneys' fees, court costs, and costs of investigation, which
arise from or in connection with in any way a breach by Seller of its
representations and warranties contained in this Agreement or other breach of
this Agreement by Seller.
9. ASSIGNMENT OF REGISTRATION RIGHTS.
9.1 ASSIGNMENT. For good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, effective as of the
date hereof, Seller hereby assigns, delivers and sets over unto Purchaser (to
the extent permitted under the Registration Rights Agreement) all of Seller's
rights under the Registration Rights Agreement.
<PAGE>
9.2 FURTHER ASSURANCES. Seller hereby agrees to take such
further action and execute and deliver such further documents and instruments as
may be reasonably required to perfect the assignment referred to in this Section
9.
10. MISCELLANEOUS.
10.1 ASSIGNMENT; SUCCESSORS AND ASSIGNS. The provisions of
this Agreement shall be binding upon, and inure to the benefit of, the
respective successors, assigns, heirs, executors and administrators of the
parties hereto. This Agreement shall not be assignable, by operation of law or
otherwise, by any party without the prior written consent of the other parties
to this Agreement.
10.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
indemnities, covenants, representations and warranties contained herein shall
survive the execution and delivery of this Agreement and the Closing of the
transactions contemplated hereby.
10.3 EXPENSES. Except as otherwise expressly provided for
herein, each party to this Agreement shall bear its own costs and expenses,
including, but not limited to, attorneys' fees and expenses, in connection with
the closing of the transactions contemplated hereby.
10.4 NOTICES. All notices, requests, consents and other
communications under this Agreement shall be in writing and shall be delivered
by hand, by telecopier, by overnight mail or mailed by first class certified or
registered mail, return receipt requested, postage prepaid:
(a) If to Seller:
Leonard C. Tallerine
1300 Post Oak Boulevard, Suite 2000
Houston, Texas 77056
(or such other address as may have been furnished in writing by Seller to
Purchaser)
with a copy to:
Gordon, Arata, McCollam, Duplantis & Eagan, L.L.P.
201 St. Charles Avenue, 40th Floor
New Orleans, Louisiana 70170
Attn: Cathy E. Chessin
(b) If to Purchaser:
High River Limited Partnership
767 Fifth Avenue, 47th Floor
New York, New York 10153
Attn: Carl C. Icahn
<PAGE>
(or at such other address or addresses as may have been furnished to Seller in
writing by Purchaser)
with a copy to:
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 21st Floor
New York, New York 10036
Attn: Marc Weitzen, Esq.
Notices provided in accordance with this Section
8.4 shall be deemed delivered upon personal delivery, receipt by telecopy or
overnight mail, or 48 hours after deposit in the mail in accordance with the
above.
10.5 ENTIRE AGREEMENT. This Agreement, together with the
instruments and other documents contemplated to be executed and delivered in
connection herewith, contains the entire agreement and understanding of the
parties hereto, and supersedes any prior agreements or understandings between or
among them, with respect to the subject matter hereof.
10.6 AMENDMENTS AND WAIVERS. This Agreement may not be amended
or waived (either generally or in a particular instance and either retroactively
or prospectively) except by a written instrument signed by the party against
whom enforcement of such amendment, modification or waiver is sought. No waivers
of or exceptions to any term, condition or provision of this Agreement, in any
one or more instances, shall be deemed to be, or construed as, a further or
continuing waiver of any such term, condition or provision.
10.7 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
10.8 CAPTIONS. The captions of the sections, subsections and
paragraphs of this Agreement have been added for convenience only and shall not
be deemed to be a part of this Agreement.
10.9 GOVERNING LAW. This Agreement shall be governed by
and interpreted and construed in accordance with the laws of the State of
New York.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as an instrument as of the date first above written.
LEONARD C. TALLERINE, JR.
_________________________
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale LLC, its general partner
By: _______________________
Name: Edward E. Mattner
Title: Manager
ACKNOWLEDGED:
Panaco, Inc. ("Panaco") hereby: (i) acknowledges the
assignment by Leonard C. Tallerine, Jr. ("Tallerine") to High River Limited
Partnership ("High River") of all of Tallerine's rights under that certain
Registration Rights Agreement dated as of July 15, 1997 (the "Registration
Rights Agreement"), by and between Panaco, Tallerine and Mark C. Licata
("Licata"), as provided in Section 9 hereof; (ii) confirms that the Registration
Rights Agreement is valid and in effect as of the date hereof; (iii) agrees
that, notwithstanding any provision to the contrary contained in Section 2(a) of
the Registration Rights Agreement, any request by Licata for a Demand
Registration (as defined in the Registration Rights Agreement) shall not subject
High River to the one-year waiting period provided for in said Section 2(a),
but, rather, High River shall only be subject to such one-year waiting period in
the event that a request for a Demand Registration is made by High River; (iv)
acknowledges that the sale by Tallerine to High River of the shares of Panaco
stock owned by Tallerine pursuant to the foregoing Agreement is in compliance
with all applicable securities laws and will not violate any provisions of that
certain Restated Merger Agreement dated as of July 1, 1997, by, between and
among Panaco, The Union Companies, Inc., Tallerine and Licata; and (v) agrees to
instruct its transfer agent to transfer to High River the shares of Panaco stock
owned by Tallerine in accordance with the foregoing agreement.
PANACO, INC.
By: ______________________________
Name:
Title:
[Signature Page to Stock Purchase Agreement]
