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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 11, 1999
PANACO, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 000-26662 43-1593374
(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) 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 5. Other Events
On January 11, 1999, High River Limited Partnership, a Delaware limited
partnership ("High River") and affiliate of Carl C. Icahn, purchased 1,554,921
shares of common stock, $0.01 par value per share, of PANACO, Inc. (the
"Company") from Leonard C. Tallerine, Jr. pursuant to a Stock Purchase Agreement
between the parties (the "Stock Purchase Agreement"). Mr. Tallerine resigned
from his position as a director of the Company and his vacancy was filled by
Felix Pardo at the recommendation of High River.
As a result of the Stock Purchase Agreement, Mr. Icahn beneficially owns (as
indicated on Mr. Icahn's Amendment No. 9 to Schedule 13D) 4,584,921 shares of
the Company's common stock, or 19.2% of the total outstanding shares of Company
common stock. Including Mr. Pardo, a total of two of the nine members of the
Company's Board of Directors have been nominated pursuant to arrangements with
Mr. Icahn.
A copy of the Company's January 12, 1999 press release is filed herewith as an
exhibit and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits. The following exhibit is filed as part of this Current Report on
Form 8-K:
DESCRIPTION EXHIBIT NO.
Press Release dated 99.1
January 12, 1999
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.
Date: January 14, 1999
PANACO, INC.
(Registrant)
By: /s/ Larry M. Wright
Larry M. Wright, President
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Exhibit 99.1
FOR IMMEDIATE RELEASE: January 12, 1999
NASDAQ: PANA
Icahn Increases Ownership in PANACO, Inc.
PANACO, Inc. announced that effective Monday, January 11, 1999, an affiliate of
Mr. Carl Icahn, High River Limited Partnership, purchased the PANACO shares
previously owned by Mr. Leonard Tallerine. This purchase increases Mr.Icahn's
holdings of PANACO stock from 12.8% to 19.2% of the outstanding shares (an
increase from 3.030 million shares to 4.58 million shares).
In conjunction with this purchase, Mr. Tallerine resigned from PANACO's Board of
Directors. Mr.Felix Pardo was elected by the PANACO Board of Directors to
replace Mr. Tallerine.
