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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
PANACO, INC.
-----------------------------------------
(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
698106101
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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 the
disclosures provided in a prior cover page.
The information required in 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 1 OF 8
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CUSIP NO. 698106101 13G PAGE 2 OF 8 PAGES
- ------------------------ -------------------------
- --------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(A) KAIM NON-TRADITIONAL, L.P. -- 95-4486379
(B) RICHARD A. KAYNE -- ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
(A) IS A CALIFORNIA LIMITED PARTNERSHIP
(B) IS A U.S. CITIZEN
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(5) SOLE VOTING POWER
NUMBER OF (A) 0
SHARES (B) 0
BENEFICIALLY --------------------------------------------------------
OWNED BY (6) SHARED VOTING POWER
EACH (A) 0
REPORTING (B) 0
PERSON WITH --------------------------------------------------------
(7) SOLE DISPOSITIVE POWER
(A) 0
(B) 0
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
(A) 0
(B) 0
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(A) 0
(B) 0
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
(A) 0%
(B) 0%
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(12) TYPE OF REPORTING PERSON*
(A) IA
(B) IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 8
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United States
Securities and Exchange Commission
SCHEDULE 13G
AMENDMENT NO. 3
*********************
<TABLE>
<S> <C> <C>
Item 1. (a) Issuer: Panaco, Inc.
(b) Address: 1050 West Blue Ridge Blvd.
Kansas City, MO 64145-1216
Item 2. (a) Filing Persons: KAIM Non-Traditional, L.P. Richard A. Kayne
(b) Addresses: 1800 Avenue of the Stars, 1800 Avenue of the Stars,
2nd Floor 2nd Floor
Los Angeles, CA 90067 Los Angeles, CA 90067
(c) Citizenship: KAIM Non-Traditional, L.P. is a California limited
partnership
Richard A. Kayne is a U.S. Citizen
(d) Title of Class
of Services: Common Stock
(e) Cusip Number: 698106101
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check
whether the person filing is a:
(e) KAIM Non-Traditional, L.P., is an investment adviser registered
under section 203 of the Investment Advisers Act of 1940
Item 4. Ownership
(a) Amount Beneficially Owned:
Four investment limited partnerships 0
Managed accounts 0
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TOTAL 0
(b) Percent of Class: 0%
</TABLE>
PAGE 3 OF 8
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(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition of
(iv) shared power to dispose or to direct the disposition of
Not Applicable.
Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(l).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting persons have ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X]. (Warrants
representing prior ownership percentage have expired unexercised).
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below we certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
PAGE 4 OF 8
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United States
Securities and Exchange Commission
SCHEDULE 13G
AMENDMENT NO. 3
Panaco, Inc. (PANA)
**************************
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.
February 11, 1999
- ---------------------------------------
Date
/s/ RICHARD A. KAYNE
- ---------------------------------------
Richard A. Kayne
KAIM NON-TRADITIONAL, L.P.
By: Kayne Anderson Investment Management, Inc.
general partner
By: /s/ DAVID J. SHLADOVSKY
-----------------------------------
David J. Shladovsky, Secretary
PAGE 5 OF 8
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JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)
This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934 (the "Act") by and between the parties listed below, each
referred to herein as a "Joint Filer." The Joint Filers agree that a statement
of beneficial ownership as required by Section 13(d) of the Act and the Rules
thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G,
as appropriate, and that said joint filing may thereafter be amended by further
joint filings. The Joint Filers state that they each satisfy the requirements
for making a joint filing under Rule 13d-1.
February 11, 1999
- ---------------------------------------
Date
/s/ RICHARD A. KAYNE
- ---------------------------------------
Richard A. Kayne
/s/ DAVID J. SHLADOVSKY
- ---------------------------------------
KAIM Non-Traditional, L.P., by
David J. Shladovsky, Secretary of
Kayne Anderson Investment Management, Inc.,
general partner
PAGE 6 OF 8
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United States
Securities and Exchange Commission
SCHEDULE 13G
AMENDMENT NO. 3
(cover page)
Panaco, Inc. (PANA)
**************************
Box 9. N/A
PAGE 7 OF 8
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UNDERTAKING
The undersigned agree jointly to file the attached Statement of Beneficial
Ownership on Schedule 13G with the U.S. Securities Exchange Commission and
Panaco, Inc.
Dated: February 11, 1999
/s/ RICHARD A. KAYNE
- ---------------------------------------
Richard A. Kayne
KAIM NON-TRADITIONAL, L.P.
By: Kayne Anderson Investment Management, Inc.
By: /s/ DAVID J. SHLADOVSKY
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David J. Shladovsky, Secretary
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