UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
PANACO, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
698106 10 1
(CUSIP Number)
Marc Weitzen, Esq.
Icahn Associates Corp.
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 21, 2000
(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).
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SCHEDULE 13D
(Amendment No. 10)
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
6,545,400
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
6,545,400
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,545,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9%
14 TYPE OF REPORTING PERSON*
PN
2
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SCHEDULE 13D
(Amendment No. 10)
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
6,545,400
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,545,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,545,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9%
14 TYPE OF REPORTING PERSON*
OO
3
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SCHEDULE 13D
(Amendment No. 10)
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
6,545,400
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,545,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,545,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9%
14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
(Amendment No. 10)
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 1,960,479 Shares purchased by the
Registrants not previously reported on a Schedule 13D by the Registrants was
$3,391,629. 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 August 21, 2000, High River and New Valley Corporation ("NVC")
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 "Stock
Purchase Agreement"), pursuant to which, among other things, High River
purchased 1,960,479 Shares from NVC for an aggregate purchase price of
$3,391,629. In addition, on August 21, 2000 High River entered into an agreement
with the Issuer (together with the Stock Purchase Agreement, the "Agreements").
Pursuant to the Agreements: (i) Richard J. Lampen, executive vice president and
general counsel of NVC, resigned from the Board of Directors of the Issuer,
effective as of August 21, 2000; (ii) George Hebard, a person recommended by
High River to fill the Board seat vacated by Mr. Lampen, was elected to the
Board of Directors of the Issuer, effective as of August 21, 2000; (iii) the
Issuer (a) acknowledged the assignment by NVC to High River of all of NVC's
rights under that certain Registration Rights Agreement dated as of July,
1997, by and between the Issuer and others, and (b) High River agreed that at
the request of the Issuer within the applicable period, High River would
purchase any of the Issuers 10 5/8% senior notes
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due 2004 that may be required by the holders thereof to be purchased by the
Issuer pursuant to Section 4.15 of the Indenture governing such notes.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on August 21, 2000, Registrants may be
deemed to beneficially own, in the aggregate, 6,545,400 Shares, representing
approximately 26.9% of the Issuer's outstanding Shares (based upon the
24,323,521 Shares stated to be outstanding as of June 30, 2000 by the Issuer in
the Issuer's Form 10-Q filing, filed with the Securities and Exchange Commission
for the period ended June 30, 2000).
(b) High River has sole voting power and sole dispositive power with
regard to 6,545,400 Shares. Riverdale has shared voting power and shared
dispositive power with regard to 6,545,400 Shares. Carl C. Icahn has shared
voting power and shared dispositive power with regard to 6,545,400 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 8/21/00 1,960,479 $1.73
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. 10 is hereby
incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
Exhibit 1. Stock Purchase Agreement dated as of August 21,
2000, between High River Limited Partnership and
New Valley Corporation
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Exhibit 2. Letter Agreement dated as of August 21, 2000, between
High River Limited Partnership and Panaco, Inc.
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: August 21, 2000
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. 10 to Schedule 13D
with respect to Panaco, Inc.]
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