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): October 20, 2000
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PANACO, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 000-26662 43-1593374
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(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1100 Louisiana, Suite 5100, Houston, Texas 77002
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(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 August 21, 2000, PANACO, Inc. (the "Company") was informed that High River
Limited Partnership, a Delaware limited partnership ("High River") and affiliate
of Carl C. Icahn, had purchased additional shares of the Company's common stock.
In a Schedule 13D filed on such date, Mr. Icahn and his affiliates reported that
this purchase, when combined with shares already owned, increased their
aggregate ownership to 6,545,400 shares or 26.9% of the Company's outstanding
common stock.
This purchase constituted a "Change of Control," as defined in the Indenture
governing the PANACO 10 5/8% Senior Notes due 2004 (the "Notes"). The purchase
by High River required the Company to make a "Change of Control Offer" to
purchase all outstanding Notes at 101% of the principal amount thereof plus
accrued interest. On August 21, 2000, the Company reached an agreement with High
River that High River would purchase all Notes tendered pursuant to the Change
of Control Offer. The Change of Control Notice and Offer required by the terms
of the Indenture was sent to all holders of Notes on September 18, 2000.
On October 20, 2000, High River purchased all the Notes tendered pursuant to the
Change of Control Offer. This purchase increased High River's ownership in the
Notes to approximately 99% of the $100 million principal amount of Notes
outstanding.
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: October 26, 2000
PANACO, INC.
(Registrant)
By: /s/ Todd R. Bart
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Mr. Todd R. Bart
Chief Financial Officer
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