MERRILL LYNCH & CO INC
SC 13G/A, 1995-02-14
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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<PAGE>
 
                                                              OMB APPROVAL
                                                     ---------------------------
                                                     OMB NUMBER        3235-0145
                                                     EXPIRES:   OCTOBER 31, 1994
                                                     ESTIMATED AVERAGE BURDEN
                                                     HOURS PER RESPONSE... 14.90

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  SCHEDULE 13G

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1)*


                                 INTRENET, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)



                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title Of Class of Securities)



                                   461190100
                                   ---------
                                (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>
 
CUSIP NO. 461190100                   13G                Page 2 of 7 Pages
 
 1      NAME OF REPORTING PERSON
        S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
        Merrill Lynch & Co., Inc.

 2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
                                                             (a) [_]
                                                             (b) [_]

 3      SEC USE ONLY

 4      CITIZENSHIP OR PLACE OF ORGANIZATION
 
        Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH  

        5       SOLE VOTING POWER

                None

        6       SHARED VOTING POWER

                0

        7       SOLE DISPOSITIVE POWER

                None

        8       SHARED DISPOSITIVE POWER

                0

 9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
        0

10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
        
11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
        0

12      TYPE OF REPORTING PERSON*
 
        HC, CO

                     *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
 
CUSIP NO. 461190100                   13G                Page 3 of 7 Pages
 
 1      NAME OF REPORTING PERSON
        S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
        Merrill Lynch, Pierce, Fenner & Smith Incorporated

 2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
                                                             (a) [_]
                                                             (b) [_]

 3      SEC USE ONLY

 4      CITIZENSHIP OR PLACE OF ORGANIZATION
 
        Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH  

        5       SOLE VOTING POWER

                None

        6       SHARED VOTING POWER

                0

        7       SOLE DISPOSITIVE POWER

                None

        8       SHARED DISPOSITIVE POWER

                0

 9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
        0

10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 

11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
        0

12      TYPE OF REPORTING PERSON*
 
        BD, CO

                     *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
 
                                  SCHEDULE 13G


Item 1 (a)    Name of Issuer:
              ---------------

              Intrenet, Inc.

Item 1 (b)    Address of Issuer's Principal Executive Offices:
              ----------------------------------------------- 

              7100 East Belleview Avenue
              Englewood, CO 80111
              
Item 2 (a)    Names of Persons Filing:
              ----------------------- 
              
              Merrill Lynch & Co., Inc.
              Merrill Lynch, Pierce, Fenner & Smith Incorporated
              
Item 2 (b)    Address of Principal Business Office, or, if None, Residence:
              ------------------------------------------------------------ 
              
              Merrill Lynch & Co., Inc.
              World Financial Center, North Tower
              250 Vesey Street
              New York, New York  10281
              
              Merrill Lynch, Pierce, Fenner & Smith Incorporated
              World Financial Center, North Tower
              250 Vesey Street
              New York, New York  10281
              
Item 2 (c)    Citizenship:
              ----------- 
              
              See Item 4 of Cover Pages
              
Item 2 (d)    Title of Class of Securities:
              ---------------------------- 
              
              Common Stock
              
Item 2 (e)    CUSIP Number:
              ------------ 
              
              461190100

Item 3

     Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company, in
accordance with (S) 240.13d-1(b)(ii)(G).  Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S") is a broker-dealer registered under Section 15 of the
Securities Exchange Act of 1934 (the "Act").

                               Page 4 of 7 Pages
<PAGE>
 
Item 4     Ownership
           ---------

     (a)   Amount Beneficially Owned:
 
           See Item 9 of Cover Pages.
 
     (b)   Percent of Class:
 
           See Item 11 of Cover Pages
 
     (c)   Number of shares as to which such person has:
 
           (i)   sole power to vote or to direct the vote:

                 See Item 5 of Cover Pages

           (ii)  shared power to vote or to direct the vote:

                 See Item 6 of Cover Pages
 
           (iii) sole power to dispose or to direct the disposition of:

                 See Item 7 of Cover Pages

           (iv)  shared power to dispose or to direct the disposition of:

                 See Item 8 of Cover Pages

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 person has ceased to be the beneficial owner
        of more than five percent of the class of securities, check the
        following   /X/.


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.
        -------------------------------------------------------- 

        See Exhibit A

Item 8  Identification and Classification of Members of the Group.
        --------------------------------------------------------- 

        Not Applicable

                               Page 5 of 7 Pages
<PAGE>
 
Item 9  Notice of Dissolution of Group.
        -------------------------------

        Not Applicable


Item 10 Certification.
        ------------- 

     By signing below each of the undersigned certifies that, to the best of
their 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.

Signature.
- --------- 

     After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.


Date:  February 14, 1995      Merrill Lynch & Co., Inc.

                                       /s/David L. Dick    .
                              ------------------------------
                              Name: David L. Dick
                              Title: Assistant Secretary

                              Merrill Lynch, Pierce, Fenner &
                               Smith Incorporated

                                       /s/David L. Dick     .
                              -------------------------------
                              Name: David L. Dick
                              Title: Attorney-in-Fact*



- ----------------
* Signed pursuant to a power of attorney, dated February 10, 1994, included as
an exhibit to Schedule 13G filed with the Securities and Exchange Commission by
Merrill Lynch & Co., Inc., et. al. on February 14, 1994 with respect to Koll
Real Estate Group.

                               Page 6 of 7 Pages
<PAGE>
 
                           EXHIBIT A TO SCHEDULE 13G
                           -------------------------

                   ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
                   -----------------------------------------

          One of the persons filing this report, Merrill Lynch & Co., Inc., a
Delaware corporation with its principal place of business at World Financial
Center, North Tower, 250 Vesey Street, New York, New York ("ML&Co."), is a
parent holding company pursuant to (S) 240-13d-1(b)(1)(G).  The relevant
subsidiary of ML&Co. is Merrill Lynch, Pierce, Fenner & Smith, Incorporated, a
Delaware corporation with is principal place of business at 250 Vesey Street,
New York, New York ("MLPF&S").  MLPF&S is a wholly-owned subsidiary of ML&Co.
and a broker-dealer registered pursuant to the Securities Exchange Act of 1934.

                               Page 7 of 7 Pages


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