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 April 3, 1995
(Date of earliest event reported)
Intrenet, Inc.
(exact name of registrant as named in its charter)
Indiana
(State or other jurisdiction of incorporation)
0 - 14060 35 - 1597565
(Commission File Number) (IRS Employer Identification No.)
400 TechneCenter Drive, Suite 200
Milford, Ohio
45150
(Address of principal executive offices)
(513) - 576 - 6666
(Registrant's telephone number, including area code)
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Item 5. Other Events
On April 3, 1995, Intrenet, Inc. (the Company) issued the
following press release relating to the conversion of its 7%
Convertible Subordinated Debentures due 1998 :
" Intrenet announced today that effective March 31, 1995, all
of its $6 million principal value 7% percent Convertible
Subordinated Debentures due in 1998 were converted into
3,636,352 shares of common stock at a conversion price of $1.65
per share. The additional shares increase the total number of
shares outstanding to 13,162,728 as of March 31, 1995. The
conversion affects the Company's balance sheet significantly by
reducing indebtedness by nearly $6 million, while increasing
shareholders' equity to over $22 million. The conversion will
also reduce interest costs by $420,000 annually. Since December
31, 1992, the Company has reduced long-term debt by
approximately 50%, while increasing shareholders' equity nearly
ten-fold, from $2.4 million to over $22 million, as of March 31,
1995.
" The Company had previously issued a notice to the holders of
Debentures for redemption at a price of 107% percent of par, and
all elected to convert prior to the scheduled redemption. All
Debenture holders were the original holders who purchased common
stock and Debentures in a Private Offering in January, 1993.
" As previously announced, Intrenet reported strong earnings in
1994 of $5.2 million or $0.52 cents per share on a primary share
basis compared to $2.7 million, or $0.28 cents per share on a
similar basis in 1993. Revenues for 1994 climbed to $215
million up from $191 million in 1993. The Company continues to
expand its Company-operated fleet targeting 2,250 tractors by
the end of 1995, up from the 2,000 tractors it operated at year
end 1994. "
A Proforma Consolidated Balance Sheet at December 31, 1994
reflecting the effect on the December 31, 1994 balance sheet as
if the conversion had occurred on December 31, 1995 is included
with this report.
Item 7. Financial Statements, Pro Forma Information and Exhibits
a. Pro Forma Balance Sheet of Intrenet, Inc. at December 31, 1994
Signatures
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Intrenet, Inc.
By: Jonathan G. Usher, Vice President -
Finance, and Chief Financial Officer
Dated: April 3, 1995
<TABLE>
INTRENET, INC. AND SUBSIDIARIES
Pro Forma Consolidated Balance Sheet
At December 31, 1994
(In Thousands of dollars)
<CAPTION>
Unaudited Unaudited
As Filed Pro Pro Forma
in 1994 Forma After
Form 10-K Adjustments Conversion
<S> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 2,734 $ $ 2,734
Receivables, principally freight revenue less
allowance for doubtful accounts of $1,363 in 1994 20,177 20,177
Prepaid expenses and other 6,409 6,409
Total current assets 29,320 29,320
Property and equipment, at cost less accumulated
depreciation of $ 11,164 in 1994 27,976 27,976
Reorganization value in excess of amounts allocated
to identifiable assets, net of accumulated
amortization of $ 1,680 in 1994 8,451 8,451
Deferred tax assets, net of valuation allowance of
$ 4,884 in 1994 2,525 2,525
Other assets 786 786
Total assets $ 69,058 $ $ 69,058
Liabilities and Shareholders' Equity
Current liabilities:
Current notes payable to banks $ 2,000 $ $ 2,000
Current equipment borrowings and capital lease oblig. 5,425 5,425
Accounts payable and cash overdrafts 8,553 8,553
Current accrued claim liabilities 5,062 5,062
Other accrued expenses 7,149 7,149
Total current liabilities 28,189 28,189
Long-term notes payable to banks 5,000 5,000
7% convertible subordinated debentures 5,988 (5,988)<F1> 0
Long-term equipment borrowings and capital lease oblig. 11,303 11,303
Long-term accrued claim liabilities 2,000 2,000
Total liabilities 52,480 (5,988) 46,492
Shareholders' equity:
Common Stock, without par value 9,453 5,988 [A] 15,441
Retained earnings since January 1, 1991 7,125 7,125
Total shareholders' equity 16,578 5,988 22,566
Total liabilities and shareholders' equity $ 69,058 $ 0 $ 69,058
Notes to Pro Forma Balance Sheet at December 31, 1994:
<FN>
<F1>
[A] On March 31, 1995, the Company issued 3,636,352 shares of common stock upon conversion
million principal value of the Company's 7% Convertible Subordinated Debentures due 1998. T
Debentures had been called for redemption on April 7, 1995. The above Pro Forma presentati
the effect on the December 31, 1994 balance sheet had the conversion of the Debentures occu
on December 31, 1994.
Shares of common stock outstanding immediately prior to the March 31, 1995 conversion,
immediately thereafter, were as follows:
Shares outstanding immediately prior to conversion 9,525,826
Shares issued as a result of the conversion 3,636,352
Shares outstanding immediately after conversion 13,162,178
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