INTRENET, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 22, 1996
The annual meeting of shareholders of Intrenet, Inc. will be held at 270
Park Avenue, Room F, Eleventh Floor, New York, New York, on Wednesday, May 22,
1996, at 9:30 a.m., New York City time, for the following purposes:
(1)To elect seven directors to serve until the next annual meeting of
shareholders and until their successors are elected and have qualified;
(2)To approve or disapprove the appointment of Arthur Andersen LLP as
auditors for the Company for 1996; and
(3)To transact such other business as may properly come before the
meeting.
All shareholders of record at the close of business on March 15, 1996, will
be eligible to vote.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS MEETING. WHETHER OR
NOT YOU EXPECT TO BE PRESENT, PLEASE FILL IN, DATE, SIGN AND RETURN THE
ENCLOSED PROXY FORM IN THE ACCOMPANYING ADDRESSED, POSTAGE-PREPAID ENVELOPE.
IF YOU ATTEND THE MEETING, YOUR PROXY WILL BE CANCELED.
Jonathan G. Usher, Secretary
(ANNUAL REPORT CONCURRENTLY MAILED)
<PAGE>
INTRENET, INC.
400 TECHNECENTER DRIVE
MILFORD, OHIO 45150
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 1996
This statement is being furnished on or about April 19, 1996, in connection
with the solicitation by the Board of Directors of Intrenet, Inc. (the
"Company") of proxies to be voted at the annual meeting of shareholders to be
held at 9:30 a.m., New York City time, on Wednesday, May 22, 1996 at 270 Park
Avenue, Room F, Eleventh Floor, New York, New York, for the purposes set forth
in the accompanying Notice.
At the close of business on March 15, 1996, the record date for the meeting,
there were 13,227,338 shares of common stock, without par value, of the Company
("Common Stock") outstanding and entitled to vote at the meeting. On all
matters, including the election of directors, each shareholder will have one
vote for each share held.
If the enclosed form of proxy is executed and returned, it may nevertheless
be revoked at any time before it is voted. If a shareholder executes more than
one proxy, the proxy having the latest date will revoke any earlier proxies.
Attendance in person at the meeting by a shareholder will constitute revocation
of a proxy, and the shareholder may vote in person.
Unless revoked, a proxy will be voted at the meeting in accordance with the
instructions of the shareholder in the proxy, or, if no instructions are given,
for the election as directors of all nominees listed under Proposal 1 and for
the proposal shown as Proposal 2. Assuming a quorum is present at the meeting,
directors will be elected by a plurality of the votes cast by the shares
entitled to vote in the election at the meeting. Approval of Proposal 2 is
subject to the vote of a greater number of shares favoring the proposal than
opposing it, assuming a quorum is present. A proxy may indicate that all or a
portion of the shares represented by such proxy are not being voted with
respect to a specific proposal. This could occur, for example, when a broker
is not permitted to vote shares held in street name on certain proposals in the
absence of instructions from the beneficial owner. Shares that are not voted
with respect to a specific proposal will be considered as not present and
entitled to vote on such proposal, even though such shares will be considered
present for purposes of determining a quorum and voting on other proposals.
Abstentions on a specific proposal will be considered as present, but not as
voting in favor of such proposal. Because none of the proposals to be
considered at the meeting requires the affirmative vote of a specified number
of outstanding shares (they require only a plurality or a majority of the
shares voted), neither the non-voting of shares nor abstentions on a specific
proposal will affect the determination of whether such proposal will be
approved.
The Board of Directors knows of no matters, other than those reported below,
which are to be brought before the meeting. However, if other matters properly
come before the meeting, it is the intention of the persons named in the
enclosed form of proxy to vote such proxy in accordance with their judgment on
such matters.
The cost of this solicitation of proxies will be borne by the Company.
<PAGE>
ELECTION OF DIRECTORS
NOMINEES
The Board of Directors has adopted a resolution reducing the number of
directors of the Company from nine to seven members effective as of the annual
meeting. Each director will hold office for a term of one year and until his
or her successor is elected and has qualified. It is the intention of the
persons named in the accompanying form of proxy to vote such proxy for the
election to the Board of Directors of the seven persons identified below, each
of whom is now a director. The Board of Directors has no reason to believe
that any of the nominees will be unable to serve if elected. If, for any
reason, one or more of such persons is unable to serve, it is the intention of
the persons named in the accompanying form of proxy to nominate such other
person(s) as director as they may in their discretion determine, in which event
the shares will be voted for such other person(s).
The names, ages and principal occupations of the nominees and other
directorships held by them are set forth below. Unless otherwise indicated in
the following table, the principal occupation of each nominee has been the same
for the last five years.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE PRINCIPAL OCCUPATION
<S> <C> <C> <C>
Jackson A. Baker 57 1993 President and CEO of the Company. Mr. Baker has been President and CEO since
January 1993. From January 1990 to December 1992, he was self-employed as a
transportation consultant. From February 1987 to December 1989, he was President and
COO of Sea-Land Service, Inc. (containerized shipping firm).
Eric C. Jackson 51 1993 Chief Executive Officer, Great Basin Southwest Trucks, Inc. (group of truck
dealerships).
Fernando Montero 49 1993 President, Hanseatic Corporation (financial and investment advisory services).
Edwin H. Morgens 54 1991 Chairman, Morgens, Waterfall, Vintiadis & Company, Inc. (financial services firm).
Mr. Morgens is a director of Sheffield Exploration Company and Programmers Paradise,
Inc. Mr. Morgens also serves as Chairman of the Board of the Company.
Thomas J. Noonan, Jr. 56 1990 Executive Vice President and Chief Financial Officer, Herman's Sporting Goods, from
July 1994 to present. From February 1993 to June 1994, he was a Managing Director and
Chief Executive Officer of TFGII, a management consulting firm. From March 1990 to
January 1993, Mr. Noonan was Executive Vice President of the Company. From April 1989
to March 1990, he was a consultant to the Company.
A. Torrey Reade 44 1991 President, Neptune Management Company, Inc. (investment management firm)
.
Philip Scaturro 57 1996 Executive Vice President and Managing Director, Allen & Company, Inc. (investment
banking firm) for more than the past five years. Mr. Scaturro is also a director of
United Asset Management Corporation and Savoy Pictures Entertainment, Inc.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ABOVE NOMINEES.
MEETINGS AND COMMITTEES
During 1995, the Board of Directors of the Company held 13 meetings. The
Board of Directors had an Audit Committee, a Compensation Committee and an
Incentive Compensation Committee during 1995. The Audit Committee, which
currently consists of Ms. Reade and Messrs. Noonan and Montero recommends the
appointment of the Company's auditors and meets with the auditors to discuss
accounting matters and internal controls. The Audit Committee met twice during
1995. The Compensation Committee, which currently consists of Messrs. Morgens,
Baker and Jackson and Joseph A. Ades (who is currently a director but not a
nominee for election), sets and reviews the compensation of executive
officers. The Compensation Committee met once during 1995. The Incentive
Compensation Committee was appointed to administer the Company's 1994 Stock
Option and Incentive Plan. The members of the Incentive Compensation Committee
are Messrs. Morgens, Ades and Jackson. The Incentive Compensation Committee
met once in 1995. The Nominating Committee, which currently consists of
Messrs. Morgens, Montero and Scaturro, recommends to the full Board persons for
nomination as directors. The Nominating Committee met once during 1995. No
director attended fewer than 75% of the aggregate of the total number of
meetings held in 1995 by the Board of Directors and its committees on which
such director served.
DIRECTOR COMPENSATION
Each non-officer director is paid a fee of $2,000 per quarter and an
attendance fee of $750 for each meeting of the Board, and $500 for each other
committee meeting attended.
SECTION 16(A) REPORTING
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of Common
Stock, to file reports of ownership with the Securities and Exchange Commission
and NASDAQ. Officers, directors and greater-than-ten-percent shareholders are
required to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on its review of copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during 1995, all filing
requirements applicable to its officers, directors, and
greater-than-ten-percent shareholders were complied with, except that
Jeffrey B. Stone (who is currently a director, but not a nominee for election)
filed a late Form 4 that was due in January 1996 reporting a purchase.
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and non-cash compensation for each
of the last three years awarded to or earned by the Chief Executive Officer and
the other executive officers of the Company. The Company had no other
executive officers serving at December 31, 1995.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
Name and Principal YEAR SALARY Long Term All Other
POSITION BONUS (1) COMPENSATION COMPENSATION
AWARDS (1)
Securities
Underlying
OPTIONS
<S> <C> <C> <C> <C>
Jackson A. Baker 1995 $300,000 $0 0 $1,000
President and Chief 1994 300,000 0 0 950
Executive 1993 276,923 0 200,000 435
Officer
James V. Davis 1995 $200,000 $25,000 0 $
Executive Vice President 1994 200,000 20,833 12,000 1,000
1993 76,923 0 100,000 750
435
Jonathan G. Usher 1995 $145,000 $25,000 0 $
Vice President - Finance 1994 146,428 40,000 12,000 1,000
and Chief 1993 140,000 35,000 0 600
Financial Officer 435
</TABLE>
__________
(1) Represents premiums paid for life and disability insurance coverage, and
matching contributions by the Company under the Intrenet Employee Retirement
Savings Plan (401(k) Plan).
OPTION EXERCISES AND COMPANY'S YEAR-END VALUES
Shown below is information with respect to the unexercised options to
purchase the Company's Common Stock granted in 1995 and prior years to the
persons named in the Summary Compensation Table and held by them at
December 31, 1995.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Acquired Underlying Unexercised In-the-Money Options at
NAME ON EXERCISE Value OPTIONS AT DECEMBER 31, 1995 DECEMBER 31, 1995 (1)
REALIZED
<S> <C> <C> <C> <C> <C> <C>
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
Jackson A. Baker --- --- 200,000 --- $ $0
50,000
James V. Davis --- --- 112,000 --- 0
Jonathan G. Usher --- --- 57,000 --- 33,750
</TABLE>
__________
(1) The closing price of the Company's Common Stock as reported by NASDAQ for
December 29, 1995 was $1.75. Value is calculated as the difference between
the exercise price and $1.75, multiplied by the number of "in-the-money"
shares of Common Stock underlying the options.
EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL ARRANGEMENTS
As of the date of this Proxy Statement, the Company has employment
agreements in effect with each of its executive officers.
The employment agreement with the Company's President and CEO, Jackson A.
Baker, became effective on January 19, 1993, and was for a term through
December 31, 1995. The agreement provides for an annual base salary of
$300,000. The agreement may be terminated by the Company's Board of Directors
with or without "cause." If the Company terminates the agreement without
cause, the agreement provides for a severance payment of $75,000. If such
termination occurs within 90 days after a "change in control," the severance
payment increases to $300,000. If the Company terminates the agreement with
cause, or if Mr. Baker terminates the agreement, dies or becomes disabled, then
there is no severance payment. The agreement was extended on a month-to-month
basis in December 1995.
The employment agreement with the Company's Executive Vice President,
James V. Davis, became effective on August 2, 1993 and is for a term through
June 30, 1996. The agreement provides for an annual base salary of $200,000.
The agreement may be terminated by the Board of Directors with or without
"cause." If the Company terminates the agreement without cause, the agreement
provides for a severance payment of $200,000. If the Company terminates the
agreement with cause or if Mr. Davis dies, becomes disabled or terminates the
agreement at any time other than within 90 days after a "change in control,"
there is no severance payment. If Mr. Davis terminates the agreement within
90 days after a change in control, Mr. Davis is entitled to a severance payment
equal to the greater of $200,000 or the total compensation, including bonus,
paid to him for the preceding year.
The employment agreement with the Company's Vice President - Finance and
Chief Financial Officer, Jonathan G. Usher, dated March 1, 1994, has a term
through February 28, 1996. In 1995, the agreement was extended to February 28,
1997. The agreement provides for an annual base salary of $145,000. The
agreement may be terminated by the Company or Mr. Usher either with or without
"cause," as defined in the agreement. If the Company terminates the agreement
without cause or if Mr. Usher terminates the agreement with cause, the
agreement provides for a severance payment of $145,000. The definition of
cause that would entitle Mr. Usher to such severance payment includes, but is
not limited to, a change in control of the Company. If the Company terminates
the agreement with cause or if Mr. Usher terminates the agreement without
cause, dies or becomes disabled, there is no severance payment.
OPTION PLANS
On August 15, 1992, the Board of Directors adopted the Company's 1992 Non-
qualified Stock Option Plan (the "1992 Plan"). The 1992 Plan authorized the
Board of Directors to grant options to purchase up to 590,000 shares of Common
Stock. Recipients of the options were employees of the Company or its
affiliates and certain independent contractors. No further options may be
granted under the 1992 Plan. At December 31, 1995, there were a total of
250,000 options outstanding under the 1992 Plan.
On April 6, 1993, the Board of Directors adopted the Company's 1993 Stock
Option and Incentive Plan (the "1993 Plan"). The 1993 Plan was approved by
shareholders on May 19, 1993. The 1993 Plan authorizes the Incentive
Compensation Committee of the Board of Directors to make awards of non-
qualified and incentive stock options and restricted stock to officers or key
employees of the Company and its subsidiaries. The total number of shares of
Common Stock available for awards is 1,000,000, subject to antidilution
adjustments. The 1993 Plan will terminate no later than April 6, 2003. At
December 31, 1995, 225,500 unexercised options were outstanding under the
1993 Plan. No options were granted during 1995 under the 1993 Plan to the
persons named in the Summary Compensation Table.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
During 1995, the Compensation Committee consisted of directors Morgens,
Baker, Ades and Jackson. None of the committee members are involved in a
relationship requiring disclosure as an interlocking executive officer/director
or under Item 404 of Regulation S-K or as a former officer or employee of the
Company.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL. The Compensation Committee decides, or recommends to the Board for
its decision, all matters of policy relating to compensation of executive
management. During 1995, the Compensation Committee consisted of Messrs.
Morgens, Baker, Ades, and Jackson. The Incentive Compensation Committee
approves grants of stock and options to purchase stock under the 1993 Stock
Option and Incentive Plan. During 1995, the Incentive Compensation Committee
consisted of Messrs. Morgens, Ades and Jackson.
Compensation programs for the Company's executive officers are designed to
attract, retain and motivate employees who will contribute to achievement of
corporate goals and objectives. Elements of executive compensation include
salaries, bonuses, and awards of stock and options to purchase stock, with the
latter two being discretionary. The Incentive Compensation Committee takes
into account factors relevant to the specific compensation component being
considered, including compensation paid by other business organizations of
comparable size and complexity, the generation of income and cash flow by the
business, the attainment of annual individual and business objectives and an
assessment of business performance against peer groups of companies in the
Company's business.
CEO COMPENSATION. Jackson A. Baker, the President and CEO, was paid a
salary of $300,000 for his services during 1995. The terms of Mr. Baker's
compensation were not altered during 1995, although Mr. Baker's compensation
arrangement was extended by the Board of Directors on a month-to-month basis
when his employment agreement expired in December 1995.
The Compensation Committee
Edwin H. Morgens
Jackson A. Baker
Eric C. Jackson
<PAGE>
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total shareholder return on the
Common Stock for the last four years with a cumulative total return on the
NASDAQ Stock Market (US) Index (the "NASDAQ Index") and the NASDAQ Trucking and
Transportation Stock Index (the "Trucking Index") over the same period assuming
the investment of $100 in the Company's Common Stock, the NASDAQ Index and the
Trucking Index on May 9, 1991, the date on which the Common Stock began trading
on NASDAQ. The Company believes that comparisons with earlier periods would
not be meaningful. The shareholder return shown on the graph is not
necessarily indicative of future performance.
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG
INTRENET, INC., THE NASDAQ STOCK MARKET (US) INDEX
AND THE NASDAQ TRUCKING AND TRANSPORTATION STOCK INDEX
<TABLE>
<CAPTION>
5/9/91 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
<S> <C> <C> <C> <C> <C> <C>
Intrenet 100.00 130.00 90.00 345.00 360.00 140.00
NASDAQ Index 100.00 120.00 140.00 160.00 160.00 230.32
Trucking Index 100.00 110.00 140.00 160.00 155.00 176.69
</TABLE>
<performance graph omitted>
APPOINTMENT OF AUDITORS
The appointment of Arthur Andersen LLP as auditors for the Company during
1996 is recommended by the Audit Committee of the Board of Directors and will
be submitted to the meeting in order to permit the shareholders to express
their approval or disapproval. In the event that the votes cast against the
proposal exceed those cast in favor, the selection of auditors will be made by
the Board of Directors. A representative of Arthur Andersen LLP is expected to
be present at the meeting and will be given an opportunity to make a statement
if he desires and to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF ARTHUR ANDERSEN LLP AS AUDITORS FOR THE
COMPANY DURING 1996.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the number of shares of Common Stock owned by
any person (including any group) known by management to beneficially own more
than 5% of the Common Stock as of March 15, 1996. Unless indicated otherwise
in a footnote, each individual or group possesses sole voting and investment
power with respect to the shares indicated as beneficially owned.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME AND ADDRESS OF BENEFICIALLY OF
BENEFICIAL OWNER OWNED CLASS
<S> <C> <C>
Morgens, Waterfall, Vintiadis &
Company, Inc. (1) 2,903,735 21.95%
610 Fifth Avenue
New York, NY 10020
Hanseatic Corporation and
Wolfgang Traber (2) 2,753,923 20.82%
450 Park Avenue
Suite 2302
New York, NY 10022
Allen Value Partners, L.P., et al. (3)2,196,218 16.60%
711 Fifth Avenue
New York, NY 10022
Brookhaven Capital Management Co., Ltd. (4)707,223 5.35%
3000 Sandhill Road, Building 4, Suite 130
Menlo Park, CA 94025
</TABLE>
__________
(1)The source of the information relating to this group of shareholders is
Amendment No. 2 to a statement filed with the Securities and Exchange
Commission by such group and dated January 19, 1993. Other members of the
group are: Phoenix Partners, Betje Partners, Phaeton International N.V.,
Morgens, Waterfall, Vintiadis Investments N.C., Restart Partners, L.P.,
Restart Partners II, L.P., Morgens, Waterfall, Vintiadis & Co., Inc.
Employees' Profit Sharing Plan, Morgens Waterfall Income Partners, Edwin H.
Morgens and Bruce Waterfall. Mr. Morgens is a director of the Company.
Each member of the group has disclaimed beneficial ownership of the
securities owned by other members of the group.
(2)The source of the information relating to this group of shareholders is a
statement filed with the Securities and Exchange Commission by such group
and dated January 19, 1993. Fernando Montero, President of Hanseatic
Corporation, is a director of the Company. Mr. Traber and management
officials of Hanseatic Corporation share beneficial ownership of the
securities owned by the group.
(3)The source of the information relating to this group of shareholders is a
statement filed with the Securities and Exchange Commission by such group
and dated January 19, 1993. Other members of the group are Allen Value
Limited and Allen Holding, Inc. Allen Holding, Inc. has disclaimed
beneficial ownership of the securities owned by other members except as to
Allen Holding, Inc.'s equity interest and profit participation in such
entities. Philip Scaturro, a director of the Company is Executive Vice
President and a Managing Director of Allen & Company, Inc., an affiliate of
the members of the group.
(4)The source of the information relating to this group of shareholders is a
statement filed with the Securities and Exchange Commission by such group
and dated October 26, 1994. Other members of the group are: Cadence Fund,
L.P., Vincent A. Carrino and Daniel R. Coleman. Certain members of the
group have disclaimed beneficial ownership of Common Stock by other members
of the group.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the number of shares of Common Stock
beneficially owned by all directors, each of the persons named in the Summary
Compensation Table and directors and executive officers as a group as of March
15, 1996. Unless indicated otherwise in a footnote, each person possesses sole
voting and investment power with respect to the shares indicated as
beneficially owned.
Number of Shares Percent
Name of Beneficially of
BENEFICIAL OWNER OWNED CLASS
Jackson A. Baker 531,672 (1) 4.02%
James V. Davis 112,000 (2) *
Eric C. Jackson 322,673 (3) 2.44%
Fernando Montero 2,753,923 (4) 20.82%
Edwin H. Morgens 2,903,735 (5) 21.95%
Thomas J. Noonan, Jr. 30,610 *
A. Torrey Reade 626,884 (6) 4.74%
Philip Scaturro 2,196,218 (7) 16.60%
Jonathan G. Usher 93,500 (8) *
All directors and executive officers 9,571,215 (9) 70.40%
as a group (9 persons)
__________
* Less than one percent.
(1) Includes 200,000 shares that may be purchased pursuant to stock options
that are exercisable within 60 days.
(2) Includes 112,000 shares that may be purchased pursuant to stock options
that are exercisable within 60 days.
(3) Includes 317,673 Shares owned of record by an affiliate of Mr. Jackson with
whom he shares voting and investment power.
(4) Represents shares owned of record by Hanseatic Corporation of which Mr.
Montero is President. Mr. Montero shares voting and investment power with
other management officials of Hanseatic Corporation and Wolfgang Traber.
(5) Represents shares owned of record by various entities who may be deemed
affiliates of Mr. Morgens. Mr. Morgens has disclaimed beneficial ownership
of such securities.
(6)Represents shares owned of record by various entities affiliated with
Ms. Reade. Ms. Reade has disclaimed beneficial ownership of such
securities.
(7) Represents shares owned of record by various entities who may be deemed
affiliates of Mr. Scaturro.
(8) Includes 57,000 shares that may be purchased pursuant to stock options that
are exercisable within 60 days.
(9) Includes 369,000 shares that may be purchased pursuant to stock options
that are exercisable within 60 days.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Great Basin Southwest Trucks, Inc. ("Great Basin"), a Salt Lake City-based
truck dealership, is an affiliate of director Eric C. Jackson. In 1995, Great
Basin sold approximately 290 tractors to unaffiliated leasing companies who in
turn leased the tractors to the Company's subsidiaries. The tractors had an
aggregate fair market value of approximately $20.3 million. As selling dealer,
Great Basin was paid a commission by the lessors equal to approximately 2% of
the fair market value of the tractors. During 1996, the Company expects to
lease an additional 295 tractors that will be sold by Great Basin to
unaffiliated lessors. Such tractors will have an aggregate fair market value
of approximately $20.6 million. The lessors will pay Great Basin a commission
of approximately 2%. The terms of the leases entered into with such leasing
companies are the result of arm's-length negotiations between the Company and
the lessors. The Company believes that the involvement of Great Basin as
selling dealer has not resulted and will not result in lease terms that are
less favorable to the Company than would otherwise be available to it. The
Company also purchases maintenance parts and services from Great Basin from
time to time. Total payments to Great Basin in 1995 for these services were
$1,164,000.
SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
The date by which shareholder proposals must be received by the Company for
inclusion in proxy materials relating to the 1996 Annual Meeting of
Shareholders is December 11, 1996.
ANNUAL REPORT ON FORM 10-K
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR 1995 AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING FINANCIAL STATEMENTS, BUT
EXCLUDING EXHIBITS, MAY BE OBTAINED WITHOUT CHARGE UPON REQUEST TO JONATHAN G.
USHER, INTRENET, INC., 400 TECHNECENTER DRIVE, SUITE 200, MILFORD, OHIO 45150,
(513) 576-6666.
INCORPORATION BY REFERENCE
To the extent this Proxy Statement has been or will be specifically
incorporated by reference into any filing by the Company under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
the sections of this Proxy Statement entitled "Compensation Committee Report on
Executive Compensation" and "Comparative Stock Performance" shall not be deemed
to be so incorporated unless specifically otherwise provided in any such
filing.
<PAGE>
[Form of Proxy]
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
INTRENET, INC.
The undersigned hereby appoints Jonathan G. Usher and Jackson A. Baker, or
either of them, proxies with power of substitution, and hereby authorizes them
to represent and vote, as designated on the other side, all the shares of
common stock of Intrenet, Inc. standing in the name of the undersigned with all
powers which the undersigned would possess if present at the annual meeting of
shareholders of the Company to be held May 22, 1995 or any adjournment thereof.
(Continued, and to be marked, dated and signed, on the other side)
=========
The Board of Directors recommends a vote FOR Items 1 and 2
WITHHELD
FOR FOR ALL
1-Election of Directors
Jackson A. Baker
Eric C. Jackson
Fernando Montero
Edwin H. Morgens
Thomas J. Noonan, Jr.
A. Torrey Reade
Philip Scaturro
________________________________
To withhold authority for a nominee, write the nominee's name in the above
space.
2-Appointment of FOR AGAINST ABSTAIN
Arthur Andersen LLP
as auditors for 1996
3-In their discretion on any other matters that may properly come before the
meeting.
Signature(s)___________________________________ Date__________
Note: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
