UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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INTRENET, INC.
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
461190100
(CUSIP Number)
--------------------------------
Paul A. Biddelman
Hanseatic Corporation
450 Park Avenue, Suite 2302
New York, New York 10022
(212) 832-3038
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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December 2, 1997
(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 Sections
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box.
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Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 240.13d-7(b) 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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CUSIP NO. 461190100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hanseatic Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
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(b)
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3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
2,753,923
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
2,753,923
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,753,923
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
--
<PAGE>
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3% (see footnote 1)
14 TYPE OF REPORTING PERSON*
CO
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(1) Based upon an aggregate of 13,550,638 shares outstanding, as
reported in the issuer's most recent proxy statement.
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<PAGE>
CUSIP NO. 461190100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wolfgang Traber
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
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(b)
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
--
8 SHARED VOTING POWER
2,753,923 (see footnote 1)
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
2,753,923 (see footnote 1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,753,923 (see footnote 1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
-----
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3% (see footnote 2)
14 TYPE OF REPORTING PERSON*
IN
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(1) Represents shares beneficially owned by Hanseatic
Corporation; Wolfgang Traber holds in excess of a majority of
the shares of capital stock of Hanseatic Corporation.
(2) Based upon an aggregate of 13,550,638 shares outstanding, as
reported in the issuer's most recent proxy statement.
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<PAGE>
INTRODUCTORY STATEMENT
Pursuant to Reg. Section 240.13d-2, this Amendment No. 1 to
Schedule 13D discloses changes in the Statement on Schedule 13D
dated January 19, 1993 (the "Initial Statement on Schedule 13D"),
filed jointly by Hanseatic Corporation ("Hanseatic") and Wolfgang
Traber (the "Stockholder"); and, pursuant to Reg. Section
232.101(a)(2)(ii), this Amendment No. 1 restates in its entirety
the text of the Initial Statement on Schedule 13D previously filed
in paper format, as hereby amended. No person or entity responding
hereunder shall be responsible for the completeness or accuracy of
any information contained herein with respect to any other person
or entity.
Item 1. Security and Issuer.
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This statement relates to shares of the common stock, without
par value (the "Common Stock"), of Intrenet, Inc., an Indiana
corporation (the "Corporation"). The principal executive offices
of the Corporation are located at 400 TechneCenter Drive, Suite
200, Milford, Ohio 45150.
Item 2. Identity and Background.
-----------------------
This statement is filed jointly, pursuant to Rule 13d-
1(f)(1), by Hanseatic and by the Stockholder, who holds in excess
of a majority of the shares of capital stock of Hanseatic.
Hanseatic, whose principal business is investing, has its
principal business and offices at 450 Park Avenue, Suite 2302, New
York, New York 10022. The names, citizenship,business or residence
address and principal occupation of the Stockholder and of each
executive officer and director of Hanseatic is set forth in Annex
1 attached hereto, which information is incorporated herein by
reference. No person or entity responding hereunder shall be
responsible for the completeness or accuracy of any information
contained herein with respect to any other person or entity.
During the last five years, neither Hanseatic nor the
Stockholder, nor to the best of the knowledge of Hanseatic, any
executive officer, director or controlling person of Hanseatic
identified in Annex 1, has (a) been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors)
or (b) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, and as a result of
which it or he was or is subject to a judgment, decree or final
order enjoining future violation of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violations with respect to such laws.
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<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The funds, in the aggregate amount of $4,000,800, used by
Hanseatic in purchasing the 1,333,600 shares (the "1993 Shares")
of Common Stock, and the 7% Convertible Subordinated Debenture
(the "Hanseatic Debenture"), acquired on January 19, 1993 were
provided by certain clients of Hanseatic for whom Hanseatic
invests on a discretionary basis. On March 31, 1995, the Hanseatic
Debenture (in the aggregate principal amount of $2,000,400) was
converted into an aggregate of 1,212,363 shares of Common Stock.
In addition, effective January 1, 1996, a participating interest
in an aggregate of 2,753,923 shares of Common Stock theretofore
beneficially owned, within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
by Hanseatic were contributed to Hanseatic Americas LDC, a
Bahamian limited duration company in which the sole managing
member is Hansabel Partners, L.L.C., a Delaware limited liability
company in which the sole managing member is Hanseatic.
Item 4. Purpose of Transaction.
----------------------
On December 2, 1997, Fernando Montero, in connection with his
resignation as President of Hanseatic, resigned as a director of
the Corporation. Accordingly, Hanseatic holds all securities of
the Corporation which it presently owns as an investment in the
per-formance of the Corporation, seeking appreciation thereof
through the efforts of current management of the Corporation.
Hanseatic intends to continue to review its investment in the
Corporation and to discuss with management the Corporation's
strategies, goals and operations, and Hanseatic may in the future
change its present course of action with a view towards
influencing the strategic goals and operations of the Corporation,
and may acquire additional shares of Common Stock. On the other
hand, Hanseatic may determine to dispose of all or a portion of
the Common Stock which it now owns or may hereafter acquire, in
open market brokerage transactions in the over-the-counter market
or through other means. Hanseatic has not made any determination
with respect to any such course of action, and has not formulated
any arrangements or understandings or entered into any commitments
with respect thereto. In reaching any conclusions as to the
foregoing, Hanseatic will take into account various factors,
including the Corporation's business and prospects, general
economic conditions and money and stock market conditions.
Pursuant to Rule 13d-4, any statements by the Stockholder
herein shall not be construed as an admission that the Stockholder
is, for purposes of Section 13(d) or 13(g) of the Exchange Act the
beneficial owner of any securities of the Corporation. The
Stockholder does not intend to exercise any power to vote or to
direct the vote, or to dispose or to direct the disposition of any
securities of the Corporation that he may be deemed beneficially
to own except as determined by management of Hanseatic.
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Except as stated in response to this Item 4, neither
Hanseatic nor the Stockholder have any plans or proposals which
relate to or would result in any other action specified in clauses
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a) As of April 20, 1998, Hanseatic beneficially owned, for
purposes of Rule 13d-3 under the Exchange Act, 2,753,923 shares of
Common Stock, constituting, to the best of the knowledge of
Hanseatic, 20.3% of the issued and outstanding shares of Common
Stock. The foregoing calculation is based upon an aggregate of
13,550,638 shares of Common Stock outstanding, as reported in the
Corporation's most recent proxy statement.
The Stockholder holds in excess of a majority of the shares
of capital stock of Hanseatic and, accordingly, may be deemed
beneficially to own the securities of the Corporation held by
Hanseatic. As disclosed by such persons to Hanseatic, none of the
executive officers or directors of Hanseatic set forth on Annex 1
to the Amended Statement on Schedule 13D beneficially own any
shares of the Common Stock.
(b) All of the shares stated above as beneficially owned by
Hanseatic are held by Hanseatic with sole power to vote or to
direct the vote thereof, and with sole power to dispose or to
direct the disposition thereof. All securities of the Corporation
that may be deemed to be beneficially owned by the Stockholder are
held with shared power to vote or to direct the vote thereof, and
with shared power to dispose or to direct the disposition thereof,
with Hanseatic.
(c) Not applicable.
(d) The right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, 2,753,923
shares of Common Stock, constituting approximately 20.3% of the
outstanding Common Stock, is held by Hanseatic Americas LDC, a
Bahamian limited duration company in which the sole managing
member is Hansabel Partners, L.L.C., a Delaware limited liability
company in which the sole managing member is Hanseatic.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Corporation.
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The Investment Agreement dated January 15, 1993 (the
"Investment Agreement") between the Corporation and Hanseatic
prohibits the transfer of the 1993 Shares except in compliance <PAGE>
<PAGE>
with the Securities Act of 1933, as amended. A copy of the
Investment Agreement is annexed to this statement as Exhibit B and
by this reference incorporated in its entirety in response to this
item.
Except for the Investment Agreement, neither Hanseatic nor
the Stockholder, nor, to the best of the knowledge of Hanseatic,
any of the executive officers or directors listed in Annex 1, is
a party to any contract, arrangement, understanding or
relationship (legal or otherwise), with continuing effect, with
any person with respect to any securities of the Corporation,
including, but not limited to, the transfer or voting of any such
securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guaranties of profits, divisions of
profit or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
---------------------------------
Exhibit A - Agreement pursuant to Rule 13d-1(f)(iii)
Exhibit B - Investment Agreement dated January 15, 1993
between Intrenet, Inc. and Hanseatic
Corporation.*
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* Previously filed in paper format.
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SIGNATURE
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After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this
statement is true, complete and correct.
Dated: April 20, 1998 HANSEATIC CORPORATION
By s/Paul A. Biddelman
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Paul A. Biddelman, President
Dated: April 20, 1998 s/Wolfgang Traber
-------------------------------
Wolfgang Traber
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<TABLE>
Annex 1
<CAPTION>
Principal
Name and Occupation,
Business or Relationship Employer and
Residence to Hanseatic Address of
Address Citizenship Corporation Employer
- ----------- ----------- ------------ -----------
<S> <C> <C> <C>
Gustav zu Germany Director Managing Director
Salm-Horstmar DHW Limited
DHW Limited Brettenham House
Brettenham House 5 Lancaster Place
5 Lancaster Place London, WC2E 7EN
London, WC2E 7EN England
England
Constantin R. Boden United States Director Principal
Boden Partners LLC Boden Partners LLC
450 Park Avenue 450 Park Avenue
New York, NY 10022 New York, NY 10022
Paul A. Biddelman United States President President
Hanseatic Corporation Hanseatic Corporation
450 Park Avenue 450 Park Avenue
Suite 2302 Suite 2302
New York, NY 10022 New York, NY 10022
Benjamin Schliemann Germany Vice President Vice President
Hanseatic Corporation Hanseatic Corporation
450 Park Avenue 450 Park Avenue
Suite 2302 Suite 2302
New York, NY 10022 New York, NY 10022
Mary Burkett United States Treasurer Treasurer
Hanseatic Corporation Hanseatic Corporation
450 Park Avenue 450 Park Avenue
Suite 2302 Suite 2302
New York, NY 10022 New York, NY 10022
</TABLE>
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INDEX TO EXHIBITS
Exhibit A - Agreement pursuant to Rule 13d-
1(f)(iii)
Exhibit B - Investment Agreement dated January
15, 1993 between Intrenet, Inc. and
Hanseatic Corporation.*
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* Previously filed in paper format.
EXHIBIT A
Pursuant to Rule 13d-1(f)(l)(iii) promulgated by the
Securities and Exchange Commission, the undersigned agree that the
statement to which this Exhibit is attached is filed on their
behalf and in the capacities set out herein below.
Dated: April 20, 1998 HANSEATIC CORPORATION
By s/Paul A. Biddelman
----------------------------
Paul A. Biddelman, President
Dated: April 20, 1998 s/Wolfgang Traber
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Wolfgang Traber
