SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to <section>240.14a-11(c) or
<section>240.14a-12
INTRENET, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
1) Title of each class of securities to which
transaction applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
INTRENET, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 19, 1999
The annual meeting of shareholders of Intrenet, Inc. will be held at
270 Park Avenue, Conference Room G, Eleventh Floor, New York, New York, on
Wednesday, May 19, 1999, at 9:30 a.m., New York City time, for the following
purposes:
(1) To elect nine 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 1999;
(3) To approve or disapprove the restoration of voting
rights to certain "control shares" as defined by Indiana law; and
(4) To transact such other business as may properly come
before the meeting.
All shareholders of record at the close of business on April 9, 1999,
are eligible to vote.
THE PROXY STATEMENT DESCRIBES YOUR RIGHTS TO DISSENT FROM PROPOSAL 3 AND
THE PROCEDURES YOU MUST FOLLOW TO EXERCISE THOSE RIGHTS.
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.
Roger T. Burbage, Secretary
(ANNUAL REPORT CONCURRENTLY MAILED)
<PAGE>
INTRENET, INC.
400 TECHNECENTER DRIVE
MILFORD, OHIO 45150
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 19, 1999
This statement is being furnished on or about April 26, 1999, 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 19, 1999, at
270 Park Avenue, Conference Room G, Eleventh Floor, New York, New York, for
the purposes set forth in the accompanying Notice.
At the close of business on April 9, 1999, the record date for the
meeting, there were 13,674,066 shares of common stock, without par value, of
the Company ("Common Stock") outstanding and entitled to vote at the meeting.
On all matters other than Proposal 3, each shareholder will have one (1) vote
for each share held. "Interested shares" as defined by Indiana law are not
eligible to vote on Proposal 3. See "Proposal 3: Restoration of Voting
Rights to Control Shares."
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, "with authority" for the election as directors of all nominees listed
under Proposal 1, "for" the proposal shown as Proposal 2, and "for" the
proposal shown as Proposal 3. 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 requires that the number of votes in favor of the
proposal be greater than the number opposing it. Approval of Proposal 3
requires the affirmative vote of a majority of shares entitled to vote on such
matter.
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. Neither the non-voting of shares nor abstentions on a specific
proposal will affect either the election of directors or Proposal 2; however,
a non-vote or abstention on Proposal 3 will have the practical effect of a
vote against since approval of Proposal 3 requires the affirmative vote of a
majority of shares entitled to vote on such matter.
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.
PROPOSAL 1: ELECTION OF DIRECTORS
NOMINEES
At the annual meeting, nine directors are to be elected. Each director
will hold office for a term of one year and until his 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 nine 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>
NAME AGE Director PRINCIPAL OCCUPATION
SINCE
<S> <C> <C> <C>
Vincent A. Carrino 43 1999 President and sole shareholder of Brookhaven Capital
Management Co., Ltd. (an investment fund) and the
Manager and Principal Member of Brookhaven Capital
Management LLC (an investment fund) since 1986.
John P. Delavan 46 1996 President and CEO of the Company. Mr. Delavan has
been President and CEO since June 1996. From 1991 to
June 1996, he was President and Chief Executive
Officer of Landstar Inway, Inc. (a truckload carrier
subsidiary of Landstar Systems, Inc.). Mr. Delavan
is also a director of Ultracare, Inc.
Robert B. Fagenson 50 1999 Chairman of Fagenson & Company, Inc. (a registered
broker-dealer) since 1973. Mr. Fagenson has also
been a director of the New York Stock Exchange since
1993, and an executive officer of Starr Securities,
Inc. (a registered broker-dealer) since 1973.
Mr. Fagenson is also a director of Rent-Way, Inc.,
Hudson Hotels, Inc., United Diagnostic, Inc., Cash
Technologies Corp., and The New York Stock Exchange,
Inc.
Ned N. Fleming, III 38 1997 President and Director of Spinnaker Industries, Inc.
(a diversified manufacturing company) since June
1994, and a principal of Boyle Fleming & Company,
Inc. (an investment banking firm) since May 1993.
From 1988 to 1993, Mr. Fleming was an associate with
Cardinal Investment Company, Inc., an investment
concern.
Eric C. Jackson 54 1993 Chief Executive Officer, Great Basin Companies (a
group of truck dealerships).
Edwin H. Morgens 57 1991 Chairman, Morgens, Waterfall, Vintiadis & Company,
Inc. (a financial services firm). Mr. Morgens is a
director of TransMontaigne, Inc. and Programmers
Paradise, Inc. Mr. Morgens also serves as Chairman of
the Board of the Company.
Thomas J. Noonan, Jr. 59 1990 Chief Restructuring Officer, R&S Strauss, WSR, Inc.
(an automotive specialty retailer company). From
July 1994 to August 1998, he was Executive Vice
President and Chief Financial Officer, Herman's
Sporting Goods (a retailer), which filed for
bankruptcy under Chapter 11 on April 26, 1996. 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. Mr. Noonan is also a director of
Richman Gordman 1/2 Price Stores and Elder Beerman
Stores Corp.
Gerald Anthony Ryan 63 1999 Chairman of Rent-Way, Inc. (a rental purchase
industry company) since 1981. Mr. Ryan has also been
the Chairman of Spectrum Control, Inc. (an electronic
filters company) since 1968, the Chairman of
Automated Industrial Systems (a laser and ink marking
company) since 1980, the President-Chairman of Erie
Business Management Corp. (a Hawaiian tourist
publication company) since 1975, and the Chairman and
Chief Executive Officer for Waterfront Restaurant,
Inc. since 1993.
Philip Scaturro 60 1996 Executive Vice President and Managing Director,
Allen & Company, Inc. (an investment banking firm)
for more than the past five years. Mr. Scaturro is
also a director of United Asset Management
Corporation.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ABOVE NOMINEES.
ARRANGEMENTS AND UNDERSTANDINGS WITH RESPECT TO THE ELECTION OF DIRECTORS
The Company and certain of its shareholders entered into an agreement
dated as of March 18, 1999 (the "Shareholders Agreement"), with Brookhaven
Capital Management Co., Ltd., Brookhaven Capital Management, LLC, Vincent
Andrew Carrino, Watershed Partners, L.P., Piton Partners, L.P., Watershed
(Cayman) Ltd., Robert B. Fagenson, and Gerald Anthony Ryan (the "Brookhaven
Group"). The Shareholders Agreement provides that the Brookhaven Group has
the right to designate three persons for election to the Board of Directors of
the Corporation, and that the other shareholders who are parties to the
Shareholders Agreement have the right to designate the remaining six members
of the Board of Directors. The Brookhaven Group has designated Messrs.
Carrino, Fagenson, and Ryan as its designees. The other shareholders have
designated the other six current members of the Board of Directors as their
designees.
MEETINGS AND COMMITTEES
During 1998, the Board of Directors of the Company held six meetings.
During the period in 1998 for which he served as a director, no director
attended fewer than 75% of the aggregate of the total number of meetings held
in 1998 by the Board of Directors and its committees on which such director
served.
The Board of Directors had an Audit Committee, a Compensation
Committee, an Incentive Compensation Committee, a Nominating Committee and a
Strategy Committee during 1998.
The Audit Committee, which currently consists of Messrs. Noonan and
Fleming, 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 1998.
The Compensation Committee, which currently consists of Messrs.
Morgens, Jackson and Scaturro, sets and reviews the compensation of executive
officers. The Compensation Committee held one meeting together with the Board
of Directors during 1998.
The Incentive Compensation Committee, which currently consists of
Messrs. Morgens, Jackson and Scaturro, administers the Company's 1993 Stock
Option and Incentive Plan. The Incentive Compensation Committee did not meet
in 1998.
The Nominating Committee, which currently consists of Messrs. Morgens
and Scaturro, recommends to the full Board persons for nomination as
directors. In considering persons to nominate, the Nominating Committee will
consider persons nominated by shareholders. Shareholders who wish to nominate
persons for election as directors must comply with the advance notice
provisions of the Company's By-Laws. A copy of such provisions is available
upon request to the Secretary. The Nominating Committee held no meetings
during 1998.
The Strategy Committee, which currently consists of Messrs. Fleming,
Delavan and Jackson, was formed for the purpose of developing a strategic
direction for the Company. The Strategy Committee held one meeting during
1998.
DIRECTOR COMPENSATION
Each non-officer director is currently paid a fee of $500 per quarter
and an attendance fee of $750 for each meeting of the Board, and $500 for each
other committee meeting attended. Effective March 8, 1999, the fee paid for
telephonic meetings was set at $500 for each telephonic meeting.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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. 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 1998, all filing
requirements applicable to its officers, directors, and greater-than-ten-
percent shareholders were complied with, except that Mr. Jackson filed a
report on Form 4 in April 1999 reporting a transaction which occurred in
January 1999.
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 during 1998 and the other executive officer of the Company during
1998.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
Awards
Securities
Name and Other Annual Underlying All Other
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION (1)
<S> <C> <C> <C> <C> <C> <C>
John P. Delavan 1998 $195,192 $ 0 $ 0 $ 0 $1,000
President and Chief 1997 175,000 0 0 0 1,000
Executive Officer 1996 90,865 0 0 183,333 100
Roger T. Burbage 1998 $150,000 $ 0 $ 0 $ 0 $ 100
Executive Vice President 1997 120,309 0 0 100,000 100
and Chief Financial Officer 1996 0 0 0 0 0
</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 1998 and prior years to the persons named in the
Summary Compensation Table and held by them at December 31, 1998.
The Company did not grant any options in 1998.
Number of
<TABLE>
<CAPTION>
Shares Securities Underlying Value of Unexercised
Acquired on Value Unexercised Options In-the-Money Options at
NAME EXERCISE REALIZED AT DECEMBER 31, 1998 DECEMBER 31, 1998 (1)
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
John P. Delavan --- --- 116,667 66,667 $145,834 $83,333
Roger T. Burbage --- --- 100,000 --- 125,000 ---
</TABLE>
_______________
(1) The closing price of the Company's Common Stock as
reported by NASDAQ for December 31, 1998, was $3.375.
Value is calculated as the difference between the
exercise price and $3.375, multiplied by the number of
shares underlying "in-the-money" options.
EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL ARRANGEMENTS
The Company has an employment agreement with Mr. Delavan
for a term through June 30, 2000. The agreement provides for an
annual base compensation of $220,000. The agreement may be
terminated by the Company's Board of Directors with or without
"cause." If the Company terminates the agreement without cause
during the first two years of the term, Mr. Delavan would be
entitled to receive an amount equal to the base compensation
payable for the remaining portion of such two-year period. If
the Company terminates the agreement with cause, or if
Mr. Delavan terminates the agreement, dies or becomes disabled,
there is no similar payment.
The Company has an employment agreement with Roger T.
Burbage to serve as Chief Financial Officer for a term through
March 10, 2001. The agreement provides for an annual base
compensation of $185,000. The agreement may be terminated by the
Company's Board of Directors with or without "cause." If the
Company terminates the agreement without cause during the first
two years of the term, Mr. Burbage would be entitled to receive
an amount equal to the base compensation payable for the
remaining portion of such two-year period. If the Company
terminates the agreement with cause, or if Mr. Burbage
terminates the agreement, dies or becomes disabled, there is no
similar 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, 1998, 35,000
unexercised options were outstanding under the 1992 Plan. The
exercise period of these options was extended to August 15, 1999.
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, 1998, 759,333 unexercised
options were outstanding under the 1993 Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1998, the Compensation Committee included Messrs.
Morgens, Jackson and Scaturro. No member of the Compensation
Committee is 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 1998,
the Compensation Committee consisted of Messrs. Morgens, Jackson
and Scaturro. The Incentive Compensation Committee approves
grants of stock and options to purchase stock under the 1993
Stock Option and Incentive Plan. During 1998, the Incentive
Compensation Committee consisted of Messrs. Morgens, Jackson and
Scaturro.
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.
In 1998, the Company amended John P. Delavan's employment
contract to extend it through June 30, 2000. The amendment also
increased Mr. Delavan's annual compensation from $175,000 to
$220,000.
The Compensation Committee
Edwin H. Morgens
Eric C. Jackson
Philip Scaturro
<PAGE>
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total shareholder
return on the Common Stock for the last five 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 the first trading day of January
1994. The shareholder return shown on the graph is not
necessarily indicative of future performance.
<TABLE>
<CAPTION>
01/03/94 12/30/94 12/29/95 12/31/96 12/31/97 12/31/98
<S> <C> <C> <C> <C> <C> <C>
INTRENET 100.00 104.35 40.58 55.07 66.67 78.26
NASDAQ INDEX 100.00 97.75 138.66 170.01 208.30 293.52
TRUCKING INDEX 100.00 90.68 105.80 116.78 149.48 132.66
</TABLE>
[GRAPH]
PROPOSAL 2: APPOINTMENT OF AUDITORS
The appointment of Arthur Andersen LLP as auditors for
the Company during 1999 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 1999.
PROPOSAL 3: RESTORATION OF VOTING RIGHTS
TO "CONTROL SHARES"
Under the control share provisions, Ind.
Code <section><section>23-1-42-1 to -11 (the "Control Share
Provisions"), of the Indiana Business Corporation Law (the
"IBCL"), an acquisition of the power to vote shares of an issuing
public corporation which allows for the exercise of voting power
within certain ranges causes those shares to lose their voting
rights. In a series of transactions commencing in 1998, the
Brookhaven Group acquired the power to vote in excess of one-
third (33-1/3%) of all voting power of the Company's outstanding
shares, triggering the Control Share Provisions at the second
range contemplated in the statute. The Brookhaven Group
presently owns an aggregate of 4,603,913 shares or 33.7% of all
outstanding shares. The Company believes that at least
2,432,783 shares now owned by the Brookhaven Group ("Control
Shares") have lost their voting rights unless the Company's
shareholders vote to restore voting rights in accordance with the
Control Share Provisions.
If the shareholders vote to approve this proposal, the
Brookhaven Group will have full voting rights with respect to all
of the shares of the Company's common stock that it beneficially
owns. If the shareholders vote to reject this proposal, the
Brookhaven Group will only be able to exercise voting rights with
respect to its shares that are not Control Shares.
Under the Control Share Provisions, "interested shares"
are not eligible to vote on this proposal. Solely with respect
to the vote on this proposal, all "interested shares" otherwise
entitled to vote will be excluded from the calculation of a
majority of the voting power. "Interested shares" include all
shares of the Company's common stock held by the following
shareholders: the Brookhaven Group, as the owner of the control
shares at issue; all officers of the Company; and each employee
of the Company who also serves as a director.
As of the record date for the meeting, there were a total
of 7,531,851 shares which are "interested shares" within the
meaning of the Control Share Provisions. The affirmative vote of
3,077,250 shares or a majority of the shares outstanding on the
record date less interested shares is required to approve
Proposal 3.
Under the Shareholders Agreement, the holders of
3,030,417 outstanding shares have agreed to vote their shares in
favor of the proposal.
The Board of Directors' recommendation that shareholders
vote for this proposal is based on the Board of Director's belief
that the terms of the Shareholders Agreement provide adequate
protection for a reasonable period of time (18 months) against
the Brookhaven Group or its transferee acquiring control of the
Company without the payment of an acquisition premium. The Board
of Directors also took into account the level of ownership among
other members of the Board of Directors which makes an
acquisition of control of the Company unlikely at this time.
Finally, the Board of Directors recognized the significant
investment that the Brookhaven Group has made in the Company and
believes that Messrs. Carrino, Fagenson, and Ryan, who are now
directors, will make significant contributions to the management
of the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR RESTORATION OF VOTING RIGHTS TO CONTROL
SHARES OWNED BY THE BROOKHAVEN GROUP.
DISSENTERS' RIGHTS
The rights of the Company's shareholders who choose to
dissent from Proposal 3 are governed by the dissenting
shareholder provisions (Ind. Code <section><section>23-1-44-1
to -20) of the IBCL.
Any shareholder who wishes to assert dissenters' rights
must deliver to the Company a written notice stating that
shareholder's intent to demand payment for the shareholder's
shares. This notice should be addressed to Intrenet, Inc.,
400 Technecenter Drive, Milford, Ohio 45150. The shareholder's
notice must be delivered to the Company before the vote is taken
at the Annual Shareholder's Meeting and the shareholder must not
vote in favor of Proposal 3. Shareholders who wish to exercise
dissenters' rights must exercise them as to all shares they own.
Shareholders who own shares beneficially but not of record must,
in addition to the other requirements described herein, submit to
the Company the consent of the record holders of such shares no
later than the time dissenters' rights are asserted. Any
shareholder who fails to deliver the shareholder's notice or
votes in favor of Proposal 3 will not be entitled to payment for
his shares under dissenters' rights according to the IBCL.
If Proposal 3 is approved at the special meeting, the
Company will deliver a written dissenters' notice to all
shareholders who notified the Company that they intended to
demand payment for their shares and who did not vote in favor of
Proposal 3. This dissenters' notice must be sent no later than
ten days after approval of Proposal 3 by shareholders and must
(i) state where demand for payment should be sent and where and
when certificates for shares should be deposited; (ii) inform
holders of uncertificated shares of the extent of transfer
restrictions imposed upon such shares after the demand for
payment is received; (iii) supply a form for demanding payment
for shares that includes the date of the first announcement to
the news media or to shareholders of the terms of the Proposal,
which in the case of this Proposal 3 was March 19, 1999, and
requires that the person asserting dissenters' rights certify
whether or not the person acquired beneficial ownership of the
shares before that date; (iv) establish a date by which the
Company must receive a demand for payment, which date shall be no
less than 30 nor more than 60 days after the dissenters' notice
is delivered; and (v) be accompanied by a copy of the provisions
of the IBCL pertaining to dissenters' rights. A dissenting
shareholder must demand payment, certify whether beneficial
ownership of his shares was acquired before the date set forth in
the dissenters' notice and deposit his certificates in accordance
with the terms of such notice. Any shareholder who demands
payment and deposits shares in accordance with the terms of the
dissenters' notice shall retain all other rights as a shareholder
until the rights are canceled or modified by approval of
Proposal 3. Any shareholder who fails to demand payment or
deposit shares as required by the dissenters' notice by the
respective dates set forth therein will not be entitled to
payment for his shares and shall be considered to have voted in
favor of Proposal 3.
If a dissenting shareholder was the beneficial owner of
his shares on or before March 19, 1998 (a "Pre-Announcement
Shareholder"), the IBCL requires the Company to pay such
shareholder the amount the Company estimates to be the fair value
of his shares. Payment shall be made as soon as Proposal 3 is
approved and must be accompanied by year-end and interim
financial statements of the Company, a statement of the Company's
estimate of the fair value of the shares, a statement of the
dissenting shareholder's right to demand payment, and a copy of
the provisions of the IBCL pertaining to dissenters' rights. If
a dissenting shareholder was not the beneficial owner of his
shares prior to March 19, 1998 (a "Post-Announcement
Shareholder"), the Company may elect to withhold payment of the
fair value of the dissenting shareholder's shares. To the extent
such payment is withheld, the Company is required to estimate the
fair value of the dissenting shareholder's rights and offer to
pay this amount to each Post-Announcement Shareholder who agrees
to accept it in full satisfaction of his demand. The offer must
be accompanied by a statement of the Company's estimate of value
and a statement of the dissenting shareholder's right to demand
payment under the IBCL.
The IBCL provides that a dissenting shareholder may
notify the Company in writing of his estimate of the fair value
of his shares and demand payment of the amount of such estimate
(less any payment already made by the Company), or reject the
Company's offer (if a Post-Announcement Shareholder) and demand
payment of the fair value of his shares if (i) the dissenter
believes the amount paid or offered is less than the fair value
of his shares, (ii) the Company fails to pay Pre-Announcement
Shareholders within 60 days after the date set for demanding
payment, or (iii) if Proposal 3 is not approved, the Company
fails to return the deposited certificates or release transfer
restrictions imposed on uncertificated shares within 60 days
after the date set for demanding payment. In order to exercise
these rights, a dissenter must notify the Company in writing
within 30 days after the Company made or offered payment for the
dissenter's shares.
If a demand for payment by a dissenting shareholder
remains unsettled within 60 days after the Company's receipt of
the demand for payment, the Company must commence a proceeding in
the circuit or superior court of Spencer County, Indiana and
petition the court to determine the fair value of the shares. If
such a proceeding is not commenced within the 60-day period, the
Company must pay each dissenting shareholder whose demand remains
unsettled the amount demanded. All dissenting shareholders whose
demands remain unsettled must be made parties to the proceeding
and must be served with a copy of the petition. The court may
appoint one or more persons as appraisers to receive evidence and
recommend a decision on the question of fair value. In any such
proceeding, each dissenting shareholder made a party is entitled
to a judgment in the amount of the difference between the fair
value found by the court and the amount paid by the Company plus
interest on such difference, in the case of a Pre-Announcement
Shareholder; or the fair value, plus accrued interest, of the
dissenting shareholder's shares for which the Company elected to
withhold payment in the case of a Post-Announcement Shareholder.
The court in an appraisal proceeding has the authority to
determine and assess the costs of the proceeding, including the
compensation and expenses of court-appointed appraisers, in such
amounts and against such parties as it deems equitable. The
court may also assess fees and expenses of attorneys and experts
for the parties against the Company if the court finds that the
Company did not substantially comply with the requirements of the
IBCL regarding dissenters' rights, or against any party if the
court finds that such party acted arbitrarily, vexatiously or not
in good faith. The IBCL also makes provision for compensation of
attorneys for any dissenting shareholder whose services
benefitted other dissenting shareholders similarly situated to be
paid out of the amounts awarded the dissenting shareholders who
were benefitted, if not assessed against the Company.
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 April 9, 1999. 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.
Number of Shares Percent
Name and Address of Beneficially of
BENEFICIAL OWNER OWNED CLASS
Brookhaven Capital Management 4,603,913 33.7%
Co., Ltd., et al. (1)(4)
3000 Sandhill Road,
Building 4, Suite 130
Menlo Park, CA 94025
Morgens, Waterfall, Vintiadis & 2,882,938 21.1%
Company, Inc., et al. (2)(4)
10 East 50th Street, 26th Floor
New York, NY 10022
Allen Holdings, Inc., et al. (3)(4) 2,509,660 18.4%
711 Fifth Avenue
New York, NY 10022
_______________
(1) 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 February 5,
1999. Other members of the group are: Cadence Fund,
L.P., Brookhaven Capital Management Co., Ltd., Brookhaven
Capital Management, LLC, Vincent Andrew Carrino,
Watershed Partners, L.P., Piton Partners, L.P., Watershed
(Cayman) Ltd., Robert B. Fagenson, Gerald Anthony Ryan.
Certain members of the group have disclaimed beneficial
ownership of Common Stock by other members of the group.
Messrs. Carrino, Fagenson and Ryan are directors of the
Company.
(2) The source of the information relating to this group of
shareholders is Amendment No. 4 to a statement filed with
the Securities and Exchange Commission by such group and
dated April 7, 1999. Other members of the group are:
Phoenix Partners, L.P., Betje Partners, L.P., Phaeton
(BVI) Ltd., Morgens, Waterfall, Vintiadis Investments
N.C., Restart Partners, L.P., Restart Partners II, L.P.,
Restart Partners III, L.P., Restart Partners IV, L.P.,
Endowment Restart LLC (f/k/a The Common Fund for Non-
Profit Organizations), Morgens Waterfall Income Partners,
L.P., Edwin H. Morgens and John C. "Bruce" Waterfall.
Mr. Morgens is a director of the Company.
(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 8,
1997. Other members of the group are Allen & Company
Inc., Allen Value Partners, L.P., and Allen Value
Limited. According to such statement, the number of
shares beneficially owned by the group are: Allen
Holdings, Inc.--2,509,660; Allen & Company Inc.--313,442;
Allen Value Partners, L.P.--1,962,545; and Allen Value
Limited--233,673. Philip Scaturro, a director of the
Company, is Executive Vice President and a Managing
Director of Allen & Company, Inc.
(4) Brookhaven Capital Management Co., Ltd., Morgens,
Waterfall, Vintiadis & Company, Inc., Allen Holdings,
Inc., and Messrs. Fleming, Jackson, and Noonan are
parties to the Shareholders Agreement, which provides
that they will vote their shares in favor of restoration
of voting rights to the Control Shares contained in
Proposal 3 of this Proxy Statement, and which contains an
additional voting arrangement with respect to the
election of Directors. The parties to the Shareholders
Agreement have not agreed to vote or act as a group in
matters other than those discussed above.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the number of shares of
Common Stock beneficially owned by all directors and nominees,
each of the persons named in the Summary Compensation Table and
directors, nominees and executive officers as a group as of
April 9, 1999. Unless indicated otherwise in a footnote, each
person possesses sole voting and investment power with respect to
the shares indicated as beneficially owned.
Name of Number of Shares Percent
BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
Vincent A. Carrino 4,603,913 (1) 33.7%
John P. Delavan 160,167 (2) 1.2%
Robert B. Fagenson 4,603,913 (3) 33.7%
Ned N. Fleming, III 142,474 (4) 1.0%
Eric C. Jackson 347,673 (5) 2.4%
Edwin H. Morgens 2,882,938 (6) 21.1%
Thomas J. Noonan, Jr. 30,610 *
Gerald Anthony Ryan 4,603,913 (7) 33.7%
Philip Scaturro 2,509,660 (8) 18.4%
Roger T. Burbage 101,000 (9) *
All directors, nominees 10,778,435 (10) 77.4%
and executive officers
officers as a group
(10 persons)
_______________
* Less than one percent.
(1) Includes 4,520,113 shares as to which Mr. Carrino shares
voting and investment power.
(2) Includes 116,167 shares that may be purchased pursuant to
stock options that are exercisable.
(3) Includes 4,551,913 shares as to which Mr. Fagenson shares
voting and investment power.
(4) Includes 95,474 shares held by an affiliate of
Mr. Fleming and 37,500 shares held by Mr. Fleming's minor
children.
(5) Consists of 347,673 shares as to which Mr. Jackson shares
voting and investment power.
(6) 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.
(7) Includes 4,448,913 shares as to which Mr. Ryan shares
voting and investment power, and 10,000 shares which
Mr. Ryan holds as Trustee for the Ryan Children's Trust.
(8) Represents shares owned of record by various entities who
may be deemed affiliates of Mr. Scaturro.
(9) Includes 100,000 shares that may be purchased pursuant to
stock options that are exercisable.
(10) Includes 216,667 shares that may be purchased pursuant to
stock options.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Great Basin Companies ("Great Basin"), a Salt Lake City-
based truck dealership, is an affiliate of director Eric C.
Jackson. In 1998, Great Basin sold approximately 206 tractors to
unaffiliated leasing companies which leased the tractors to the
Company's subsidiaries. As selling dealer, Great Basin was paid
a commission by the lessors equal to approximately 2% of the fair
market value of the tractors. 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
1998 for these services were $502,447.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
The date by which stockholder proposals must be received
by the Company for inclusion in the proxy materials relating to
the 2000 annual meeting of stockholders is December 22, 1999.
Notice of any other stockholder proposals must be received by the
Company by March 20, 2000; provided, however, that in the event
that less than 70 days' notice or prior public disclosure of the
date of the meeting is given or made to shareholders (which
notice or public disclosure shall include the date of the annual
meeting specified in the By-Laws of the Company, if the By-Laws
have been filed with the Securities and Exchange Commission, and
if the annual meeting is held on such date), notice by the
shareholder to be timely must be received not later than the
close of business on the tenth day following the day on which
such notice of the date of the annual meeting was mailed or such
public disclosure was made. Such proposals must comply with all
of the requirements set forth in the rules and regulations of the
Commission. In addition, any stockholder interested in making a
proposal is referred to the advance notification requirements set
forth in the Company's By-Laws. Proposals must comply with all
of the requirements of Rule 14a-8 of the Securities and Exchange
Commission, as well as the advance notification requirements set
forth in the Company's By-Laws. A copy of the advance
notification requirements may be obtained from Roger Burbage,
Executive Vice President and Chief Financial Officer, Intrenet,
Inc., 400 Technecenter Drive, Milford, Ohio 45150.
ANNUAL REPORT ON FORM 10-K
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR
1998 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
INCLUDING FINANCIAL STATEMENTS, BUT EXCLUDING EXHIBITS, HAS BEEN
SENT ALONG WITH THIS PROXY STATEMENT AND MAY BE OBTAINED WITHOUT
CHARGE UPON REQUEST TO SECRETARY, 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>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
INTRENET, INC.
The undersigned hereby appoints Roger T. Burbage and John
P. Delavan, 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 Internet, 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 19, 1999, or at any adjournment or
postponement thereof:
* FOLD AND DETACH HERE *
<PAGE>
Please mark your
vote as indicated
in this example.
<TABLE>
<S> <C> <C> <C> <C>
Vote (INSTRUCTION: To withhold authority
Vote WITHHELD to vote for any individual nominee,
FOR ALL for all strike a line through the nominee's
nominees nominees name in the list below)
listed above listed above
in Proposal 1 in Proposal 1 Nominees: Vincent A. Carrino, John
P. Delavan, Robert B. Fagenson, Ned
1. [ ] [ ] N. Fleming III, Eric C. Jackson,
Election of Directors Edwin H. Morgens, Thomas J. Noonan,
Jr., Gerald Anthony Ryan, Philip
Scaturro
FOR AGAINST ABSTAIN 1. To elect nine directors to
serve for a term of one year.
2. [ ] [ ] [ ]
Appointment of Arthur Andersen LLP 2. To ratify the appointment of
Arthur Andersen LLP as
auditors of the Company for
1999.
FOR AGAINST ABSTAIN 3. To approve the restoration
of voting rights to
3. [ ] [ ] [ ] certain "control shares"
The restoration of voting rights to as defined by Indiana law.
certain "control shares"
4. In their discretion, the
Proxy is authorized to vote
upon such other matters (none
known at the time of solici-
tation of this proxy) as may
properly come before the
annual meeting or any
adjournment or postponement
thereof.
Dated: , 1999
Signature
Signature
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.
</TABLE>
* FOLD AND DETACH HERE *
ANNUAL MEETING
OF
INTRENET, INC. SHAREHOLDERS
WEDNESDAY, MAY 19, 1999
9:30 A.M.
THE CHASE MANHATTAN BANK
270 PARK AVENUE
11TH FLOOR - CONFERENCE ROOM G
NEW YORK, N.Y. 10017
