<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
INTRENET, INC.
(Name of Issuer)
Common Stock without par value
(Title of Class of Securities)
461190100
(CUSIP Number)
Gaetano J. Casillo
Allen & Company Incorporated
711 Fifth Avenue, New York, New York 10022, (212) 830-8300
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 18, 1999
(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 that is the subject of this
Schedule 13D, and is filing this schedule because of S40.13d-
1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits,
See S240.13d-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).
<PAGE>
AMENDMENT NO. 3
TO THE
SCHEDULE 13D
- -------------------
CUSIP No. 461190100
- -------------------
==========================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Allen Holding Inc.
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
- ---------------------------------------------------------------------------
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 OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- ---------------------------------------------------------------------------
7 SOLE VOTING POWER
0
- ---------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- ---------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- ---------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,509,660
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
===========================================================================
*SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
<PAGE>
<PAGE>
AMENDMENT NO. 3
TO THE
SCHEDULE 13D
- -------------------
CUSIP No. 461190100
- -------------------
===========================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Allen & Company Incorporated
- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- ---------------------------------------------------------------------------
7 SOLE VOTING POWER
313,442
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8 SHARED VOTING POWER
0
- ---------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
313,442
- ---------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
313,442
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
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14 TYPE OF REPORTING PERSON*
CO
==========================================================================
*SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
<PAGE>
<PAGE>
AMENDMENT NO. 3
TO THE
SCHEDULE 13D
- -------------------
CUSIP No. 461190100
- -------------------
===========================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Allen Value Limited
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- ---------------------------------------------------------------------------
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 OF ORGANIZATION
Bermuda
- ---------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- ---------------------------------------------------------------------------
7 SOLE VOTING POWER
233,672
- ---------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- --------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
233,672
- ---------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
233,672
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
===========================================================================
*SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
<PAGE>
<PAGE>
AMENDMENT NO. 3
TO THE
SCHEDULE 13D
- -------------------
CUSIP No. 461190100
- -------------------
===========================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Allen Value Partners L.P.
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- ---------------------------------------------------------------------------
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 OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- ---------------------------------------------------------------------------
7 SOLE VOTING POWER
1,962,545
- ---------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- ---------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,962,545
- ---------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,962,545
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
===========================================================================
*SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
<PAGE>
<PAGE>
AMENDMENT NO. 3
TO THE
SCHEDULE 13D
The Reporting Persons, consisting of Allen Holding Inc. ("AHI"), Allen &
Company Incorporated ("ACI"), Allen Value Limited ("AVL") and Allen Value
Partners L.P. ("Allen Value"), hereby amend their Schedule 13D relating to
the Common Stock, no par value, of Intrenet, Inc. as set forth below.
Item 4. Purpose of Transaction.
The Reporting Persons entered into an agreement dated as of March 18, 1999
(the "Shareholders Agreement") with the Issuer and (1) Brookhaven Capital
Management Co. Ltd., Brookhaven Capital Management LLC, Vincent A. Carrino,
Watershed Partners, L.P., Piton Partners, L.P., Watershed (Cayman) Ltd.,
Robert B. Fagenson and Gerald Anthony Ryan (collectively, such persons
listed in this clause (1), the "Brookhaven Group"), (2) Morgens, Waterfall,
Vintiadis & Company, Inc., Phoenix Partners, Betje Partners, Phaeton
International, N.V., Morgens Waterfall Vintiadis N.V., Restart Partners,
L.P., Restart Partners II, L.P., Morgens Waterfall Income Partners, and
Edwin H. Morgens (collectively, such persons listed in this clause (2), the
"Morgens Group") and Philip Scaturro ("Scaturro"), Ned N. Fleming, III
("Fleming"), Eric C. Jackson ("Jackson") and Thomas J. Noonan, Jr.
("Noonan").
Pursuant to the Shareholders Agreement, the parties agreed to vote the
shares of Common Stock over which they have voting power and take certain
other actions, for which limited purpose the Reporting Persons are filing
this Schedule 13D. The Reporting Persons have not agreed to vote or
otherwise act as a group with respect to any matters other than those
discussed herein and except as otherwise disclosed in a filing with the
Securities and Exchange Commission by such Reporting Persons on Schedule
13D or 13G, each Reporting Person specifically disclaims beneficial
ownership of the shares of Common Stock of every other Reporting Person and
every other party to the Shareholders Agreement for any other reason.
The Shareholders Agreement generally provides for the following voting and
transfer restrictions relating to the shares of Common Stock:
(1) The Reporting Persons, Scaturro, the Morgens Group, Fleming, Jackson
and Noonan have agreed to vote their shares in favor of certain resolutions
to be submitted to the Issuer's shareholders at the 1999 annual meeting of
shareholders restoring voting rights to shares of Common Stock owned by the
Brookhaven Group which management of the Issuer believes are control
shares' as defined in the Indiana Business Corporations Law;
(2) All of the parties to the Shareholders Agreement (the "Parties") have
agreed to vote the shares of Common Stock held by them to provide for all
of the events described in the following provisions during the term of the
Shareholders Agreement.
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<PAGE>
(a) Except as provided in Section (d), the Board shall consist of nine (9)
members of a single class, with three (3) persons designated for election
to the Board by the Brookhaven Group and six (6) persons designated for
election to the Board by the Filers who are not members of the Brookhaven
Group (the "Other Shareholders"), acting by a majority in interest of the
Other Shareholders.
(b) Except as provided in Section (c), the Parties will request a special
meeting of the Issuer's shareholders for the purpose of removing as a
director any person not designated in accordance with Section (a) and
electing the designated person as a director of the Issuer.
(c) If a vacancy is created in the Board by reason of the death,
resignation or removal of any director designated in accordance with
Section (a), the group which nominated the director will meet as soon as
possible to designate a person to fill such vacancy. If the group fails to
designate a person to fill such vacancy within a reasonable period, or if
the Board fills such vacancy otherwise than with such person, the Parties
agree to request a special meeting of shareholders for the purpose of
filling such vacancy with a person designated in accordance with Section
(a).
(d) With the consent of the Brookhaven Group, the size of the Board may be
increased to more than nine (9) members in the event the Issuer acquires or
merges with another entity which would be a significant subsidiary under
the rules of the Securities and Exchange Commission, if the persons who are
elected directors to fill any vacancies created by such action are
initially representatives of or designated by such entity or its owners.
(3) The Shareholders Agreement prohibits the Brookhaven Group from
purchasing any shares of Common Stock and limits the ability of Brookhaven
Group to sell its shares of Common Stock.
(4) The Shareholders Agreement expires on August 18, 2000 or earlier as
provided therein and any group consisting of the Parties shall be deemed to
have been disbanded as of the expiration of the Shareholders Agreement.
None of the Reporting Persons has a present intention to acquire or dispose
of shares of Common Stock of the Issuer, but this may change depending upon
market conditions. Except as described herein, none of the Reporting
Persons has any present plans which relate to or would result in: an
extraordinary corporate transaction, such as a merger, a reorganization or
liquidation, involving the Issuer or any of its subsidiaries; a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; any change in the present board of directors or management of
the Issuer including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; any material
change in the present capitalization or dividend policy of the Issuer; any
other material change in the Issuer's business or corporate structure;
changes in the Issuer's articles of incorporation, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; causing a class of securities of the
<PAGE>
<PAGE>
Issuer to be delisted from a national securities exchange or cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; causing a class of equity securities of
the Issuer to become eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Act of 1934, as amended; or any action
similar to the above.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on April 7, 1999, the Reporting Persons, by
virtue of the language of Rule 13d-3(d)(1)(i), may be deemed to own
beneficially in the aggregate the number and percentage of the Issuer's
Common Stock set forth opposite their names below (based upon the Issuer's
Form 10-K for the fiscal year ended December 31, 1998 which reported the
number of shares of Common Stock outstanding to be 13,672,066.)
<TABLE>
<CAPTION>
===========================================================================
Name Shares of Common Stock Percentage
- ---------------------------------------------------------------------------
<S> <C> <C>
Allen Holding Inc. 2,509,659(1) 18.4%
- ---------------------------------------------------------------------------
Allen & Company Incorporated 313,442(2) 2.3%
- ---------------------------------------------------------------------------
Allen Value Partners L.P. 1,962,545 14.4%
- ---------------------------------------------------------------------------
Allen Value Limited 233,672 1.7%
===========================================================================
</TABLE>
(1) Includes shares of the Issuer's Common Stock owned by ACI, AVL, and
Allen Value inasmuch as AHI may be deemed to exercise control over such
entities and therefore may be deemed to beneficially own such shares.
(2) Certain shares are held by ACI on behalf of certain officers and
directors.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
As described in Item 4 above, the Shareholders Agreement contains certain
agreements among the Reporting Persons with regard to the Securities of the
Issuer.
Item 7. Material to Be Filed as Exhibits
a) Directors and Executive Officers of Allen Holding Inc. and Allen &
Company Incorporated.
b) Shareholders Agreement.
<PAGE>
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 12, 1999
ALLEN HOLDING INC.
/s/ Gaetano J. Casillo
By: -------------------------
Gaetano J. Casillo
Vice President
ALLEN & COMPANY INCORPORATED
/s/ Gaetano J. Casillo
By: -------------------------
Gaetano J. Casillo
Vice President
ALLEN VALUE PARTNERS L.P.
By: Allen Philton L.P.
General Partner
/s/ Kim Wieland
By: -------------------------
Kim M. Wieland
Treasurer
ALLEN VALUE LIMITED
/s/ Kim Wieland
By: -------------------------
Kim M. Wieland
Treasurer
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT A
OFFICERS AND DIRECTORS OF ALLEN HOLDING INC.
AND ALLEN & COMPANY INCORPORATED
<S> <C> <C>
Principal Occupation (i.e.,
Business Position with Allen Holdings Inc.
Name xx Address and Allen & Company Incorporated)
Herbert A. Allen x President, Managing Director,
Director, Chief Executive Officer
Herbert A. Allen III x Vice President, Director
Grace Allen x Director
Glenn A. Andreas III x Vice President - Elect
Eran S. Ashany x Vice President, Director
Edmund M. Bleich x Vice President
Jay B. Bockhaus x Vice President - Elect
Denise Calvo-Silver x Vice President, Director
Dominick J. Cantalupo x Co-Chief Operations Officer,
Vice President
Marvyn Carton x Director - Emeritus
Gaetano J. Casillo x Chief Compliance Officer,
Vice President
Toby R. Coppel x Vice President - Elect
Robert H. Cosgriff x Chief Administrative Officer,
Executive Vice President,
Managing Director, Director
Richard M. Crooks, Jr. x Director
Thalia V. Crooks x Vice President, Director
Mary L. Cullen x Vice President, Secretary, Director
Robert A. Dean x Vice President, Director
<PAGE>
<PAGE>
<S> <C> <C>
Principal Occupation (i.e.,
Business Position with Allen Holdings Inc.
Name xx Address and Allen & Company Incorporated)
Orin F. Devereux x Vice President, Director
Daniel Englander x Vice President - Elect
Howard M. Felson x Assistant Secretary, Vice
President, Controller
Anthony J. Ferrante x Treasurer
Richard L. Fields x Executive Vice President, Managing
Director, Director
Paul A. Gould x Executive Vice President, Managing
Director, Director
John G. Hall x Vice President, Director
George N. Jeppson x Vice President-Elect
John H. Josephson x Vice President, Director
Clarke R. Keough x Vice President, Director
Donald R. Keough x Chairman of the Board, Managing Director,
Director
Kaveh A. Khosrowshahi x Vice President, Director
LeRoy Kim x Vice President - Elect
Neal Kopp x Vice President
Terry Allen Kramer x Director
Irwin H. Kramer x Executive Vice President,
Managing Director, Director
Suzanne G. Kucera x Vice President, Director
Robert J. Kurz x Vice President
Andreas L. Lazar x Vice President-Elect
William F. Leimkuhler x Assistant Secretary, Vice President, General
Counsel
Jonathan A. Lipton x Vice President - Elect
<PAGE>
<PAGE>
<S> <C> <C>
Principal Occupation (i.e.,
Business Position with Allen Holdings Inc.
Name xx Address and Allen & Company Incorporated)
Dan W. Lufkin x Special Advisor to the Board of
Directors
Robert A. Mackie x Executive Vice President,
Managing Director, Director
James C. Maiden, Jr. x Vice President
Terence C. McCarthy x Co-Chief Operations Officer,
Vice President
Robert C. Miller x Vice President, Director
Kenneth L. Miltonberger x Chief Technology Officer
Terrence C. Morris x Vice President - Elect
Brian J. Murphy x Vice President, Director
Louis J. Mustacchio x Vice President
Walter T. O'Hara, Jr. x Executive Vice President, Managing
Director, Director
Christine R. Olenchalk x Vice President
Nancy B. Peretsman x Executive Vice President, Managing
Director, Director
Patrick S. Perry x Vice President, Director
Eugene Protash x Vice President, Assistant Secretary
James W. Quinn x Director, Vice President
James S. Rubin x Vice President - Elect
Daniel J. Sapadin x Vice President - Elect
Philip D. Scaturro x Executive Vice President, Managing Director,
Director
John A. Schneider x Executive Vice President, Managing Director,
Director
Daniel J. Selmonosky x Vice President, Director
<PAGE>
<PAGE>
<S> <C> <C>
Principal Occupation (i.e.,
Business Position with Allen Holdings Inc.
Name xx Address and Allen & Company Incorporated)
Enrique F. Senior x Executive Vice President, Managing
Director, Director
Joseph E. Sheehan x Vice President - Elect
Stanley S. Shuman x Executive Vice President, Managing
Director, Director
John M. Simon x Executive Vice President, Managing
Director, Director
Kenneth M. Siskind x Vice President - Elect
Ian G. Smith x Vice President - Elect
Everett K. Wallace x Vice President - Elect
Dennis J. Warfield x Vice President, Chief Information
Officer
Kim M. Wieland x Executive Vice President, Managing
Director, Director, Chief Financial
Officer
Edward D. Weinberger x Director
</TABLE>
x 711 Fifth Avenue, New York, New York 10022-3194.
xx All the Executive Officers and Directors of Allen Holding Inc. and
Allen & Company Incorporated are U.S. citizens unless otherwise indicated.
<PAGE>
<PAGE>
Exhibit B
AGREEMENT
THIS AGREEMENT (the "Agreement") has been made and entered into as of this
18th day of March, 1999, by and among Intrenet, Inc., an Indiana corporation
(the "Corporation"), and the undersigned shareholders of the Corporation
(individually, a "Shareholder" and, collectively, the "Shareholders").
Recitals
A. The Brookhaven Group has acquired the right to vote an aggregate of
4,603,913 Shares or approximately 33.7% of the outstanding Shares.
B. The Board believes that the acquisition by the Brookhaven Group
constitutes a "control share acquisition" within the meaning of the IBCL.
C. Prior to the execution of this Agreement, the Board has adopted
resolutions by which the Board has agreed to: (a) submit a resolution to the
Corporation's shareholders to grant voting rights to "control shares" as
defined in the IBCL owned by the Brookhaven Group as of the date hereof at
the Corporation's 1999 annual meeting of shareholders; (b) recommend that the
Corporation's shareholders approve such resolution; (c) amend the
Corporation's By-laws to provide that the control share chapter of the IBCL
shall not apply to any control share acquisition resulting from the execution
or operation of this Agreement; (d) adopt a resolution to increase the size
of the Board to nine (9) members and to elect Vincent A. Carrino, Robert B.
Fagenson and Gerald Anthony Ryan to fill the vacancies created thereby; and
(e) amend the Corporation's By-laws to create the office of Vice Chairman and
to elect Robert B. Fagenson to such office.
D. The Brookhaven Group has not determined whether its share acquisition is
a "control share acquisition" as defined in the IBCL due to its uncertainty
as to whether the control share chapter of the IBCL is applicable to the
Corporation. It is understood that the Brookhaven Group's execution of this
Agreement does not constitute the Brookhaven Group's acquiescence or other
agreement as to the applicability of the control share chapter of the IBCL to
its share acquisition.
E. The parties intend to enter into certain agreements regarding the
acquisition of Shares, the election of directors of the Corporation and other
matters, all on the terms and conditions set forth herein.
Agreement
In consideration of the foregoing and of the mutual covenants and
undertakings set forth herein, the parties hereby agree as follows.
<PAGE>
<PAGE>
1. Definitions. The following definitions apply to this Agreement:
(a) "Board" means the Board of Directors of the Corporation.
(b) "Brookhaven Group" means 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.
(c) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(d) "IBCL" means the Indiana Business Corporation Law.
(e) "Majority in Interest of the Other Shareholders" means approval by the
Other Shareholders who own a majority of the Shares then held by all Other
Shareholders.
(f) "Other Shareholders" means the Shareholders who are parties to this
Agreement and are not members of the Brookhaven Group.
(g) "Shares" means shares of Common Stock of the Corporation.
2. Vote to Restore Voting Rights. Each Other Shareholder agrees to vote in
favor of and otherwise use his or its best efforts to support the resolution
to be submitted at the Corporation's 1999 annual meeting of shareholders to
grant voting rights to "control shares" owned by the Brookhaven Group as of
the date of this Agreement. This Agreement should not be construed as
permitting the vote of any "control shares" or "interested shares", each as
defined by the IBCL, on such resolution.
3. Standstill Agreements by the Brookhaven Group. Each member of the
Brookhaven Group agrees that it will not during the term of this Agreement,
without the prior written consent of a Majority in Interest of the Other
Shareholders:
(a) offer to acquire, or agree to acquire, directly or indirectly, by
purchase or otherwise, any Shares or other securities (including debt claims)
or direct or indirect rights to acquire any securities (including debt
claims) of the Corporation, or any subsidiary thereof, or of any successor to
or person in control of the Corporation, or any assets of the Corporation or
any subsidiary or division thereof or of any such successor or controlling
person;
(b) make, or in any way participate, directly or indirectly, in any
"solicitation" of "proxies" to vote (as such terms are used in the rules of
the Securities and Exchange Commission) other than as part of a solicitation
made by the Board, or seek to advise or influence any person or entity with
respect to the voting of any Shares or other voting securities of the
Corporation;
(c) make any public announcement with respect to, or submit a proposal for,
or offer of (with or without conditions) any extraordinary transaction
involving the Corporation or any of its securities or assets;
<PAGE>
<PAGE>
(d) form, join or in any way participate with any person in a "group" (other
than with a person who is a member of the Brookhaven Group or by reason of
this Agreement) as defined in Section 13(d)(3) of the Exchange Act, in
connection with any of the foregoing; or
(e) enter into any discussions, negotiations, arrangements or undertakings
with any third party with respect to any of the foregoing.
4. Management of the Corporation. Each Shareholder, during the term of this
Agreement, shall vote the respective Shares held by each and shall undertake
or cause to be undertaken any and all of the actions necessary, if such
actions are required, so as to provide for all the events described in the
following provisions:
(a) Except as provided in Section (d), the Board shall continue to consist of
nine (9) members of a single class, to be nominated as provided herein. The
Brookhaven Group will have the right to designate three (3) persons for
election to the Board and the Other Shareholders, acting by a Majority in
Interest of the Other Shareholders, shall have the right to designate six (6)
persons for election to the Board.
(b) If the Board fails to nominate any person designated by Section (a) or if
the shareholders of the Corporation fail to elect any such person so
nominated, the Shareholders agree to request a special meeting of
shareholders for the purpose of removing as a director any person not
designated in accordance with Section (a) and electing the designated person
as a director of the Corporation.
(c) If at any time a vacancy is created on the Board by reason of the death,
resignation or removal of any person designated in accordance with Section
(a), the group which nominated the person shall meet as soon as possible
after the date such vacancy occurs for the purpose of designating a person to
fill such vacancy. If the group fails to designate a person to fill such
vacancy within a reasonable period, or if the Board fills such vacancy
otherwise than with such person, the Shareholders agree to request a special
meeting of shareholders for the purpose of filling such vacancy with a person
designated in accordance with Section (a).
(d) With the consent of the Brookhaven Group (which consent may not be
unreasonably withheld), the size of the Board may be increased to more than
nine (9) members in the event the Corporation hereafter acquires or merges
with another entity which would be a "significant subsidiary" under the rules
of the Securities and Exchange Commission provided that the persons who are
elected directors to fill any vacancies created by such action are initially
representatives of or designated by such entity or its owners.
<PAGE>
<PAGE>
5. Transfer of the Brookhaven Group's Shares. Each member of the Brookhaven
Group agrees not to transfer any Shares to any person who is not a member of
the Brookhaven Group if such transfer would constitute a "control share
acquisition" by such person within the meaning of I.C. 23-1- 42-2(a) but for
the application of I.C. 23-1-42-2(e), unless the transferee first agrees to
(a) on a prospective basis, accept all of the obligations of a member of the
Brookhaven Group under this Agreement, and (b) on a prospective basis, become
a party to this Agreement. The foregoing provision shall not apply to (i) a
sale of the Brookhaven Group's Shares which is made pursuant to an offering
registered under the Securities Exchange Act of 1933, as amended, (ii) a
distribution approved in advance by a Majority in Interest of the Other
Shareholders, (iii) over-
the-counter sales on the National Association of Securities Dealers, Inc.
Automated Quotations System Over-the-Counter Markets ' Small Cap Issues or a
similar market, and (iv) any other transfer that does not have as its purpose
or effect a circumvention of Section 3 of this Agreement.
6. Notices. All notices shall be in writing and shall be delivered in
person or by certified mail, postage prepaid, to the Corporation and to the
other Shareholders. Notice to the Corporation shall be addressed to its
principal office, attention: President. Notices to the Shareholders shall
be delivered to their addresses set opposite their names below. Any of the
Shareholders may establish a different address for delivery of notices to him
by giving written notice of such address to all parties to this Agreement.
Notice shall be deemed to be given at the time of personal delivery or three
(3) business days after deposit in the United States mail.
7. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors, assigns, heirs,
executors, administrators and legal representatives.
8. Termination. This Agreement shall terminate upon the earlier of:
(a) Eighteen (18) months from the date hereof;
(b) The acquisition of beneficial ownership by any person or group within the
meaning of Rule 13d-3 promulgated under the Exchange Act of fifty percent
(50%) or more of the Shares; provided such acquisition is not in violation of
this Agreement;
(c) The sale of all or substantially all of the assets or dissolution of the
Corporation; or
(d) The effectiveness of any merger or share exchange to which the
Corporation is a party, if the Corporation is not the surviving or issuing
corporation.
Notwithstanding the foregoing, this Agreement shall not terminate earlier
than the vote to grant voting rights contemplated by Section 2.
9. Modification. This Agreement may be modified or amended only by the
written agreement of all of the parties to this Agreement.
<PAGE>
<PAGE>
10. Counterparts. This Agreement may be executed in multiple counterparts,
with each counterpart deemed to be an original instrument and all
counterparts together constituting the same agreement.
11. Specific Enforcement. The parties acknowledge that money damages would
be both incalculable and an insufficient remedy for any breach of this
Agreement and that any such breach would cause immediate and irreparable
injury, loss or damage. In the event of any such breach or threatened breach
of this Agreement, the party or parties who are not in breach of their
obligations under this Agreement, in addition to any other remedies at law or
in equity they may have, shall be entitled, without the requirement of
posting a bond or other security, to equitable relief, including injunctive
relief and specific performance.
12. Delay. No failure or delay by a party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or
the exercise of any right, power or privilege hereunder.
13. Partial Invalidity. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any
other provisions of this Agreement, which shall remain in full force and
effect.
14. Jurisdiction and Governing Law. All parties consent to personal
jurisdiction, service of process and venue in any federal or state court
within the State of Indiana having venue and subject matter jurisdiction for
the purposes of any action, suit or proceeding arising out of or relating to
this Agreement. This Agreement shall be governed by and construed in
accordance with the laws of the State of Indiana, without regard to its
conflicts of law provision.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date written above.
INTRENET, INC.
By: /s/ John P. Delavan
- ---------------------------------
John P. Delavan, President
BROOKHAVEN CAPITAL MANAGEMENT CO. LTD.
3000 Sand Hill Road, Bldg 3, Suite 105
Menlo Park, CA 94025
By: /s/ Vincent A. Carrino
- -----------------------------------
Vincent A. Carrino, President
BROOKHAVEN CAPITAL
MANAGEMENT, LLC
By: /s/ Vincent Andrew Carrino
- -----------------------------------
Vincent Andrew Carrino, Manager
/s/ Vincent Andrew Carrino
- -----------------------------------
Vincent Andrew Carrino
WATERSHED PARTNERS, L.P.
By: BROOKHAVEN CAPITAL MANAGEMENT,
LLC, General Partner
By: /s/ Vincent Andrew Carrino
- -----------------------------------
Vincent Andrew Carrino, Manager
PITON PARTNERS, L.P.
By: BROOKHAVEN CAPITAL MANAGEMENT,
LLC, General Partner
By: /s/ Vincent Andrew Carrino
- -----------------------------------
Vincent Andrew Carrino, Manager
<PAGE>
<PAGE>
WATERSHED (CAYMAN) LTD.
By: BROOKHAVEN CAPITAL
MANAGEMENT, LLC, General Partner
By: /s/ Vincent Andrew Carrino
- -----------------------------------
Vincent Andrew Carrino, Manager
/s/ Robert B. Fagenson
- -----------------------------------
Robert B. Fagenson
/s/ Gerald A. Ryan
- -----------------------------------
Gerald Anthony Ryan
MORGENS, WATERFALL, VINTIADIS
& COMPANY, INC.
By: /s/ Edwin H. Morgens
- -----------------------------------
Edwin H. Morgens, Chairman
PHOENIX PARTNERS
By: MW MANAGEMENT LLC
General Partner
By: /s/ Edwin H. Morgens
- -----------------------------------
Edwin H. Morgens, Managing Member
General Partner
BETJE PARTNERS
By: MORGENS WATERFALL VINTIADIS & CO. INC.,
Investment Advisor to Betje Partners
By:/s/ Edwin H. Morgens
- -----------------------------------
Edwin H. Morgens, Chairman
<PAGE>
<PAGE>
PHAETON INTERNATIONAL, N.V.
By: MORGENS WATERFALL VINTIADIS & CO. INC.
Investment Advisor to Phaeton International
By: /s/ Edwin H. Morgens
- -----------------------------------
Edwin H. Morgens, Chairman
MORGENS WATERFALL VINTIADIS N.V.
By: /s/ Edwin H. Morgens
- -----------------------------------
RESTART PARTNERS, L.P.
By: PRIME INC.
General Partner of Prime Group, L.P.
General Partner of Restart Partners, L.P.
By: /s/ Edwin H. Morgens
- -----------------------------------
Edwin H. Morgens, Chairman
RESTART PARTNERS II, L.P.
By: PRIME INC.
General Partner of Prime Group II, L.P.
General Partner of Restart Partners II, L.P.
By: /s/ Edwin H. Morgens
- -----------------------------------
Edwin H. Morgens, Chairman
MORGENS WATERFALL INCOME PARTNERS
By: MW CAPITAL, LLC
General Partner, Morgens Waterfall Income Partners
By:/s/Edwin H. Morgens
- -----------------------------------
Edwin H. Morgens, Managing Member
/s/ Edwin H. Morgens
- -----------------------------------
Edwin H. Morgens
<PAGE>
<PAGE>
ALLEN HOLDING, INC.
By: /s/ Howard Felson
- -----------------------------------
Howard Felson, Vice President
ALLEN & COMPANY, INC.
By:/s/ Howard Felson
- -----------------------------------
Howard Felson, Vice President
ALLEN VALUE PARTNERS, L.P.
By: ALLEN VALUE INC., G.P.
Allen Philton, L.P.
By: /s/Philip Scaturro
- -----------------------------------
Philip Scaturro, President
ALLEN VALUE LIMITED
By: /s/ Philip Scaturro
- -----------------------------------
/s/ Philip Scaturro
- -----------------------------------
Phillip Scaturro
/s/ Ned N. Fleming, III
- -----------------------------------
Ned N. Fleming, III
/s/ Eric C. Jackson
- -----------------------------------
Eric C. Jackson
/s/ Thomas J. Noonan, Jr.
- -----------------------------------
Thomas J. Noonan, Jr.
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