SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D/A4
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 4)
INTRENET, INC.
(Name of Issuer)
COMMON STOCK, without PAR VALUE
(Title of Class of Securities)
461190100
(CUSIP Number)
JOHN C. WATERFALL
10 EAST 50TH STREET
NEW YORK, NEW YORK 10022
(212) 705-0500
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for
other parties to whom copies are to be sent.
(continued on following pages)
Page 1 of 31 Pages
______________________
* 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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes 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).
CUSIP No. 461190100 13D/A Page 2 of 31 Pages
___________________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS
Morgens Waterfall Income 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 **
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
New York
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
72,474 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
72,474 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
72,474
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
.5%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 461190100 13D/A Page 3 of 31 Pages
____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS
Restart 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 **
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 (7) SOLE VOTING POWER
208,119 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
208,119 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
208,119
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.5%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 461190100 13D/A Page 4 of 31 Pages
_____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS
Restart Partners II, L.P.
_____________________________________________________________________________
(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 (7) SOLE VOTING POWER
452,886 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
452,886 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
452,886
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
3.3%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 461190100 13D/A Page 5 of 31 Pages
____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS
Restart Partners III, L.P.
_____________________________________________________________________________
(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 (7) SOLE VOTING POWER
303,272 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
303,272 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
303,272
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.2%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 461190100 13D/A Page 6 of 31 Pages
____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS
Restart Partners IV, L.P.
_____________________________________________________________________________
(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 (7) SOLE VOTING POWER
303,272 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
303,272 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
303,272
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.2%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 461190100 13D/A Page 7 of 31 Pages
____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS
Endowment Restart L.L.C.
(f/k/a The Common Fund for Non-Profit Organizations)
_____________________________________________________________________________
(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 (7) SOLE VOTING POWER
201,717 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
201,717 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
201,717
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.5%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 461190100 13D/A Page 8 of 31 Pages
_____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS
Betje 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 **
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
New York
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
244,814 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
244,814 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
244,814
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.8%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 461190100 13D/A Page 9 of 31 Pages
_____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS
Phoenix 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 **
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
New York
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
688,942 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
688,942 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
688,942
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 461190100 13D/A Page 10 of 31 Pages
_____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS
Phaeton (BVI) Ltd.(f/k/a Phaeton International, N.V.)
_____________________________________________________________________________
(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
British Virgin Islands
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
407,442 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
407,442 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
407,442
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
3.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 461190100 13D/A Page 11 of 31 Pages
_____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS
Morgens, Waterfall, Vintiadis & Company, Inc.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
AF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
2,882,938 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
2,882,938 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,882,938
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
21.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 461190100 13D/A Page 12 of 31 Pages
_____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS
John C. "Bruce" Waterfall
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
AF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
- 0 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
- 0 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,882,938
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
21.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 461190100 13D/A Page 13 of 31 Pages
_____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS
Edwin H. Morgens
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
AF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
- 0 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
- 0 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,882,938
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
21.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 461190100 13D/A Page 14 of 31 Pages
This amendment no. 4 ("Amendment No. 4") amends the statement on
Schedule 13D (the "Statement") filed with the Securities and Exchange
Commission (the "SEC") by the persons named in Item 2 below, as amended by the
Schedule 13D/A ("Amendment No. 1") filed July 8, 1992; amendment no. 2
("Amendment No. 2") filed with the SEC on January 26, 1993; and amendment no.
3 ("Amendment No. 3") filed with the SEC on April 25, 1995 relating to the
common stock, without par value ("Common Stock"), of Intrenet, Inc., an
Indiana corporation (the "Issuer").
Except as specifically provided herein, this Amendment No. 4 does not
modify any of the information previously reported in the Statement.
Item 2 is hereby amended and restated in its entirety as follows:
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed jointly by (a) Morgens Waterfall Income
Partners, L.P. ("MWIP"); (b) Restart Partners, L.P. ("Restart"); (c) Restart
Partners II, L.P. ("Restart II"); (d) Restart Partners III, L.P. ("Restart
III"); (e) Restart Partners IV, L.P. ("Restart IV"); (f) Endowment Restart,
L.L.C. ("Endowment") (formerly known as The Common Fund for Non-Profit
Organizations); (g) Betje Partners, L.P. ("Betje"); (h) Phoenix Partners, L.P.
("Phoenix"); (i) Phaeton (BVI) Ltd. (f/k/a Phaeton International, N.V.)
("Phaeton"); (j) Morgens, Waterfall, Vintiadis & Company, Inc. ("Morgens
Waterfall"); (k) John C. "Bruce" Waterfall ("Waterfall"); and (l) Edwin H.
Morgens ("Morgens", and together with the persons stated in clauses (a)
through (l) above, the "Reporting Persons").
MWIP is a New York limited partnership whose principal business is to
invest in securities of U.S. issuers. MW Capital, a Delaware limited
liability company, is the general partner of MWIP. MWIP and MW Capital have
their principal address at 10 East 50th Street, New York, New York 10022.
Morgens and Waterfall are the managing members of MW Capital. All of the
information concerning Morgens and Waterfall is set forth below.
Restart, Restart II, Restart III and Restart IV are Delaware limited
partnerships having their principal addresses at 10 East 50th Street, New
York, New York 10022. The principal businesses of Restart, Restart II,
Restart III and Restart IV are to invest in securities of financially troubled
companies.
Prime, Prime II, Prime III and Prime IV, Delaware limited partnerships
having their principal addresses at 10 East 50th Street, New York, New York
10022, are the general partners of Restart, Restart II, Restart III and
Restart IV, respectively. The principal business Prime, Prime II, Prime III
and Prime IV are to act as the general partners of Restart, Restart II,
Restart III and Restart IV, respectively.
Phoenix is a New York limited partnership having its principal address
at 10 East 50th Street, New York, New York 10022. The principal business of
Phoenix is to invest in securities of U.S. issuers. MW Management, a Delaware
limited liability company, is the general partner of Phoenix. The principal
address of MW Management is 10 East 50th Street, New York, New York 10022.
Morgens and Waterfall are the managing members of MW Management.
Phaeton is a company incorporated under the laws of the British Virgin
Islands having its principal office c/o Hemisphere Management Limited located
CUSIP No. 461190100 13D/A Page 15 of 31 Pages
at Hemisphere House, 9 Church Street, Hamilton, HM11 Bermuda. The principal
business of Phaeton is to invest in securities of U.S. and foreign issuers.
Morgens Waterfall serves as an investment advisor to Phaeton as discussed
below.
Betje is a New York limited partnership having its principal address at
10 East 50th Street, New York, New York 10022. The principal business of
Betje is to invest in securities of U.S. issuers. Mr. Zanvyl Krieger
("Krieger") is the general partner of Betje. The business address of Krieger
is c/o Weinberg and Green, 100 South Charles Street, Baltimore, Maryland
21201. Krieger is a U.S. citizen whose principal occupation is a private
investor. Morgens Waterfall serves as an investment advisor to Betje as
discussed below.
Endowment is a Delaware limited liability company having its principal
office c/o Morgens, Waterfall, Vintiadis & Company, Inc. located at 10 East
50th Street, New York, New York 10022. The principal business of Endowment
is to invest in securities of various issuers.
Endowment Prime, the managing member of Endowment, is a Delaware
limited liability company having its principal office c/o Morgens, Waterfall,
Vintiadis & Company, Inc. located at 10 East 50th Street, New York, New York
10022.
Morgens Waterfall is a New York corporation having its principal
address at 10 East 50th Street, New York, New York 10022. The principal
business of Morgens Waterfall is the rendering of financial services and as
such it provides discretionary investment advisory services pursuant to
contracts with Phaeton and Betje.
Waterfall is the President and a Director of Morgens Waterfall.
Morgens is the Chairman of the Board of Directors and the Secretary of Morgens
Waterfall. The primary occupations of Morgens and Waterfall are to act as the
principals in the business of Morgens Waterfall. The business address of
Morgens and Waterfall, each of whom is a United States citizen, is at the
office of Morgens Waterfall, 10 East 50th Street, New York, New York 10022.
Morgens Waterfall has no other officers or directors.
During the past five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, none of the Reporting Persons has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws, or finding any violations with respect to such laws.
On December 30, 1998, the MWV Employee Retirement Plan Group Trust
(formerly known as the Morgens, Waterfall, Vintiadis & Company, Inc. Employees
Profit Sharing Plan), disposed of its entire interest in the securities of the
Issuer, and thereby ceased to be subject to Rule 13d-1 and is no longer a
Reporting Person.
Item 4. PURPOSE OF TRANSACTION.
Morgens Waterfall, Phoenix, Betje, Phaeton, Restart, Restart II and
MWIP entered into an agreement with the Issuer and certain other shareholders
CUSIP No. 461190100 13D/A Page 16 of 31 Pages
of the Issuer dated as of March 18, 1999 (the "Shareholders Agreement"),
pursuant to which the parties agreed to vote the shares of Common Stock over
which they have voting power and take certain other actions described in the
Shareholders Agreement, a copy of which is attached hereto as Exhibit 3 and
incorporated herein by reference. The parties to the Shareholders Agreement
have not agreed to vote or act as a group with respect to any matters other
than those addressed in the Shareholders Agreement. The Filers understand
that the other parties to the Shareholders Agreement intend to file a Schedule
13D reflecting their participation in the Shareholders Agreement. The Filers
specifically disclaim beneficial ownership of the shares of Common Stock owned
by the other parties to the Shareholders Agreement.
Item 5 is hereby amended and restated in its entirety as follows:
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) and (b) The following is the aggregate amount of Common Stock that
is beneficially owned by each Reporting Person:
Aggregate Percentage
Reporting Person # of Shares of Class
_________________ ___________ __________
MWIP 72,474 .5
Restart 208,119 1.5
Restart II 452,886 3.3
Restart III 303,272 2.2
Restart IV 303,272 2.2
Endowment 201,717 1.5
Betje 244,814 1.8
Phoenix 688,942 5.0
Phaeton 407,442 3.0
Total 2,882,938 21.0%
Morgens Waterfall does not directly own any of the Common Stock.
Morgens Waterfall may be deemed an indirect beneficial owner by virtue of its
role as investment advisor to the other Reporting Persons.
Waterfall does not directly own any of the Common Stock. Waterfall may
be deemed an indirect beneficial owner of 2,882,938 shares of Common Stock by
virtue of his positions as President and a Director of Morgens Waterfall, as
investment adviser to Betje; as managing member of Endowment Prime, as
managing member of Endowment; as a managing member of MW Capital, as general
partner of MWIP; as President and a Director of Prime, Inc., as general
partner of each of Prime, Prime II, Prime III and Prime IV, as general
partners of Restart, Restart II, Restart III and Restart IV, respectively; as
a managing member of MW Management, and as general partner of Phoenix.
Morgens does not directly own any of the Common Stock. Morgens may be
deemed an indirect beneficial owner of 2,882,938 shares of Common Stock by
virtue of his positions as Chairman and Director of Morgens Waterfall, as
investment advisor to Betje; as managing member of Endowment Prime, as
CUSIP No. 461190100 13D/A Page 17 of 31 Pages
managing member of Endowment; as a managing member of MW Capital, as general
partner of MWIP; as Chairman of Prime, Inc., as general partner of each of
Prime, Prime II, Prime III and Prime IV and, as general partners of Restart,
Restart II, Restart III and Restart IV, respectively; as a managing member of
MW Management, as general partner of Phoenix.
Each Reporting Person hereby disclaims that it has any beneficial
ownership of the securities owned, directly or indirectly, by any other
entity.
(c) There have been no other transactions involving the Common Stock by
the Reporting Persons within the last 60 days.
(d) Except as set forth in this Item, no other person is known to have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Common Stock.
(e) Not applicable.
. . .
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
As described in Item 4 above, the Shareholders Agreement contains
certain agreements with regard to the securities of the issuer.
Item 7 is hereby amended and restated in its entirety as follows:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT 1 Joint Acquisition Statement among the Reporting Persons dated April
6, 1998, filed pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act
of 1934, as amended.
EXHIBIT 2 Power of Attorney, dated April 7, 1999, granted to Morgens and
Waterfall by MWIP; MW Capital; Prime, Inc.; Prime; Prime II; Prime III; Prime
IV; Restart; Restart II; Restart III; Restart IV; Phoenix; Morgens Waterfall;
Betje; Endowment Restart L.L.C.; Endowment Prime; and Phaeton for the specific
purpose of executing on their behalf any Schedule 13Ds and amendments thereto
for filing with the Commission pursuant to the requirements of Rule 13d-1(f).
EXHIBIT 3 Agreement, dated as of March 18, 1999, by and among the Issuer,
Morgens Waterfall, Phoenix, Betje, Phaeton, Restart, Restart II, MWIP and
certain other shareholders of the Issuer.
CUSIP No. 461190100 13D/A Page 18 of 31 Pages
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each
of the Reporting Persons, each such person or entity certifies that the
information set forth in this statement is true, complete and correct and
agrees that this statement is filed on behalf of each of them.
The Reporting Persons listed herein
/s/ John C. Bruce Waterfall
Dated: April 7, 1999 By: ___________________________________
John C. "Bruce" Waterfall, on his
own behalf and as attorney-in-fact
for each of the other Reporting
Persons
/s/ Edwin H. Morgens
By: ___________________________________
Edwin H. Morgens, on his own
behalf and as attorney-in-fact
for each of the other Reporting
Persons
CUSIP No. 461190100 13D/A Page 19 of 31 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)(1)
The undersigned acknowledge and agree that this statement on Schedule 13D is
filed on behalf of each of the undersigned and that any subsequent amendments
to the statement on Schedule 13D shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for
the timely filing of such amendments, and for the completeness and accuracy of
the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that it knows or has reason to believe that such
information is inaccurate.
The Reporting Persons listed herein
Dated: April 7, 1999 By: /s/ Bruce Waterfall
___________________________________
John C. "Bruce" Waterfall, on his
own and as attorney-in-fact for
each of the other Reporting Persons
By: /s/ Edwin H. Morgens
___________________________________
Edwin H. Morgens, on his own
behalf and as attorney-in-fact
for each of the other Reporting
Persons
CUSIP No. 461190100 13D/A Page 20 of 31 Pages
EXHIBIT 2
POWER OF ATTORNEY
The undersigned hereby appoint John C. "Bruce" Waterfall and Edwin H.
Morgens each with full power of substitution, as their attorneys-in-fact for
the specific purpose of executing on their behalf any Schedule 13Ds and
amendments thereto for filing with the Securities and Exchange Commission
pursuant to the requirements of Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended. The undersigned hereby ratify the execution on their
behalf, prior to the date hereof, by John C. "Bruce" Waterfall or Edwin H.
Morgens of any Schedule 13Ds or amendments thereto for the aforesaid purpose.
IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney
to be duly executed as of April 7, 1999.
MORGENS WATERFALL INCOME PARTNERS, L.P.
By: MW Capital, L.L.C.
General Partner
/s/ Bruce Waterfall
By: _________________________
John C. "Bruce" Waterfall
Managing Member
PHOENIX PARTNERS, L.P.
By: MW Management, L.L.C.
General Partner
/s/ Bruce Waterfall
By: _________________________
John C. "Bruce" Waterfall
Managing Member
CUSIP No. 461190100 13D/A Page 21 of 31 Pages
BETJE PARTNERS, L.P.
By: Morgens, Waterfall, Vintiadis & Company, Inc.
Agent/Investment Advisor
/s/ Bruce Waterfall
By: _________________________
John C. "Bruce" Waterfall
President
ENDOWMENT RESTART, L.L.C.
By: ENDOWMENT PRIME, L.L.C.
As managing member of Endowment Restart, L.L.C.
/s/ Bruce Waterfall
By: _________________________
John C. "Bruce" Waterfall
Managing Member
MORGENS, WATERFALL, VINTIADIS & COMPANY, INC.
/s/ Bruce Waterfall
By: _________________________
John C. "Bruce" Waterfall
President
RESTART PARTNERS, L.P.
RESTART PARTNERS II, L.P.
RESTART PARTNERS III, L.P.
RESTART PARTNERS IV, L.P.
By: PRIME GROUP, L.P.
PRIME GROUP II, L.P.
PRIME GROUP III, L.P.
PRIME GROUP IV, L.P.
As General Partners of Restart Partners, L.P.,
Restart Partners II, L.P., Restart Partners III, L.P. and
Restart Partners IV, L.P., respectively
By: PRIME GROUP, L.P.
PRIME GROUP II, L.P.
PRIME GROUP III, L.P.
PRIME GROUP IV, L.P.
As General Partners of Restart Partners, L.P.,
Restart Partners II, L.P., Restart Partners III, L.P., and
Restart Partners IV, L.P.
By: PRIME, INC.
As general partner of Prime Group, L.P., Prime Group II, L.P.,
Prime Group, III, L.P., and Prime Group, IV, L.P.
/s/ Bruce Waterfall
By: _________________________
John C. "Bruce" Waterfall
President
CUSIP No. 461190100 13D/A Page 22 of 31 Pages
PHAETON (BVI) Ltd. (f/k/a Phaeton International, N.V.)
By: Morgens, Waterfall, Vintiadis & Company, Inc.
As investment advisor
/s/ Bruce Waterfall
By: _________________________
John C. "Bruce" Waterfall
President
JOHN C. "BRUCE" WATERFALL
/s/ Bruce Waterfall
By: _________________________
EDWIN H. MORGENS
/s/ Edwin H. Morgens
By: _________________________
CUSIP No. 461190100 13D/A Page 23 of 31 Pages
EXHIBIT 3
Execution Copy
(Conformed)
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
CUSIP No. 461190100 13D/A Page 24 of 31 Pages
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;
CUSIP No. 461190100 13D/A Page 25 of 31 Pages
(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;
(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 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
CUSIP No. 461190100 13D/A Page 26 of 31 Pages
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. Notice 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
CUSIP No. 461190100 13D/A Page 27 of 31 Pages
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 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
provisions.
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 Address:
CO. LTD.
3000 Sand Hill Road, Bldg 3,
BY: /s/ Vincent A. Carrino Suite 105, Menlo Park, CA 94025
Vincent A. Carrino, President
CUSIP No. 461190100 13D/A Page 28 of 31 Pages
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
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 Rya
CUSIP No. 461190100 13D/A Page 29 of 31 Pages
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
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
CUSIP No. 461190100 13D/A Page 30 of 31 Pages
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
ALLEN HOLDING, INC.
By: /s/ Howard Felson
Howard Felson, Vice President
ALLEN & COMPANY, INC.
By: /s/ Howard Felson
Howard Felson, Vice President
CUSIP No. 461190100 13D/A Page 31 of 31 Pages
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
Philip 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.
