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SCHEDULE 13G
(RULE 13d-102)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(b), (c),
and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PNV INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
69348A103
(CUSIP Number)
December 28, 2000
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 69348A103 13G/A PAGE 2 OF 5 PAGES
1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
ABRY Broadcast Partners III, L.P.
(IRS No. : 04-3350018)
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power
-0-
6. Shared Voting Power
Number of Shares
Beneficially Owned by -0-
Each Reporting Person
With 7. Sole Dispositive Power
-0-
8. Shared Dispositive Power
-0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
(See Instructions)
11. Percent of Class Represented by Amount in Row (9)
-0-
12. Type of Reporting Person (See Instructions)
PN
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CUSIP NO. 69348A103 13G/A PAGE 3 OF 5 PAGES
ITEM 1 (a). NAME OF ISSUER:
PNV Inc.
ITEM 1 (b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
11711 N. W. 39th Street
Coral Springs, Florida 33065
ITEM 2(a). NAME OF PERSON FILING:
ABRY Broadcast Partners III, L.P.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
18 Newbury Street
Boston, MA 02116
ITEM 2(c). CITIZENSHIP:
Delaware
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
69348A103
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR
(c), CHECK WHETHER THE PERSON FILING IS A: NA
(a) / / Broker or dealer registered under Section 15 of the Exchange
Act.
(b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) / / Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) / / Investment company registered under Section 8 of the Investment
Company Act.
(e) / / An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) / / An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) / / A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) / / A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
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CUSIP NO. 69348A103 13G/A PAGE 4 OF 5 PAGES
(i) / / A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP:
(a) Amount Beneficially Owned: -0-
(b) Percent of Class: 0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of: -0-
(iv) shared power to dispose or to direct the disposition of: -0-
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: [X]
This statement is being filed to report that the Reporting Person
has ceased to be the beneficial owner of more than five percent of the Common
Stock of PNV Inc.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
NA
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
NA
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
NA
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
NA
ITEM 10. CERTIFICATIONS:
NA
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CUSIP NO. 69348A103 13G/A PAGE 5 OF 5 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 12, 2001
ABRY BROADCAST PARTNERS III, L.P.
By: ABRY EQUITY INVESTORS, L.P.,
its General Partner
By: ABRY HOLDINGS III, LLC,
its General Partner
By: ABRY HOLDINGS III CO.,
its Sole Member
By: /s/ Royce Yudkoff
Name: Royce Yudkoff
Title: Sole Trustee
