<PAGE>
CUSIP NO. 73990510 Page 1 of 24
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment to Schedule 13G on Schedule 13D)
Preferred Networks, Inc.
------------------------
(Name of Issuer)
Common Stock, par value $.0001 per share
----------------------------------------
(Title of Class of Securities)
73990510
--------
(CUSIP Number)
Robert M. Van Degna
Fleet Equity Partners
50 Kennedy Plaza
Providence, RI 02903
(401) 278-6770
--------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 17, 1997
-------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-a(b)(3) or (4), check the following box.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
Continued on the following page(s)
<PAGE>
CUSIP NO. 73990510 Page 2 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Venture Resources, Inc.
TIN #: 05-0315508
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
Rhode Island
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
3,321,150
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
3,321,150
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,321,150
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.69%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP NO. 73990510 Page 3 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Equity Partners VI, L.P.
TIN #: 05-0481063
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
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
1,423,349
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
1,423,349
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,423,349
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.26%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
CUSIP NO. 73990510 Page 4 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Growth Resources II, Inc.
TIN #: 05-0481064
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
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
1,423,349
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
1,423,349
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,423,349
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.26%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP NO. 73990510 Page 5 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Growth Resources, Inc.
TIN #: 05-0401134
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
Rhode Island
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
1,423,349
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
1,423,349
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,423,349
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.26%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP NO. 73990510 Page 6 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silverado IV Corp.
TIN #: 05-0481110
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
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
1,423,349
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
1,423,349
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,423,349
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.26%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP NO. 73990510 Page 7 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Private Equity Co., Inc.
TIN #: 05-0471718
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
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
4,744,499
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
4,744,499
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,744,499
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.82%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP NO. 73990510 Page 8 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chisholm Partners II, L.P.
TIN #: 05-0474058
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
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
208,001
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
208,001
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
208,001
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.29%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
CUSIP NO. 73990510 Page 9 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silverado II, L.P.
TIN #: 05-0474036
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
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
208,001
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
208,001
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
208,001
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.29%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
CUSIP NO. 73990510 Page 10 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silverado II Corp.
TIN #: 05-0474043
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
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
208,001
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
208,001
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
208,001
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.29%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP NO. 73990510 Page 11 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Financial Group, 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
Rhode Island
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
4,744,499
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
4,744,499
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,744,499
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.82%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP NO. 73990510 Page 12 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert M. Van Degna
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
United States
7. SOLE VOTING POWER
6,000
8. SHARED VOTING POWER
4,952,500
9. SOLE DISPOSITIVE POWER
6,000
10. SHARED DISPOSITIVE POWER
4,952,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,958,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.80%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 73990510 Page 13 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Habib Y. Gorgi
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
United States
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
4,952,500
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
4,952,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,952,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.77%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 73990510 Page 14 of 24
Schedule 13D
Item 1. Security and Issuer.
This Statement relates to the Common Stock, par value $.0001 per
share (the "Shares") of Preferred Networks, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at 850
Center Way, Norcross, Georgia 30071.
Item 2. Identity and Background.
(a) This Statement is filed by the following (collectively, the
"Reporting Persons"):
(i) by virtue of their direct beneficial ownership of Shares by each
of Fleet Equity Partners VI, L.P., a Delaware limited partnership ("FEP
VI"), Fleet Venture Resources, Inc., a Rhode Island corporation ("FVR"),
and Chisholm Partners II, L.P., a Delaware limited partnership ("CP"),
(ii) by virtue of being the sole general partners of FEP VI, by
Fleet Growth Resources II, Inc., a Delaware corporation ("FGRII"), and
Silverado IV Corp., a Delaware corporation ("SCIV"),
(iii) by virtue of the ownership of all of the outstanding common
stock of FGRII, by Fleet Growth Resources, Inc., a Rhode Island
corporation ("FGR"),
(iv) by virtue of the ownership of all of the outstanding common
stock of FGR and all of the outstanding common stock of FVR, by Fleet
Private Equity Co., Inc., a Rhode Island corporation ("FPEC"),
(v) by virtue of the ownership of all of the outstanding common
stock of FPEC, by Fleet Financial Group, Inc., a Rhode Island corporation
("FFGI"),
(vi) by virtue of being the sole general partner of CP, by Silverado
II, L.P., a Delaware limited partnership ("SLP"),
(vii) by virtue of being the sole general partner of SLP, by
Silverado II Corp., a Delaware corporation ("SCII"), and
(viii) by virtue of their ownership of a majority of the outstanding
common stock of SCII and SCIV, and by virtue of their officer and director
positions and roles with FVR, FGR, FGRII, FPEC, SCII and SCIV, by Robert
M. Van Degna and Habib Y. Gorgi (Mr. Van Degna is also the direct
beneficial owner of 6,000 Shares and an additional 9,000 Shares which have
not yet vested).
By signing this Statement, each Reporting Person agrees that this
Statement is filed on its behalf. No Reporting Person assumes
responsibility for the completeness or accuracy of the information
concerning any other Reporting Person.
<PAGE>
CUSIP NO. 73990510 Page 15 of 24
FEP VI, FVR, CP, FGRII, SCIV, FGR, FPEC, FFGI, SLP, SCII and Messrs.
Van Degna and Gorgi are herein collectively referred to as the "Fleet Group".
Certain information concerning the executive officers and directors
of FGRII, FGR, FVR, FPEC, FFGI, SCII and SCIV (collectively, the "Directors and
Officers") is set forth on Schedule A attached hereto, which is incorporated
herein by this reference.
(b) The business address of each of FEP VI, FGRII, FGR, FVR, FPEC,
CP, SLP, SCII, SCIV and Messrs. Van Degna and Gorgi is 50 Kennedy Plaza,
Providence, Rhode Island 02903. The principal business address of FFGI is 1
Federal Street, Boston, Massachusetts 02110.
(c) The principal business of each of FEP VI, FGRII, FGR, FVR, FPEC,
CP, SLP, SCII and SCIV is making and managing private equity investments, and,
in the case of FGRII and SCIV, acting as the general partners of FEP VI, in the
case of SLP, acting as the general partner of CP, in the case of SCII, acting as
the general partner of SLP. FFGI is principally engaged in the business of
providing diversified financial services, including services relating to
commercial banking, consumer banking, investment services, asset collection and
management services to its subsidiaries, financial institutions and individuals.
Mr. Van Degna is Chairman and CEO of each of FPEC, FVR, FGR and FGRII, and
Chairman, CEO and Treasurer of SCII and SCIV. Mr. Gorgi is President of FPEC,
FVR, FGR, and FGRII, and President and Secretary of SCII and SCIV.
(d) None of the Reporting Persons or, to the knowledge of any of the
Reporting Persons, any of the Directors and Officers, has been convicted in a
criminal proceeding in the past five years (excluding traffic violations or
similar misdemeanors).
(e) During the past five years, none of the Reporting Persons or, to
the knowledge of the Reporting Persons, any of the Directors and Officers, was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person 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
violation with respect to such laws.
(f) FEP VI, CP and SLP are Delaware limited partnerships. FGRII,
SCII, and SCIV are Delaware corporations. FGR, FVR, FPEC and FFGI are Rhode
Island corporations. Each of Messrs. Van Degna and Gorgi, the Directors and
Officers, and the individual partners of FEP VI, CP, and SLP (the "Partners") is
a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds required by FEP VI to acquire the Shares
reported in Item 5(a) was $849,070, and the total amount of funds required by
FEP VI to make the Investment described in Item 4 was $1,503,000. Such funds
were drawn in part from the application of the payment proceeds of FEP VI's
bridge loan to the Company in the amount of $1,002,000. The bridge loan, which
bore interest at an annual rate of 10%, was made in April 1997 and was due upon
the closing of the Investment. The source of funds for such bridge loan and
additional funds required to make the Investment was FEP VI's capital available
for investment.
The total amount of funds required by FVR to acquire the Shares
reported in Item 5(a) was $1,981,174, and the total amount of funds required by
FVR to make the Investment described in
<PAGE>
CUSIP NO. 73990510 Page 16 of 24
Item 4 was $3,507,000. Such funds were drawn in part from the application of the
payment proceeds of FVR's bridge loan to the Company in the amount of
$2,338,000. The bridge loan, which bore interest at an annual rate of 10%, was
made in April 1997 and was due upon the closing of the Investment. The source of
funds for such bridge loan and additional funds required to make the Investment
was FVR's capital available for investment.
The total amount of funds required by CP to acquire the Shares
reported in Item 5(a) was $435,423, and the total amount of funds required by CP
to make the Investment described in Item 4 was $90,000. Such funds were drawn in
part from the application of the payment proceeds of CP's bridge loan to the
Company in the amount of $60,000. The bridge loan, which bore interest at an
annual rate of 10%, was made in April 1997 and was due upon the closing of the
Investment. The source of funds for such bridge loan and additional funds
required to make the Investment was CP's capital available for investment.
Item 4. Purpose of Transaction.
The purchases described herein were made pursuant to the Class A
Redeemable Preferred Stock Purchase Agreement dated as of May 21, 1997, between
the Issuer on the one hand and FEP VI, FVR, CP, Centennial Fund IV, L.P., PNC
Capital Corp., Saugatuck Capital Company Limited Partnership III, and Primus
Capital Fund III Limited Partnership (collectively, the "Stockholders") on the
other hand. For purposes of Section 13D of the Securities Exchange Act of 1934,
the Stockholders are also deemed to be a group and have filed a separate Form
13D to report such group's holdings.
On June 17, 1997 FEP VI, FVR, and CP acquired, for an aggregate
purchase price of $5,100,000, (i) an aggregate of 3,400,000 shares of the
Company's Class A Redeemable Preferred Stock (the "Preferred Stock"), and (ii)
warrants to purchase an aggregate of 3,910,000 Shares (the "Warrants"). The
Preferred Stock and Warrants were acquired in the proportions set forth below:
Stockholder Purchase Price Preferred Stock Warrants
FVR $3,507,000 2,338,000 2,688,700
FEP VI $1,503,000 1,002,000 1,152,300
CP $ 90,000 60,000 69,000
Total $5,100,000 3,400,000 3,910,000
Each of the Fleet Group acquired the Preferred Stock and Warrants
for investment only. Depending upon their evaluation of the Company's
investments and prospects, and upon future developments (including, but not
limited to, performance of the Shares in the market, the effective yield on the
Shares, availability of funds, alternative uses of funds, and money, stock
market and general economic conditions), each of the Fleet Group may from time
to time purchase Shares, dispose of all or a portion of the Shares it holds, or
cease buying or selling Shares. Any such additional purchases or sales of the
Shares may be in open market or privately-negotiated transactions or otherwise.
<PAGE>
CUSIP NO. 73990510 Page 17 of 24
Item 5. Interest in Securities of the Issuer.
(a) FEP VI is the direct beneficial owner of 271,049 Shares and
1,152,300 Warrants, or approximately 8.26% of the outstanding Shares plus such
Warrants. By virtue of the relationships previously reported under Item 2 of
this Statement, FGRII, FGR, FPEC, FFGI, SCIV and Messrs. Van Degna and Gorgi may
be deemed to share indirect beneficial ownership of the Shares and Warrants
directly beneficially owned by FEP VI. Messrs. Van Degna and Gorgi disclaim
beneficial ownership of the Shares and Warrants not held directly by them.
FVR is the direct beneficial owner of 632,450 Shares and 2,688,700
Warrants, or approximately 17.69% of the outstanding Shares plus such Warrants.
By virtue of the relationship previously reported under Item 2 of this
Statement, FPEC, FFGI and Messrs. Van Degna and Gorgi may be deemed to share
indirect beneficial ownership of the Shares and Warrants directly beneficially
owned by FVR. Messrs. Van Degna and Gorgi disclaim beneficial ownership of the
Shares and Warrants not held directly by them.
CP is the direct beneficial owner of 139,001 Shares and 69,000
Warrants, or approximately 1.29% of the outstanding Shares plus such Warrants.
By virtue of the relationship previously reported under Item 2 of this
Statement, SLP, SCII and Messrs. Van Degna and Gorgi may be deemed to share
indirect beneficial ownership of the Shares and Warrants directly beneficially
owned by CP. Messrs. Van Degna and Gorgi disclaim beneficial ownership of the
Shares and Warrants not held directly by them.
Except as specifically set forth in this Item 5(a), each of the
Reporting Persons disclaims beneficial ownership of Shares and Warrants held by
the other Reporting Persons.
(b) FEP VI has the direct power to direct the disposition of and
vote the Shares and Warrants held by it. By virtue of the relationships
previously described in Item 2 of this Statement, each of FGRII, FGR, FPEC,
FFGI, SCIV and Messrs. Van Degna and Gorgi may be deemed to have the indirect
power to vote and direct the disposition of the Shares and Warrants held by FEP
VI. Messrs. Van Degna and Gorgi disclaim beneficial ownership of the Shares and
Warrants not held directly by them.
FVR has the direct power to direct the disposition of and vote the
Shares and Warrants held by it. By virtue of the relationships previously
described in Item 2 of this Statement, each of FPEC, FFGI and Messrs. Van Degna
and Gorgi may be deemed to have the indirect power to vote and direct the
disposition of the Shares and Warrants held by FVR. Messrs. Van Degna and Gorgi
disclaim beneficial ownership of the Shares and Warrants not held directly by
them.
CP has the direct power to direct the disposition of and vote the
Shares and Warrants held by it. By virtue of the relationships previously
described in Item 2 of this Statement, each of SLP, SCII and Messrs. Van Degna
and Gorgi may be deemed to have the indirect power to vote and direct the
disposition of the Shares and Warrants held by CP. Messrs. Van Degna and Gorgi
disclaim beneficial ownership of the Shares and Warrants not held directly by
them.
(c) Except as otherwise described herein, none of the Reporting
Persons or any of the Directors and Officers or Partners have effected any
transactions in the Shares during the past 60 days.
<PAGE>
CUSIP NO. 73990510 Page 18 of 24
(d) Each of the Fleet Group has the right to receive and the power
to direct the receipt of dividends from, and proceeds from the sale of, the
Shares and Warrants held directly by it.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Other than set forth above, neither any of the Reporting Persons nor
any of the Directors and Officers nor any Partners has any contact, arrangement,
understanding or relationship (legal or otherwise) with any person with respect
to securities of the Company, including but not limited to, transfer or voting
of any such securities, finder's fees, joint ventures, loans or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
None.
<PAGE>
CUSIP NO. 73990510 Page 19 of 24
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
June 24, 1997 FLEET VENTURE RESOURCES, INC.
/s/ Cynthia L. Balasco
-------------------------------
By Cynthia L. Balasco
Vice President
<PAGE>
CUSIP NO. 73990510 Page 20 of 24
SCHEDULE A
Set forth below are the names and present principal occupations of each of
the executive officers and directors of FPEC, FVR, FGR, FGRII, SCII, SCIV, and
FFGI. Except as otherwise set forth below, the principal business address of
each such person is 50 Kennedy Plaza, Providence, Rhode Island 02903.
I. Directors and Executive Officers of FPEC, FVR, FGR, FGRII.
(A) Directors Principal Occupation
Robert M. Van Degna Chairman and CEO, FPEC
Habib Y. Gorgi President, FPEC
H. Jay Sarles Vice Chairman, FFGI
Brian T. Moynihan Vice President, FFGI
Douglas L. Jacobs Vice President, FFGI
(B) Executive Officers Principal Occupation
Robert M. Van Degna Chairman and CEO, FPEC
Habib Y. Gorgi President, FPEC
Michael A. Gorman Senior Vice President, FPEC
Thadeus J. Mocarski Senior Vice President, FPEC
Riordon B. Smith Senior Vice President, FPEC
Cynthia L. Balasco Vice President, Assistant Secretary,
Controller and CFO, FPEC
II. Directors and Executive Officers of SCII and SCIV.
(A) Directors Principal Occupation
Robert M. Van Degna Chairman and CEO, FPEC
Habib Y. Gorgi President, FPEC
(B) Executive Officers Principal Occupation
Robert M. Van Degna Chairman and CEO, FPEC
Habib Y. Gorgi President, FPEC
Michael A. Gorman Senior Vice President, FPEC
Thadeus J. Mocarski Senior Vice President, FPEC
Riordon B. Smith Senior Vice President, FPEC
Cynthia L. Balasco Vice President, Assistant Secretary,
Controller and CFO, FPEC
<PAGE>
CUSIP NO. 73990510 Page 21 of 24
III. Directors and Officers of FFGI.
(A) Directors Principal Occupation/Address
Joel B. Alvord Retired Chairman, Fleet Financial Group, Inc.
1 Federal Street
Boston, MA 02110
William Barnet, III President and CEO, William Barnet & Son, Inc.
P.O. Box 131
1300 Hayne Street
Arcadia, SC 20320
Bradford R. Boss Chairman, A.T. Cross Company
One Albion Road
Lincoln, RI 02865
Stillman B. Brown President, Harcott Corporation
196 Trumball Street, 4th Floor
Hartford, CT 06103
Paul J. Choquette, Jr. President, Gilbane Building Company
Seven Jackson Walkway
Providence, RI 02940
John T. Collins Chairman and CEO, The Collins Group, Inc.
Two International Place, Floor 27
Boston, MA 02110
Bernard M. Fox Chairman, President and CEO, Northeast
Utilities
P.O. Box 270
Hartford, CT 06141
James F. Hardymon Chairman and CEO, Textron, Inc.
40 Westminster Street
Providence, RI 02903
Robert M. Kavner Managing Director, Kavner & Associates
9830 Wilshire Boulevard
Beverly Hills, CA 90212
Raymond C. Kennedy Chairman, Kendell Holdings, Inc.
745 Warren Street
Hudson, NY 12534
Robert J. Matura Chairman and CEO, Robert J. Matura Associates
84 Lynam Road
Stamford, CT 06903
Arthur Milot Private Investor
P.O. Box 456
Jamestown, RI 02835
Terrance Murray Chairman, President and CEO, Fleet Financial
Group, Inc.
1 Federal Street
Boston, MA 02110
<PAGE>
CUSIP NO. 73990510 Page 22 of 24
(A) Directors Principal Occupation/Address
Thomas D. O'Connor, Sr. Chairman and CEO, Mohawk Paper Mills, Inc.
465 Saratoga Street
P.O. Box 497
Cohoes, NY 12047
Michael B. Picotte Managing General Partner and CEO, The Picotte
Companies
20 Corporate Woods Boulevard, Suite 600
Albany, NY 12211
Lois D. Rice Guest Scholar, Program in Economic Studies
Brookings Institution
2332 Massachusetts Avenue, N.W.
Washington, D.C. 20008
John R. Riedman Chairman, Riedman Corp.
Riedman Tower
45 East Avenue
Rochester, NY 14604
John S. Scott Retired Chairman, Richardson-Vicks, Inc.
1191 Smith Ridge Road
New Canaan, CT 06840
Samuel O. Thier CEO, Partners Healthcare System, Inc.
Prudential Tower - 11th Floor
800 Boylston Street
Boston, MA 02199
Paul R. Tregurtha Chairman and CEO, Mormac Marine Group, Inc.
Three Landmark Square
Stamford, CT 06901
(B) Executive Officers Principal Occupation/Address
Robert J. Higgins President and COO
Fleet Financial Group, Inc.
1 Federal Street
Boston, MA 02110
Douglas L. Jacobs Treasurer
Fleet Financial Group, Inc.
75 State Street
Boston, MA
Robert C. Lamb, Jr. Controller and Chief Accounting Officer
Fleet Financial Group, Inc.
1 Federal Street
Boston, MA 02110
<PAGE>
CUSIP NO. 73990510 Page 23 of 24
(B) Executive Officers Principal Occupation/Address
Eugene M. McQuade Vice Chairman, CFO
Fleet Financial Group, Inc.
1 Federal Street
Boston, MA 02110
William C. Mutterperl Senior Vice President, Secretary and General
Counsel
Fleet Financial Group, Inc.
1 Federal Street
Boston, MA 02110
Gunnar S. Overstrom, Jr. Vice Chairman
Fleet Financial Group, Inc.
777 Main Street
Hartford, CT 06115
H. Jay Sarles Vice Chairman, Chief Administrative Officer
Fleet Financial Group, Inc.
1 Federal Street
Boston, MA 02110
Michael R. Zucchini Vice Chairman
Fleet Financial Group, Inc.
1 Federal Street
Boston, MA 02110
<PAGE>
CUSIP NO. 73990510 Page 24 of 24
CONFIRMING STATEMENT
This Statement confirms that the undersigned, Robert M. Van Degna, has
authorized and designated Cynthia L. Balasco to execute and file on the
undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto)
and all Schedules 13D and 13G (including any amendments thereto) that the
undersigned may be required to file with the U.S. Securities and Exchange
Commission as a result of the undersigned's direct and indirect ownership of or
transactions in securities of Preferred Networks, Inc. The authority of Cynthia
L. Balasco under this Statement shall continue until July 7, 1997, unless
earlier revoked in writing. The undersigned acknowledges that Cynthia L. Balasco
is not assuming any of the undersigned's responsibilities to comply with Section
16 or Section 13 of the Securities Exchange Act of 1934.
Dated: June 11, 1997 Signed: /s/ Robert M. Van Degna
---------------------------------
Robert M. Van Degna
