SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Preferred Networks, Inc.
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
73990510
(CUSIP Number)
Thomas R. Stephens, Esq.
Bartlit Beck Herman Palenchar & Scott
511 Sixteenth Street Suite 700
Denver, Colorado 80202
(303) 592-3100
(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-1(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 following page(s))
Page 1 of 30 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Centennial Fund IV, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
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
SHARES 4,660,835
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,660,835
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,660,835
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.68%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Centennial Holdings IV, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,660,835
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,660,835
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,660,835
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.68%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Equity Partners VI, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
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
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,423,349
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 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
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Growth Resources, II, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,423,349
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 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
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Growth Resources, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,423,349
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 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
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Venture Resources, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 3,321,150
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 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
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Private Equity Co, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
4,744,499
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 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
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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) X
(b)
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,744,499
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,744,499
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silverado IV Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 1,423,349
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 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
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chisholm Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
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
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 208,001
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 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
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silverado II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 208,001
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 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
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silverado II Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 208,001
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 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
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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) X
(b)
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,952,500
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,000
PERSON 10 SHARED DISPOSITIVE POWER
WITH 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
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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) X
(b)
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,952,500
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 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
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Saugatuck Capital Company Limited Partnership III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
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
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,422,502
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,422,502
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,422,502
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.87%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Greyrock Partners Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,422,502
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,422,502
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,422,502
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.87%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PNC Capital Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
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
SHARES 1,720,330
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,720,330
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,720,330
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.90%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PNC Holding Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,720,330
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,720,330
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,720,330
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.90%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PNC Bank Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
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
Pennsylvania
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,720,330
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,720,330
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,720,330
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.90%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Primus Capital Fund III Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
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
Ohio
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,824,583
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,824,583
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,824,583
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.50%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Primus Venture Partners III Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
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
Ohio
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,824,583
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,824,583
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,824,583
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.50%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Primus Venture Partners, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
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
Ohio
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,824,583
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,824,583
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,824,583
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.50%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NO. 2 TO STATEMENT ON SCHEDULE 13D
This amended statement on Schedule 13D relates to the Common Stock,
par value $.0001 per share (the "Shares") of Preferred Networks, Inc., a
Delaware corporation (the "Company"). Items 4 and 5 of this statement,
previously filed by the Reporting Persons (as defined below) are hereby amended
as set forth below:
The Reporting Persons include:
(i) by virtue of their direct beneficial ownership of Shares, by
each of Centennial Fund IV, L.P., a Delaware limited partnership
("Centennial IV"), Fleet Equity Partners VI, L.P., a Delaware limited
partnership ("FEP VI"), Fleet Venture Resources, Inc., a Rhode Island
Corporation ("FVR"), Chisholm Partners II, L.P., a Delaware limited
partnership ("CP"), Saugatuck Capital Company Limited Partnership III, a
Delaware limited partnership ("Saugatuck III"), PNC Capital Corp., a
Delaware corporation ("PNCCC"), and Primus Capital Fund III Limited
Partnership, an Ohio limited partnership ("Primus III") (collectively, the
"Stockholders"),
(ii) by virtue of being the sole general partner of Centennial IV,
by Centennial Holdings IV, L.P., a Delaware limited partnership ("Holdings
IV"),
(iii) 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"),
(iv) by virtue of the ownership of all of the outstanding common
stock of FGRII, by Fleet Growth Resources, Inc., a Rhode Island
corporation ("FGR"),
(v) 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")
(vi) by virtue of the ownership of all of the outstanding common
stock of FPEC, by Fleet Financial Group, Inc., a Rhode Island corporation
("FFGI"),
(vii) by virtue of being the sole general partner of CP, by
Silverado II, L.P., a Delaware limited partnership ("SLP"),
(viii) by virtue of being the sole general partner of SLP, by
Silverado II Corp., a Delaware corporation ("SCII"),
(ix) 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,
(x) by virtue of being the sole general partner of Saugatuck III, by
Greyrock Partners Limited Partnership, a Delaware limited partnership
("Greyrock"),
(xi) by virtue of being the sole general partner of Primus III, by
Primus Venture Partners III Limited Partnership ("Primus Venture III"), an
Ohio limited partnership,
(xii) by virtue of being the sole general partner of Primus Venture
III, by Primus Venture Partners, Inc., an Ohio corporation ("Primus"),
(xiii) by virtue of the ownership of all of the outstanding common
stock of PNCCC, by PNC Holding Corp., a Delaware corporation ("PNCHC") and
(xiv) by virtue of the ownership of all of the outstanding common
stock of PNCHC, by PNC Bank Corp., a Pennsylvania corporation ("PNCBC").
Item 4. Purpose of Transaction
No change except for the addition of the following:
On June 17, 1997, pursuant to the first closing under the Class A
Redeemable Preferred Stock Purchase Agreement dated as of May 21, 1997, the
Stockholders acquired, for an aggregate purchase price of $15,000,000, (i) an
aggregate of 10,000,000 shares of the Company s Class A Redeemable Preferred
Stock (the "Preferred Stock"), and (ii) warrants to purchase an aggregate of
11,500,000 Shares (the "Warrants"). The Stockholders acquired Preferred Stock
and Warrants in the proportions set forth below:
Stockholder Purchase Price Preferred Stock Warrants
Centennial IV $4,700,000 3,133,333 3,603,333
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
PNCCC $1,700,000 1,133,333 1,303,333
Saugatuck III $1,800,000 1,200,000 1,380,000
Primus III $1,700,000 1,133,333 1,303,333
Total $15,000,000 9,999,999 11,499,999
Each of the Stockholders acquired the Preferred Stock and Warrants
described above 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 and the Preferred Stock, availability of funds, alternative uses
of funds, and money, stock market and general economic conditions), each of the
Stockholders may from time to time purchase Shares, Preferred Stock or Warrants,
dispose of all or a portion of the Shares, Preferred Stock or Warrants it holds,
or cease buying or selling Shares, Preferred Stock and Warrants. Any such
additional purchases or sales of the Shares may be in open market or privately-
negotiated transactions or otherwise, and any such additional purchases or sales
of Preferred Stock or Warrants may be in privately-negotiated transactions.
Item 5. Interest in Securities of the Issuer.
No change except for the addition of the following:
(a) Centennial IV is the direct beneficial owner of 1,057,502
Shares and 3,603,333 Warrants, or approximately 23.68% of the sum of (i) the
16,080,559 Shares deemed outstanding as of April 7, 1997, according to
information contained in the Company s Annual Report on Form 10-K for the year
ended December 31, 1996 (the "Outstanding Shares") plus (ii) such Warrants. By
virtue of the relationships previously reported under Item 2 of this Statement,
Holdings IV may be deemed to have indirect beneficial ownership of the Shares
and Warrants directly beneficially owned by Centennial IV.
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.
Saugatuck III is the direct beneficial owner of 1,042,502 Shares and
1,380,000 Warrants, or approximately 13.87% of the Outstanding Shares plus such
Warrants. By virtue of the relationships previously reported under Item 2 of
this Statement, Greyrock may be deemed to have indirect beneficial ownership of
the Shares and Warrants directly beneficially owned by Saugatuck III.
Primus III is the direct beneficial owner of 521,250 Shares and
1,303,333 Warrants, or approximately 10.50% of the Outstanding Shares plus such
Warrants. By virtue of the relationships previously reported under Item 2 of
this Statement, Primus Venture III and Primus may be deemed to have indirect
beneficial ownership of the Shares and Warrants directly beneficially owned by
Primus III.
PNCCC is the direct beneficial owner of 416,997 Shares and 1,303,333
Warrants, or approximately 9.90% of the Outstanding Shares plus such Warrants.
By virtue of the relationships previously reported under Item 2 of this
Statement, PNCHC and PNCBC may be deemed to have indirect beneficial ownership
of the Shares and Warrants directly beneficially owned by PNCCC.
By virtue of the arrangements previously described in Item 4 of this
Statement, the Stockholders may be deemed to constitute a group formed for the
purpose of acquiring the Warrants and Preferred Stock. 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) Centennial IV 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, Holdings IV may be deemed to
have the indirect power to vote and direct the disposition of the Shares and
Warrants held by Centennial IV.
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.
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.
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.
Saugatuck III 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, Greyrock may be deemed to have
the indirect power to vote and direct the disposition of the Shares and Warrants
held by Saugatuck III.
PNCCC 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, PNCHC and PNCBC may be deemed to have the
indirect power to vote and direct the disposition of the Shares and Warrants
held by PNCCC.
Primus III 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, Primus Venture III and Primus
may be deemed to have the indirect power to vote and direct the disposition of
the Shares and Warrants held by Primus III.
(c) The provisions of the first paragraph under Item 4 of this
Amendment are incorporated herein in their entirety.
(d) Each of the Stockholders 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 by it.
Signature
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.
Date: June 25, 1997 /s/ Jeffrey Schutz
Jeffrey Schutz, as general partner of Centennial
Holdings IV, L.P., general partner of Centennial Fund
IV, L.P.
Date: June 25, 1997 /s/ Robert Van Degna
Robert Van Degna, individually and as Chairman and Chief
Executive Officer of Fleet Growth Resources II, Inc.,
general partner of Fleet Equity Partners VI, L.P.; as
Chairman and Chief Executive Officer of Silverado II
Corp., general partner of Silverado II, L.P., general
partner of Chisholm Partners II, L.P.; and as Chairman
and Chief Executive Officer of Fleet Growth Resources,
Inc., Fleet Venture Resources, Inc., Fleet Private
Equity Co., Inc. and Silverado IV Corp.
Date: June 25, 1997 /s/ William C. Mutterperl
William C. Mutterperl, Senior Vice President, Secretary
and General Counsel of Fleet Financial Group, Inc.
Date: June 25, 1997 /s/ Habib Y. Gorgi
Habib Y. Gorgi, individually
Date: June 25, 1997 /s/ Richard P. Campbell, Jr.
Richard P. Campbell, Jr., as general partner of Greyrock
Partners, general partner of Saugatuck Capital Company
Limited Partnership III
Date: June 25, 1997 /s/ Steve Rothman
Steve Rothman, Managing Director and Chief Financial
Officer of Primus Venture Partners, Inc., general
partner of Primus Venture Partners III Limited
Partnership, general partner of Primus Capital Fund III
limited partnership
Date: June 25, 1997 /s/ David McL. Hillman
David McL. Hillman, Executive Vice President and
Principal of PNC Capital Corp.
Date: June 25, 1997 /s/ Robert L. Haunschild
Robert L. Haunschild, Chairman and President of
PNC Holding Corp, and Senior Vice President and Chief
Financial Officer of PNC Bank Corp.
