UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
1. Name and Address of Reporting Person
Alta Communications, Inc.,
One Post Office Square, Suite 3800
Boston, MA 02109
USA
2. Date of Event Requiring Statement (Month/Day/Year)
3/17/98
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Preferred Networks, Inc.
PFNT
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
(X) Director ( ) 10% Owner ( ) Officer (give title below) ( ) Other
(specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
( ) Form filed by One Reporting Person
(X) Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
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Table I -- Non-Derivative Securities Beneficially Owned |
___________________________________________________________________________________________________________________________________|
1. Title of Security |2. Amount of |3. Ownership |4. Nature of Indirect |
| Securities | Form: | Beneficial Ownership |
| Beneficially | Direct(D) or | |
| Owned | Indirect(I) | |
___________________________________________________________________________________________________________________________________|
<S> <C> <C> <C>
___________________________________________________________________________________________________________________________________|
<CAPTION>
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Table II -- Derivative Securitites Beneficially Owned |
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1.Title of Derivative |2.Date Exer- |3.Title and Amount | |4. Conver-|5. Owner- |6. Nature of Indirect |
Security | cisable and | of Underlying | |sion or |ship | Beneficial Ownership |
| Expiration | Securities | |exercise |Form of | |
| Date(Month/ |-----------------------|---------|price of |Deriv- | |
| Day/Year) | |Amount |deri- |ative | |
| Date | Expira- | |or |vative |Security: | |
| Exer- | tion | Title |Number of|Security |Direct(D) or | |
| cisable | Date | |Shares | |Indirect(I) | |
___________________________________________________________________________________________________________________________________|
<S> <C> <C> <C> <C> <C> <C> <C>
Warrants to purchase com|3/17/98 |3/17/03 |Common Stock, no par va|3,712,500|$1.50 |D(1) |(2) |
mon stock | | |lue | | | | |
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</TABLE>
Explanation of Responses:
(1) Alta Communications, Inc., a Massachusetts corporation (the "Reporting
Person"), is the management advisory
company of Alta Communications VI, L.P., a Delaware limited partnership ("Alta
VI"), and Alta Comm S By S, LLC,
a Massachusetts limited liability company ("Alta LLC"). Alta Communications VI
Management Partners, L.P., a
Delaware limited partnership ("Alta Management"), is the sole general partner
of Alta VI. By virtue of the
relationships described above, the Reporting Person and Alta Management may be
deemed to control Alta VI and
possess indirect control of the 3,629,873 warrants to acquire common stock of
the Issuer directly beneficially
held by Alta VI. Robert Benbow, William P. Egan, Brian McNeill and Timothy
Dibble are the managing general
partners of Alta Management and officers of the Reporting Person (the
"Partners"). By virtue of the relationships
described above and their roles with the Reporting Person, each of the Partners
may be deemed to control the
Reporting Person and Alta Management, and the Reporting Person and Alta
Management may be deemed to
possess indirect beneficial ownership of the warrants held by Alta VI.
However, none of the Partners, acting
alone, has voting or investment power with respect to the warrants directly
beneficially held by Alta VI and, as a
result, the Partners disclaim beneficial ownership of the warrants directly
beneficially owned by Alta VI, except to
the extent of their pecuniary interest in Alta VI. Alta LLC is a side company
that makes all investments pro rata to
the capital of Alta VI with all allocations made to its members based on
paid-in capital. Alta LLC directly
beneficially holds 82,627 warrants to acquire common stock of the Issuer.
Certain of the Partners are members
of Alta LLC and certain members of Alta LLC are affiliates of the Reporting
Person.
(2) On March 17, 1998, Alta VI and Alta LLC and certain other stockholders of
the Issuer (the "Stockholders")
invested an aggregate of $8 million in newly issued Class B Senior Redeemable
Preferred Stock and warrants of
the Issuer. Alta VI and Alta LLC invested a total of approximately $5.5
million of such amount.
Joint Filer Names: Alta Communications VI Management Partners,
L.P.
Alta Communications VI,
L.P.
Alta Comm S By S,
LLC
Address: One Post Office Square, Suite
3800
Boston, MA
02109
Signature: _________________________________________________
Eileen McCarthy, as General Partner of Alta
Communications
VI Management Partners, L.P., as General Partner of
Alta
Communications VI, L.P., and as member of Alta
Comm
S By S,
LLC
SIGNATURE OF REPORTING PERSON
Eileen McCarthy, Vice President of Alta Communications, Inc.
DATE
March 27, 1998
