SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13D-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )1
Preferred Networks, Inc.
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
73990510
(CUSIP Number)
March 6, 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)
[ X ] Rule 13-d1(c)
[ ] Rule 13-d1(d)
1The 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 7 Pages
<PAGE>
CUSIP No. 73990510 13G Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Centennial Fund IV, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 3,876,910
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 3,876,910
PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,876,910
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.3%
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 73990510 13G Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Centennial Holdings IV, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 3,876,910
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 3,876,910
PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,876,910
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.3%
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 7 Pages
Introductory Statement
This statement on Schedule 13G is filed by Centennial Fund IV, L.P., a
Delaware limited partnership ("Fund IV") and Centennial Holdings IV, L.P., a
Delaware limited partnership ("Holdings IV") (collectively, the "Reporting
Persons"). The Reporting Persons previously filed a statement on Schedule 13D to
report their ownership of securities of the Issuer, and, as a result of
transactions reported in amendment number 3 of such Schedule 13D filing, the
Reporting Persons' beneficial ownership of securities of the Issuer has been
reduced to less than 20%. This statement on Schedule 13G does not amend any
ownership information contained in such Schedule 13D filing.
Item 1(a). Name of Issuer:
Preferred Networks, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
850 Center Way, Norcross, GA 30071
Item 2(a). Name(s) of Person(s) Filing:
This Statement is filed by Centennial Fund IV, L.P., a Delaware limited
partnership ("Fund IV"), by virtue of its direct beneficial ownership
of the Issuer's common stock (the "Shares") and certain warrants to
acquire Shares, and by Centennial Holdings IV, L.P., a Delaware limited
partnership ("Holdings IV"), by virtue of being the sole general
partner of Fund IV. Steven C. Halstedt, Jeffrey H. Schutz, Adam
Goldman, Donald H. Parsons, Jr., and David C. Hull, Jr. are the sole
general partners of Holdings IV (the "Individual Partners"). By virtue
of the relationships described above and their roles with Fund IV and
Holdings IV, each of the Individual Partners may be deemed to control
Fund IV and Holdings IV and may be deemed to possess indirect
beneficial ownership of the Shares held by Fund IV. However, none of
the Individual Partners, acting alone, has voting or investment power
with respect to the Shares directly beneficially held by Fund IV, and,
as a result, each Individual Partner disclaims beneficial ownership of
the Shares held by Fund IV.
Item 2(b). Address of Principal Business Office or, if None, Residence
1428 Fifteenth Street, Denver, Colorado 80202
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
73990510
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o);
(b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) Investment company registered under section 8 of the Investment
Company Act, (15 U.S.C. 80a-8);
(e) An investment adviser in accordance withss.240.13d-1(b)(1)(ii)(E);
<PAGE> Page 5 of 7 Pages
Item 3. Continued:
(f) An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) A parent holding company or control person in accordance
with ss.240.13d-1(b)(1)(ii)(G);
(h) A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act(12 U.S.C. 1813);
(i) A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(h) Group, in accordance withss.240.13d-1(b)(1)(ii)(J).
Not applicable
Item 4. Ownership.
(a) Amount beneficially owned:
As of March 9, 2000, Fund IV directly beneficially
owned 159,502 Shares and 3,717,405 warrants. Each
warrant entitles Fund IV to purchase one Share. By
virtue of the relationships described in this
Statement, Holdings IV may be deemed to beneficially
own the Shares directly beneficially owned by Fund IV.
(b) Percent of class:
The 3,876,910 Shares and warrants directly
beneficially held by Fund IV as of March 6, 2000
represent approximately 19.5% of the number of
outstanding Shares plus such warrants.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
3,876,910
(ii) Shared power to vote or to direct the vote:
-0-
(iii)Sole power to dispose or to direct the disposition of:
3,876,910
(iv) Shared power to dispose or to direct the disposition
of:
-0-
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check
the following.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
<PAGE> Page 6 of Pages 7
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control ofn the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
<PAGE>
Page 7 of Pages 7
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.
March 9, 2000
(Date)
/s/ Jeffrey Schutz
(Signature)
Jeffrey Schutz, as general
partner of Centennial
Holdings IV, L.P., general
partner of Centennial Fund
IV, L.P.
(Name/Title)
43166
