SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
March 2, 2000
(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box.
Note: Schedules filed in paper format shall include a signed original
and five copies of this schedule, including all exhibits. See Section
240.13d-7 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).
Page 1 of 6 Pages
CUSIP No. 73990510 13D Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
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*
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 3,876,910
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 3,876,910
10 SHARED DISPOSITIVE POWER
PERSON
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,876,910
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.3%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 6 Pages
1 NAME OF REPORTING PERSON
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*
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 3,876,910
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 3,876,910
10 SHARED DISPOSITIVE POWER
PERSON
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,876,910
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.3%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 6 Pages
Introductory Statement
This amended statement on Schedule 13D relates to the Common
Stock no par value (the "Shares")of Preferred Networks, Inc., a Georgia
corporation (the "Company"). Items 4 and 5 of this statement, previously
filed by (i) Centennial Fund IV, L.P., a Delaware limited partnership
("Centennial IV"), as direct beneficial owner of Shares, and (ii) Centennial
Holdings IV, L.P., a Delaware limited partnership ("Holdings IV"), by virtue
of the relationships described previously in this statement, is hereby amended
as set forth below.
Item 4. Purpose of Transaction
No change except for the addition of the following:
Centennial IV sold the Shares reported in Item 5(c) in order to reduce its
equity interest in the Company. Depending upon their evaluation of the Company's
investments and prospects, and upon future developments (including, but not
limited to, market for the Shares, the effective yield on the Company's
preferred stock, availability of funds, alternative uses of funds, and money,
stock market and general economic conditions), each of the Reporting Persons may
from time to time purchase Shares or other securities issued by the Company,
dispose of all or a portion of the Shares and other securities that it holds, or
cease buying or selling Shares and other securities issued by the Company. Any
such additional purchases or sales of Shares or other securities may be in open
market or privately-negotiated transactions or otherwise.
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 159,502 Shares,
3,603,333 Warrants issued in 1997 and 114,075 Warrants issued in 1998
(collectively, the "Warrants"), or approximately 19.5% of the sum of (i) the
16,369,302 Shares deemed outstanding as of November 11, 1999, according to
information contained in the Company's quarterly report on Form 10-Q for the
period ended September 30, 1999 (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.
(c) The table below sets forth sales of the Shares by
Centennial IV since February 29, 2000. Such sales were effected by
Centennial IV in the over the counter market.
Approximate Price
Date Amount of Shares Per Share
(exclusive of commissions)
3/1/00 135,000 $2.6875
3/2/00 65,000 $2.6587
3/6/00 25,000 $2.2750
3/7/00 25,000 $2.25
3/9/00 10,000 $2.50
Except as set forth above, none of the Reporting Persons
has effected any transaction in the Shares since February 29, 2000.
Page 5 of 6 Pages
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: March 9, 2000 /s/ Jeffrey Schutz
Jeffrey Schutz,
as general partner of Centennial
Holdings IV, L.P.,
general partner of Centennial Fund IV, L.P.
43154
