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)
February 8, 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 ss.ss.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 ss.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 3 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 4,136,910
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 4,136,910
10 SHARED DISPOSITIVE POWER
PERSON
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,136,910
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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*
(a)
(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 4,136,910
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 4,136,910
10 SHARED DISPOSITIVE POWER
PERSON
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,136,910
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 6 Pages
<PAGE>
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.
Jeffrey Schutz is no longer a director of the Company.
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 419,502
Shares, 3,603,333 Warrants issued in 1997 and 114,075 Warrants issued in 1998
(collectively, the "Warrants"), or approximately 20.6% 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.
As a result of Mr. Schutz' resignation from the Company's
Board of Directors, the 15,000 options that Mr. Schutz held, which were held on
behalf of Centennial IV, were cancelled.
(c) The table below sets forth sales of the Shares by
Centennial IV during the past 60 days. Such sales were effected by Centennial IV
in the over the counter market.
Approximate Price
Date Amount of Shares Per Share
(exclusive of commissions)
2/7/00 150,000 $ 1.1494
2/8/00 95,000 $ 2.0345
2/9/00 40,000 $ 1.9545
2/11/00 40,000 $ 1.875
2/14/00 22,500 $ 1.9375
2/22/00 5,000 $ 2.00
2/23/00 10,000 $ 2.00
2/24/00 15,500 $ 2.00
2/28/00 60,000 $ 2.0417
2/29/00 185,000 $ 2.4113
Except as set forth above, none of the Reporting Persons has effected any
transaction in the Shares during the past 60 days.
<PAGE>
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: February 29, 2000 /s/ Steven Halstedt
Steven Halstedt,
as general partner of Centennial
Holdings IV, L.P.,
general partner of Centennial
Fund IV, L.P.
