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 PNC Bank Corp., PNC One PNC Plaza 249 Fifth Avenue Pittsburgh, PA 15222-2707 USA 2. Date of Event Requiring Statement (Month/Day/Year) 04/09/97 3. IRS or Social Security Number of Reporting Person (Voluntary) 4. Issuer Name and Ticker or Trading Symbol Preferred Networks, Inc. PNFT 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) ( ) Director (X) 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 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) | | ___________________________________________________________________________________________________________________________________| Common Stock |416,997(1) |D(1) | | - - -----------------------------------------------------------------------------------------------------------------------------------| ___________________________________________________________________________________________________________________________________| ___________________________________________________________________________________________________________________________________ Table II -- Derivative Securitites Beneficially Owned | ___________________________________________________________________________________________________________________________________| 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) | | ___________________________________________________________________________________________________________________________________| ___________________________________________________________________________________________________________________________________|
Explanation of Responses: Explanation of Responses: (1) PNC Holding Corp. ("PNCHC") is the owner of all of the outstanding common stock of PNC Capital Corp. ("PNCCC"). The Reporting Person is the owner of all of the outstanding common stock of PNCHC. By virtue of the relationships described above, PNCHC and the Reporting Person may be deemed to control PNCCC and possess indirect beneficial ownership of the securities of the Issuer directly beneficially held by PNCCC. On April 9, 1997, PNCCC and certain other stockholders of the Issuer (the "Stockholders") committed to invest an aggregate of $15 million in newly issued Class A Preferred Stock and warrants of the Issuer (the "Investment"). The Investment is subject to a number of conditions, including without limitation the negotiation of definitive documents to evidence the Investment and approval by the Issuer's shareholders of certain transactions contemplated by the Investment, and no assurances can be given that the Investment will be closed or that the terms and conditions of the Investment will not change. As result of the foregoing, each of the Reporting Person, PNCHC and PNCCC may be deemed to be a member of a group holding in excess of 10% of the Issuer's Common Stock. However, the Reporting Person, PNCHC and PNCCC each disclaim beneficial ownership of, and any pecuniary interest in, any Issuer securities held by the Stockholders. Joint Filer Name: PNC Capital Corp. Address: c/o PNC Bank, Delaware 222 Delaware Avenue Wilmington, DE 19801 Signature: __________________________________ David McL. Hillman, Executive Vice President and Principal Joint Filer Name: PNC Holding Corp. Address: c/o PNC Bank, Delaware 222 Delaware Avenue Wilmington, DE 19801 Signature: __________________________________ Robert L. Haunschild, Chairman and President SIGNATURE OF REPORTING PERSON Robert L. Haunschild, Sr. Vice President and CFO DATE 04/21/97