UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Xpedior Incorporated
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
98413B 10 0
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(CUSIP Number)
Kathleen B. Horne, Esq. With a copy to:
Senior Vice President and General Counsel Richard F. Langan, Jr., Esq.
PSINet Inc. Nixon Peabody LLP
44983 Knoll Square 437 Madison Avenue
Ashburn, Virginia 20147 New York, New York 10022
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 1, 2000
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1 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 in 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>
SCHEDULE 13D
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CUSIP No. 98413B 10 0 Page 2 of 6
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
PSINet Inc.
16-1353600
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC with respect to 8,446,432 shares (See Item 3)
OO with respect to 40,005,048 shares (See Item 3)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
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7 SOLE VOTING POWER
NUMBER OF
SHARES 8,446,432 (See Item 6)
BENEFICIALLY --------------------------------------------------
OWNED BY --------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 40,005,048 (See Item 6)
WITH --------------------------------------------------
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9 SOLE DISPOSITIVE POWER
8,446,432 (See Item 6)
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10 SHARED DISPOSITIVE POWER
40,005,048 (See Item 6)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,451,480
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.7%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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<PAGE>
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CUSIP No. 98413B 10 0 Page 3 of 6
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
PSINet Consulting Solutions Holdings, Inc.
76-0556713
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY --------------------------------------------------
OWNED BY --------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 40,005,048 (See Item 6)
WITH --------------------------------------------------
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
40,005,048 (See Item 6)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,005,048
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
77.9%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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<PAGE>
Explanatory Note.
This Amendment No. 3 to Schedule 13D (this "Amendment") amends and
supplements Items 1, 3, 5 and 7 of the statement on Schedule 13D filed on June
26, 2000 (the "Schedule 13D") and amended on September 13, 2000 and on October
19, 2000 by PSINet Inc., a New York corporation ("PSINet"), and PSINet
Consulting Solutions Holdings, Inc., a Delaware corporation that is a wholly
owned subsidiary of PSINet ("PCS"). This Amendment should be read in conjunction
with the Schedule 13D, as previously amended.
Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Schedule 13D.
Item 1. Security and Issuer.
Item 1 is hereby deleted in its entirety and replaced with the following:
This Amendment relates to shares of the common stock, par value $0.01 per
share (the "Common Stock"), of Xpedior Incorporated, a Delaware corporation (the
"Issuer"). This Amendment is being filed due to the recent acquisition (as
described in Item 3) of shares of the Issuer's Series B 9% Cumulative
Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred
Stock"), which Series B Preferred Stock is convertible into shares of Common
Stock at any time at the option of the holder thereof.
The Issuer's principal executive offices are located at One North Franklin,
Suite 1500, Chicago, Illinois 60606.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby deleted in its entirety and replaced with the following:
Prior to December 1999, the Issuer was a wholly owned subsidiary of PCS. In
December 1999, the Issuer filed a Registration Statement on Form S-1 with
respect to 9,815,250 shares of its Common Stock and became subject to the
reporting requirements of the Act. At the time of such registration, PCS owned
40,005,048 shares of the Issuer's Common Stock. PCS continues to hold such
shares today.
On March 21, 2000, PSINet, PCS and PSINet Shelf IV, Inc., a Delaware
corporation that was then a wholly owned subsidiary of PSINet ("PSINet Shelf"),
entered into an Agreement and Plan of Merger (the "Merger Agreement"). On June
15, 2000, pursuant to the Merger Agreement, PSINet Shelf was merged with and
into PCS (the "Merger") and the former shareholders of PCS received 0.9 shares
of common stock, par value $0.01 per share, of PSINet, in exchange for each
share of common stock, par value $0.01 per share, of PCS held by them on the
applicable record date. As a result of the Merger, PCS became a wholly owned
subsidiary of PSINet and PSINet became an indirect holder of the shares of the
Issuer's Common Stock held by PCS. A copy of the Merger Agreement was filed as
Exhibit 1 to the Schedule 13D.
On June 15, 2000, PSINet and the Issuer entered into a Purchase Agreement
(the "Purchase Agreement") pursuant to which the Issuer sold to PSINet, in
consideration for $50,000,000, a Convertible Note (the "Convertible Note"). On
October 16, 2000, the Convertible Note converted into an aggregate of 1,000,000
shares of the Issuer's Series A 8 1/2% Cumulative Convertible Preferred Stock
(the "Series A Preferred Stock"), which is presently convertible into 1,333,333
shares of the Issuer's Common Stock (subject to the possibility of reset on the
conversion price and to anti-dilution protection in the event of
Page 4 of 6
<PAGE>
stock splits, stock dividends, recapitalizations, below-market share issuances
and similar events). PSINet is therefore the sole beneficial owner of 1,333,333
shares of the Issuer's Common Stock. In addition, at the time of conversion of
the Convertible Note on October 16, 2000, the amount of interest payable on the
Note was $1,452,225. In accordance with the terms of the Convertible Note, the
interest payment was paid in shares of the Issuer's Common Stock in lieu of
cash, at the option of PSINet. An aggregate of 534,152 shares of the Issuer's
Common Stock was paid to PSINet based on the total interest payable divided by
the average closing price of the Issuer's Common Stock for the five-day period
prior to the conversion date (i.e., from October 9, 2000 through October 13,
2000), in accordance with the terms of the Convertible Note. PSINet is the sole
beneficial owner of the 534,152 shares. A copy of the Purchase Agreement and the
Convertible Note were filed as Exhibits 2 and 3 to the Schedule 13D.
On November 1, 2000, PSINet and the Issuer entered into a Stock Purchase
Agreement (the "Stock Purchase Agreement") pursuant to which the Issuer sold to
PSINet, in consideration for $15,000,000, 300,000 shares of the Issuer's Series
B Preferred Stock, which shares are presently convertible into 6,578,947 shares
of the Issuer's Common Stock (subject to the possibility of reset on the
conversion price and to anti-dilution protection in the event of stock splits,
stock dividends, recapitalizations, below-market share issuances and similar
events). PSINet is therefore the sole beneficial owner of 6,578,947 shares of
the Issuer's Common Stock.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby deleted in its entirety and replaced with the following:
PCS is the sole direct beneficial owner of 40,005,048 shares of the
Issuer's Common Stock, or 77.9% of the Issuer's outstanding Common Stock.
However, because PCS is a wholly owned subsidiary of PSINet, PCS and PSINet may
be deemed to share voting and dispositive power with respect to such shares.
PSINet is the indirect beneficial owner of the 40,005,048 shares of the
Issuer's Common Stock held by PCS. PSINet is also the sole beneficial owner of,
with sole voting and dispositive power with respect to, the 1,333,333 shares of
the Issuer's Common Stock presently issuable upon conversion of the Series A
Preferred Stock that was issued upon conversion of the Convertible Note, the
534,152 shares of Issuer's Common Stock that was issued as the interest payment
on the Convertible Note, and the 6,578,947 shares of the Issuer's Common Stock
presently issuable upon conversion of the Series B Preferred Stock. Such
48,451,480 shares represent 81.7% of the Issuer's outstanding Common Stock.
The percentage of the Issuer's Common Stock reported to be beneficially
owned by PCS and by PSINet is based on 51,371,738 shares of the Issuer's Common
Stock outstanding as of October 30, 2000, as represented by the Issuer in the
Stock Purchase Agreement.
Item 7. Material to Be Filed as Exhibits.
1. Stock Purchase Agreement, dated as of November 1, 2000, between
PSINet and the Issuer.
2. Certificate of Designations of the Issuer with respect to the
Series B Preferred Stock.
3. Registration Rights Agreement, dated as of November 1, 2000,
between PSINet and the Issuer with respect to the Series B Preferred
Stock.
4. Joint Filing Agreement, dated as of November 1, 2000, between
PSINet and PCS.
Page 5 of 6
<PAGE>
Signature
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned each certify that the information set forth in this
statement is true, complete and correct.
Dated as of November 1, 2000 PSINet Inc.
By: /s/ Kathleen B. Horne
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Name: Kathleen B. Horne
Title: Senior Vice President
Dated as of November 1, 2000 PSINet Consulting Solutions Holdings, Inc.
By: /s/ Edward L. Pierce
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Name: Edward L. Pierce
Title: Executive Vice President
Page 6 of 6
