<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PSINet Inc.
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(Name of the Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
74437C101
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(CUSIP Number)
Molly Reed
General Counsel
Metamor Worldwide, Inc.
4400 Post Oak Parkway
Suite 1100
Houston, Texas 77027
(713) 548-3467
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 21, 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 which 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 [ ].
Page 1 of 7 Pages
Exhibit Index on Page 8
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CUSIP No. 74437C101 13D Page 2 of 7 Pages
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metamor Worldwide, Inc. (76-0407849)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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
Delaware
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7 SOLE VOTING POWER
NUMBER -0-
OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 10,954,744 shares of common stock
BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7% of PSINet Inc.'s outstanding common stock
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14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 74437C101 13D Page 3 of 7 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.01 per share
(the "Issuer Common Stock"), of PSINet Inc., a New York corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is 510
Huntmar Park Drive, Herndon, Virginia 22070. This statement is being filed
because Metamor Worldwide, Inc. has entered into a Stockholder Agreement dated
March 21, 2000 (the "Stockholder Agreement"), with the Issuer and William L.
Schrader, the Chairman of the Board and Chief Executive Officer of the Issuer,
with respect to certain shares of Issuer Common Stock in connection with the
Merger (as defined below).
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Metamor Worldwide, Inc., a Delaware
corporation ("Metamor"). Metamor is a leading provider of information technology
solutions and offers a variety of information technology services, including
eBusiness solutions, package software implementation and integration, custom
application development and application outsourcing, including hosting and
network integration.
Metamor's principal executive offices are located at 4400 Post Oak
Parkway, Suite 1100, Houston, Texas 77027, and its telephone number at that
address is (713) 548-3400. Schedule I attached hereto sets forth certain
additional information with respect to each director and each executive officer
of Metamor. The filing of this statement on Schedule 13D shall not be construed
as an admission that Metamor or any person listed on Schedule I hereto is, for
the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934,
the beneficial owner of any securities covered by this statement.
During the past five years, neither Metamor nor any of the persons
referred to in Schedule I have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
To the best knowledge of Metamor, during the last five years neither
Metamor nor any of the persons referred to in Schedule I has been the subject of
a civil judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
All persons named in Schedule I other than Nuala Beck and Jacques
Mottard are citizens of the United States of America. Ms. Beck is a citizen of
Canada and Mr. Mottard is a citizen of France.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On March 21, 2000, the Issuer, Metamor and William L. Schrader entered
into the Stockholder Agreement simultaneously with the execution by Metamor, the
Issuer and PSINet Shelf IV Inc., a wholly-owned subsidiary of the Issuer
("Merger Sub"), of an Agreement and Plan of Merger (the "Merger Agreement")
providing for the merger of Merger Sub with and into Metamor, as more fully
described in Item 4. Mr. Schrader entered into the Stockholder Agreement in
order to induce Metamor to enter into the Merger Agreement, and no separate
consideration in cash or property was paid by Metamor to Mr. Schrader in
consideration of the Stockholder Agreement.
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CUSIP No. 74437C101 13D Page 4 of 7 Pages
ITEM 4. PURPOSE OF TRANSACTION.
This filing references the Stockholder Agreement pursuant to which,
among other things, Mr. Schrader has agreed, subject to certain exceptions, to
vote the shares of Issuer Common Stock Beneficially Owned by him as of the date
of the Buyer Stockholders Meeting (each as defined in the Stockholder Agreement)
in favor of the Merger at the Buyer Stockholders Meeting. In addition, Mr.
Schrader has agreed, subject to certain exceptions, that he will not sell,
transfer or otherwise dispose of any of the shares of Issuer Common Stock
covered by the Stockholder Agreement to any person prior to the Effective Time
(as defined in the Merger Agreement). The foregoing summary of the Stockholder
Agreement is qualified in its entirety by reference to the Stockholder Agreement
included as Exhibit 1 to this Schedule 13D and incorporated by reference herein
in its entirety.
The Merger Agreement provides that, at the Effective Time, Merger Sub
will merge with and into Metamor, and Metamor will become a wholly-owned
subsidiary of the Issuer (such events constituting the "Merger"). Once the
Merger is consummated, Merger Sub will cease to exist as a corporation and all
of the business, assets, liabilities and obligations of Merger Sub will be
merged into Metamor with Metamor remaining as the surviving corporation (the
"Surviving Corporation") and a wholly-owned subsidiary of the Issuer. Following
the Merger, the directors and officers of the Surviving Corporation will be the
directors and officers of Merger Sub immediately prior to the Effective Time. As
a result of the Merger, each outstanding share of Metamor common stock, par
value $.01 per share ("Metamor Common Stock"), other than shares owned by
Metamor as treasury stock or by the Issuer or any of its subsidiaries, will be
converted into the right to receive 0.9 of a share (the "Exchange Ratio") of
Issuer Common Stock. At the Effective Time, each outstanding option to purchase
Metamor Common Stock under Metamor's stock option plans (each a "Metamor Common
Stock Option") will be assumed by the Issuer (each an "Assumed Option") and will
become an option to purchase that number of shares of Issuer Common Stock equal
(subject to rounding) to the number of shares of Metamor Common Stock that was
subject to such option immediately prior to the Merger, multiplied by the
Exchange Ratio. The exercise price of each Assumed Option will be equal to the
quotient determined by dividing the exercise price per share of Metamor Common
Stock at which such Metamor Common Stock Option was exercisable immediately
prior to the Effective Time of the Merger by the Exchange Ratio.
The foregoing summary of the Merger Agreement is qualified in its
entirety by reference to the Merger Agreement included as Exhibit 2 to this
Schedule 13D and incorporated by reference herein in its entirety.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Pursuant to the Merger Agreement, the Issuer represented to Metamor
that as of March 20, 2000, there were 164,341,575 outstanding shares of Issuer
Common Stock. As a result of executing the Stockholder Agreement, Metamor may be
deemed to beneficially own and have shared voting power with respect to the
10,954,744 shares of Issuer Common Stock covered thereby, which, based on such
representation, constitutes approximately 6.7% of the total issued and
outstanding shares of Issuer Common Stock as of March 20, 2000.
Other than the transactions described herein, none of Metamor or, to
the knowledge of Metamor, any person listed on Schedule I has effected any
transactions in shares of Issuer Common Stock during the preceding sixty days.
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CUSIP No. 74437C101 13D Page 5 of 7 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than the foregoing, the Merger Agreement and the Stockholder
Agreement, to the best knowledge of Metamor, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the Issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Stockholder Agreement between the Issuer, Metamor and William
L. Schrader dated March 21, 2000.
2. Agreement and Plan of Merger among the Issuer, Merger Sub and
Metamor dated March 21, 2000 (incorporated by reference to
Exhibit 2.1 to Metamor's Form 8-K filed on March 28, 2000).
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
METAMOR WORLDWIDE, INC.
Date: March 31, 2000 By: /s/ MARGARET G. REED
-----------------------------------------
Margaret G. Reed
Senior Vice President
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CUSIP No. 74437C101 13D Page 6 of 7 Pages
SCHEDULE I
Directors and Executive Officers of
Metamor Worldwide, Inc.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS CITIZENSHIP POSITION
------------------------- ----------- --------
<S> <C> <C>
PETER T. DAMERIS United States Chairman of the Board, Chief Executive Officer and
Metamor Worldwide, Inc. President
4400 Post Oak Parkway, Suite 1100
Houston, Texas 77027
NUALA M. BECK Canada Director
Nuala Beck & Associates, Inc.
5160 Montclair Dr.
Mississauga, Ontario
CHARLES H. COTROS United States Director
Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077
WILLIAM H. CUNNINGHAM United States Director
University of Texas
601 Colorado Street
Room 413
O'Henry Hall
Austin, Texas 78701
DONALD J. EDWARDS United States Director
GTCR Golder Rauner, LLC
6100 Sears Tower
Chicago, Illinois 60606
JOSEPH M. GRANT United States Director
Texas Capital Bancshares, Inc.
2100 McKinney, Suite 900
Dallas, Texas 75201
EDWARD L. PIERCE United States Director, Executive Vice President, Chief Financial
Metamor Worldwide, Inc. Officer and Assistant Secretary
4400 Post Oak Parkway, Suite 1100
Houston, Texas 77027
</TABLE>
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CUSIP No. 74437C101 13D Page 7 of 7 Pages
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS CITIZENSHIP POSITION
------------------------- ----------- --------
<S> <C> <C>
MICHAEL T. REDDY United States Director
11 Powder Hill
Saddle River, NJ 07458
CHARLES R. SCHNEIDER United States Director
OutSource Partners, Inc.
200 Mansell Court, Fifth Floor
Roswell, GA 30076-4852
JOHN T. TURNER United States Director
Group 1 Automotive, Inc.
950 Echo Lane, Suite 350
Houston, Texas 77024
MICHAEL T. WILLIS United States Director
COMSYS Information Technology Services, Inc.
Five Post Oak Park
4400 Post Oak Parkway, Suite 2560
Houston, Texas 77027
JACQUES MOTTARD France President - European Operations
Decan
6, rue Claude Chappe
69771 St-Didier au Mont d'Or cedex
France
MARGARET G. REED United States Senior Vice President, General Counsel and Secretary
Metamor Worldwide, Inc.
4400 Post Oak Parkway, Suite 1100
Houston, TX 77027
</TABLE>
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CUSIP No. 74437C101 13D
EXHIBIT INDEX
Exhibit
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1. Stockholder Agreement between the Issuer, Metamor and William L.
Schrader dated March 21, 2000.
2. Agreement and Plan of Merger among the Issuer, Merger Sub and Metamor
dated March 21, 2000 (incorporated by reference to Exhibit 2.1 to
Metamor's Form 8-K filed on March 28, 2000).
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STOCKHOLDER AGREEMENT
This STOCKHOLDER AGREEMENT, dated as of March 21, 2000, is entered into
by and among PSINet INC., a New York corporation ("BUYER"), METAMOR WORLDWIDE,
INC., a Delaware corporation ("METAMOR"), and the other parties who have signed
this Agreement (each, a "STOCKHOLDER" and, collectively, the "STOCKHOLDERS").
RECITALS
WHEREAS, each Stockholder is the beneficial owner of the number of
shares of common stock of Buyer, par value $.01 per share, set forth on the
signature page to this Agreement (such shares, together with any other shares of
capital stock of Buyer acquired by such Stockholder as sole beneficial owner
after the date hereof (including through the exercise of stock options, warrants
or similar rights or the conversion or exchange of securities) being
collectively referred to herein as the "SHARES" of such Stockholder);
WHEREAS, the respective Boards of Directors of Buyer, Metamor and
PSINet Shelf IV Inc. ("MERGER SUBSIDIARY") have approved the execution of an
Agreement and Plan of Merger, dated as of the date hereof (as the same may be
amended, supplemented or otherwise modified in accordance with its terms, the
"MERGER AGREEMENT"), with respect to, among other things, the merger of Merger
Subsidiary with or into Metamor (the "MERGER");
WHEREAS, pursuant to the Merger Agreement, each Stockholder is required
to execute this Agreement and deliver it to Metamor;
WHEREAS, concurrently with the execution and delivery of this
Agreement, Buyer, Metamor and Merger Subsidiary have entered into the Merger
Agreement, setting forth certain representations, warranties, covenants and
agreements of the parties thereto in connection with the Merger; and
WHEREAS, as an inducement and an essential condition to Metamor
entering into the Merger Agreement, Buyer and each Stockholder have agreed to
enter into this Agreement;
NOW, THEREFORE, in consideration of the premises and the
representations, warranties and agreements contained herein and for other good
and valuable consideration, the parties hereto, intending to be legally bound,
agree as follows (certain capitalized terms are used herein with the meanings
set forth in Section 6):
<PAGE> 2
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1. Voting Agreement. Except for Beneficially Owned Shares sold or
otherwise conveyed by a financial institution or broker-dealer pursuant to bona
fide pledge arrangements relating to loans or margin arrangements (the
"ARRANGEMENTS") made through such financial institution or broker-dealer or with
respect to which the Stockholder is subject to restrictions affecting such
Stockholder's obligations hereunder ("RESTRICTED SHARES"), each Stockholder
hereby agrees with Metamor that, at any meeting of Buyer's shareholders, however
called and any postponement or adjournment thereof, or in connection with any
written consent of Buyer's shareholders (collectively, the "BUYER STOCKHOLDERS
MEETING"), such Stockholder shall, except as restricted by the Arrangements,
vote (or, if applicable and requested by Metamor, grant proxies (including
proxies to execute consents), execute consents and give approvals in respect of)
the Shares Beneficially Owned by such Stockholder as of the date of such meeting
or written consent, whether heretofore owned or hereafter acquired in favor of
adoption and approval of the issuance of Buyer common stock pursuant to the
Merger Agreement and such other matters, if any, as requested by Metamor.
2. Restrictions on Transfer.
(a) Except with respect to or pursuant to the Arrangements, each
Stockholder covenants and agrees with Metamor that, until after the Effective
Time, such Stockholder shall not, directly or indirectly give, offer, sell,
transfer, assign, pledge, hypothecate or otherwise dispose of the record or
beneficial ownership of (any such act, a "TRANSFER"), or consent to any Transfer
of, any or all of the Beneficially Owned Shares or any interest therein. No
Transfer of any Beneficially Owned Shares in violation of this Section 2 shall
be made or recorded on the books of Buyer and any such Transfer shall be void
and of no effect.
3. Assignment. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by any of the parties hereto without
the prior written consent of the other parties, and any purported assignment in
violation of this Section 3 shall be void and of no effect. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit of
and be enforceable by the parties and their respective administrators, heirs,
legal representatives, successors and permitted assignees.
4. Termination. This Agreement shall terminate immediately upon the
earlier of: (i) the termination of the Merger Agreement, or (ii) the Effective
Time. Notwithstanding the foregoing, this Section 4 and Sections 5 through 6
hereof shall survive any termination of this Agreement and remain in effect
until the date on which fully discharged in accordance with their respective
terms.
5. Stockholder Capacity. By executing and delivering this Agreement,
each Stockholder makes no agreement or understanding herein as to his or its
capacity, if any, as a director or officer of Buyer or any subsidiary of Buyer.
Each Stockholder signs solely in his or its capacity as the beneficial owner of
Buyer's Shares and nothing herein shall limit or affect any actions taken by
such Stockholder, or his or its Affiliates, solely in his or their fiduciary
capacity as an officer or director of Buyer or any subsidiary of Buyer.
<PAGE> 3
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6. General Provisions.
(a) Certain Definitions. Capitalized terms used herein and not
otherwise defined are used with the meanings ascribed to them in the Merger
Agreement. As used in this Agreement, "BENEFICIALLY OWNED" with respect to any
securities of Buyer shall mean a Stockholder's having such ownership, control or
power to direct the voting or investment with respect to, or otherwise enabling
such Stockholder to legally act with respect to, such securities as contemplated
hereby, including pursuant to any agreement, arrangement or understanding,
whether or not in writing provided, however, that notwithstanding the foregoing,
securities Beneficially Owned by such Stockholder shall not include (1)
securities Beneficially Owned by all other persons with whom such Stockholder
would constitute a "group" within the meaning of Section 13(d)(3) of the
Exchange Act or (2) any securities owned by any trust, limited liability
company, relative of such Stockholder or foundation or jointly owned with such
Stockholder's spouse.
(b) Amendments. This Agreement may not be amended, supplemented,
modified or waived except by an instrument in writing signed by Metamor and the
Stockholder or Stockholders to whom such amendment, modification or waiver
relates.
(c) Notice. All notices or other communications under this Agreement
shall be in writing and shall be given (and shall be deemed to have been duly
given upon receipt) by delivery in person, by telecopy (with confirmation of
receipt), or by registered or certified mail, postage prepaid, return receipt
requested, addressed to the notice address specified on the applicable signature
page to this Agreement.
(d) Interpretation. The descriptive headings herein are inserted for
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this Agreement. The parties acknowledge and
agree that: (i) each party to this Agreement and its counsel reviewed and
negotiated the terms and provisions of this Agreement and have contributed to
its revision; (ii) the rule of construction to the effect that any ambiguities
are resolved against the drafting party shall not be employed in the
interpretation of this Agreement; and (iii) the terms and provisions of this
Agreement shall be construed fairly as to both parties hereto, regardless of
which party was generally responsible for the preparation of this Agreement or
any provision hereof.
(e) Counterparts. This Agreement may be executed in two or more
counterparts which together shall constitute a single agreement.
(f) Entire Agreement; No Third-Party Beneficiaries. This Agreement and
the Merger Agreement constitute the entire agreement, and supersede all other
prior agreements, understandings, representations and warranties, both written
and oral, between the parties, with respect to the subject matter hereof. The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and permitted
assigns. Nothing in this Agreement, expressed or implied, is intended to confer
upon any party, other than the parties hereto, and their respective successors
and permitted assigns, any rights, remedies, obligations or liabilities under or
by reason of this Agreement, except as expressly provided herein.
<PAGE> 4
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(g) Governing Law. This Agreement shall be construed in accordance with
and governed in all respects, including validity, interpretation and effect, by
the law of the State of New York without giving effect to the principles of
conflicts of laws thereof.
(h) Consent to Jurisdiction; Consent to Service. IN THE EVENT OF ANY
LITIGATION, CLAIM OR OTHER LEGAL PROCEEDING WITH RESPECT TO ANY MATTER
PERTAINING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, THE
PARTIES HERETO HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY. THE PARTIES HERETO
HEREBY READILY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF
THE STATE OF NEW YORK AND ANY FEDERAL COURT LOCATED IN NEW YORK IN CONNECTION
WITH ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
(i) Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of Law or public
policy, all other terms and provisions of this Agreement shall nevertheless
remain in full force and effect. Upon determination that any term or other
provision hereof is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible to the fullest extent
permitted by applicable Law in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
IN WITNESS WHEREOF, Buyer, Metamor and each Stockholder have executed or
caused this Agreement to be duly executed and delivered as of the date first
written above.
PSINET INC.
By:
------------------------------------
Name: Harold S. Wills
Title: President
METAMOR WORLDWIDE, INC.
By:
------------------------------------
Name: Peter T. Dameris
Title: Chief Executive Officer and
President
<PAGE> 5
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SIGNATURE PAGE TO STOCKHOLDER AGREEMENT
----------------------------------------
Name: William L. Schrader
Number of Shares
Beneficially Owned as of March 21, 2000:
10,954,744 shares of Common Stock
Notice Address:
c/o PSINet Inc.
510 Huntmar Park Drive
Herndon, Virginia 20170
