To: lupaka who wrote (4933 ) 8/31/2000 6:22:57 PM From: lupaka Respond to of 5650 SEC filing by P6 today The date of this supplement is August 31, 2000 <PAGE> SELLING SHAREHOLDERS In February 2000 we issued an aggregate of 16,500,000 shares of our Series D preferred stock in an offering made pursuant to Rule 144A under the Securities Act of 1993. The Series D preferred stock is convertible into shares of our common stock. None of the selling shareholders has held any position or office or had a material relationship with PSINet or any of its affiliates within the past three years, except for Donaldson, Lufkin & Jenrette Securities Corporation, which, from time to time, has served as our investment banker and an underwriter and initial purchaser of our securities and Merrill Lynch, Pierce Fenner and Smith Inc. which, from time to time, has served as an underwriter and initial purchaser of our securities. The selling shareholders are selling up to 16,500,000 shares of our Series D preferred stock and up to 15,430,800 shares of our common stock issuable upon conversion of the Series D preferred stock. In addition, we may issue to the selling shareholders up to 5,000,000 shares of common stock as dividends on the Series D preferred stock and up to 750,000 shares of common stock in lieu of cash payments otherwise required under the deposit account arrangement described in the next paragraph. When we first issued the Series D preferred stock in January 2000, the selling shareholders deposited sufficient cash into the deposit account to allow for quarterly cash payments to them of $0.875 per share of Series D preferred stock beginning May 15, 2000 and ending February 15, 2001. At our option, cash in the deposit account may be used to purchase shares of our common stock, which would be delivered to the selling shareholders in lieu of the required cash payments. The deposit account arrangements are described further in this prospectus. The Series D preferred stock has a liquidation preference of $50 per share. A 7% cumulative annual dividend is payable quarterly on the Series D preferred stock beginning May 15, 2001 or upon the earlier termination of the deposit account. The dividend is payable in cash or, at our option, in shares of our common stock or a combination of cash and shares, as further described in this prospectus. The Series D preferred stock is convertible at any time into our common stock at the conversion price and on the conditions specified in this prospectus. We may redeem the Series D preferred stock beginning August 15, 2001 at the redemption prices and on the conditions specified in this prospectus.freeedgar.com