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Filed by NorthPoint Communications Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
Deemed Filed Pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: NorthPoint Communications Group, Inc.
Commission File No. 000-29828
THE FOLLOWING INFORMATION WAS DISSEMINATED TO EMPLOYEES OF NORTHPOINT
COMMUNICATIONS GROUP, INC. ON THE NORTHPOINT INTRANET BEGINNING ON AUGUST 14,
2000:
What effect does the merger have on flexible staff?
Until mid-2001 when the deal closes, the merger will have no impact on either
NorthPoint employees or flexible staff. After that time, decisions about
flexible staff will be determined by the needs of the business. Of course, that
is true today, as well.
Will the merger include a merger between our HR department and Verizon's? Will
the benefit packages change at open enrollment? Will the company policies and
procedures change?
We don't know the answers to any of these questions today. From now until the
deal closes in mid-2001, a transition team will be working on plans for the new
NorthPoint. Following that planning phase, there will be a transition phase. As
soon as decisions are made regarding organization, policies and procedures and
benefits, we will notify employees.
Will our NorthPoint logo change?
Certainly, the logo will not change prior to the deal closing in mid-2001. After
that, we will let you know of any changes to our marketing plans.
Will NorthPoint employees be eligible for Verizon products, such as wireless and
paging?
We don't know at this point, but it's not likely that employees will receive any
special consideration when purchasing Verizon products or services.
The message boards say that anyone who purchases NPNT stock from now until the
merger will get the $2.50 payout on their owned stock after the merger. Does
that mean that I can buy 1,000 shares next month and retain them till the
merger, and get the $2.50 payout?
Yes, if you buy shares prior to the closing of the merger, you will receive
approximately $2.50 for each share you own as of the record date. The record
date is a date set by our board of directors a short time before the actual
closing. In order to receive the $2.50 per share, a stockholder must own his/her
shares on the record date.
Who will be on the new board?
The board will have nine members, three of them from NorthPoint, three from
Verizon and three who are independent. At this time, the only board members who
have been announced are Larry Babbio, president and vice chairman of Verizon
Telecom, who will be the chairman of NorthPoint's board, and Liz Fetter,
NorthPoint president and CEO. The others have not yet been named.
Regarding the $2.50 cash dividend for option holders: Will this be based on
total options or only the portion of options already vested? For example, an
employee has been with NorthPoint for one year and was granted 2,000 stock
options at hire. One quarter or 500 options are now vested. Will the employee
receive $2.50 times 2000 total options or $2.50 times the vested 500 shares?
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There has been some confusion between shares owned outright by stockholders and
stock options held by employees. First, as far as stockholders go, they will
receive a one-time payout of approximately $2.50 per share at the close of the
deal. Employees who have stock options will not receive that payout. However,
management felt strongly that employees should receive an equivalent value, so
they made a decision to increase the number of stock options and decrease the
exercise price for stock option holders when we convert to the new NorthPoint
stock option plan -- and this applies to both vested and unvested options.
Vesting schedules for employee options will not change, however.
Will this merger result in the employees of NorthPoint possibly having their
401(k) plan matched?
During the planning phase (prior to the close of the deal in mid-2001), the
benefits packages of NorthPoint and Verizon will be carefully compared.
Providing a company match to the 401(k) plan will certainly be considered.
I am currently retired from Bell Atlantic. I know that in the beginning we will
remain NorthPoint. Do you foresee any problems down the line collecting a
pension from Bell Atlantic while at the same time working for Verizon?
You should have no problem continuing to collect your pension from Bell
Atlantic.
If voluntary relocation becomes possible, will there be any transfer options in
the Sacramento area?
We don't know at this time in what geographic locations people will be needed.
When that's determined, we assure you that open requisitions will be posted so
that interested employees can apply.
Does this merger mean we become fully vested?
There is no change in the vesting schedule of employees' stock options.
Will my vested shares that I have purchased but not sold be affected by the new
financial merger benefit?
Those shares that you have purchased will be treated the same as other
stockholders' provided you own them on the record date for determining which
shareholders will receive the payment (the record date will be set by our board
of directors and will be a short time before the actual closing). You will
receive approximately $2.50 per share when the deal closes.
Please clarify the following: If I have exercised some stock options and hold
the certificates, I assume that I would then receive $2.50 per share I hold.
That leaves me with X number of options not yet exercised. Would it be the
remaining options that would then be factored into the formula for increased
options, or is the increase in options based on the original amount of options
granted?
You will receive approximately $2.50 per share for those shares for which you
hold the certificate. The increase in stock options and decrease in exercise
price will apply only to those you have not yet exercised.
From what I understand, an employee has to stay with the company for a year
before he/she becomes fully vested and is entitled to a portion of his/her stock
options. Now that NorthPoint has merged with Verizon, does this mean that all
employees, regardless of how long they have been with the company, are fully
vested? If we are fully vested, does this mean all or part of our shares are
available now? If so, how many shares are available?
No, all employees' stock options are not automatically vested as a result of the
merger. The vesting schedule remains the same for the options you hold.
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NorthPoint's vesting requirements were: After the first year, you will be 25
percent vested, and every year thereafter a percentage until you are totally
vested in four years. My question is, will we lose our vested time earned and
have to start over, or will the vesting requirements and vested time earned stay
the same for each employee with the "new" NorthPoint stock options?
The vesting schedule will remain the same on all employees' options.
Are our counterparts at Verizon union workers? What effect will unions have on
our organization in the future?
Approximately half the Verizon DSL employees are union members. During the
planning phase, we expect to learn about our obligations regarding those union
employees.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: The statements contained in this release which are not historical facts
may be deemed to contain forward-looking statements. Such statements are
indicated by words or phrases such as "anticipate," "estimate,""projects,"
"believes," "intends," "expects" and similar words and phrases. Actual results
may differ materially from those expressed or implied in any forward-looking
statement as a result of certain risks and uncertainties, including, without
limitation, the company's dependence on strategic third parties to market and
resell its services, intense competition for the company's service offerings,
dependence on growth in demand for DSL-based services, ability to raise
additional capital and other risks and uncertainties detailed in the company's
Securities and Exchange Commission filings. Prospective investors are cautioned
not to place undue reliance on such forward-looking statements. The Company
disclaims any obligation to update any of the forward-looking statements
contained herein to reflect future events or developments.
NorthPoint Communications Group, Inc. and Verizon Communications will file a
joint proxy statement/prospectus and other documents regarding the proposed
business combination transaction referenced in the foregoing information with
the Securities and Exchange Commission. Investors and security holders are urged
to read the proxy statement/prospectus, when it becomes available, because it
will contain important information. A definitive joint proxy
statement/prospectus will be sent to stockholders of NorthPoint Communications
Group, Inc. seeking their approval of the proposed transaction. Investors and
security holders may obtain a free copy of the definitive joint proxy
statement/prospectus (when it is available) and other documents filed by
NorthPoint Communications Group, Inc. and Verizon Communications with the
Commission at the Commission's web site at www.sec.gov. The definitive joint
proxy statement/prospectus and these other documents may also be obtained for
free by NorthPoint stockholders by directing a request to: NorthPoint
Communications Group, Inc., 303 Second Street, South Tower, San Francisco, CA
94107, Attn: Investor Relations, (415) 403-4003, email:
[email protected].
