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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 7, 2000
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NorthPoint Communications Group, Inc.
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(Exact Name of Registrant as
Specified in Charter)
Delaware 52-2147716
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(State or Other (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
303 Second Street, South Tower
San Francisco, CA 94107
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(Address of Principal
Executive Offices)
(415) 403-4003
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(Registrant's telephone
number, including area code)
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Item 5. Other Events.
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As disclosed in two press releases issued by NorthPoint Communications
Group, Inc. ("NorthPoint") on August 8, 2000, Bell Atlantic Corporation (d/b/a
Verizon Communications), Verizon Ventures I Inc., Verizon Ventures II Inc. and
NorthPoint entered into an Agreement and Plan of Merger, dated as of August 7,
2000 (the "Merger Agreement"). A copy of the Merger Agreement is attached hereto
as Exhibit 99.1, and is incorporated herein by reference.
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Item 7. Financial Statements and Exhibits.
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(c) The following exhibit is filed with this report:
99.1 Agreement and Plan of Merger, dated as of August 7,
2000, among NorthPoint Communications Group, Inc.,
Bell Atlantic Corporation (d/b/a Verizon
Communications), Verizon Ventures I Inc. and Verizon
Ventures II Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NorthPoint Communications Group, Inc.
Date: August 14, 2000 By: [/s/ Elizabeth A. Fetter]
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Elizabeth A. Fetter
Chief Executive Officer
and President
Date: August 14, 2000 By: [/s/ Michael P. Glinsky]
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Michael P. Glinsky
Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
99.1 Agreement and Plan of Merger, dated as of August 7, 2000, among
NorthPoint Communications Group, Inc., Bell Atlantic Corporation (d/b/a
Verizon Communications), Verizon Ventures I Inc. and Verizon Ventures II
Inc.
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