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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 USED BY ELIZABETH FETTER, PRESIDENT AND CEO OF
NORTHPOINT COMMUNICATIONS GROUP, INC., DURING A PRESENTATION TO ANALYSTS AND
OTHER PARTICIPANTS AT AN INDUSTRY CONFERENCE ON SEPTEMBER 19, 2000:
DELIVERING
BROADBAND
TO HOMES AND BUSINESSES
AROUND THE WORLD
[NORTHPOINT LOGO]
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[NORTHPOINT LOGO]
[VERTICALLY, ON RIGHT SIDE:] DELIVERING BROADBAND
Liz Fetter
President &
Chief Executive Officer
September 19, 2000
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[NORTHPOINT LOGO]
[VERTICALLY, ON RIGHT SIDE:] DELIVERING BROADBAND
Securities Law Disclaimer
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
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.
Some of these risks and uncertainties include, without limitation:
NorthPoint's dependence on strategic third parties to market and resell its
services, intense competition for NorthPoint's service offerings, dependence
on growth in demand for DSL-based services, ability to raise additional
capital, the inability to obtain, or meet conditions imposed for,
governmental approvals for the proposed merger with Verizon Communications'
DSL business, the failure of NorthPoint's stockholders to approve the
merger, costs related to the merger, the risk that NorthPoint's and
Verizon's DSL businesses will not be integrated successfully, the failure of
NorthPoint to realize anticipated benefits of the merger and other economic,
business, competitive and/or regulatory 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].
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[VERTICALLY, ON RIGHT SIDE:] DELIVERING BROADBAND
Agenda
[GRAPHIC] . NorthPoint Overview
. Achievements to Date
. The Path Forward
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[NORTHPOINT LOGO]
[VERTICALLY, ON RIGHT SIDE:] DELIVERING BROADBAND
NorthPoint Communications
A Leading Broadband Services Provider
[GRAPHIC] . Founded in May 1997
. Winning Business Strategy
. Industry Leading Network - Fastest Deployment
. World Class Management Team
. Industry Leader on the Path to Profitability - 4 EBITDA
positive markets -all ahead of schedule
. Groundbreaking Deal with Verizon
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[NORTHPOINT LOGO]
[VERTICALLY, ON RIGHT SIDE:] DELIVERING BROADBAND
Our Goal
To be the premier global broadband services provider
[GRAPHIC] . Build and grow a robust, best-of-breed broadband business
. Revolutionize the role of the Internet on people's lives
around the globe.
. Aggressively build long-term value
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[NORTHPOINT LOGO]
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Key Focus Areas
Build Scale Add Services
Build
Shareholder
Value
Leverage Strategic Relationships Expand our Reach
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NorthPoint's Network
End Users Central Office Metropolitan Node
[GRAPHIC] -- -- Fiber -- Channel
[DSLAM Partners
GRAPHIC] -- [ATM
[GRAPHIC] -- Copper -- Fiber -- SWITCH -- Fiber -- Channel
[DSLAM -- GRAPHIC] Partners
GRAPHIC]
[GRAPHIC] -- Fiber -- Channel
Partners
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[NORTHPOINT LOGO]
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Scaling The Business
End-to-End automation
[GRAPHIC] == [ARROW] == [GRAPHIC] == [ARROW]
End User ISP eConnect ===
[GRAPHIC] === [ARROW] === [GRAPHIC] =====
ILEC Electronic NorthPoint
Data Exchange
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[NORTHPOINT LOGO]
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Scaling The Business
eBonded Back Office Systems
[ARRANGED IN A CIRCLE LINKED BY ARROWS:]
eBonded to
the ISP
Automated 24/7 Electronic
maintenance and prequalification
monitoring and order entry
Automated
provisioning
Electronic Data Interchange
to the ILEC
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Services
NorthPoint's Network: Architected for Future Growth
--- Value Added Services
End Users Central Office Metropolitan Node -------- VoDSL
[GRAPHIC] [GRAPHIC] [GRAPHIC] --- Content Delivery "Blast"
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NorthPoint's Pioneering Blast Initiative
Leveraging our unique network to deliver next generation content
NorthPoint Node
Content Aggregators and Providers
(Digital Island, Ibeam, Coolcast, Akamai, [GRAPHIC] ------ [GRAPHIC]
Networks, and others)
--- [GRAPHIC] --- [GRAPHIC] --- [GRAPHIC] --- Content Aggregation
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Premier Strategic Relationships
NorthPoint is positioned for tremendous growth
<TABLE>
<S> <C> <C> <C> <C> <C>
[FASTV.COM LOGO] [ZDTV LOGO] [MICROSOFT LOGO]
[GLOBAL CROSSING LOGO]
[CNBC.COM LOGO] [INTEL LOGO]
[VERIO LOGO] [FLASHCOM LOGO] [ENRON LOGO]
[CONCENTRIC NETWORK LOGO] [MEGAPATH NETWORKS LOGO] [EXCITE LOGO]
[@HOME LOGO] [REUTERS LOGO] [RADIO SHACK LOGO]
[CABLE & WIRELESS LOGO] [YAHOO! LOGO]
[VERIZON LOGO]
</TABLE>
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[NORTHPOINT LOGO]
[GRAPHIC]
[VERTICALLY, ON RIGHT SIDE:] DELIVERING BROADBAND
[NORTHPOINT LOGO]
Building Sustainable Value
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[NORTHPOINT LOGO]
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Creating Momentum
NorthPoint was the first company to...
. Deploy a nationwide backbone;
. Deploy an end-to-end, state-of-the-art OSS system;
. Expand internationally; and
. Turn profitable, as of today, in a total of 4 markets.
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[NORTHPOINT LOGO]
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First Global DSL Provider
. US
. Canada
. Europe
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Capital Efficient Business Model
Rapid pace to market profitability
Up front capital investment per market: $4-7 million
Penetration level required to reach
positive EBITDA in a market: 4% business or 1% residential
Estimated time to positive EBITDA
in a market: 24 months
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Execution Leadership
[3 BAR CHARTS SHOWING: LINE GROWTH, REVENUE AND CO GROWTH]
<TABLE>
<CAPTION>
Q1:99 Q2:99 Q3:99 Q4:99 Q1:00 Q2:00
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Cumulative Lines Installed 2,900 5,700 11,800 23,500 41,300 62,000
Quarterly Revenue ($ mm) $ 1.3 $ 2.5 $ 5.7 $ 11.6 $ 20.0 $ 24.4
Operational Central Offices 250 438 683 1,027 1,260 1,505
</TABLE>
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Operations Improvements
. Successfully converted 3 more ILECs to EDI
- US WEST/QWEST, Ameritech and Bell Atlantic North for a total of 6 out of 7
. Enhanced local loop testing in place
- Integrated Voice Response System (IVRS) allows local loop testing without
human intervention unless problems exist
. Began rolling out "Touchless Install"
- Subscriber self-scheduling, test and turn-up via web
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DSL Myths
Recent Concerns About DSL
. Must be retail to control the customer
- Controlling the physical loop has customer control too
. Wholesale doesn't have sustainable margins
- Layer additional services - data, voice, video, applications
. DSL will run out of capital
- Rapid profitability model
- Solid backing of Verizon
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[VERIZON LOGO]
[NORTHPOINT LOGO]
Verizon NorthPoint Deal
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[VERIZON LOGO] [NORTHPOINT LOGO]
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Terms of the Deal
. Merger of Verizon and NorthPoint DSL businesses
. Formation of "new" NorthPoint
. NorthPoint management runs the company
. Maintain NorthPoint name, brand and listing
. Governed by an independent board
. 55% owned by Verizon, 45% owned by NorthPoint shareholders
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[VERIZON LOGO] [NORTHPOINT LOGO]
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The "new" NorthPoint
Verizon is contributing
. $800 million in cash, -- PLUS --
. Their wholesale DSL business
<TABLE>
<S> <C> <C>
Pro Forma Year End "new" NorthPoint DSL assets
Verizon DSL operations today: NorthPoint: & operations today:
. 220,000 lines . Over 600,000 lines . 62,000 lines
. 1,400 employees . More than 3,000 COs . 1,200 employees
. 1,760 operational COs . Estimated revenues of . 1,505 operational COs
$350 million
. 163 MSAs
. 63 million homes and
businesses passed
</TABLE>
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[VERIZON LOGO] [NORTHPOINT LOGO]
[VERTICALLY, ON THE RIGHT SIDE:] DELIVERING BROADBAND
NorthPoint National Network
[MAP APPEARS HERE]
The combined operations of NorthPoint and Verizon
will serve 163 MSAs and offer service to 63 million
potential subscribers by the end of 2000.
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[VERIZON LOGO] [NORTHPOINT LOGO]
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Strategy
Key Success Factors:
Build a
National
network
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[VERIZON LOGO] [NORTHPOINT LOGO]
[VERTICALLY, ON THE RIGHT SIDE:] DELIVERING BROADBAND
Strategy
Key Success Factors:
Build a Ensure
National Access
Network to Capital
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[VERIZON LOGO] [NORTHPOINT LOGO]
[VERTICALLY, ON THE RIGHT SIDE:] DELIVERING BROADBAND
Strategy
Key Success Factors:
Build a Ensure Maintain
National Access Customer
Network to Capital focus and
Execution
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[VERIZON LOGO] [NORTHPOINT LOGO]
[VERTICALLY, ON THE RIGHT SIDE:] DELIVERING BROADBAND
Strategy
Key Success Factors:
Build a Ensure Maintain Scale
National Access Customer the
Network to Capital focus and Business
execution
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[VERIZON LOGO] [NORTHPOINT LOGO]
[VERTICALLY, ON THE RIGHT SIDE:] DELIVERING BROADBAND
Strategy
Key Success Factors:
Build a Ensure Maintain Scale
National Access Customer the
Network to Capital focus and Business
execution
[CHECK MARK] [CHECK MARK] [CHECK MARK] [CHECK MARK]
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Closing Process Update
. Interim Financing Closed
- $150 Million Preferred Stock Investment closed 9/6
- $200 Million Purchase Money Debt available 1/1/01
. Necessary Approvals
- FCC
. Filed application for approval on 8/25
. Comments due 10/2; replies on 10/17
- DOJ
. Filed HSR filing on 9/18, commencing 30-day waiting period
- SEC
. Intend to file S-4/Proxy Statement in Q4 2000
. Anticipate stockholder meeting in Q1 2001
- States
. All necessary state filings have been made; approvals pending
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Integration Plans Underway
. Experienced Integration team formed
- Key focus areas for planning:
. Network
. OSS
. Culture
- Physical integration will begin after closing
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THE BROADBAND
WORLD HAS CHANGED
WITH THE "NEW"
NORTHPOINT
[NORTHPOINT LOGO]
