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NorthPoint Communications
#16648767
Moderator:Liz Fetter
October 26, 2000
3:00 pm MT
Page 1
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 PRESENTED BY NORTHPOINT COMMUNICATIONS GROUP, INC.
DURING ITS THIRD QUARTER EARNINGS CONFERENCE CALL ON OCTOBER 26, 2000:
Excerpts from NorthPoint Communications Third Quarter Conference Call
Moderator: Liz Fetter
October 26, 2000
2:00 p.m. PT
Cathy Dodd: Our remarks will contain certain forward-looking statements. By
their nature, such predictive statements are subject to certain
risks and uncertainties that could cause actual results to differ
materially from those estimates that are given today. I refer you
to our most recent 10K and 10Q, which include a detailed
explanation of those risks. With that I'd like to turn the call
over to Liz Fetter. Liz.
Liz Fetter: Thank you, Mike. NorthPoint has a track record of anticipating and
shaping market development and executing on creative strategic
moves to accomplish our vision of being the premier global
broadband service provider. The solid financial and operational
results that Mike described were achieved against a backdrop of
exciting changes at NorthPoint. As our merger with Verizon
continues on schedule, we are focused on building the new
NorthPoint. At the core will be our networks. Over the past three
years, NorthPoint has built an expansive broadband network. Our
domestic footprint spans across the country reaching over 42
million homes and businesses through 1,624 central offices. We are
confident that by year end, we will have reached our target of
1,700 fully operational built central offices. At the end of the
year on a pro forma basis, NorthPoint and Verizon will have a
combined broadband network comprising more than 3,000 unique
operational central offices passing approximately 63 million homes
and businesses in 163 MSAs. As our network nears completion, our
strategy for additional network expansion is now centered on
central offices gained through our international joint ventures in
Canada and Europe, the recently announced partnership with New Edge
Networks, and strategic alliances such as the Verizon deal.
Let me give you an update on the Verizon deal. When we first
announced in August that we were merging our business with
Verizon's VSL operations, we were extremely excited by the
prospects of the new NorthPoint. To recap, Verizon is contributing
its existing DSL business including all of its end-user lines,
which totaled more than 220,000 at the end of June and more than
$500 million of broadband network assets including co-location
space, D-SLAMs, ATM switches, and routers. Verizon is also
contributing 800 million in cash. Of that sum, 450 million will be
used to fund the new
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NorthPoint Communications
#16648767
Moderator:Liz Fetter
October 26, 2000
3:00 pm MT
Page 2
NorthPoint business plan and NorthPoint shareholders will receive
$350 million in cash or approximately $2.50 per share at closing.
In addition, NorthPoint shareholders will receive one share in the
new NorthPoint for each share held as of the closing date. Verizon
will own 55 percent of the new NorthPoint and existing NorthPoint
shareholders will own 45 percent. Now, two months after the
announcement we are even more excited by what this deal holds, not
only for NorthPoint, but also for the future of the broadband
industry. We continue to be on track for a close in the first half
of 2001. We have prudently built into that date possible delays and
contingencies in the regulatory approval process. Given our
generally favorable progress to date, we expect to file the S4
proxy statement with the SEC in November. We have to receive SEC
clearance some time in January. We expect further details on the
new NorthPoint model to be available in December of this year.
