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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 24,
2000 :
Employee Q&A to be posted August 24
What impact will the merger with Verizon have on NorthPoint employees' benefit
package? Will our health insurance and other benefits change?
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. Once
that analysis is completed, decisions about benefits will be made and
communicated immediately to employees. One of the benefits being seriously
considered already is some sort of matching of the 401(k) plan. It should be
noted that, unrelated to the merger, NorthPoint continually reevaluates its
employee benefits to ensure the company remains competitive in order to attract
and retain talented people.
Will we still have the ESPP after the merger?
Yes, we plan to continue NorthPoint's Employee Stock Purchase Plan (ESPP) after
the merger. At the closing of the merger, the ESPP will be converted into an
ESPP to purchase shares of the new NorthPoint.
At the future conclusion of the NorthPoint-Verizon merger, Verizon will
own/control 55 percent of NorthPoint. Does this merger constitute a change in
ownership?
Yes, it results in a change of ownership. Those stockholders who currently own
100 percent of NorthPoint will own 45 percent, and Verizon will own the
remaining 55 percent.
How does the Verizon strike affect our ability to install lines on the East
Coast, if at all? Will that affect our ability to install lines, and thus
severely impact our ability to reach our Q3 and Q4 numbers?
The Verizon strike does affect our daily install numbers, but the degree of
effect varies. Yes, DSL installations, as well as overall operations of all of
Verizon, are at a standstill on the East Coast. However, given that our orders
are with multiple ILECs, we can
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minimize the impacts of the strike by putting more focus and effort on orders
from Pac Bell, for instance, or SBC. However, we can only sustain that for a
limited period of time. At some point, the strike does begin to impact our
install numbers overall. We are working hard to assess the impacts to Q3, but at
this point we are reasonably comfortable with the targets. It should not have
impacts to Q4 numbers unless the strike continues for much longer than anyone
anticipates, and at this point the strike is nearly settled.
What is the policy for NorthPoint employees that do not find a fit or a
comparable offer within the company during the company reorganization pre-merger
AND post-merger, i.e., involuntary termination schedule, compensation, etc.?
We are not expecting many cases of redundant jobs between the two companies. At
this stage, the transition team that will make policy decisions is still
forming. For this reason, the policy decision about overlapping jobs will not be
made for several months.
I was previously employed by Pac Bell (the local RBOC) and, according to Judge
Greene's Modified Judgment, if I leave one RBOC to work for another, my time
(seniority) is automatically bridged at the end of a five-year period. Will this
hold true since NorthPoint, for all intents and purposes, is now a part of
Verizon, which already has RBOC status?
There is nothing in Judge Green's ruling or any other Portability law or rule
that would require Portability recognition of your prior Pac Bell service. The
mere fact that Verizon owns 55 percent of NorthPoint does not have consequences
under the Portability rules because, among other reasons, Portability applies to
an employee who is hired by a Portability company that participates in a
Portability pension plan. Since there is no pension plan for employees hired by
NorthPoint, the Portability law does not apply in this case.
At what point in time do you need to own shares of NorthPoint to obtain the
"$2.50"? Is there a cut-off date, or will this take effect at the same time the
merger finalizes?
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. It is announced publicly, and we will also announce it to employees. In
order to receive the $2.50 per share, a stockholder must own his/her shares on
the "record date."
Didn't see your question answered here? Click here to submit your question and
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we'll answer it promptly.
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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
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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].
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.
