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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 8, 2000:
Verizon at a glance
Company name: Verizon Communications
Major businesses: Largest provider of wireline and wireless communications in
the United States, currently with 95 million lines and 25
million wireless customers; also a leading provider of high-
speed data services and the world's largest print and online
directory company.
DSL business: Wholesale DSL business will become part of NorthPoint; retail
offering will continue as is, branded Verizon Online.
Global presence: 40 countries in the Americas, Europe, Asia and the Pacific
Founded: Result of a merger of Bell Atlantic Corp. and GTE Corp.
Merger completed June 30, 2000
Headquarters: New York, NY
Fortune 500 rank: Among the Fortune 10
1999 revenues: Approximately $60 billion
1999 earnings: $8.29 billion
Market cap: $132.3 billion
(as of 8/7/00)
Stock exchange: NYSE
Ticker symbol: VZ
No. of employees: 260,000
Top management: Charles R. Lee, Chairman & CEO
Ivan Seidenberg, President & Co-CEO
Larry Babbio, President & Vice Chairman, Telecom
Management quote: "From day one, Verizon will be a leader in the communications
industry, with more ways to touch customers, more cash to
fuel growth and innovation, and more investment capital to
deploy the technologies of the future than any company before
us." -- Ivan Seidenberg, President & Co-CEO
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Company culture: The Verizon Promise encompasses Core Purpose, Core Values and
Core Goals, as well as the following promises:
-- We're promising the world of communications that we will
lead it.
-- We're promising customers - and all our stakeholders --
that they absolutely can rely on us.
-- We're promising ourselves that we're going to settle for
nothing less than greatness.
Community relations: The Verizon Foundation, among the top 10 corporate
foundations, will contribute approximately $70 million in 2000 to help transform
the nonprofit community through technology and innovative e-solutions. Education
is its top priority.
NorthPoint Communications Group, Inc. and Bell Atlantic Corporation (d/b/a
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 Bell Atlantic Corporation (d/b/a
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.
