<PAGE>
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 OCTOBER 10,
2000:
Frequently Asked Questions About the NorthPoint / Verizon Merger
Here are some questions and answers about the merger. The newest Q&A is listed
first. For previously answered questions, scroll down.
October 10, 2000
Does this mean that I will get two bonuses -- one for meeting of NorthPoint's
yearly goal and another for being here during the merger transition?
Yes, that's what it means. Employees who remain with NorthPoint until the merger
closes will receive a closing bonus and also the annual STIP (Short-Term
Incentive Pay) award.
If I am on a leave of absence when the merger closes and come back to the new
NorthPoint, will I qualify for the merger closing bonus?
An employee on an approved leave of absence is still on the NorthPoint payroll,
even though he/she may not be receiving a paycheck during the leave if it is
unpaid. The employee will not receive the bonus when the merger closes because
he/she does not show up as "active" on payroll, and it's always a possibility
that he/she will not return to work at NorthPoint. However, once he/she returns
to work and to active status on payroll, because there has been no break in
service, he/she will be eligible to receive payment of this bonus within 30 days
after returning to work.
My question concerns those of us participating in ESPP and relates to the
estimated $2.50/share bonus to stockholders. How is it currently planned to pay
this bonus money? Will it be put into our ESPP accounts and used to purchase
more shares? Will it be paid directly to us in cash? Or will we be given the
option as to how we can receive it, as we get closer to the closing date?
Employees who purchased shares through the Employee Stock Purchase Program will
be treated the same as other stockholders. You will receive a cash payment of
approximately $2.50 for each share you own on the date the merger closes.
I don't understand the matching for the 401(k). Please explain in more detail
what is meant by half of the first six percent.
You will receive 50 cents for every dollar you contribute up to the first 6% of
your 401(k) contribution. (Please note that the IRS has mandated a cap of
$10,500 for 401(k) contributions in the year 2000.) Let's use an example of an
employee whose salary is $50,000. If the employee contributes 6%, or $3,000,
he/she will receive a match of half that amount or $1,500. If he/she contributes
12%, or $6,000, the match will be half of the first 6% ($3,000), which is still
$1,500. If he/she contributes 3%, or $1,500, he/she will receive half of 3% or
$750.
Is the 401(k) matching retroactive?
No, it becomes effective January 1, 2001.
