<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 INCLUDED IN AN EMAIL TO ALL EMPLOYEES OF
NORTHPOINT COMMUNICATIONS GROUP, INC. ON AUGUST 21, 2000 AND DISSEMINATED TO
EMPLOYEES OF NORTHPOINT COMMUNICATIONS GROUP, INC. ON THE NORTHPOINT INTRANET
BEGINNING ON AUGUST 21, 2000:
[LOGO OF THE POINT, AN UPDATE FROM CEO LIZ FETTER]
August 21, 2000
The NorthPoint-Verizon Merger and Employees' Stock Options
Mike Glinsky and I started having "brown bag" sessions with employees last week
to talk about NorthPoint's merger with Verizon and answer your questions. These
discussions have been helpful to me to learn what's on your mind and what your
reaction is to this deal. As I've said in these sessions, I don't expect you to
be as excited as I am -- at least not yet. It's a complicated deal, so if you
are only 75 percent excited and 25 percent skeptical or questioning, you're in
the right frame of mind. I hope as you become more familiar with the details of
the deal, you'll share my excitement about all that it means for the future of
NorthPoint.
I want to use this issue of The Point to clarify the one area that has caused
the most confusion and where many people still have questions: the effect of
the merger on employees' stock options.
As you know, all NorthPoint employees hold stock options. They are part of what
attracts employees, and they are proof that everyone has an opportunity to
contribute to our results -- and an opportunity to share in the success that you
make possible.
When we were putting the deal together and had decided to offer a one-time
payment to our shareholders of about $2.50 per share, I insisted that we offer
something of equivalent value to our employees. The way we are able to do that
is by increasing the number of options each employee has been granted and, at
the same time, decreasing the exercise price.
<PAGE>
Of course, this is not as straightforward as a direct payout, and that's why it
has caused so much confusion.
There is a detailed explanation on Lighthouse at
http://lighthouse/mergercentral/options.htm. I hope you'll take a few minutes to
read it carefully. In addition, let me answer some of the most frequently asked
questions:
If you have already exercised your options and hold the stock certificate, you
are no longer an option holder. You are a shareholder and you will receive a
check in the mail for $2.50 per share just like all other shareholders.
If you still hold options, it doesn't matter if they have vested or not, they
will be treated exactly the same way: they will be increased in number and the
exercise price will be decreased.
In order to calculate the actual impact on your own options, you need to know
two factors that won't be known until after the deal closes. Specifically, you
need to know (1) the exact amount that shareholders will be paid ($2.50 is just
an estimate) and (2) the value of the new NorthPoint common stock to be used in
the calculation, which will be the average of the last sale prices for a share
of new NorthPoint common stock as quoted by NASDAQ for the first five full
trading days following the closing.
Since we won't know these two numbers until after the close, we chose examples
for the calculation on Lighthouse. When we know the real numbers at the end of
the week after closing the deal, we'll post a precise calculator on Lighthouse.
Then you can enter your number of options and current exercise price, and it
will calculate the exact number of options you have in the new NorthPoint as
well as your new exercise price. Until that time, no calculation is precise
since we can't predict the future. But I assure you that employees will get the
same benefit as shareholders and will gain an immediate benefit from the merger
with Verizon. In addition, you will be working for the world's No. 1 broadband
company, with our potential for success multiplied many times over. That's
what's most exciting for me!
The Point is intended for employees of NorthPoint Communications, their friends
and family members. Please do not distribute to others outside the company.
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
<PAGE>
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].
