<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 EMAIL WAS SENT TO EMPLOYEES OF NORTHPOINT COMMUNICATIONS
GROUP, INC. ON AUGUST 8, 2000:
Today marks an exciting milestone in NorthPoint's short history. At the same
time that I'm sending you this message, NorthPoint and Verizon are jointly
announcing publicly the merger of our two leading DSL businesses. This merger
is the first of its kind in the communications industry, and I'm confident
that once you've heard the details of it, you will be as excited as I am about
what it means for NorthPoint's future.
I hope you'll join me for more details of the merger on an All-NorthPoint
Conference Call today at 9:15 a.m. Pacific Time.
First, here are the facts of the deal:
. NorthPoint and Verizon will combine their industry-leading DSL capabilities
and assets to create a new national DSL leader and a "new" NorthPoint.
Verizon's investment in the new NorthPoint includes $800 million in cash to
fund our business plan as well as its DSL business. As a result, Verizon
will have 55 percent ownership in the new NorthPoint and existing
NorthPoint shareholders will own 45 percent.
. Of the $800 million in cash, approximately $350 million will be paid to
existing NorthPoint shareholders and $450 million will fund NorthPoint's
business plan. In addition, NorthPoint shareholders will receive one share
in the "new" NorthPoint for each share held. We are also making an
adjustment to employees' stock options so that your options in the new
NorthPoint have the same value as your old NorthPoint options. The
adjustment has been designed to ensure that option holders receive economic
benefits comparable to the economic benefits to shareholders. At the
closing several months from now, employees' stock option grants will be
converted from the old NorthPoint to the new NorthPoint, with an increase
in the number of option shares and a decrease in the "strike price." We
will describe this adjustment in more detail as the closing gets closer.
. NorthPoint will take operational control of all of Verizon's current DSL
business, including approximately 1,500 people and DSL assets including
operational COs that will approximately double the size of NorthPoint's
network. It also includes new wholesale relationships with such companies
as Verizon Online, AOL and other leading ISPs.
. NorthPoint will continue to be an independent company, with its own stock
and board of directors. We will retain the NorthPoint name, as well as our
senior management team, our employees and our TRUE North culture.
What does this mean for the future of NorthPoint? It means we will be better
positioned than ever before to capitalize on the enormous global broadband
market opportunity. It also signals a new leader among the national DSL
service providers since NorthPoint will now have the broadest network and the
most wholesale subscribers in the business. And we have significantly
strengthened our financing position and our ability to aggressively expand our
network and innovative service portfolio.
I realize that even after you become familiar with the details of today's
announcement you will have many questions. Some of them can be answered
immediately, and you can find them, along with other information about the
merger, on a special section of Lighthouse devoted to the merger. There are
many more questions for which we don't yet have answers and we may not have
them for some time. I want to assure you that as the details of the deal are
worked out and decisions are made, we will keep you informed. In the "Merger
Central" section of Lighthouse, you can ask questions. Although we can't
answer them individually, we'll post them on Lighthouse along with answers as
soon as the answers are known.
Of course, the most important question is "What does this change mean to me?
How does it affect my job?" The answer is that it's not likely to affect you
at all for several months. We expect to complete the transaction - which
requires standard regulatory and shareholder approvals - by mid-2001. Until
that time, there should be no material impact on the day-to-day activities of
most employees.
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.
<PAGE>
We are forming a transition team, and I've asked Chris Ungson to head it.
Chris has been promoted to senior vice president, Merger Planning and
Integration, and he will report directly to me. The transition team members
will be the only ones whose jobs are affected immediately. For the rest of the
NorthPoint team, it's essential that everyone remain focused on the business.
We are only halfway through the year 2000, and that means the third and fourth
quarters will be as critical as ever to our continued success. The one thing
we all share is a desire to make NorthPoint a success, and to ensure that
success we cannot become distracted by the merger before it is final. Let's
all stay focused on doing our jobs.
I'm looking forward to the new NorthPoint, to building it together and to
making it the world leader in broadband.
Liz
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 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.
