<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 USED BY THE CHIEF EXECUTIVE OFFICER OF NORTHPOINT
COMMUNICATIONS GROUP, INC., AT AN INDUSTRY CONFERENCE DISSEMINATED ON OCTOBER
24, 2000:
<PAGE>
Liz Fetter
[LOGO] President &
Chief Executive Officer
[LOGO] October 24,2000
NorthPoint
<PAGE>
Securities Law Disclaimer [LOGO]
NorthPoint(SM)
Safe Harbor Statement
Under the Private Securities Litigation Reform Act of 1995
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.
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: investor
[email protected].
CONFIDENTIAL
<PAGE>
NORTHPOINT
COMMUNICATIONS
The New NorthPoint
[LOGO]
VERIZON
[LOGO]
NorthPoint
<PAGE>
The "New" NorthPoint [LOGO] [LOGO]
NorthPoint(SM)
Verizon is contributing
. $800 million in cash, -- PLUS --
. Their wholesale DSL business
Verizon DSL By year end, the "new" NorthPoint DSL assets
operations today:: NorthPoint will have: & operations today:
. 220,000 Over 600,000 lines . 62,000
lines More than 3,000 COs lines
. 1,400 163 MSAs . 1,200
employees employees
63 million homes and
. 1,760 business passed . 1,505
operational operational
COs COs
CONFIDENTIAL
<PAGE>
Deal Result: More Robust National Network [LOGO] [LOGO]
NorthPoint(SM)
[MAP]
The combined operations of NorthPoint and Verizon will serve 163 MSAs and offer
service to 63 million potential subscribers by the end of 2000.
CONFIDENTIAL
<PAGE>
Deal Result: Competitive Scale [LOGO]
NorthPoint(SM)
Other Other NorthPoint/
DLEC ILEC Verizon
6% 8% 11%
SBC
16%
Other Cable
Operators
59%
[PIE CHART]
Estimated Year End 2000 Share
*Includes MediaOne
Sources: IDC, Company data, Morgan Stanley Dean Witter, Internal estimates
CONFIDENTIAL
<PAGE>
NorthPoint's Winning Strategy [LOGO] [LOGO]
NorthPoint(SM)
NorthPoint is executing quickly on a winning strategy:
------------- ------------- ------------- ---------------
Build and Ensure Maintain Add VAS
Scale a Access to Customer and Reach
National Capital Focus and Profitability
Network Execution
------------- ------------- ------------- ---------------
---------------------------------------------------------------
The deal with Verizon achieves all of these objectives.
---------------------------------------------------------------
CONFIDENTIAL
