<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 PLACED ON THE WEBSITE OF NORTHPOINT COMMUNICATIONS
GROUP, INC. BEGINNING ON AUGUST 8, 2000:
August 8, 2000
The "new" NorthPoint Communications
A Premier Broadband Communications Company
On August 8, 2000, NorthPoint and Verizon announced they will merge their DSL
businesses to create a premier broadband communications company dedicated to
accelerating the delivery of high-speed data services nationwide.
The Deal at a Glance
. The merger will combine Verizon and NorthPoint's DSL networks, products,
technology, strategic partnerships and management.
. Verizon will make an $800 million cash investment in the new NorthPoint. Of
the cash, $450 million will be used to fund the new NorthPoint's capital
expenditures and operations, and NorthPoint shareholders will receive $350
million in cash, or approximately $2.50 per share (based on the number of
outstanding shares and warrants as of the closing date). NorthPoint
shareholders also will receive one share in the "new" NorthPoint for each
share held as of the closing date.
. Verizon currently has more than 1,700 central offices in 84 MSAs
(metropolitan statistical areas); and NorthPoint currently has more than
1,500 central offices in 99 MSAs.
. The two companies have wholesale relationships with Verizon Online, AOL,
UUNET and Genuity and others, and strategic marketing relationships with
RadioShack, Microsoft, Staples and Blockbuster.
. Verizon will own 55 percent of the new NorthPoint. Existing NorthPoint
shareholders will hold a 45 percent stake of the company.
The "New" NorthPoint
The new NorthPoint will become the national provider of choice for consumers,
businesses and ISPs with the scale, scope and financial resources to
aggressively expand availability of broadband services applications. The
combined operations of NorthPoint and Verizon expect to begin 2001 with the
following assets:
End of 2000
-----------
DSL Lines 600,000+
Operational Central Offices 3,000+
MSAs Served 163
Homes and Business Passed 63 million
CEO
Liz Fetter, president and CEO of NorthPoint, will continue as CEO of NorthPoint.
Fetter has 20+ years of business management experience, 10 of which has been in
the telecom industry, and most recently led US West's consumer services group
with revenue of $4.7 billion.
Media Contacts
NorthPoint Verizon
Jim Monroe Joan Rasmussen
703-847-3681 212-395-2051
[email protected] [email protected]
---------------------- ----------------------------
For further information about NorthPoint and Verizon, visit the companies' Web
sites: www.northpoint.net and www.verizon.com.
------------------ ---------------
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.
