NORTHPOINT COMMUNICATIONS GROUP INC
425, 2000-08-14
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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               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 IS A PRESS RELEASE  DISSEMINATED BY ROXY.COM, NORTHPOINT
COMMUNICATIONS GROUP, INC. AND PHOENIX NETWORKS ON AUGUST 14, 2000:

<TABLE>
<CAPTION>
For immediate release
Contact:
<S>                          <C>                        <C>
     Roxy.com                NorthPoint Communications  Phoenix Networks
     --------                -------------------------  ----------------
     Doug Curran             Caroline Howell            Simone Valle
     (508) 229-3396          (415) 365-6056             (314) 983-6195
     [email protected]    [email protected]     [email protected]
     --------------------    ----------------------     ---------------------

     Michael Zorek
     HWH Public Relations
     (212) 355-5049
     [email protected]
     -----------------
</TABLE>

            ROXY.com's Everything Wireless Takes E-tail Lead In DSL With
Online Premiere of NorthPoint/PhoenixDSL High-Speed Internet Service

     HOLLYWOOD, Fla., Aug. 14, 2000 - ROXY.com, in partnership with NorthPoint
Communications (NASDAQ: NPNT) and Phoenix Networks, is moving DSL sales into the
e-tail arena with today's launch of NorthPoint/PhoenixDSL-branded high-speed
Internet service on ROXY's EverythingWireless.com Web site.

     The partnership with ROXY represents the first co-marketing agreement
NorthPoint Communications and Phoenix Networks have executed in their joint
initiative to establish relationships with e-commerce companies.

     The addition of DSL (Digital Subscriber Line) service makes Everything
Wireless the first true one-stop online shop for personal communications
products and services, including the Internet's largest selection of wireless
phones and service, data communications, two-way radios and accessories.

     ROXY, a leading multi-channel consumer electronics distributor, also
expects to add the NorthPoint/PhoenixDSL service to its flagship ROXY.com site.

     Everything Wireless, NorthPoint and Phoenix Networks are collaborating to
create an easy and fast way for consumers to learn about and buy high-speed
Internet service. An automated shopping engine instantly lets Web site visitors
know whether DSL service is available for their address, provides a
tutorial/speed demonstration, guides them through service selection based on
personal needs, and processes their order - all online and without the need to
talk to a sales representative. They also can request more information, and
receive a call back from a trained DSL expert.

     "High-speed Internet service is rapidly becoming a `must-have' resource for
both business and leisure computer users," said Alan Refaeli, Everything
Wireless director of business development. "Our complementary digital
communications product line, as well as our `stay-connected' customer base, put
Everything Wireless and ROXY.com in the ideal position to lead the DSL growth
wave in the online retail marketplace. With recognized broadband DSL leaders
NorthPoint Communications and Phoenix Networks as our partners, Everything
Wireless customers will know they are getting the highest quality product and
customer service at an affordable price."

     "NorthPoint is building smart partnerships with leading e-tailers like
ROXY.com to bring the benefits of broadband to more consumers and businesses,
said Debbie Jo Severin, vice president, marketing and communications, NorthPoint
Communications. "Teaming with Phoenix Networks, a valued ISP partner, we are
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providing real-time information about DSL service to Everything Wireless
visitors and making it simpler to order DSL service online."

     "This partnership creates an easy to use, one-stop resource for DSL service
- from providing background on DSL technology, to determining service needs and
availability, to facilitating online purchase," said Scott Ellison, vice
president of business development for Phoenix Networks. "We are proud to work
with trusted brands like NorthPoint and ROXY's Everything Wireless to help
businesses and home users get connected."

     Everything Wireless and NorthPoint/Phoenix are offering residential DSL at
a highly competitive $39.99 per month for 784/392 KBps, always-on, no-dial-up
service. Business DSL service is being offered at $124.99 to $389.99 per month,
at dedicated speeds up to 1.5 MB per second. Besides providing automated online
options for businesses, Everything Wireless will work directly with businesses
through its corporate account department to explain and market the service.

     The service currently is available in 51 major U.S. markets, including the
top 10 U.S. metropolitan areas. By the end of 2000, the service is expected to
be available to more than half of all American households.

     To reach an even wider potential customer base, Everything Wireless also
will market NorthPoint/PhoenixDSL service through its telemarketing centers, e-
mail to its own and partner customer databases, and its print catalogs.

ROXY.com and Everything Wireless
--------------------------------

ROXY.com, of Marlboro, MA, is a leading multi-channel retailer of entertainment
electronics and personal communications products and services. The company is #1
in online sales of DIRECTV satellite TV systems, and is listed by TWICE magazine
as one of the top 25 revenue producers among all online consumer electronics
retailers. Everything Wireless, a wholly owned division of ROXY.com, is the
nation's first and largest direct marketer of cellular and PCS phones,
accessories, two-way radios and GPS navigational devices. ROXY's sales channels
include two Web sites, telemarketing center, catalogs and a ROXY shopping show
on the ValueVision Network. ROXY.com's major investors include Federated
Department Stores (NYSE: FD), NBC Internet (NASDAQ: NBCi), and ValueVision
International (NASDAQ: VVTV). For business inquiries at Everything
Wireless/ROXY.com, contact Alan Refaeli, Director of Business Development, (954)
921-1234, X113, or e-mail to [email protected].

About Phoenix Networks
----------------------

Broadband services provider Phoenix Networks delivers a full range of
connectivity products based on DSL (Digital Subscriber Line), ISDN and other
high-speed technologies to more than 50 markets nationwide. In addition to
business and residential high-speed Internet access, Phoenix Networks offers Web
hosting, email hosting, security solutions and onsite technical services, all
marketed under the PhoenixDSL brand. Founded in 1998, Phoenix Networks provides
fast, reliable and secure broadband solutions via a state-of-the-art, fully
meshed OC-48 capable ATM Tier-1 backbone. Phoenix Networks is privately held and
headquartered in St. Louis, Missouri.

About NorthPoint Communications
-------------------------------

NorthPoint Communications Group, Inc., (Nasdaq: NPNT) one of the fastest-growing
DSL services providers in the U.S., is building a global network designed to
deliver affordable, dedicated high-speed Internet access, streaming content and
other value-added services to consumers and businesses around the world. The
company currently operates DSL-based local networks in 99 U.S. metropolitan
statistical areas (MSAs). NorthPoint is also expanding its services around the
globe through strategic partnerships with Versatel in Europe and Call-Net in
Canada. On August 8, 2000, NorthPoint announced an agreement with Verizon to
combine their industry-leading DSL businesses. The merger will strengthen
NorthPoint's ability to quickly scale to meet the fast-growing demand for
broadband services and to deliver innovative new services and greater choice to
American consumers and businesses. The combined operations of NorthPoint and
Verizon are expected to serve more than 600,000 DSL subscribers and will pass 63
million potential subscribers in 163 MSAs by the end of 2000. For additional
information, visit www.northpoint.net.

----------------------
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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, including, without
limitation, the company's dependence on strategic third parties to market and
resell its services, intense competition for the company's service offerings,
dependence on growth in demand for DSL-based services, ability to raise
additional capital and other 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:
[email protected].


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