As filed with the Securities and Exchange Commission on September 7, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1 AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NorthPoint Communications Group, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.001 per Share
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(Title of Class of Securities)
666610 20 9
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(CUSIP Number)
Marianne Drost, Esq.
Bell Atlantic Corporation
(d/b/a Verizon Communications)
1095 Avenue of the Americas
New York, NY 10036
(212) 395-1783
With a copy to:
Martha E. McGarry, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 5, 2000
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box: | |
CUSIP NO. 666610 20 9 13D PAGE 2 OF 12 PAGES
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1 NAMES OF REPORTING PERSONS
Bell Atlantic Corporation (d/b/a Verizon Communications)*
(I.R.S. IDENTIFICATION NO. 232259884)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 11,177,347**
BENEFICIALLY -----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 67,670,268***
REPORTING -----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 11,177,347
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,847,615
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.7%****
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14 TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
* Verizon Ventures I Inc. is a wholly-owned subsidiary of Verizon
Advanced Data Inc. Verizon Advanced Data Inc. is a wholly-owned
subsidiary of Bell Atlantic Corporation (d/b/a Verizon
Communications) ("Verizon Communications"). Due to Verizon
Communications' indirect ownership of Verizon Ventures I Inc.,
Verizon Communications may be deemed to beneficially own shares of
NorthPoint Communications Group, Inc.'s common stock. With the
exception of the 9% Convertible Preferred Stock purchased by
Verizon Communications, Verizon Communications does not have any
interest in shares of NorthPoint Communications Group, Inc.'s
common stock independent of its indirect ownership interest in
Verizon Ventures I Inc.
** The number of shares reported is determined by dividing the
aggregate purchase price for 9% Convertible Preferred Stock of $150
million by the conversion price of $13.42. The number of shares is
subject to increase over time due to the accrual of dividends.
Verizon Communications will not have voting rights until the
requisite government approvals are obtained.
*** Beneficial ownership of the common stock referred to herein is
being reported hereunder solely because the reporting person may be
deemed to have beneficial ownership of such shares as a result of
the Voting and Lock-Up Agreements (the "Voting Agreements")
described in Items 3, 4 and 5 of the Schedule 13D filed by Verizon
Communications, Verizon Advanced Data Inc. and Verizon Ventures I
Inc. on August 17, 2000. Neither the filing of this Schedule 13D
nor any of its contents shall be deemed to constitute an admission
by Verizon Communications that it is the beneficial owner of any of
the common stock referred to herein for purposes of Section 13(d)
of the Securities Exchange Act of 1934, as amended (the "Act"), or
for any other purpose, and such beneficial ownership is expressly
disclaimed.
**** The 54.7% is determined by dividing the 78,847,615 shares of Common
Stock described in Section 11 above by the sum of the 133,031,083
shares of Common Stock outstanding as of August 10, 2000 and the
11,177,347 shares of Common Stock issuable upon conversion of the
9% Convertible Preferred Stock. In the event that certain
stockholders sell the 3,400,000 shares of Common Stock as permitted
by the Voting Agreements, the percentage of issued and outstanding
shares of Common Stock subject to the Voting Agreements set forth
in this Section 13 will be reduced from 54.7% to 52.3%.
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1 NAMES OF REPORTING PERSONS
Verizon Advanced Data Inc.* (I.R.S. IDENTIFICATION NO. 541885544)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES N/A
BENEFICIALLY ----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 67,670,268**
REPORTING ----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH N/A
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,670,268
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.9%***
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14 TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
* Verizon Ventures I Inc. is a wholly-owned subsidiary of Verizon
Advanced Data Inc. Due to Verizon Advanced Data Inc.'s direct
ownership of Verizon Ventures I Inc., it may be deemed to
beneficially own shares of NorthPoint Communications Group, Inc.'s
common stock. Verizon Advanced Data Inc. does not have any interest
in shares of NorthPoint Communications Group, Inc.'s common stock
independent of its ownership interests in Verizon Ventures I Inc.
** Beneficial ownership of the common stock referred to herein is
being reported hereunder solely because the reporting person may be
deemed to have beneficial ownership of such shares as a result of
the Voting Agreements. Neither the filing of this Schedule 13D nor
any of its contents shall be deemed to constitute an admission by
Verizon Advanced Data Inc. that it is the beneficial owner of any
of the common stock referred to herein for purposes of Section
13(d) of the Act, or for any other purpose, and such beneficial
ownership is expressly disclaimed.
*** The 46.9% is determined by dividing the 67,670,268 shares of Common
Stock described in Sections 8 and 11 above by the sum of the
133,031,083 shares of Common Stock outstanding as of August 10, 2000
and the 11,177,347 shares of Common Stock issuable upon conversion
of the 9% Convertible Preferred Stock. In the event that certain
stockholders sell the 3,400,000 shares of Common Stock as permitted
by the Voting Agreements, the percentage of issued and outstanding
shares of Common Stock subject to the Voting Agreements set forth
in this Section 13 will be reduced from 46.9% to 44.6%.
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1 NAMES OF REPORTING PERSONS
Verizon Ventures I Inc. (I.R.S. IDENTIFICATION NO.- 23-3052545)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES N/A
BENEFICIALLY -----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 67,670,268**
REPORTING -----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH N/A
-----------------------------------------
10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,670,268
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.9%***
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14 TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
* Verizon Ventures I Inc. is a wholly-owned subsidiary of Verizon
Advanced Data Inc. Verizon Advanced Data Inc. is a wholly-owned
subsidiary of Verizon Communications.
** Beneficial ownership of the common stock referred to herein is
being reported hereunder solely because the reporting person may be
deemed to have beneficial ownership of such shares as a result of
the Voting Agreements. Neither the filing of this Schedule 13D nor
any of its contents shall be deemed to constitute an admission by
Verizon Ventures I Inc. that it is the beneficial owner of any of
the common stock referred to herein for purposes of Section 13(d)
of the Act, or for any other purpose, and such beneficial ownership
is expressly disclaimed.
*** The 46.9% is determined by dividing the 67,670,268 shares of Common
Stock described in Sections 8 and 11 above by the sum of the
133,031,083 shares of Common Stock outstanding as of August 10, 2000
and the 11,177,347 shares of Common Stock issuable upon conversion
of the 9% Convertible Preferred Stock. In the event that certain
stockholders sell the 3,400,000 shares of Common Stock as permitted
by the Voting Agreements, the percentage of issued and outstanding
shares of Common Stock subject to the Voting Agreements set forth
in this Section 13 will be reduced from 46.9% to 44.6%.
This Amendment No. 1 to Schedule 13D (this "Amendment") is being
filed pursuant to Rule 13d-2(a) of the Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Act"), by Bell Atlantic
Corporation (d/b/a Verizon Communications) ("Verizon Communications"), a
Delaware corporation, Verizon Advanced Data Inc., a Delaware corporation,
and Verizon Ventures I Inc., a Delaware corporation, with respect to the
common stock, par value $.001 per share, of NorthPoint Communications
Group, Inc., a Delaware corporation. This Amendment amends the Schedule 13D
filed by Verizon Communications, Verizon Advanced Data Inc. and Verizon
Ventures I Inc. on August 17, 2000.
The Schedule 13D previously filed is hereby amended by the addition
of the following information:
ITEM 1. Security and Issuer.
This Statement on Schedule 13D relates to the common stock, par
value $0.001 per share (the "Common Stock"), of NorthPoint Communications
Group, Inc., a Delaware corporation (the "Issuer") issuable upon conversion
of the 150,000 shares of 9% Convertible Preferred Stock of the Issuer
purchased by Verizon Communications on September 5, 2000 (the "Preferred
Stock"). The principal executive offices of the Issuer are located at 303
Second Street, South Tower, San Francisco, CA 94107.
Conversion Rights
Each share of Preferred Stock shall be convertible at any time, or
from time to time, unless previously redeemed by the Issuer, at the option
of the holder thereof, into such number of shares of Common Stock as
described below; provided, however, that a holder of Preferred Stock may
not convert its shares of Preferred Stock into shares of Common Stock prior
to the expiration or termination of any waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the
receipt of any required approvals under the Communications Act. The number
of shares of Common Stock issuable upon conversion of each share of
Preferred Stock is equal to the result obtained by dividing (a) the sum of
$1,000 plus accrued dividends by (b) the conversion price of $13.42. The
dividends accrue at a rate of 9% per annum, provided, however, in the event
the Agreement and Plan of Merger, dated as of August 7, 2000 (the "Merger
Agreement"), by and among Verizon Communications, the Issuer, Verizon
Ventures I Inc. and Verizon Ventures II Inc. is terminated, the accrual
rate will increase by an additional 0.5% on each subsequent three month
anniversary of the date of issuance. In no event will the accrual
percentage exceed 18%.
ITEM 3. Source and Amount of Funds or Other Consideration.
The Securities Purchase Agreement
Pursuant to the terms of that certain Securities Purchase
Agreement, dated as of August 7, 2000, by and between Verizon
Communications and the Issuer (the "Purchase Agreement"), Verizon
Communications purchased 150,000 shares of Preferred Stock at a price of
$1,000 per share, for an aggregate purchase price of $150,000,000. The
funds used by Verizon Communications in its acquisition of the Preferred
Stock were drawn from its working capital and from funds held for
investment.
ITEM 4. Purpose of Transaction.
In connection with the Merger Agreement, pursuant to which Verizon
Ventures II Inc. will merge with and into the Issuer (the "Merger"),
Verizon Communications and the Issuer entered into the Purchase Agreement
whereby Verizon Communications, subject to certain conditions, agreed to
purchase 150,000 shares of the Preferred Stock for a purchase price of
$150,000,000. The purpose of the Preferred Stock purchase is to provide an
additional source of capital for the Issuer's ongoing operations prior to
the consummation of the Merger. It also enhances the Issuer's short-term
and long-term liquidity.
Presently Verizon Communications, the holder of the shares of
Preferred Stock, is entitled to no voting rights, except as required by
law. Upon receipt of the requisite government approvals as described in
Item 1 hereof, each share of Preferred Stock will vote together with the
Common Stock on an as converted basis and will be convertible into shares
of Common Stock at a conversion price of $13.42 per share.
ITEM 5. Interest in Securities of the Issuer.
(a) As of the date hereof, none of the Reporting Persons owns any
shares of Common Stock. However, under the definition of "beneficial
ownership" as set forth in Rule 13d-3 under the Act, each of Verizon
Ventures I Inc. and Verizon Advanced Data Inc. may be deemed to have
beneficial ownership of the 67,670, 268 shares of Common Stock subject to
the Voting Agreements, constituting in the aggregate approximately 46.9% of
the effective number of outstanding shares of Common Stock (based on the
number of shares of Common Stock outstanding as of August 10, 2000 plus the
number of shares of Common Stock issuable with respect to the Preferred
Stock).
In addition, the aggregate number of shares of the Common Stock
which Verizon Communications may be deemed to have beneficial ownership
of under Rule 13d-3 of the Act, assuming conversion of the Preferred Stock
into Common Stock, is 78,847,615. This constitutes approximately 54.7% of
the effective number of outstanding shares of Common Stock (based on the
number of shares of Common Stock outstanding as of August 10, 2000 plus the
number of shares of Common Stock issuable with respect to the Preferred
Stock). The Purchase Agreement provides that Verizon Communications may
not sell the Preferred Stock prior to the earlier of the termination of the
Merger Agreement or the consummation of the transactions contemplated by
the Merger Agreement.
(b) Assuming conversion of the Preferred Stock into Common Stock
and receipt of the requisite government approvals, Verizon Communications
possesses the sole power to vote or direct the vote of, and the sole power
to dispose of or direct the disposition of, 11,177,347 shares of Common
Stock. This constitutes approximately 7.8% of the effective number of
outstanding shares of Common Stock (based on the number of shares of Common
Stock outstanding as of August 10, 2000 plus the number of shares of Common
Stock issuable with respect to the Preferred Stock).
Assuming conversion of the Preferred Stock into Common Stock,
Verizon Communications, Verizon Advanced Data Inc. and Verizon Ventures I
Inc. possess the shared power to vote or direct the vote of 67,670,268
shares of Common Stock with respect to certain matters relating to the
Merger set forth in the Voting Agreements. This constitutes approximately
46.9% of the effective number of outstanding shares of Common Stock (based
on the number of shares of Common Stock outstanding as of August 10, 2000
plus the number of shares of Common Stock issuable with respect to the
Preferred Stock).
(c) As described in Items 3 and 4, Verizon Communications entered
into the Purchase Agreement with the Issuer on August 7, 2000. Pursuant to
the Purchase Agreement, Verizon Communications purchased 150,000 shares of
Preferred Stock at a price of $1,000 per share. This transaction was
consummated within the last sixty (60) days.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Verizon Communications is a party to a Registration Rights
Agreement, dated as of August 7, 2000 (the "Registration Rights
Agreement"), by and between the Issuer and Verizon Communications. Under
the terms of the Registration Rights Agreement, Verizon Communications was
granted certain demand and piggyback registration rights in respect of the
Preferred Stock and the Common Stock issuable upon the conversion of the
Preferred Stock.
ITEM 7. Material to Be Filed as Exhibits.
Exhibit
Number Exhibit Description
1. Securities Purchase Agreement, dated as of August 7, 2000,
by and between Verizon Communications and NorthPoint
Communications Group, Inc.
2. Form of Certificate of Designation of 9% Convertible
Preferred Stock of NorthPoint Communications Group, Inc.
3. Registration Rights Agreement, dated as of August 7, 2000,
by and between Verizon Communications and NorthPoint
Communications Group, Inc.
SIGNATURES
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: September 7, 2000
BELL ATLANTIC CORPORATION
(d/b/a VERIZON COMMUNICATIONS)
By: /s/ Marianne Drost
_____________________________
Name: Marianne Drost
Title: Corporate Secretary
VERIZON ADVANCED DATA INC.
VERIZON VENTURES I INC.
By: /s/ Diane K. Ferber
_____________________________
Name: Diane K. Ferber
Title: Vice President, Chief Financial
Officer and Treasurer
EXHIBIT INDEX
Exhibit
Number Exhibit Description
1. Securities Purchase Agreement, dated as of August 7, 2000,
by and between Verizon Communications and NorthPoint
Communications Group, Inc.
2. Form of Certificate of Designation of 9% Convertible
Preferred Stock of NorthPoint Communications Group, Inc.
3. Registration Rights Agreement, dated as of August 7, 2000,
by and between Verizon Communications and NorthPoint
Communications Group, Inc.
