As filed with the Securities and Exchange Commission on August 17, 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)
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)
August 7, 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
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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) |_|
N/A (b) |_|
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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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7 SOLE VOTING POWER
NUMBER OF N/A
SHARES -----------------------------------------------------------
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)
51.0%***
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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
Communcations). Due to Verizon Advanced Data Inc.'s and Bell
Atlantic Corporation's direct or indirect ownership of Verizon
Ventures I Inc., each may be deemed to beneficially own shares of
NorthPoint Communication Group, Inc.'s common stock. Verizon
Advanced Data Inc. and Bell Atlantic Corporation do not have any
interest in shares of NorthPoint Communication Group, Inc.'s
common stock independent of their ownership interests in Verizon
Ventures I Inc.
** Beneficial ownership of the common stock referred to herein is
being reported hereunder solely because the reporting persons may
be deemed to have beneficial ownership of such shares as a result
of the Voting and Lock-Up Agreements described in Items 3, 4 and 5
hereof. Neither the filing of this Schedule 13D nor any of its
contents shall be deemed to constitute an admission by any of Bell
Atlantic Corporation (d/b/a Verizon Communications), Verizon
Advanced Data Inc., or 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 Securities Exchange Act of 1934,
as amended (the "Act"), or for any other purpose, and such
beneficial ownership is expressly disclaimed.
*** The 51.0% is determined by dividing the 67,670,268 shares of
Common Stock described in Sections 8 and 11 above by the
132,742,066 shares of Common Stock outstanding as of August 4,
2000. In the event that certain stockholders sell the 3,400,000
shares of Common Stock as permitted by the Voting Agreements (as
described in Item 4 herof), 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 51.0%
to 48.4%.
CUSIP NO. 666610 20 9 13D
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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) |_|
N/A (b) |_|
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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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7 SOLE VOTING POWER
NUMBER OF N/A
SHARES -----------------------------------------------------------
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)
51.0%***
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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
Communcations). Due to Verizon Advanced Data Inc.'s and Bell
Atlantic Corporation's direct or indirect ownership of Verizon
Ventures I Inc., each may be deemed to beneficially own shares of
NorthPoint Communication Group, Inc.'s common stock. Verizon
Advanced Data Inc. and Bell Atlantic Corporation do not have any
interest in shares of NorthPoint Communication Group, Inc.'s
common stock independent of their ownership interests in Verizon
Ventures I Inc.
** Beneficial ownership of the common stock referred to herein is
being reported hereunder solely because the reporting persons may
be deemed to have beneficial ownership of such shares as a result
of the Voting and Lock-Up Agreements described in Items 3, 4 and 5
hereof. Neither the filing of this Schedule 13D nor any of its
contents shall be deemed to constitute an admission by any of Bell
Atlantic Corporation (d/b/a Verizon Communications), Verizon
Advanced Data Inc., or 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 Securities Exchange Act of 1934,
as amended (the "Act"), or for any other purpose, and such
beneficial ownership is expressly disclaimed.
*** The 51.0% is determined by dividing the 67,670,268 shares of
Common Stock described in Sections 8 and 11 above by the
132,742,066 shares of Common Stock outstanding as of August 4,
2000. In the event that certain stockholders sell the 3,400,000
shares of Common Stock as permitted by the Voting Agreements (as
described in Item 4 herof), 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 51.0%
to 48.4%.
CUSIP NO. 666610 20 9 13D
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1 NAMES OF REPORTING PERSONS
Verizon Ventures I Inc.* (I.R.S. IDENTIFICATION NO. Applied For)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
N/A (b) |_|
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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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7 SOLE VOTING POWER
NUMBER OF N/A
SHARES -----------------------------------------------------------
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
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.0%***
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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
Communcations). Due to Verizon Advanced Data Inc.'s and Bell
Atlantic Corporation's direct or indirect ownership of Verizon
Ventures I Inc., each may be deemed to beneficially own shares of
NorthPoint Communication Group, Inc.'s common stock. Verizon
Advanced Data Inc. and Bell Atlantic Corporation do not have any
interest in shares of NorthPoint Communication Group, Inc.'s
common stock independent of their ownership interests in Verizon
Ventures I Inc.
** Beneficial ownership of the common stock referred to herein is
being reported hereunder solely because the reporting persons may
be deemed to have beneficial ownership of such shares as a result
of the Voting and Lock-Up Agreements described in Items 3, 4 and 5
hereof. Neither the filing of this Schedule 13D nor any of its
contents shall be deemed to constitute an admission by any of Bell
Atlantic Corporation (d/b/a Verizon Communications), Verizon
Advanced Data Inc., or 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 Securities Exchange Act of 1934,
as amended (the "Act"), or for any other purpose, and such
beneficial ownership is expressly disclaimed.
*** The 51.0% is determined by dividing the 67,670,268 shares of
Common Stock described in Sections 8 and 11 above by the
132,742,066 shares of Common Stock outstanding as of August 4,
2000. In the event that certain stockholders sell the 3,400,000
shares of Common Stock as permitted by the Voting Agreements (as
described in Item 4 herof), 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 51.0%
to 48.4%.
ITEM 1. Security and Issuer.
This Statement on Schedule 13D (the "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"). The principal executive offices of the Issuer are located
at 303 Second Street, South Tower, San Francisco, CA 94107.
ITEM 2. Identity and Background.
(a)-(c); (f) This Schedule 13D is filed jointly by Bell
Atlantic Corporation (d/b/a Verizon Communications), a Delaware corporation
("Verizon"), Verizon Advanced Data Inc., a Delaware corporation ("Verizon
Advanced Data"), and Verizon Ventures I Inc., a Delaware corporation
("Ventures," together with Verizon and Verizon Advanced Data, the
"Reporting Persons"). The address of each Reporting Person's principal
place of business is 1095 Avenue of the Americas, New York, NY 10036.
Verizon is a domestic and international provider of communications and
communications related services, including wireline telecommunications
services, wireless communications services, and publishing businesses.
Verizon Advanced Data is a wholly-owned subsidiary of Verizon. It owns all
of the outstanding shares of Ventures. Ventures is a wholly-owned
subsidiary of Verizon Advanced Data. All of the outstanding stock of
Ventures is owned by Verizon Advanced Data. Ventures was formed for the
sole purpose of consummating the transactions contemplated by the Merger
Agreement (as defined below).
The name, business address, present principal occupation
or employment, the name and principal business of any corporation or other
organization in which such employment is conducted and the citizenship of
each of the directors and executive officers of each of the Reporting
Persons is set forth in Schedule I hereto, which is incorporated by
reference.
(d)-(e) During the last five years, none of the Reporting
Persons or, to the best knowledge of each of the Reporting Persons, the
persons listed on Schedule I hereto, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); or (ii)
has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
On August 7, 2000, Verizon, Ventures, Verizon Ventures II
Inc., a Delaware corporation and wholly-owned subsidiary of Ventures
("Ventures II"), and the Issuer entered into an Agreement and Plan of
Merger, dated as of August 7, 2000 (the "Merger Agreement"). As an
inducement for Verizon and Ventures to enter into the Merger Agreement and
in consideration therefor, certain holders of Common Stock identified on
Schedule II hereto (the "Stockholders"), who collectively are the
beneficial owners of 67,670,268 shares of Common Stock (the "Subject
Shares"), entered into Voting and Lock-Up Agreements with Ventures (the
"Voting Agreements"). Pursuant to the Voting Agreements, the Stockholders
agreed to vote the Subject Shares beneficially owned by them in favor of
the approval and adoption of the Merger Agreement and the approval of the
Merger (as defined in Item 4 hereof) and against any alternative
transaction. None of Verizon, Ventures or Ventures II paid additional
consideration to the Stockholders in connection with the execution and
delivery of the Voting Agreements. In addition, each Stockholder granted
Ventures an irrevocable proxy coupled with an interest with respect to the
shares covered by the Voting Agreement.
ITEM 4. Purpose of Transaction.
Merger and Merger Agreement
The Merger Agreement provides, subject to the terms and
conditions set forth therein, for the merger of Ventures II with and into
the Issuer (the "Merger") pursuant to which the Issuer will become a
wholly-owned subsidiary of Ventures. At the effective time of the Merger
(the "Effective Time"), each share of Common Stock issued and outstanding
immediately prior to the Effective Time (other than shares of Common Stock
subject to dissenters' rights) will be converted into the right to receive
one share of Ventures' common stock, par value $0.01 per share, and an
amount in cash equal to $350 million divided by the number of issued and
outstanding shares of Common Stock and warrants to purchase Common Stock
outstanding immediately prior to the Effective Time. The obligations of the
parties to the Merger Agreement to effect the Merger are subject to certain
conditions, and prior to the Effective Time, Verizon or the Issuer may
terminate the Merger Agreement under certain circumstances, in each case as
set forth in the Merger Agreement. If consummated, the Merger will result
in Verizon becoming the indirect holder of 55% (subject to adjustment) of
the outstanding shares of common stock of Ventures. The holders of the
Common Stock immediately prior to the Effective Time will hold the
remaining shares of Ventures' common stock. In connection with the Merger,
Verizon will contribute to Ventures its wholesale digital subscriber line
assets and $800 million in cash. A portion of the $800 million in cash
will, subject to certain conditions, be contributed to the Issuer in the
form of a $150 million purchase of 9% Convertible Preferred Stock of the
Issuer and a $200 million Senior Secured Debt Facility, in each case as
described below.
If the Merger is completed, (i) the Board of Directors of
Ventures will initially consist of three directors selected by the Issuer
(the "NorthPoint Directors") and six directors selected by Verizon (the
"Verizon Directors"), three of which will be independent directors (within
the meaning of the rules of the Nasdaq Stock Market) and (ii) generally,
the officers of the Issuer will be the officers of Ventures, in each case
until their successors are duly elected or appointed (as the case may be)
and qualified in accordance with the terms of the Merger Agreement. At the
Effective Time, (i) the certificate of incorporation of Ventures, as in
effect immediately prior to the Effective Time, shall be amended and
restated to read in its entirety in the form set forth as Exhibit B to the
Merger Agreement and (ii) the by-laws of Ventures as in effect immediately
prior to the Effective Time shall be amended and restated to read in their
entirety in the form set forth as Exhibit C to the Merger Agreement.
For a period of 18 months immediately following the
Merger, the by- laws of Ventures will provide that the authorization,
approval or ratification of the following actions will require the approval
of seven members of the Board of Directors:
(1) any amendment to the certificate of incorporation of
Ventures or to certain provisions of the by-laws of
Ventures relating to the election of directors;
(2) any change in Ventures' legal form;
(3) the adoption of any plan of liquidation or dissolution,
or commencement of a voluntary case under the federal
bankruptcy laws or any other applicable state or federal
bankruptcy, insolvency or similar law, or consent to the
entry of an order for relief in any involuntary case
under any such law or to the appointment of a receiver,
liquidator, assignee, custodian, trustee or sequestrator
(or similar official) of Ventures or of any substantial
part of its property, or make an assignment for the
benefit of its creditors, or admit in writing its
inability to pay its debts generally as they become due;
and
(4) the sale, conveyance, exchange, transfer or purchase of
any of Ventures' tangible or intangible assets, the sales
price of which represents, in one or a series of related
transactions, in excess of 20% of the fair value of
Ventures' total consolidated assets.
In addition, for a period of 18 months following the
Merger, the by- laws of Ventures will require the approval of a majority of
the Board of Directors which includes at least three NorthPoint Directors
and two Verizon Directors (one of whom is an independent director and one
of whom is a Verizon Director who is not an independent director) in order
for Ventures to enter into any line or lines of business other than
NorthPoint's present line of business.
Upon consummation of the Merger, Ventures will change its
name to "NorthPoint Communications Group Inc." and expects to have its
shares approved for quotation on the Nasdaq Stock Market Inc.'s ("Nasdaq")
National Market.
Voting and Lock-Up Agreements
In connection with the Merger, Ventures has entered into
Voting and Lock-Up Agreements, each dated as of August 7, 2000 (the "Voting
Agreements"), with each of the Stockholders, who have, among other things,
(i) agreed to vote all of their shares of Common Stock (in the aggregate,
approximately 51.0% of the 132,742,066 shares of Common Stock outstanding
as of August 4, 2000) in favor of the Merger and against certain competing
transactions (the "Voting Actions") and (ii) agreed not to sell or transfer
any of their shares of Common Stock prior to the Effective Time or
termination of the Voting Agreements, provided, however, Elizabeth A.
Fetter is permitted to make limited sales not to exceed 100,000 shares per
quarter and 400,000 shares in the aggregate and each of Robert F. Flood,
Steven Gorosh, Barbara and Nathan Gregory, Michael Malaga and Timothy
Monahan is permitted to make limited sales not to exceed 200,000 shares per
quarter and 600,000 shares in the aggregate. In the event that each of Ms.
Fetter, Mr. Flood, Mr. Gorosh, Mr. and Mrs. Gregory, Mr. Malaga and Mr.
Monahan sell the maximum number of shares permitted under the Voting
Agreements (3,400,000 in the aggregate) the percentage of issued and
outstanding shares of Common Stock subject to the Voting Agreements will be
reduced from 51.0% to 48.4%. In addition, pursuant to the Voting
Agreements, the Stockholders have granted to Ventures a proxy to vote the
Subject Shares in accordance with clause (i) of the preceding sentence with
respect to the Voting Actions, which proxy is irrevocable during the term
of the Voting Agreements and coupled with an interest. The Stockholders
have also agreed to waive any rights of appraisal available in the Merger
and to take or refrain from taking certain other actions.
The covenants and agreements contained in the Voting
Agreements will terminate upon the termination of the Merger Agreement.
Securities Purchase Agreement
In connection with the Merger Agreement, Verizon and the
Issuer have entered into a Securities Purchase Agreement, dated as of
August 7, 2000, whereby Verizon, subject to certain conditions, has agreed
to purchase 150,000 shares of 9% Convertible Preferred Stock (the
"Preferred Stock") of the Issuer for a purchase price of $150,000,000. Upon
receipt of the requisite government approvals, 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 an initial conversion
price of $13.42 per share. Upon the consummation of the Merger, the
Preferred Stock will be converted into shares of common stock of Ventures
and will constitute a portion of the consideration for the 55% interest in
Ventures which will be held by Verizon.
Commitment Letter Relating to a Senior Secured Debt Facility
In connection with the Merger Agreement, Verizon and the
Issuer entered into a Commitment Letter, dated as of August 7, 2000,
whereby Verizon, subject to certain conditions, agreed to enter into a $200
million Senior Secured Debt Facility. Upon the consummation of the Merger,
the rights and obligations of Verizon under the Senior Secured Debt
Facility will be contributed to and assumed by Ventures and will constitute
a portion of the consideration for the 55% interest in Ventures which will
be held by Verizon.
The preceding summary of certain provisions of the Merger
Agreement, the Voting Agreements, the Securities Purchase Agreement and the
Commitment Letter is not intended to be complete and is qualified in its
entirety by reference to the full text of such agreements.
Other than as described above, none of the Reporting
Persons or the persons listed on Schedule I hereto has any plans or
proposals that relate to or would result in any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D (although, subject
to the provisions of the Merger Agreement, they reserve the right to
develop such plans).
ITEM 5. Interest in Securities of the Issuer.
(a)-(b) 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 Exchange Act,
each of the Reporting Persons may be deemed to have beneficial ownership of
the Subject Shares subject to the Voting Agreements, constituting in the
aggregate approximately 51.0% of the outstanding shares of Common Stock
(based on the number of shares of Common Stock outstanding as of August 4,
2000).
With respect to the Voting Actions, Ventures has the
power to vote the Subject Shares in accordance with the terms of the Voting
Agreements. Ventures does not have any power to dispose of any Subject
Shares. Neither the filing of this Schedule 13D nor any of its contents
shall be deemed to constitute an admission that any Reporting Person is the
beneficial owner of the Common Stock referred to in this paragraph for
purposes of Section 13(d) of the Exchange Act or for any other purpose, and
such beneficial ownership is expressly disclaimed. None of the Reporting
Persons, and, to the knowledge of each of the Reporting Persons, none of
the persons listed on Schedule I, beneficially owns any shares of Common
Stock other than as set forth herein.
(c) No transactions in the Common Stock were effected by
any of the Reporting Persons, or, to the best knowledge of each of the
Reporting Persons, any of the persons listed on Schedule I hereto, during
the 60-day period preceding the date hereof.
(d) None, other than the current holders of the Subject
Shares.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as set forth in this Schedule 13D, to the
knowledge of each of the Reporting Persons, there are no other contracts,
arrangements, understandings or relationships (legal or otherwise) among
the persons named in Item 2 or listed on Schedule I hereto, and between
such persons and any person with respect to any securities of the Issuer,
including but not limited to, transfer or voting of any of the securities
of the Issuer, joint ventures, loan or option arrangements, puts or calls,
guarantees or profits, division of profits or loss, or the giving or
withholding of proxies, or a pledge or contingency the occurrence of which
would give another person voting power over the securities of the Issuer.
ITEM 7. Material to Be Filed as Exhibits.
Exhibit
Number Exhibit Description
1. Agreement and Plan of Merger, dated as of August 7, 2000, among
Bell Atlantic Corporation (d/b/a Verizon Communications),
NorthPoint Communications Group, Inc., Verizon Ventures I Inc. and
Verizon Ventures II Inc.
2. Voting and Lock-Up Agreement, dated as of August 7, 2000, between
Verizon Ventures I Inc. and Elizabeth A. Fetter.
3. Voting and Lock-Up Agreement, dated as of August 7, 2000, between
Verizon Ventures I Inc. and each of Robert F. Flood, Barbara and
Nathan Gregory, Steven Gorosh, Timothy Monahan and Michael
Malaga.
4. Voting and Lock-Up Agreement, dated as of August 7, 2000, between
Verizon Ventures I Inc. and each of Accel Investors '97 L.P.,
Benchmark Capital Partners L.P. and Benchmark Founders' Fund,
L.P., TC Group, on behalf of its affiliated investment funds, and
Vulcan Ventures Inc.
5. Voting and Lock-Up Agreement, dated as of August 7, 2000, between
Verizon Ventures I Inc. and Morgan Stanley & Co. Incorporated.
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: August 17, 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
SCHEDULE I
The name of each director and executive officer of Bell
Atlantic Corporation (d/b/a Verizon Communications) and Verizon Ventures I
Inc. is set forth below.
The business address of each natural person listed below
is c/o Bell Atlantic Corporation (d/b/a Verizon Communications), 1095 Avenue
of the Americas, New York, NY 10036. Each person is a citizen of the United
States of America.
Board of Directors - Bell Atlantic Corporation (d/b/a Verizon Communications)
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Name Present Principal Occupation or Employment
---- ------------------------------------------
James R. Barker Chairman of The Interlake Steamship Company and
Vice Chairman of Mormac Marine Group, Inc. and
Moran Towing Company. Director of The Pittston
Company; Eastern Enterprises.
Edward H. Budd Director of Delta Air Lines, Inc.
Richard L. Carrion Chairman, President and Chief Executive Officer,
Popular, Inc. (bank holding company) and Chairman,
President and Chief Executive Officer, Banco Popular
de Puerto Rico.
Robert F. Daniell Director of Shell Oil Company.
Helene L. Kaplan Of Counsel to the law firm of Skadden, Arps, Slate,
Meagher & Flom LLP. Director of The Chase
Manhattan Corporation; Exxon Mobil Corporation; The
May Department Stores Company; Metropolitan Life
Insurance Company.
Charles R. Lee Chairman and Co-Chief Executive
Officer, Bell Atlantic Corporation;
Director of United Technologies
Corporation, USX Corporation and The
Procter & Gamble Company.
Sandra O. Moose Senior Vice President and
Director of The Boston Consulting Group,
Inc. Director of Rohm and Haas Company and
27 investment companies sponsored by The
New England Funds.
Joseph Neubauer Chairman and Chief Executive Officer, ARAMARK
Corporation (managed services). Director of CIGNA
Corporation; Federated Department Stores; First Union
Corporation.
Thomas H. O'Brien Chairman and Chief Executive Officer, The PNC
Financial Services Group, Inc. Director of Blackrock,
Inc.; Hilb, Rogal and Hamilton Company; USAirways.
Russell E. Palmer Chairman and Chief Executive Officer, The Palmer
Group (investment firm). Director of Honeywell
International Inc.; The May Department Stores
Company; Safeguard Scientifics, Inc.; Federal Home
Loan Mortgage Corporation.
Hugh B. Price President and Chief Executive Officer, National Urban
League. Director of Metropolitan Life Insurance
Company; Sears, Roebuck and Co.
Ivan G. Seidenberg President and Co-Chief Executive Officer, Bell Atlantic
Corporation; Director of American Home Products
Corporation; Boston Properties, Inc.; CVS Corporation;
Honeywell International Inc.; Viacom, Inc.
Walter V. Shipley Director of Champion International Corporation; Exxon
Mobil Corporation.
John W. Snow Chairman, President and Chief Executive Officer, CSX
Corporation (rail freight). Director of Circuit City
Stores, Inc.; Johnson & Johnson; USX Corporation.
John R. Stafford Chairman, President and Chief Executive Officer,
American Home Products Corporation (healthcare and
agriculture products). Director of The Chase Manhattan
Corporation; Deere & Company; Honeywell
International Inc.
Robert D. Storey Partner, Cleveland law firm of Thompson, Hine & Flory
LLP. Director of The Proctor & Gamble Company; The
May Department Stores Company.
Executive Officers - Bell Atlantic Corporation (d/b/a Verizon Communications)
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Name Title
---- -----
James A. Attwood Executive Vice President - Strategy,
Development and Planning
Lawrence T. Babbio, Jr. Vice Chairman and President
Mary Beth Bardin Executive Vice President - Public
Affairs and Communications
William P. Barr Executive Vice President and General
Counsel
William F. Heitmann Senior Vice President and Treasurer
Charles R. Lee Chairman and Co-Chief Executive Officer
Michael T. Masin Vice Chairman and President
Frederic V. Salerno Vice Chairman and Chief Financial
Officer
Ivan G. Seidenberg President and Co-Chief Executive Officer
Ezra D. Singer Executive Vice President - Human
Resources (Acting)
Dennis F. Strigl Executive Vice President and President
- Domestic Wireless
Lawrence R. Whitman Senior Vice President and Controller
Board of Directors - Verizon Advanced Data Inc.
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Name Title
---- -----
Amy B. McIntosh Director
Executive Officers - Verizon Advanced Data Inc.
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Name Title
---- -----
John S. Cullina Secretary
Diane K. Ferber Vice President, Chief Financial Officer
and Treasurer
Paul N. Kelly Assistant Treasurer
Amy B. McIntosh President
Board of Directors - Verizon Ventures I Inc.
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Name Title
---- -----
Amy B. McIntosh Director
Executive Officers - Verizon Ventures I Inc.
--------------------------------------------
Name Title
---- -----
John S. Cullina Secretary
Diane K. Ferber Vice President, Chief Financial Officer
and Treasurer
Paul N. Kelly Assistant Treasurer
Diane S. Linker Assistant Secretary
Amy B. McIntosh President
Philip Seskin Vice President - Strategic Development
SCHEDULE II
Stockholders* Shares of Common Stock
Accel Partners, on behalf of its affiliated 6,007,295
funds
Benchmark Capital Partners L.P. 8,999,592
Benchmark Founders' Fund, L.P. (See Benchmark Capital
Partners L.P.)
Elizabeth A. Fetter 1,816
Robert F. Flood 3,913,980
Steven Gorosh 2,600,251
Barbara Gregory 4,613,656
Nathan Gregory
Michael Malaga 7,261,030
Timothy Monahan 3,694,334
Morgan Stanley & Co. Incorporated 1,432,233
TC Group, on behalf of its affiliated funds 18,902,257
Vulcan Ventures Inc. 10,243,824
* Includes shares held indirectly by the Stockholders
EXHIBIT INDEX
Exhibit
Number Exhibit Description
1. Agreement and Plan of Merger, dated as of August 7, 2000, among
Bell Atlantic Corporation (d/b/a Verizon Communications),
NorthPoint Communications Group, Inc., Verizon Ventures I Inc. and
Verizon Ventures II Inc.
2. Voting and Lock-Up Agreement, dated as of August 7, 2000, between
Verizon Ventures I Inc. and Elizabeth A. Fetter.
3. Voting and Lock-Up Agreement, dated as of August 7, 2000, between
Verizon Ventures I Inc. and each of Robert F. Flood, Barbara and
Nathan Gregory, Steven Gorosh, Timothy Monahan and Michael
Malaga.
4. Voting and Lock-Up Agreement, dated as of August 7, 2000, between
Verizon Ventures I Inc. and each of Accel Investors '97 L.P.,
Benchmark Capital Partners L.P. and Benchmark Founders' Fund,
L.P., TC Group, on behalf of its affiliated investment funds, and
Vulcan Ventures Inc.
5. Voting and Lock-Up Agreement, dated as of August 7, 2000, between
Verizon Ventures I Inc. and Morgan Stanley & Co. Incorporated.
