VERIZON AND NORTHPOINT - LOOKING BACK REVISED: October 30, 2001 (Original Document is dated 8/7/01) By August 2000, the Bull-Market "Tech Bubble" had burst. In their brief existence as a Telecom Powerhouse, Verizon had made many acquisitions of, and investments in, Technology Companies. NorthPoint had already developed a reputation as a well-run, professional, customer-oriented DSL Provider and they were adding new customers at an impressive rate. Their success at signing up new customers was depleting their capital. When Verizon agreed to be an investor/partner, it was exactly what NorthPoint needed. The new company that the Merger would create was projected by at least one Analyst to become profitable by the end of 2001. Here is a look back at what has happened since 8/5/00. Verizon and NorthPoint News & Events From August 2000 thru October 2001 August 5, 2000 About 1/3 of Verizon employees go on strike August 8, 2000 Verizon reports bad 2nd quarter earnings and warns on 3rd quarter earnings August 8, 2000 Verizon/NorthPoint Merger announced. Verizon has agreed to pay $800 million to NorthPoint and NorthPoint's shareholders and Verizon will also contribute $513.5 million worth of DSL assets to the Merger August 8, 2000 NorthPoint stock is up to $17.50 per share (after-hours) and Verizon's stock falls $5 per share after the Merger announcement August 8, 2000 CNN/FN reports lowered earnings estimates for Verizon in 2001 and 2002 and also states that Verizon's Merger with NorthPoint could further lower Verizon's earnings estimates August 24, 2000 Verizon employees end their strike September 7, 2000 Verizon pays NorthPoint $150 million of the Merger cash; promises to pay $200 million more in January 2001 September 13, 2000 CNBC "dumps" on the DSL industry. NPNT stock at $10 per share September 15, 2000 NPNT stock at $8.75 per share September 18, 2000 CNBC "dumping" on Technology in general September 27, 2000 NorthPoint announces that their DSL is now available through Microsoft at Radio Shack stores - 1 - October 11, 2000 NPNT stock under $7 per share October 18, 2000 NPNT stock under $5 per share October 20, 2000 NorthPoint is named "Hottest Broadband Company" October 22, 2000 Shareholders of the DSL Company Covad (COVD) file class-action lawsuit against COVD November 6, 2000 COVD gets $150 million from SBC Communications (SBC) November 13, 2000 NorthPoint's business leadership earns Industry Standard's coveted "Top 100" listing November 15, 2000 During the past 3 days, the DSL sector got downgraded. Merrill Lynch downgraded RTHMS, COVD and NPNT. Four additional analysts downgraded COVD. Five analysts downgraded DSL equipment company CMTN November 20, 2000 NPNT restates 3rd quarter earnings. NorthPoint now expects $24 million, down from $30 million November 22, 2000 CNBC says that Verizon will likely "rework" the Merger Agreement because of NorthPoint's restated earnings November 29, 2000 NPNT closes at $2 per share. An hour later, there is a news report that Verizon has terminated their Merger Agreement with NorthPoint, citing NorthPoint's deteriorating financial condition Termination (notification of Verizon's termination of the Merger came while NorthPoint and Verizon Management were in a meeting about the Merger). November 30, 2000 The morning after terminating their Merger Agreement with NorthPoint, Verizon issues a press release about their earnings outlook being better without NorthPoint. NPNT stock trades as low as $0.36 December 7, 2000 NorthPoint reduces its workforce by 19%, cites Verizon Termination December 8, 2000 NorthPoint sues Verizon for $3 billion plus 8 additional items of relief December 29, 2000 NorthPoint sells its stake in Versa Point DSL to raise cash - 2 - January 10, 2000 NorthPoint sells its stake in its Canadian DSL Joint Venture to raise cash and reduce operating expenses January 16, 2001 After 4 weeks of volatility, NPNT stock price gains 409% to $1.406 over the past 3 trading days on volume of 36,513,000 shares. Trading halted. NorthPoint announces that it has sought protection from Creditors under Chapter 11 of the Bankruptcy Code. NorthPoint announces plans to re-organize its business February 8, 2001 NorthPoint's stock resumes trading. Trading is now on Pink Sheets with a new symbol, NPNTQ (Q indicates bankruptcy). Trading opens @ $0.50 per share and goes as low as $0.16 per share. February 15, 2001 PR Newswire reported that Judge Thomas Carlson ruled that a jury in San Francisco Superior Court, in spite of opposition from Verizon, would try NorthPoint's lawsuit against Verizon March 23, 2001 The Wall Street Journal says that AT&T will buy virtually all of NorthPoint's assets for $135 million. The article also noted that NorthPoint did not sell their major asset - the lawsuit against Verizon. March 23, 2001 NPNTQ shareholder "Saigon_2" posts an Email on NPNTQ Raging Bull (RB) Message Board and Yahoo! /NPNTQ "rrigters" posts an identical message on NPNTQ Yahoo! Message Board, both reported to be from Terry McGovern, of NorthPoint Investor Relations. The Email essentially says that shareholder's greatest hope is that NorthPoint prevails in the lawsuit against Verizon March 28, 2001 NorthPoint starts shutting off service to DSL subscribers March 29, 2001 NorthPoint shareholder RB/NPNTQ "techstar2001" launches an informal NPNTQ Shareholder's Organization that begins efforts to find a law firm to represent shareholders in NorthPoint's lawsuit against Verizon March 30, 2001 Verizon states that they will leave all of NorthPoint's customer DSL connections in service at no charge for the time being March 30, 2001 California PUC issues an order telling NorthPoint that they have to continue providing DSL service. NorthPoint lays off 700 employees and announces that they are trying to put together a financing package to pay the cost of continuing service to their customers (they were not able to put the financing package together) - 3 - May 1, 2001 Verizon cuts a deal to sell telecommunications products in 7,000 Radio Shack stores. NorthPoint had the deal through Microsoft to sell DSL at Radio Shack before being forced into Bankruptcy May 3, 2001 Verizon raises DSL prices 25% May 17, 2001 Bloomberg reports that some NorthPoint shareholders have announced a class-action lawsuit against Verizon over losses they suffered as a result of Verizon terminating the Merger Agreement June 12, 2001 NorthPoint's Chapter 11 Bankruptcy (reorganization) is changed to Chapter 7 Bankruptcy (liquidation). Ms. E. Lynn Schoenmann is appointed U.S. Trustee for NorthPoint June 15, 2001 The Chancellor in a Delaware Court rules that Tyson Foods breached it's Merger Agreement with IBP because of "buyer's regret" and orders Tyson to complete the Merger. The IBP vs. Tyson lawsuit is very similar to the NorthPoint vs. Verizon lawsuit. NorthPoint shareholders recognize the similarity and rejoice at the likelihood that IBP vs. Tyson will be regarded as a compelling Precedent in the NorthPoint vs. Verizon lawsuit June 19, 2001 RB/NPNTQ shareholder "Anne_elk" posts an Email on NPNTQ Raging Bull message board that is reportedly from the law firm that is representing NorthPoint in it's lawsuit against Verizon. The Email states, in essence, that Folger, Levin & Kahn does not represent NorthPoint shareholders in the lawsuit against Verizon July 20, 2001 Bloomberg reports that NorthPoint's lawsuit against Verizon received $7.5 million in backing from an Investment Banking Firm and NorthPoint Bondholder July 20, 2001 Ms. E. Lynn Schoenmann, NorthPoint's Federal Trustee, stated that NorthPoint had filed an Amended Complaint against Verizon, and stated that the Lawsuit now is potentially worth $4 billion July 25, 2001 During a telephone conversation with RB/NPNTQ shareholder "wozdak", Ms. E. Lynn Schoenmann, NorthPoint's Federal Trustee, stated "There will have to be enough money from Verizon to pay Company obligations before shareholders will get anything" July 31, 2001 Verizon takes a $3.1 billion charge for their failed Metromedia investment and other losses August 3, 2001 The (informal) NorthPoint RB Online Shareholder's Group has 104 members who have declared ownership of 3,783,031 shares of NPNTQ stock in support of any effort, by anyone, that will attempt to persuade the Legal Authorities in the NorthPoint vs. Verizon lawsuit to reject any settlement from Verizon that does not fully repair all damage (if any), including consequential damage, that Verizon caused by terminating the Merger with NorthPoint August 3, 2001 The Status Conference on NorthPoint vs. Verizon lawsuit in Superior Court in San Francisco is postponed until 9/14/01 - 4 - August 7, 2001 Today is the "Termination Date" in the NorthPoint/Verizon Merger Agreement. By this date, either party was to have cured any "Material Adverse Effects". Verizon negated the effect of this date when they terminated the Merger over 8 months ago August 7, 2001 Angelo Gordon's proposed loan of 7.5 million to finance the lawsuit against Verizon will cost NorthPoint 15% of a settlement and 20% of a jury award. A hearing will be held 8-17 to see if judge Carlson approves the deal. August 7, 2001 Verizon's Peter Thonis pooh-poohs the $7.5 million financing for NorthPoint's lawsuit against Verizon. Thonis says Verizon will win. August 9, 2001 NorthPoint (NPNTQ) stock price jumps 100% from $.042 to $.084 per share on volume of 2.8 million shares and holds up the following day on volume of 3.278 million shares. August 31, 2001 Covad Chairman Chuck McMinn says Covad is adding 1,000 DSL customers per day and their DSL business grew 20% between 1st and 2nd quarter, 2001. September 4, 2001 The NorthPoint (informal) Shareholders Group puts NorthPoint's 7-12-01 Amended Complaint "online". NorthPoint's stock at .085/per share. The Amended Complaint indicates that NorthPoint either has or is aware of Verizon documents that show that Verizon was interested in seeing NorthPoint go bankrupt or get into financial trouble September 9, 2001 Verizon doubles the charge for making a local call from a pay phone September 10, 2001 The enforcement bureau of the Federal Communications Commission announces that it hired five new attorneys to support the bureau's competition-enforcement efforts September 11, 2001 The World Trade Center and the Pentagon are targets of terrorist suicide/murderers September 14, 2001 The Status Conference in superior court on the NorthPoint vs. Verizon lawsuit is postponed until 10-26-01 at 9:00am - 5 - September 25, 2001 NorthPoint's U.S. Trustee (Ms. E. Lynn Schoenmann) stated that there have been no negotiations with Verizon and no settlement offers from Verizon September 28, 2001 IBP employees vote over whelmingly to approve the purchase of IBP by Tyson Foods. Tyson tried to back out of the merger with IBP, but the judge said "no" and ordered Tyson to complete the merger (see note at June 15, 2000 in this Diary) October 15, 2001 NorthPoint announces that Monarch Globe Capital Associates is the successful bidder, against 4 others, to finance NorthPoint's lawsuit against Verizon. $7.5 million will be loaned to NorthPoint at 0% interest, plus 5% of a settlement or 6% of a judgment October 19, 2001 The (informal) NorthPoint Shareholders Group, which now has 204 Members who collectively own 8.3 million shares of NPNTQ stock, starts talking with major NorthPoint shareholders in San Francisco about joining forces to set up an official, formal shareholders group with proxy authority and professional representation to promote and protect the interests of all NorthPoint shareholders October 20, 2001 Ms. E. Lynn Schoenmann, U.S. Trustee for NorthPoint, sends an Email to RB Poster wewillwinsurely. Among other things Ms. Schoenmann stated that she represented the interests of NorthPoint shareholders October 23, 2001 The Washington Times quotes Ivan Sendenberg, Verizon CEO, calling "this whole scheme of CLEC Interconnection a joke". October 26, 2001 Status hearing on NorthPoint vs. Verizon lawsuit postponed until 12-7-01 (Pearl Harbor Day). October 30, 2001 Verizon forecasts 1.3 million DSL customers by the end of 2001 (Verizon press release) - 6 - NorthPoint's only asset is its $4 billion lawsuit against Verizon. Verizon's few public statements about the lawsuit indicate that Verizon believes they acted in accordance with terms of the Merger Agreement when they terminated the Merger. NorthPoint believes that Verizon's termination of the Merger was a breach of the Merger Agreement. That is why NorthPoint filed the Complaint and subsequently, the Amended Complaint. Since NorthPoint has recently received $7.5 million to finance prosecution of the lawsuit against Verizon, NorthPoint will not run out of cash, as often happens to a bankrupt company that is attempting to pursue a large lawsuit against a powerful and wealthy Defendant. Since the lawsuit has been declared to be a "Status 1", "expedited" case, the outcome could occur very soon, either in the form of a settlement agreed upon by Verizon and NorthPoint, or the case may be scheduled for jury trial. Ms. E. Lynn Schoenmann, NorthPoint's Federal Trustee, stated on 7/20/01 that if the case goes to trial, it is desired that the trial should be within a year of the date the lawsuit was filed (by 12-8-01), which she said was "expedited" because of the "Status #1" designation of NorthPoint vs. Verizon. She elaborated by saying that "non-expedited" cases can take several years to come to trial. Possible Explanations For "Why did Verizon terminate their Merger with NorthPoint?" The following 4 Possible Explanations are various scenarios with enough facts and proof and/or evidence and plausibility that they seem to be worthy of consideration as possible avenues of Discovery and ultimately, Prosecution by NorthPoint's lawyers. Possible Explanation #1: From the NorthPoint/Verizon history above and from many other sources, it can be seen that the Technology sector in general and DSL sector in particular were in decline before Verizon signed the Merger Agreement with NorthPoint. The decline in Technology and DSL has continued since the Merger and even today (10/30/01), there are no definite signs of recovery or even an end to the decline. Some persons who are knowledgeable of the facts surrounding the NorthPoint/Verizon case believe that Verizon terminated the Merger simply because it was experiencing "buyer's remorse" - a common reaction by a company that contracts to make a huge investment and then sees the value of that huge investment decreasing, decreasing. It's likely that Verizon was already experiencing "buyer's remorse" over their failing Metromedia investment. How much remorse can one company handle? - 7 - Typically, a "remorseful" investor-company, under pressure by analysts, shareholders, investors and others, looks for a way - any way - to avoid paying the rest of the "loss" money for the declining investment. Verizon has stated that NorthPoint's deteriorating financial condition was the reason they (Verizon) terminated the Merger. Verizon cited the "Material Adverse Effect" portion of the Merger Agreement to justify their reasoning. Let's see if the Merger Agreement allows Verizon to use that reasoning. Section 10.4 (k) and (k)(i) of the Merger Agreement defines "Material Adverse Effect". It states, in part that: "Material Adverse Effect".....shall not include facts, events, changes or effects that are generally applicable to (A) the data industry, (B) the United States economy or (C) the United States securities markets generally or the Nasdaq Technology Index in particular...." Even if the "Material Adverse Effect" happened because of a situation not listed in (A), (B) or (C) in the above paragraph, the Merger Agreement gave NorthPoint until August 7, 2001 to correct whatever problem had occurred. Verizon did not give NorthPoint any time to correct anything. Verizon suddenly terminated the Merger more than 8 months before the 8/7/01 correction date. Possible Explanation #2: Another seemingly credible idea that has been advanced is that Verizon intentionally lured NorthPoint into the Merger with the premeditated purpose of destroying NorthPoint, because NorthPoint was a strong DSL competitor of Verizon. Whether Verizon's actions were intentional & premeditated or not, NorthPoint did believe and trust Verizon and NorthPoint was destroyed as the result of events precipitated by Verizon terminating the Merger. Further, NorthPoint's Amended Complaint indicates that NorthPoint has, or is aware of, written evidence that purportedly shows that Verizon committed fraud in their dealings with NorthPoint. Possible Explanation #3: There is possibly more to the failing Metromedia investment than the emotional "buyers remorse" aspect mentioned in Explanation #1. Consider the following real-world financial implications of Verizon's Metromedia losses: Verizon invested $1.3 billion in Metromedia in March 2000, just as the Technology bubble was about to burst. By the 3rd Quarter, it had to have been apparent to Verizon that the Metromedia and other investments were going sour and would result in Verizon having to take a large, dreaded "charge" against earnings, possibly as early as the 4th Quarter 2000. Certainly, by the middle of the 4th Quarter 2000, Verizon was looking for ways to rein in spending and/or cut losses. Verizon's Merger Agreement with NorthPoint was only 3 months old, but in those 3 months, the DSL sector had turned down and NorthPoint's Market Capitalization had decreased by well over $1 billion. Furthermore, Verizon was obligated to pay NorthPoint another $200 million by January 1, 2001, plus an additional $450 million, (includes $2.50 per shareholder share), later in 2001. - 8 - The rest of the story is well known: 9 days after NorthPoint restated their 3rd Quarter earnings, Verizon made an unexpected, shocking phone call to NorthPoint, terminating the Merger. Possible Explanation #4: Other well-documented and widely published data that could at least partially explain NorthPoint's ruin are contained is a series of documents published by the New York Times, DSL Prime, New Networks and others, which persuasively present the notion that the major Telecommunication companies (including Verizon) repeatedly failed to comply with some provisions of the 1996 Telecommunications Act, and/or engaged in other detrimental actions that brought about the current depressed situation in the DSL Sector. If Verizon is guilty of breaching the Merger Agreement and they are therefore liable for the great damage that has occurred as a result of their actions, it seems likely that one or more of the four Possible Explanations above will provide the answer to "why did they do it?" Notably, Verizon's publicly stated justification for terminating the Merger seems very weak and questionable in light of publicly known facts and in the light of allegations in NorthPoint's Amended Complaint. Conclusion - If Verizon is Correct: If Verizon did not breach the Merger Agreement, they should not consider paying any kind of settlement to NorthPoint. Verizon showed uncompromising conviction in terminating the Merger - no warning or notice to NorthPoint - one phone call - it's over! If those strong convictions are companions of Verizon's righteous conduct, they should welcome the opportunity to show a jury how they have been unjustly accused. Terminating the Merger Agreement started a series of events that have caused grief, anxiety, discouragement and financial difficulties for tens of thousands of individuals and families, in addition to disruption and damage to many careers. Regardless of the extreme damage that has been suffered by NorthPoint and many others, if Verizon's actions were justified, may God bless them with total exoneration and victory. Conclusion - if Verizon is Wrong: If Verizon terminated the Merger Agreement in violation of the terms of the Agreement, the minimum Verizon should pay is full restitution for all the damage they have caused. A "settlement" in the usual sense of the word is essentially a "financial plea bargain" and it should not be allowed. Verizon, by abruptly, forcefully and unilaterally terminating the Merger, completely foreclosed any option for compromise or arbitration. Likewise, settlement or compromise should not be considerations in arriving at whatever amount of money that Verizon may owe to NorthPoint. - 9 - Disclaimer: This document was written with the hope that it will be read by: E. Lynn Schoenmann, NorthPoint's U.S. Trustee; Michael Kahn, Samuel Miller and Douglas Sullivan, NorthPoint's attorneys; the Honorable Thomas E. Carlson, Judge of the U.S. Bankruptcy Court and the Honorable Ronald Evans Quidachay, Judge of the District Court in San Francisco. My hope is that this document will be a useful reference for them as they attend to their interests in this case. Virtually all of the material in this document is from publicly available documents or sources. None of the above material was taken out of a context in a manner that changes the factual meaning or intent of the words. The person who assembled and wrote the above material is an owner of shares of NPNTQ (NorthPoint) common stock. His purchase of NPNTQ stock was made after he had knowledge of much of the available information. He purchased his stock because he believes that the available facts, evidence and inferences indicate that NorthPoint is right and Verizon is wrong in the matter of termination of the Merger Agreement and he expects that NorthPoint should prevail in their lawsuit against Verizon to the extent that all shareholders will benefit. Any non-qualified statement herein reflects the knowledge, conclusion or opinion of the writer. The writer is not affiliated with any party in this lawsuit. The writer is not soliciting, recommending or discouraging any kind of investment decision. The writer has documentation for the majority of the material in this document. The writer believes that all statements and representations in this document are accurate or can be reasonably inferred to be accurate. Anyone is hereby authorized to use this document in any manner, as long as the use is not manipulated in a manner to change the obvious intent or meaning of whatever portion is used. The writer of this document is "WOZDAK", a NPNTQ shareholder and Member of the Raging Bull (informal) NorthPoint (NPNTQ) Shareholder's Group. The Internet message forum where the (informal) NorthPoint Shareholder's Group meets can be accessed at:
Reference: Northpoint vs Verizon- Superior Court Case # 317249, Amended 7/12/2001
Dear Sirs or Madam:
We would like to respectfully bring to your attention a pending lawsuit for "FRAUD" and other critical charges and allegations that NorthPoint Communications has brought against Verizon and its Executives.
NorthPoint Communication’s lawsuit against Verizon could easily result in a jury award of $4+ billion or more. In a recent interview, E. Lynn Schoenmann, NorthPoint’s Federal Trustee was quoted as saying “It’s a very good lawsuit. I’m taking this very seriously and we have a very strong case”.
Our NorthPoint Shareholder’s Group (recently obtained a copy of the 07/12/2001 Amended Complaint) concerning this case and it is now clear why Ms. Schoenmann would make such confident statements. The allegations in the Amended Complaint appear to be devastating to Verizon. I recommend that you read the entire Complaint, but you could sneak a peek at paragraph #10 on pages 4 & 5 and paragraph #48 on page 21 before you start. You can download a copy of the Amended Complaint at: http://downloads.members.tripod.com/wewillwinsurely/NPNTQ-Complaint.pdf
If you want to follow up on this matter, Ms. E. Lynn Schoenmann, NorthPoint’s U.S. Trustee can be reached by phone at 415-362-0415, Fax at 415-362-0416 or Email at Schoenmann@psinet.com.
NorthPoint’s San Francisco law firm of Folger, Levin & Kahn has assigned lawyers Doug Sullivan dsullivan@FLK.com and Samuel Miller smiller@FLK.com to the case. Either attorney can be reached by phone at 415-986-2800.
Our Shareholder’s Group has a large amount of information concerning this case and we have followed it for a very long time. Many of us are long term, 'Mom and Pops" investors and were seeking to invest with hopes of providing our children and families with a more secure future for ie. College Tuition and similar, only to find out that we were all lied to by Verizon as well. Our investments were whisked away wrongfully by Verizon for no legitimate reasons. If we can be of any help to you, please contact us by replying to this email. It is believed that we communicate with nearly 200 or so NorthPoint Shareholder's some of whom are former NorthPoint Employees who have horror stories, sadly to say, where in many cases their finances were stolen due to Verizon's overt actions.
NorthPoint Communication's amended complaint and affirmation names Verizon Executives who are alleged to have used Deceitful, Unfair Business practices as well as "Fraud" and lies in order to attempt to confuse and distort the merger agreement that was signed and agreed upon in full on 08/08/2000 by Verizon and NorthPoint. In this amended complaint you will read allegations that a Verizon Vice-President Steven Smith communicated with NorthPoint and its Executives as well as his own Verizon Executives, clearly attempting to manipulate NorthPoint into selling the entire NorthPoint Company for less than what both companies agreed for Verizon to pay for 55% of NorthPoint as per merger agreement 08/08/2000. Steven Smith supposedly put this in writing along with other Verizon Executives such as Telecom Division President Lawrence Babbio who was familiar with all these allegations within the amended complaint, where Verizon Executives attempted what appears to be "Black Mail" and "Fraud".
Isn't this corrupt in nature for a larger more powerful company to attempt to "strong arm" a smaller competitor like NorthPoint, just prior to the date when Verizon was obligated to make a $200 million payment to NorthPoint? Verizon went back on their word and contractual obligations and in turn attempted to steal NorthPoint for half the original cost and written agreement
Please read the amended complaint for further, more accurate accounts of the overt and blatant 'Fraud" that Verizon's Executives, "Smith, Babbio, and Messrs" (but not limited to), have committed against NorthPoint.
NorthPoint's complaint at: http://downloads.members.tripod.com/wewillwinsurely/NPNTQ-Complaint.pdf will undoubtedly bring shame and dishonor to Verizon and their Executives who have been charged with some serious allegations such as "Fraud" and a variety of other disgraceful claims! If this is confirmed as being true by way of a settlement or jury verdict is this business or corruption? Verizon Executives apparently claimed that they wanted NorthPoint for less money than what was 'Legally" agreed to. Now after the fact, and mind you, all "tech stocks" across the board were down and out, but yet Verizon had their minds dead set on committing the inevitable, "Fraud" and "Breach of Contract" to name a few allegations and at all costs necessary to "wrongfully terminate" the promised legal merger with NorthPoint to improve as they did the stock price and forecast to include stating so within press releases to the public. Ultimately, Verizon would attempt as a last measure, because all else failed in trying to persuade NorthPoint to change its legal merger agreement, Verizon decided to attempt (as the lawsuit claims) to commit "Fraud" by lying and fabricating an alleged "Material Adverse Event" clause to remove Verizon from a legally binding merger resulting in NorthPoint going into bankruptcy directly because of Verizon’s fabrications and deceitfully unfair tactics. Please read our complaint below which includes additional websites that have done thorough investigations and research concerning Verizon and the Baby Bells and have concluded that "beyond any reasonable doubt" that Verizon has intentionally, criminally, and wrongfully committed terrible acts against many smaller competitive companies, their shareholders, and creditors, customers belonging to them, employees working for them and the entire world seeking Broadband DSL and similar services.
Reference: NorthPoint vs Verizon- Superior Court Case # 317249, Amended 7/12/2001 I am a member of what is believed to be the second largest shareholder group (unofficial) behind Benchmark Capital and ahead of Goldman Sachs in number of shares. It is believed that we are the leader in owning the most shares, together privately, to include some shareholders that are former NorthPoint Employees. Everyone was overtly hurt by Verizon’s cancellation of a legally binding merger with NorthPoint Communications without "Just Cause". The Merger would have been mutually beneficial to both companies, its employees and the entire world seeking Broadband DSL.
It is our belief, as I am hopeful that you can appreciate, that a good majority, approximately 45% of the 133 million outstanding shares are owned by former NorthPoint employees who were unnecessarily damaged and their families made to suffer by Verizon’s dirty deeds. Therefore, we are sincerely and respectfully requesting your continued assistance and much needed support concerning all the innocent victims and same being "Fairly and Equitably" compensated due to Verizon’s unjustifiable ‘Wrongful Termination" of a promised merger.
The Baby Bells (including Verizon) have unfairly treated the Competitive Local Exchange Companies (CLEC) like NorthPoint which were or are offering services which can be beneficial to the public and to the companies that employ such people etc. Verizon seems to have committed anti trust and monopolization violations that are considerably worse than Microsoft is alleged to have committed. Please don’t allow Verizon to use the system as a scapegoat or to have them pay off anyone or group to assist them with avoiding having to answer for all the issues that are at hand. Broadband DSL once offered by NorthPoint would have been beneficial to Verizon and millions of potential customers. This would have, as many experts report, assisted the overall Technology sector, allowing innovation and new products as well as old to have benefited and improved immensely.
It is believed by many honest impartial analysts, that eliminating NorthPoint as Verizon has done so calculatedly and blatantly, has caused not only as we have said, NorthPoint employees and their families, NorthPoint shareholders and hundreds of companies which were NorthPoint customers and suppliers, to be ruined and put in disarray. Also the public and consumers has been affected extremely negatively. Case in point, Verizon’s own DSL customers have a class action lawsuit against Verizon for failing to provide and make good on the DSL services that they have promised to provide the world. The President of Communication Workers of America (CWA) even confirmed this by stating in a recent press report that "Verizon DSL is Piss Poor". There have also been some articles stating that Verizon was attempting to use NorthPoint as a bargaining chip during its negotiations with CWA on behalf of Verizon Employees while they were striking during the summer of 2000. Verizon was also attempting, as well, in addition to many other reasons for "Wrongfully Terminating ", to improve and increase its short-term stock price as Verizon stated in a press release shortly after they terminated. Verizon’s stock price did increase immediately.
Verizon felt that they agreed to pay too much for NorthPoint, seeing the Technology sector as we know, across the board considerably lost its value right around the time of the termination of the merger as well as the Presidential recounts occurring simultaneously.
Verizon has expensive high speed internet services in place referred to as T-1, T-2 etc… These services cost a considerable amount of money to the consumers. Therefore, it seems evident that Verizon has caused one of the largest DSL providers NorthPoint to be eliminated from the mix because now Verizon can roll out DSL when and where they want to avoid "Cutting their nose off to spite their face", meaning, NorthPoint will not be able to offer (as Ms. Fetter, former President indicated), "Affordable Broadband" to the public which can replace or be compatible with T-1 etc. Please see this well written article by Telecommunications analyst concerning this matter and how the Baby Bells like Verizon have "Intentionally" ruined the rollout of Broadband DSL High Speed Internet Access to you and I. http://www.pbs.org/cringely/pulpit/pulpit20010222.html
It is clear that Verizon is attempting to the dominate the entire Broadband DSL 500 Billion market share, as a recent expert analyst had reported, and they appear to be using anti-trust and/or monopolization methods of doing so. Please don’t let Verizon continue to finish the plan of total domination as it appears very evident in nature based on the many lawsuits, complaints from a considerably amount of competitors being wrongfully damaged as we speak because of Verizon. Considerable Industry data shows that virtually all similar companies offering Broadband DSL are suffering because Verizon and other Baby Bells are not complying with the 1996 Telecommunications Act.
I have followed the NorthPoint and Verizon Merger and I have followed NorthPoint since its initial IPO. Verizon is falsely claiming to have a reason to terminate the merger. I believe that Verizon is playing everyone as fools. There is a great deal of evidence that Verizon intended to destroy NorthPoint and many companies partnered with them.
In a recent complaint filed with the FCC, Comptel.org, claimed that they have been mistreated by Verizon in a variety of ways and that Verizon has even violated it’s own merger agreement with GTE and Bell Atlantic. Comptel contends that part of their merger agreement forming Verizon required an independent auditor to be involved with these companies in their future dealings with other companies like NorthPoint as well as Comptel etc. The reason for this is to avoid exactly what has happened and is sadly happening as we speak. Verizon is running “Wild” over each and every company that it is indirectly or directly involved with. If there had been such an auditor as required by their merger agreement maybe NorthPoint wouldn’t be in this serious mess that Verizon has created wrongfully and fraudulently.
Forgive me for my example, but Verizon seems to have been attempting to kill not two birds with one stone, but in this case many birds, ie. companies relying on NorthPoint’s Network, with one stone to say the very least. Even if we gave Verizon the benefit of the doubt claiming NorthPoint restated its earnings NOT LIED ABOUT ITS EARNINGS, however, restated its earnings, which was honest in my opinion. Then there was no material adverse change in Northpoint. Flashcom, another DSL provider which dealt directly with Verizon, was claiming bankruptcy. Therefore, they couldn’t pay the monies they owed to NorthPoint. Flashcom was having the same problems that other companies have had with Verizon concerning the 1996 Telecommunications Act as well. NorthPoint restated its earnings of about 6 Million dollars which is minute in comparison to the overall value of NorthPoint of over 2 Billion dollars at the time and furthermore due to the great demand of DSL by consumers as indicated, what is believed to be a 500 Billion dollar market, which Verizon knew full well. Verizon even funded one of the many reports concerning this that is circulating around. Furthermore, either party, in this case, NorthPoint had until 08/07/2001 to cure any of the ALLEGED reasons why Verizon claimed they terminated the legally binding merger. NorthPoint, by the way had already made arrangements with Telocity and Microsoft MSN Internet to switch these DSL lines that were in question resulting in a correction of any alleged matters almost immediately.
Verizon gave NorthPoint NO advanced notice for canceling the promised merger, which make us wonder as well, what the underlying reasons for Verizon’s overt actions were. NorthPoint had many other Fortune Five Hundred companies interested in their awesome large impressive DSL Network and services they offered. If Verizon wouldn't have done what they have done to NorthPoint, then NorthPoint would have partnered with a competitor of Verizon like AT&T which eventually bought NorthPoint’s technology equipment, sadly through bankruptcy proceedings. NorthPoint had continually increased it DSL expansion since the date they agreed to merge with Verizon. NorthPoint spent a lot of cash honesty and expecting the reciprocation from Verizon to no avail as we know, Verizon reneged! NorthPoint had rapidly expanded its DSL footprint and coverage throughout the United States and Internationally from the time of the merger promise 08/08/2000. NorthPoint's overall expansion and partnerships continued to increase more than ever before, yet Verizon cancelled because of some concocted theory concerning their financial profile, or was its blatant fraud as FLK claims on behalf of NorthPoint, we agree and many other impartial and I am sure partial would agree and confirm if it didn't negatively effect them in one form or another, bottom line, Verizon appeared to have clearly violated the merger agreement with NorthPoint at the very, very minimum.
This alleged Material Adverse Change in NorthPoint’s, Business model was "nil to none", taking into consideration that NorthPoint was spending cash "hand over fist" to please Verizon, knowing the merger was going to go through shortly and Verizon was going to make its large payment due to NorthPoint as agreed. Verizon as we know, knew exactly how much cash NorthPoint had on hand and that NorthPoint was counting on Verizon’s payment. Verizon never made the payment and they terminated the binding merger agreement, why??? It is believed by many because Verizon wanted to destroy a large competitor NorthPoint and its many partners so that Verizon can gain all the market share in a “Hot Commodity”, “DSL” as we know it.
The merger agreement also states, that "material adverse effect" is very carefully defined in the Merger Agreement, and "...facts, events, changes and effects that are generally applicable to (A) the data industry, (B) the United States economy or (C) the United States securities markets generally or the NASDAQ Technology Index in particular..." ARE NOT MATERIAL ADVERSE EFFECTS for purposes of interpreting the Merger Agreement. This supports NorthPoint as well as the date 08/07/2001, making it very difficult to terminate the merger agreement. The Merger Agreement between Verizon and NorthPoint was signed on 8/8/2000. Before and after Verizon terminated the Merger (including today), the data industry, the United States economy, the U.S. securities markets and the NASDAQ Technology Index have ALL had negative facts, events, similar changes etc... It is also believed that, a third party like Flashcom, cannot be the cause of either party to cancel the merger. Meaning, if Flashcom’s financial matters created a problem, NorthPoint could not be blamed for this, regardless, NorthPoint switched the majority if not "All" the DSL lines to other Internet DSL Provider, mentioned of which are still in business operating despite Verizon’s planned efforts to "Commit Fraud" as FLK.com alleges as well as violating, time and time again, requirements set forth by the 1996 Telecommunication Act Law that was created to "Cease and Desist" this type of anti trust and monopolization’s from occurring. This entire matter and future actions will affect everyone seeking Broadband DSL at an " Affordable Cost", as well as in a timely fashion of which Verizon has taken justice into its own hands and put an unnecessary stop to DSL expansion by destroying NorthPoint and its partners. This is not a business move, this is "Fraud" "Waste" and "Abuse" amongst other unfavorable terms.
Besides, owning stock and being a long-term investor in NorthPoint, "Not a Professional Investor" and communicating with many similar people as myself and my family, former employees of NorthPoint, my heartfelt prayers and thoughts are also with the consumers as well. Consumers as we know it is you and I and everyone else. In some countries supposedly it is a right to be offered Broadband DSL. This is a valuable tool in pursuing an education, conducting research and development and ultimately the expansion of technology as a whole. People are being denied these great abilities and options because Verizon wants to dominate and destroy competition.
Verizon should be stripped of the ammunition and weapons they use to continually maim the people and industries that serve us and are us. Here are just a few articles concerning how Verizon is basically destroying all competition like NorthPoint and many others. This is a detailed report including a list of DSL Competition (CLEC) that are regularly injured by Verizon and the Baby Bells, please stop them!
Attached are full copies of the two reports and releases in Word. They are also on our web site. I hope you can use it. Please send this to any press, interested parties, etc.
New Networks Institute --- News Alert. Contact: Bruce Kushnick or Miranda Berner, 212-777-5418, firstname.lastname@example.org To read the Reports and Full Releases: http://www.newnetworks.com FOR IMMEDIATE RELEASE, AUGUST 2nd, 2001 Two "Special Reports" About the Local Bell Monopolies: The Fiber-Optic Fiasco & Competitor Harm Caused the Current Recession.
SPECIAL REPORT 1: "The Bells Caused The Current Financial Recession: The Fiber-Optic Fiasco And America's Copper Dirt Road" A new, suggestive analysis by New Networks Institute (NNI) lays out a series of related events and actions on the part of the Bell Companies that have contributed in a major way to the tech sector crash and will hamper the sector’s recovery and the roll-out of broadband services. In its Special Report, NNI claims that the Bell companies failure to roll out their broadband services as promised along with their longstanding anticompetitive behavior in the face of regulations and law obligating them to open up their monopolies to competition has scared away investment and diminished the growth prospects in the tech sector. These actions have contributed substantially to the sector’s current problems and decline, as well as the harm to the entire economy.
The companies effected are virtually all telecom, fiber-optic, servers, routers, computers, chip makers, including Lucent, Nortel, JDSUniphase, Corning, Intel, HP, Cisco, 3Com, and virtually all Competitive Local Phone companies (CLECs) and ISPs, including Covad, Northpoint, Focal, McLeod, Allegiance, Bwaynet, Panix, and PSINet. "The Bell companies have successfully defended their aging copper wire phone networks and destroyed any hope of competition or a fiber-optic future. Unless the problems of telecommunications are fixed, the recession won't end anytime soon." · Did America just spend $50 billion in higher phone charges for the same 75-year old copper network?
· Is ADSL over copper wiring the best it will ever be?
· Is America going to end up a third-rate technology nation?
The report includes a "most likely" scenario for the future of telecom sector. To read the rest of this release: http://www.newnetworks.com/pressrecession.htm SPECIAL REPORT 2: "The Bells Harmed The CLEC Industry: Bell Funded Study By Brooking’s Crandall On CLECs Is Flawed." This "Special Report" supplies evidence that the Bell companies' anti-competitive behavior and lack of enforcement has been the major impediment for competitors to offer local phone and DSL/Broadband services, not the Competitive Local Exchange Companies' (CLECs) business plans as some would suggest. A recent report titled "An Assessment Of The Competitive Local Exchange Carriers Five Years After The Passage Of The Telecommunications Act " written by Robert Crandall, Senior Fellow at the Brookings Institute and funded by the USTA (United States Telephone Association, which represents the Bell companies) concluded that the collapse of the CLEC market was caused primarily by their own mistakes and not caused by the Bell companies treatment of competitors. We believe Dr. Crandall’s conclusion unwarranted and his analysis flawed by his decision to ignore an ample body of evidence to the contrary.
These include: *SBC pulled its long distance application in Missouri after the FCC found that there were problems "related to cost-based pricing in its region and operations support systems (OSS)"
*The Department of Justice stated that they could not endorse Verizon's entrance into long distance in Pennsylvania because "electronic billing problems have been extensive".
*FCC released Verizon-Massachusetts information in the "Provisioning of POTS" (local phone service) found that Verizon's treatment of their customers has remained fairly stable with 95% of all Bell orders handled within five days. However, services supplied to CLECs have eroded from 85% in 9/97 to having only 25% being completed in a timely fashion in 6/00.
*The Communications Workers of America (CWA) released a report claiming that Verizon-New York's own upper management was telling its staffers to falsify data on installations, thus making it look to the public that installations were all happening on time.
* The California ISP Association (CISPA) filed a formal complaint charging Pac Bell and SBC with "anti-competitive conduct"
To read the rest of this release: http://www.newnetworks.com/pressclecharm.htm As you can see by visiting the reports and website links above Verizon seems to have the "Intent, Capability, and Negligence" to intentionally want to destroy all of its competition of which would be beneficial to all of the world seeking other affordable alternatives. Please see this article as well, which is another clearly depiction of how the Baby Bells and Verizon specifically is severely negatively impacting dedicated companies looking to assist customers world wide in obtaining Broadband DSL. Please visit this article and view yet another detailed complaint submitted by another, what appears to be yet another innocent injured CLEC Broadband DSL provider and association.
For Immediate Release August 6, 2001 http://www.comptel.org/press/aug6_2001.html CompTel Calls Verizon On Violating Merger Conditions Merger Approved on Conditions + Conditions Broken = FCC Sanctions
WASHINGTON, D.C. - The Competitive Telecommunications Association (CompTel) today urged the Federal Communications Commission (FCC) to impose forfeitures on Verizon Communications, Inc. for failing to comply with the Commission's Bell Atlantic/GTE Merger Order and Conditions. Under the terms of the Merger Order, Verizon is required to retain an independent auditor to evaluate Verizon's compliance with the Merger Conditions. Two recent audits revealed significant instances of noncompliance with the Merger Conditions, resulting in harm to competitive telecommunications carriers.
CompTel, while calling attention to numerous instances of noncompliance, requested an expedited investigation into those areas that were particularly devastating to competitors seeking to deliver advanced services to consumers. CompTel noted specifically that an audit of Verizon's separate advanced services affiliate revealed that Verizon failed to invoice the affiliate for line-sharing during the period July 2000 through April 2001, and provided the affiliate access to operations support systems (OSS) that were not made available to other telecommunications carriers.
"These audits clearly demonstrate that Verizon is discriminating to the advantage of its advanced services affiliate, which constitutes a violation of the Bell Atlantic/GTE Merger Conditions," said H. Russell Frisby, Jr., president of CompTel. "Enforcement, with strong penalties, will send the message that no violation will be tolerated, providing competitors 'an increased measure of confidence that the company will not engage in discrimination,' as envisioned by the Merger Order."
The audit reports also found that:
Verizon did not provide competing carriers timely and accurate bill credits for unbundled network elements and resold telecommunications services, effectively resulting in a no-interest loan to Verizon; and
Verizon consistently miscalculated performance measures, failed to report performance measures, failed to capture the underlying data needed to calculate performance measures, or unilaterally revised the business rules associated with certain performance measures, making it impossible for regulators and competitive carriers to detect discrimination by Verizon.
CompTel urged the Commission to impose appropriate sanctions for any violations uncovered by the audit reports to deter future violations, and called for a full investigation into all potential instances of noncompliance with the Merger Order and Conditions and underlying FCC rules.
End of articles, continuation of letter:
Verizon should be required, rightfully so to pay the $4 Billion as of this date, and more in interest and punitive damages as time goes on.
We were promised by NorthPoint Investor Relations, Mr. Terry McGovern that the only way of NorthPoint NPNTQ Shareholders can collect on their investments is if there is a big enough settlement or jury verdict to cover the debt. Please don’t allow this matter to settle for anything less than what the amended complaint on 07/12/2001 describes- $4 Billion Dollars or more plus the other requirements ie;, proceed with original merger etc. We prefer a verdict by jury trial as FLK and the lawsuit contends will occur to allow the truth and justice to be captured correctly. Many shareholders we communicate with regularly both internationally and from America agree in full that Verizon has done very wrong and should be brought to justice and held fully accountable for their disgraceful actions they have taken.
In this letter I have covered a variety of unfair acts on the part of Verizon and there are many more legitimate complaints as circulating around of which legally support similar claims as made by NorthPoint. However, we completely agree with Folger, Levin and Kahn (FLK) lawsuit submitted on behalf of NorthPoint as well as amended complaint’s filed on 07/12/2001 submitted by the US Trustees Office in support of NorthPoint and all people directly and indirectly extremely effected by Verizon’s apparent unfair acts. It seems rather clear that Verizon's Executives have intentionally cancelled a contractual legal obligation, merger agreement to ruin NorthPoint. Verizon promised NorthPoint and we NorthPoint shareholders that they would merge with NorthPoint forming the "Nations Largest DSL Provider" and we feel strongly that Verizon failed us all. Many of us purchased stock in NorthPoint knowing and trusting that this would be a reasonably secure investment, seeing that Verizon had promised to merge with NorthPoint and in turn provide us with a "New NorthPoint Share", $2.50 for each share we owned and 45% in the newly formed company in addition to other promises.
Please contact me should you require any information whatsoever from my private group of which has a great deal of information concerning Verizon’s overt actions. This matter at hand is not only about honest, hard working individuals (many of whom I communicate with) losing " hard earned money", this matter at hand goes much deeper than that. This matter at hand is about 'Honesty", "Trust" and Verizon's legal obligations to merge with NorthPoint as legally agreed to by both parties. This matter at hand is about this merger agreement benefiting the 'Entire World Seeking Broadband DSL" of which have all been denied the "fair opportunity to experience Broadband DSL High Speed Internet Access of which would broaden each and everyone’s horizons and life style to say the very least. The Verizon Customer DSL "Class Action Lawsuit" is clear proof that Verizon has hurt more people besides all that are directly related to NorthPoint, Verizon has hurt the "Entire Consumer Population" but not limited to, the list goes on and on and on! Please see the many other articles in print and via the internet concerning Verizon’s continued disrespect and unfair business practices. We would be honored to assist you in seeking the truth and "Fair and Equitable" relief for all that have been so negatively affected by Verizon. Please assist us and the world in seeing that "Justice Prevails" concerning Verizon and the massive problems that they have apparently caused.
PS: This is not spam, we are seeking your organizations support to assist in seeking that “Justice Prevails” against Verizon and for You, I, and the entire world. If you do not wish to receive this message please reply email us with your exact email addresses you want removed so that we can do this for you. Thank You!
The views and theories on this website are of the opinion of certain people. It is up to you or whomever to do your own further research concerning this matter and make your own final judgements. Any use of this information without the proper consent of the owner(s) is prohibited by law.
|Read Northpoint's "NORTHPOINT'S DIARY ABOUT VERIZON FRAUD" Against Verizon. Did Verizon commit fraud against Northpoint and the entire World by ruining Northpoint DSL and stopping the expansion of DSL and Broadband Services to all customers wanting same?|
|Read Northpoint's "LAWSUIT AMENDED 07/12/2001 COMPLAINT" Against Verizon. Did Verizon commit fraud against Northpoint and the entire World by ruining Northpoint DSL and stopping the expansion of DSL and Broadband Services to all customers wanting same?|
|Read Northpoint's "LAWSUIT COMPLAINT" Against Verizon. Did Verizon commit fraud against Northpoint and the entire World by ruining Northpoint DSL and stopping the expansion of DSL and Broadband Services to all customers wanting same?|
|Read Northpoint's "MERGER AGREEMENT" With Verizon 08/08/2000. Did Verizon commit fraud against Northpoint and the entire World by ruining Northpoint DSL and stopping the expansion of DSL and Broadband Services to all customers wanting same?|
|Verizon Complaint's Website #1|
|Verizon Complaint's Website #2|
|Verizon Complaint's Website #3|
|Go To Covad DSL High Speed Internet Access|