Below is an email complaint to the Dept of Justice handling the Northpoint vz Verizon legal matters. Reference: Northpoint vs Verizon- Superior Court Case # 317249, Amended 7/12/2001 Dear Department of Justice Trustee:
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 which 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 of which were unnecessarily damaged, 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 and more so Verizon is unfairly treating the (CLEC) Competitive Local Exchange Companies like NorthPoint of which are offering services of 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 has 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 assisted Verizon greatly with advancing and offering to the world desiring same. This would have, as many experts report, assisted in 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 by eliminating NorthPoint as Verizon has done so calculatedly and blatantly, has caused not only as we have said, families of the NorthPoint employed and hundreds of other companies relying on them, 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 CWA President of Communication Workers of America even confirmed this by indicated in a recent press report that Verizon DSL is Piss Poor. It is also believed by some articles, 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 within its press release shortly after they terminated. The stock price did increase and did so ever since. Some also believe as well that Verizon felt that they paid 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, Basically, 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 despite their face. Meaning, Northpoint will not be able to offer as Ms. Letter, former President indicated, Affordable Broadband to the public which may have very easily replaced with more value added services than the T-1's or may very well have been compatible.
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 it seems to be an anti-trust and monopolization method 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.
The charts, which don't usually lie, showing, Nearly All similar companies offering Broadband DSL suffering considerably, because of the 1996 Telecommunications Act, as well as other laws and moral obligations, being thrown out the window by Verizon. I have followed these two companies since they promised to merge and NorthPoint since its initial IPO.
Verizon's claims to have a reason to terminate is false and playing everyone as fools and was undoubtedly intentional to destroy NorthPoint and many companies partnered with them, this in my opinion as well as impartial analysts concur with theory as well.
In a recent complaint filed with the FCC by Comptel.org, they claimed that they have been mistreated by Verizon in a variety of ways and that Verizon has even violated its 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 in. If their was 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 to kill not two birds with one stone, in this case many birds, 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 of 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 minuet 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 of. They 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 lingering almost immediately. Also, Verizon as you know gave NorthPoint little or 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 wouldnt have done what they have done to NorthPoint, then NorthPoint would have partnered with a competitor of Verizon like AT&T which eventually received the majority of its technology equipment, sadly through bankruptcy proceedings. NorthPoint had continually increased it DSL expansion since the date they agreed to merge with Verizon. NorthPoint spent alot 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. NorthPoints overall expansion and partnerships continued to increase more than ever before, but 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 didnt negatively effect them in one form or another, bottomline, 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 they were counting on Verizon's payment only to renege and fail to make required payment and honor a legally 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. This total amount Verizon is referring, is supposedly much less than 1%of NorthPoint's value. 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, as Verizon has done, Wrongfully Terminate the promised 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.
Please, you hold the very keys and codes in your hands to make a difference of which would not hurt Verizon or any innocent party related to them in the least bit. Verizon is worth 100's of Billions, NorthPoint, the honest underdog is the one that needs medical attention in no uncertain terms. If you pursued, as you indicated $4++ Billion dollars and for Verizon to honor the original merger agreement they promised to uphold, the merger wil go through as planned and only Justice Will Prevail all parties will benefit as originally planned, honestly and forthright by NorthPoint that is. All the injured parties are waiting on the battle fields to be rescued by you and your very critical and respected opinions. Please don't let us down.
There are many people hurt in the past that you can help heal, and possibly future victims as we speak, that Verizon will annihilate if you don't see to it that Verizon is made to pay the fullest possible compensation to NorthPoint and the justice system, rightfully so, due to the extreme damages that have very sadly caused. This entire matter and future decision's, effect everyone seeking Broadband DSL at an Affordable Cost, as well as in a timely fashion of which Verizon has took justice into its own hands, considerably, 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 and I don't know be worth a trillion dollars as everyone's expense.
Please disallow Verizon anymore ammunition and weapons to continually maim the people and industries and 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. Bruce K --- Ill keep you posted. 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 Americas 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 wont end anytime soon. Did America just spend $50 billion in higher phonecharges 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 Verizons 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 Verizons 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 Yorks 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 Commissions Bell Atlantic/GTE Merger Order and Conditions.
Under the terms of the Merger Order, Verizon is required to retain an independent auditor to evaluate Verizons 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 Verizons 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. Please support as we pray and believe you will, all the innocent people mentioned and the many that we may not have discussed with you. Please allow this matter to go to the jury and please don't settle unless Verizon wants to make good and comply with your recent amended documents you submitted to the California Courts seeking $4 Billion or more in damages. Please make this include enforcing Verizon's contractual obligations to merger with NorthPoint as they stated that would and as a recent Judge ordered Tyson Foods and IBP to do because Tyson was attempting to cancel a legally binding merger as well.
Tyson was forced to merge with IBP and compensate the IBP Employees, Creditors, and Shareholders as well. If Verizon claims that they cannot merge as was previously intended with Northpoint because AT&T purchased Northpoint's valuable assets who's fault was this if Verizon is found to have cancelled merger wrongfully? Therefore, regardless of what Verizon claims concerning these assets, Northpoint shouldn't be held to blame or liable, Northpoint was forced to sell these assets out of desperation to attempt to survive.
If Verizon wouldn't have so Coldly and Fiercely wrongfully terminated the merger and caused all these problems then we wouldn't be discussing and conversing about this matter and broadband would definitely be more accessibly to the world. Verizon should be required, rightfully so to pay the $4 Billion as of this date, more punitive damages as time goes on and merge its business with Northpoint as the merger contract called for.
We were promised by NorthPoint Investor Relations, Mr. Terry McGovern, as well as with your office, in emails and telephone conversations with many shareholders we communicate with 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 settle for anything less than you have stated within your amended complaint on 07/12/2001 of $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 your office 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. We would like to Greatly Commend you for your tremendous support and recent decisions you made by seeking legal funding of $7.5 million for NorthPoint's legal affairs as well as amending the lawsuit against Verizon in the amount of $4 Billion or more in damages.
We believe and pray that you will prosecute Verizon to the Fullest Extent of the Law possible. We also believe that you will not settle unless it is for the amount you have stated in press releases and Northpoint's recent amended complaint filed 07/12/2001, to ensure that all damaged parties are compensated fairly for the injuries suffered at the hands of Verizon. We do not claim to be experts, sorry if it seems like this in anyway. However, we feel as though our heart's have been ripped out by Verizon.
In this letter I have covered a variety of unfair acts on the part of Verizon. 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. Verizon promised, NorthPoint, The World and us NorthPoint shareholders that they were going to promise to 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.
Please see these attached articles concerning Verizon's continued disrespect and unfair 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. IMO