| RB thread, Part 1, on the Shorting of Northpoint's equity by Verizion commencing on the day of the merger announcement, August 8th, 2000 |
| By: DEODEBA $$$$$ 12 Mar 2002, 11:34 PM EST |
Msg. 27676 of 27755 |
| CLOUZO
ITEM 4. Purpose of Transaction. On November 29, 2000, Verizon Communications terminated the Agreement and Plan of Merger, dated as of August 7, 2000 (the "Merger Agreement"), by and among Verizon Communications, the Issuer, Verizon Ventures I Inc. and Verizon Ventures II Inc. as permitted under the Merger Agreement due to the occurrence of a Material Adverse Effect (as defined in the Merger Agreement) on the Issuer. Upon termination of the Merger Agreement, the covenants and agreements contained in the Voting and Lock-up Agreements, each dated as of August 7, 2000 (the "Voting Agreements"), with several principal stockholders and officers of the Issuer terminated. THE AGREEMENT AND PLAN MERGER IS DATED August 7, 2000 The stock traded at 15.00 THAT DAY and in the following days started to fall under heavy volume pressure and kept on falling and falling and now it is clear that the stock was being shorted and not just declining in price just out of bad results because a merger news should have been quite the contrary VERY BULLISH, but in order to short a stock that massively you ought to own shares...and VZ did own them!(see paragraph after the quotes). Right before the stock stopped trading notice the last 3 days of trading and the volume as the price was coming back right up...a total volume of more than 40M shares in 3 days and that was the time VZ was covering its shorts. Now check this: 08/01/00 12.125 12.625 12.000 12.125 851,500 08/02/00 12.187 13.750 11.562 12.687 1,672,000 08/03/00 12.375 12.875 11.625 12.687 867,800 08/04/00 14.000 14.937 13.062 14.625 2,243,900 08/07/00 14.500 15.250 13.500 15.000 2,525,500 <<<<<<* 08/08/00 16.625 16.625 13.250 14.250 10,609,000 08/09/00 14.312 14.500 12.625 13.187 3,141,400 (*turn point) 08/10/00 12.937 13.125 12.500 12.625 832,700 08/11/00 12.500 12.625 11.812 12.187 1,478,900 08/14/00 12.093 12.125 11.000 11.937 966,800 08/15/00 11.937 12.000 11.000 11.125 896,400 08/16/00 11.125 11.750 10.687 11.562 1,194,400 08/17/00 11.375 11.875 11.187 11.437 540,800 08/18/00 11.437 12.437 11.093 12.062 1,134,400 08/21/00 12.562 12.687 11.625 11.625 739,000 08/22/00 11.875 12.187 11.437 11.437 583,600 08/23/00 11.562 11.687 11.250 11.437 908,100 08/24/00 11.437 11.687 11.250 11.437 637,600 08/25/00 11.562 11.750 11.437 11.625 490,400 08/28/00 11.531 11.750 11.250 11.437 350,300 08/29/00 11.562 11.937 11.500 11.625 466,500 08/30/00 11.625 11.687 11.375 11.375 516,600 08/31/00 11.375 11.812 11.375 11.437 1,210,700 09/01/00 11.500 11.625 11.250 11.250 538,900 09/05/00 11.500 11.625 11.125 11.500 626,200 09/06/00 11.937 12.062 11.500 11.562 1,371,900 09/07/00 11.875 11.875 11.125 11.312 886,300 09/08/00 11.281 11.312 10.750 10.875 747,700 09/11/00 10.812 11.000 10.562 10.625 908,900 09/12/00 10.687 10.750 10.000 10.125 1,007,700 09/13/00 10.093 10.187 9.375 9.531 1,067,700 09/14/00 9.656 9.812 9.000 9.062 1,389,100 09/15/00 9.062 9.187 8.375 8.812 1,767,800 09/18/00 8.968 9.187 8.500 8.750 760,700 09/19/00 8.875 9.000 8.437 8.687 526,700 09/20/00 8.750 9.062 8.000 9.062 729,400 09/21/00 8.812 9.187 8.750 9.062 883,200 09/22/00 8.625 9.125 8.500 9.062 1,079,300 09/25/00 9.046 9.437 8.937 9.062 681,000 09/26/00 8.937 9.062 8.500 8.687 686,500 09/27/00 9.000 9.000 8.250 8.312 427,400 09/28/00 8.437 9.250 8.187 9.125 566,600 09/29/00 8.687 8.937 8.437 8.875 599,300 10/02/00 8.937 9.000 8.312 8.468 338,300 10/03/00 8.562 8.875 8.000 8.031 433,800 10/04/00 8.062 8.375 7.250 7.687 686,200 10/05/00 7.750 8.250 7.437 7.906 404,100 10/06/00 8.000 8.187 6.875 7.062 729,700 10/09/00 7.093 7.187 6.500 6.812 454,100 10/10/00 6.750 7.062 6.500 6.937 504,800 10/11/00 6.843 6.875 6.625 6.656 735,300 10/12/00 6.750 6.875 6.000 6.000 1,144,500 10/13/00 6.031 6.437 5.500 6.437 1,025,300 10/16/00 6.937 7.000 6.250 6.593 705,500 10/17/00 6.625 6.625 6.000 6.125 397,900 10/18/00 5.125 5.593 4.250 5.000 1,550,900 10/19/00 5.437 5.687 4.750 5.093 1,760,700 10/20/00 5.093 5.625 4.812 5.000 1,256,200 10/23/00 5.437 6.125 5.312 5.750 953,000 10/24/00 6.218 7.000 6.000 6.312 1,200,100 10/25/00 6.281 6.562 6.062 6.187 436,800 10/26/00 6.156 6.375 5.562 5.937 426,400 10/27/00 6.062 6.375 5.750 6.187 351,000 10/30/00 6.250 6.687 5.937 6.437 462,900 10/31/00 6.562 6.812 6.375 6.750 412,600 11/01/00 7.031 7.875 6.750 7.625 1,056,500 11/02/00 7.750 7.750 7.187 7.312 377,500 11/03/00 7.250 7.312 6.812 7.000 382,300 11/06/00 7.000 7.500 6.875 7.000 381,400 11/07/00 7.093 7.125 6.750 7.000 259,100 11/08/00 7.062 7.062 6.625 6.781 291,100 11/09/00 6.781 7.000 6.500 7.000 349,700 11/10/00 6.843 6.875 5.750 6.250 1,061,600 11/13/00 5.875 6.250 5.125 5.937 568,300 11/14/00 6.125 6.187 5.375 5.375 523,500 11/15/00 5.468 5.562 4.750 4.906 1,205,300 11/16/00 4.656 4.812 4.093 4.125 2,332,700 11/17/00 4.281 4.562 4.000 4.125 1,241,100 11/20/00 4.000 4.000 3.250 3.406 1,433,400 11/21/00 3.562 3.750 2.781 3.000 1,620,800 11/22/00 2.937 3.000 2.625 2.687 1,263,400 11/24/00 2.968 3.000 2.687 2.812 524,400 11/27/00 3.062 3.062 2.625 2.625 1,105,500 11/28/00 2.781 2.812 2.062 2.093 1,105,000 11/29/00 2.187 2.625 1.000 2.000 1,704,400 11/30/00 0.656 0.687 0.406 0.593 31,364,100 12/01/00 0.718 0.718 0.468 0.500 10,718,700 12/04/00 0.593 0.593 0.468 0.500 6,440,400 12/05/00 0.500 0.562 0.468 0.500 6,132,100 12/06/00 0.500 0.531 0.375 0.406 5,271,000 12/07/00 0.406 0.437 0.375 0.406 3,499,800 12/08/00 0.406 0.437 0.343 0.406 4,316,800 12/11/00 0.468 0.687 0.437 0.625 11,410,400 12/12/00 0.687 0.937 0.406 0.750 9,194,800 12/13/00 0.812 0.937 0.750 0.781 4,805,000 12/14/00 0.781 0.812 0.562 0.625 3,846,200 12/15/00 0.593 0.625 0.562 0.593 2,901,200 12/18/00 0.625 0.625 0.500 0.500 3,323,100 12/19/00 0.531 0.562 0.375 0.406 4,614,500 12/20/00 0.406 0.406 0.312 0.343 4,319,100 12/21/00 0.375 0.406 0.312 0.343 3,927,800 12/22/00 0.312 0.406 0.312 0.343 2,983,200 12/26/00 0.343 0.375 0.281 0.312 3,257,400 12/27/00 0.343 0.343 0.250 0.312 3,637,100 12/28/00 0.281 0.343 0.281 0.281 2,948,900 12/29/00 0.281 0.343 0.250 0.343 7,836,200 01/02/01 0.343 0.406 0.312 0.375 3,658,100 01/03/01 0.343 0.437 0.343 0.406 2,522,800 01/04/01 0.375 0.468 0.375 0.437 2,884,800 01/05/01 0.437 0.437 0.375 0.406 1,870,300 01/08/01 0.406 0.437 0.375 0.375 2,239,900 01/09/01 0.375 0.406 0.343 0.375 2,364,400 01/10/01 0.343 0.375 0.312 0.343 2,437,800 01/11/01 0.343 0.687 0.343 0.625 13,348,200 <<< 01/12/01 0.718 0.968 0.625 0.750 13,183,800 <<< 01/16/01 1.031 1.468 1.000 1.406 13,673,800 <<< 01/17/01 1.406 1.406 1.406 1.406 3,200 01/18/01 1.406 1.406 1.406 1.406 600 01/22/01 1.406 1.406 1.406 1.406 01/23/01 1.406 1.406 1.406 1.406 Now read this: ITEM 5. Interest in Securities of the Issuer. (a) As of the date hereof, none of the Reporting Persons owns any shares of Common Stock. The aggregate number of shares of the Common Stock which Verizon Communications may be deemed to have beneficial ownership of under Rule 13d-3 of the Act, assuming conversion of the Preferred Stock into Common Stock, is 11,436,207. This constitutes approximately 7.9% of the effective number of outstanding shares of Common Stock (based on the number of shares of Common Stock outstanding as of September 30, 2000 plus the number of shares of Common Stock issuable with respect to the Preferred Stock). (b) Verizon Communications, indirectly through Verizon Investments Inc., possesses the sole power to dispose of or direct the disposition of the Preferred Stock. Assuming the receipt of the requisite government approvals, Verizon Communications, indirectly through Verizon Investments Inc., possesses the sole power to vote or direct the vote of the Preferred Stock. The certificate of designation which established the terms of the Preferred Stock provides, among other things, that upon the expiration or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder and the receipt of any required approvals under the Communications Act of 1934, as amended, the rules and regulations thereunder and the policies of the Federal Communications Commission, each holder of the Preferred Stock will have full voting rights and powers, and will be entitled to vote on all matters put to a vote or consent of stockholders of the Issuer, voting together with the holders of the Common Stock as one class, with each holder of shares of the Preferred Stock having the number of votes equal to the number of shares of Common Stock into which such shares of the Preferred Stock could be converted. As of December 5, 2000, on an as converted basis, the Preferred Stock represents 11,436,207 shares of Common Stock or 7.9% of the effective number of outstanding shares of Common Stock (based on the number of shares of Common Stock outstanding as of September 30, 2000 plus the number of shares of Common Stock issuable with respect to the Preferred Stock). Due to the termination of the Merger Agreement, Verizon Communications is no longer required to receive the written consent of the Issuer prior to transferring the Preferred Stock. Due to the termination of the Merger Agreement, all voting rights granted by the Voting Agreements have terminated. OK! DO YOU GET IT? THEY SHORTED 11,436,207 SHARES FROM $15.00 to $1.406 AND THAT IS: 11,436,207 X $13,594 = $155,463,798 So , in fact, they recuperated their initial investment and NOW they want to be credited by the FCC for this $150m as having complied to their obligation to invest in other sectors in order to get access to long distance...as they cancel a fraudulous merger? IT REALLY IS ADDING INSULT TO INJURY!!! In my non-humble opinion, Deo |
| By: DEODEBA $$$$$ 13 Mar 2002, 12:05 AM EST |
Msg. 27677 of 27755 (This msg. is a reply to 27676 by DEODEBA.) |
|
Reminder*
For the ones that have been a long time on this board, you all probably remember someone called TIN~Brutis from the VZ board and, just like me, you were subjected to his bashing NPNT...remember? So
to confirm my previous post...just take a look at the last lign of his
post:
http://ragingbull.lycos.com/mboard/boards.cgi?board=VZ&read=1842&x=19&y=8
If he was thinking of buying NP at that date it was because he was wondering if it was time or not to cover his short! Get it? Good! Clouzo | |||||
| By: wozdak $$$$$ 13 Mar 2002, 12:15 AM EST |
Msg. 27678 of 27755 (This msg. is a reply to 27668 by wewillwinsurely.) |
| Hi Deodeba.
I'm too stretched to look for it, but one of our posters here recently
mentioned the FCC's $500 million out-of-region expenditure requirement on
Verizon that was one of the conditions of allowing the GTE/Bell Atlantic
Merger that created Verizon. You are right - the $150 million that Verizon "invested" in NorthPoint in September, 2000 got verizon 150,000 shares of NorthPoint Preferred stock, which was to be convertible to common at a later date. I have tried to read the SEC documents that relate to this preferred stock. I have read them until my eyes glaze over,I'm blue in the face and my brain goes numb, but I can't tell you if they were ever converted or if they are frozen as 150,000 shares of preferred, or if they were converted, or if they were cancelled as a result of NorthPoint going bankrupt after Verizon terminated the Merger (I don't understand why SEC documents can only be interpreted by a securities attorney whose prayer life is current). I am too cheap to hire a securities attorney to tell me what is the actual status of those 150,000 shares, so I am left to speculate, which is an exercise that we old duffers happily engage in. The "tone" of the article that Wewill found leads me to believe that Verizon is less than confident that the $150 million will be allowed against their $500 million Merger requirement. I'll bet that they still own the 150,000 shares (converted or un-converted) but they have written the $150 million off as a bad investment (in fact, my crumbling brain seems to recall that they did exactly that in a quarterly or annual report in 2001). I know for certain that Verizon stated, publicly, that they would not attempt to recover the $150 million from NorthPoint. I'll make you a bet that the FCC will not allow Verizon to claim the $150 million against their $500 million requirement. To call that $150 million an "investment" to offset loss of competition caused by the Bell Atlantic/GTE Mreger would be a Hee-Haw, even if NorthPoint was not suing Verizon for $4 billion!! IMCBP (In My Contemptuous, Biased Opinion) wozdak |
| By: DEODEBA $$$$$ 13 Mar 2002, 12:28 AM EST |
Msg. 27679 of 27755 (This msg. is a reply to 27678 by wozdak.) |
| Woz My theory could of course be qualified as being an assumption and is just deduction from my part and all you need to read is that VZ granted themselves the right to convert the preferred on Dec 5 as they knew since august 7 they would cancel the merger. "December 5, 2000, on an as converted basis, the Preferred Stock represents 11,436,207 shares of Common Stock or 7.9% of the effective number of outstanding shares of Common Stock (based on the number of shares of Common Stock outstanding as of September 30, 2000 plus the number of shares of Common Stock issuable with respect to the Preferred Stock). Due to the termination of the Merger Agreement, Verizon Communications is no longer required to receive the written consent of the Issuer prior to transferring the Preferred Stock." When you are a huge firm as they are you can turn to your brokerage firm and short any stock you want if you guatantee you'll bring collateral in "coming months"...I suspect that's what they did as this comes out to be a TIME game and nothing more than sheer FRAUD! I am really sorry I have such a hard time expressing myself at making things clearer as I believe I've got the picture! Deo (suddenly humble) |
| By: DEODEBA $$$$$ 13 Mar 2002, 12:43 AM EST |
Msg. 27681 of 27755 |
| Woz
You said: The "tone" of the article that Wewill found leads me to believe that Verizon is less than confident that the $150 million will be allowed against their $500 million Merger requirement. I'll bet that they still own the 150,000 shares (converted or un-converted) but they have written the $150 million off as a bad investment (in fact, my crumbling brain seems to recall that they did exactly that in a quarterly or annual report in 2001). I know for certain that Verizon stated, publicly, that they would not attempt to recover the $150 million from NorthPoint. My mistake for mentionning the $150 million to be allowed against "long distance...it was of course against their $500 million merger. I recall VZ stating publicly they would not attempt to recover the 150 million from NorthPoint (evidently because they recovered it unofficially by shorting it) but I do not recall them writing it off in any of their report, as they did wrote off $1,7B in MFNX and reported it! Later Deo (still not confused) |
| By: wozdak $$$$$ 13 Mar 2002, 01:13 AM EST |
Msg. 27682 of 27755 (This msg. is a reply to 27676 by DEODEBA.) |
| Deo - WOW!
that is quite a presentation you put on there! If you are correct in your conclusions, that could be the "whistler" or the "smoking gun" that we have been hoping for. I still don't think that Verizon could have possibly converted the 150,000 shares of NorthPoint Preferred stock in time to use it as their shorting base as soon as is shown in your trading records. However, if Verizon was shorting NorthPoint's stock right after the Merger Agreement was signed, they would not need to own any NorthPoint anyway - you "borrow" stock to sell it short. I think it is therefore immaterial whether or not they had converted the 150,000 shares to several million (I still don't think they did). I think it is important enough as a theory that you should present it to NorthPoint's attorneys and to our Trustee. As part of a Discovery in a lawsuit, they should be able to trace the trades and find out who was behind them. Yes - I remember Tin~Brutis, a classic short swine. He didn't seem to have enough class to be working for Verizon, but come to think of it, Verizon is not exactly the epitome of class, are they? Can't you just picture it? FLK: "Mr. Tin~Brutis, will you please spell your name for the court? TB: T-I-N-~-B-R-U-T-I-S. FLK: Thank you. What does "squiggle" mean? I thought that was a pre-teenager dance. TB: well, it was part of my Raging Bull alias - you know - a "squiggle" is that little thing that looks like a sine-wave - it's the upper-case character to the left of the numeral "1" on a standard computer keyboard. Judge Quidachay: Mr. Brutis, you are trivializing these solemn proceedings. Get off this "squiggle" crap or I'll hold you in contempt. Anyway - write the script yourself. If 'ol Tin~ was working for Verizon, it should be provable. By the time Tin~ stepped down from the witness stand, NPNTQ would have tripled, causing Pweiland to wet his pants, Jackassdaytrader would have sold out for a ton and Techstar2001 would have fallen on his sword! This has to be the most interesting stock invest... er, I mean stock bet, ever. wozdak |
| By: DEODEBA $$$$$ 13 Mar 2002, 01:21 AM EST |
Msg. 27683 of 27755 (This msg. is a reply to 27669 by pweiland.) |
| Paul,
Since the merger was cancelled I gather NorthPoint abides by its original capitalistion and it seems that 200,000 shares are held in its treasury. Section 4.3 Capitalization. (a) The authorized capital stock of NorthPoint consists of (i) 281,250,000 shares of common stock, par value $0.001 per share, of which, as of August 4, 2000, (A) 132,742,066 shares are outstanding, (B) 200,000 shares are held in the treasury of NorthPoint, (C) not more than 21,093,985 shares are issuable upon the exercise of options outstanding under the NorthPoint option plans, (D) 13,388,155 shares are reserved for issuance in connection with the NorthPoint Plans (as defined in Section 4.1 l(b) hereof), and (ii) 24,276,843 shares of preferred stock, par value $0.001 per share, 1,500,000 of which are designated as 9% Convertible Preferred Stock and none of which is currently outstanding or reserved for issuance. Except as permitted by Section 6.1 hereof and except in connection with the Preferred Financing, since June 20, 2000, no shares of NorthPoint Common Stock or NorthPoint preferred stock have been issued, except upon the exercise of options described in the immediately preceding sentence or as contemplated by this Agreement. Section 4.3(a) of the NorthPoint Disclosure Schedule sets forth a complete and accurate list, as of the date hereof, of all NorthPoint Equity Rights, including the holders thereof, the number of shares of NorthPoint capital stock subject to each such NorthPoint Equity Right, the exercise or vesting schedule, the exercise price per share and the term of each such NorthPoint Equity Right. On the day immediately preceding the Closing Date, NorthPoint shall deliver to Parent an updated Section 4.3(a) of the NorthPoint Disclosure Schedule, current as of the Closing Date. Except as set forth in Section 4.3(a) of the NorthPoint Disclosure Schedule, there are no NorthPoint Equity Rights outstanding as of the date hereof. |
| By: pweiland $$ 12 Mar 2002, 08:31 PM EST |
Msg. 27669 of 27755 (This msg. is a reply to 27667 by DEODEBA.) |
| Deo, If the
estate owns some NPNTQ shares, then to maximize the estate you must
maximize the shares. The question is does the estate owns any shares?
regards, Paul |
| By: wozdak $$$$$ 12 Mar 2002, 08:45 PM EST |
Msg. 27670 of 27755 (This msg. is a reply to 27666 by pweiland.) |
| Hi Paul. I
phoned and asked Ms. Schoenmann if NorthPoint owned any NorthPoint stock.
She saaid she would "check it out". I followed up with an Email reminder
to get her to do the checking. Here is my reminder Email and her response:
----- Original Message ----- From: XXXX XXXXXXX (wozdak) To: E. Lynn Schoenmann Sent: Saturday, November 17, 2001 10:23 AM Subject: NorthPoint's own stock Hi Ms. Schoenmann, Just to remind you about checking to see if NorthPoint owns any shares of it's own stock - NPNT or NPNTQ. As you suggested, I will phone you on Monday, 11/19/01 to see if NorthPoint owns any NorthPoint stock. Thank you, XXXX XXXXXXX, Member NorthPoint Shareholders Group (226 Members with a combined ownership of 9.1 million shares of NorthPoint stock) Here's Ms. Schoenmann's answer. I think it is pretty interesting that her answer was sent on Saturday at 2:44 in the afternoon. Can anyone tell me about any other Federal Employee who ever worked on a Saturday afternoon?? This is one of the many "little things" about Ms. Schoenmann that add up to lead me to believe that she is an exceptional Trustee and someone we can count on to get the maximum value from NorthPoint's lawsuit against Verizon. Here is her answer: All I can tell you is that to the best of my knowledge, I don't believe so. |
| By: DEODEBA $$$$$ 12 Mar 2002, 09:11 PM EST |
Msg. 27671 of 27755 (This msg. is a reply to 27668 by wewillwinsurely.) |
| Wewill
This is an extremely important article you found, IMHO. Could you give me the link to the full article. Now this really deserve some serious research as I seem to remember that VZ received NorthPoint shares in exchange of these $150M and wouldn't that be a "new fraud" to claim a credit from the FCC when this investment was already compensated by shares of a stock which had quite a nominal value then? Deo (in his Clouzo mood) |
| By: wewillwinsurely $$ 12 Mar 2002, 08:00 PM EST |
Msg. 27668 of 27755 (This msg. is a reply to 27667 by DEODEBA.) |
|
Verizon Wants FCC Credit For Defunct NorthPoint Deal
Tuesday March 12, 5:48 pm Eastern Time WASHINGTON -(Dow Jones)- Verizon Communications (NYSE: VZ - news) Inc. (VZ) wants its $150 million investment in defunct high-speed Internet provider NorthPoint Communications to count toward the Baby Bell's obligations to compete outside of its local region. Verizon agreed to invest $500 million in out-of-region competition as a condition of the June 2000 merger between Bell Atlantic Corp. and GTE Corp. that created Verizon. Regulators at the Federal Communications Commission said the condition was needed to offset the loss of competition caused by the merger.... |
| By: DEODEBA $$$$$ 13 Mar 2002, 01:50 AM EST |
Msg. 27684 of 27755 (This msg. is a reply to 27682 by wozdak.) |
| Woz I have always kept my theory for myself making just some allusions to it at times, but NOW I am all wired up with wewill article, that's the drop of water that makes the pot overflow! My "nose" tells me this latest VZ attempt is extremely important and could even be eventually used in Court by Verizon as "the unfairness of it all!" which truly would be the summum of hypocracy and planned "misdirection"... which means we should (all of us) brainstorm on facts finding for a few days before I write to FLK and the Trustee with as many facts as possible. So let's all dismantle that attempt and collectively run by all the facts or find them! Can't be called wasted time whether ultimately relevant or not! In fact, right now, I wish I was wrong! Regards, Deo |
| By: wozdak $$$$$ 13 Mar 2002, 01:55 AM EST |
Msg. 27685 of 27755 (This msg. is a reply to 27683 by DEODEBA.) |
| Deo - you are
really cruising on this, but according to Gallen's 13-D filing on
12/20/01, there were 133,452,767 shares of NorthPoint outstanding at that
time. So, 710,701 shares has been issued since the date of the document
you quoted (was that the Merger Agreement?). Everything is getting so murky way back there that I have no idea where those 710,701 came from, but part of them could have been NorthPoint's Treasury Shares, so I think it is slippery ground to state that NorthPoint still holds 200,000, but I couldn't prove that if someone was holding a gun between my eyes. Still, great digging Deo - please present it all as a plausible theory that would be worth looking into by our Trustee and FLK attorneys. wozdak |
| By: DEODEBA $$$$$ 13 Mar 2002, 02:08 AM EST |
Msg. 27686 of 27755 (This msg. is a reply to 27685 by wozdak.) |
| Woz
You are absolutely correct in stating that I wish to present FLK and the Trustee with a plausible theory that would be worth looking into, thus the need I have to be as precise as possible...which means I have to go back in time and read carefully some of the 13D that were previous to the merger before I write a final document. If you all encourage me to write to our defensors it better be done as accurately as possible and I need time and your feedback to do that! Wewill again we need the link to the article first and some of you should work on the comments to it. Some others should just concentrate on the facts of EDGAR filings until we all agree to them! This is the time gang to prove again we're ONE and we're going to win that case! You all want Justice to prevail! Well prove it! Deo |
| By: wozdak $$$$$ 13 Mar 2002, 02:45 AM EST |
Msg. 27687 of 27755 (This msg. is a reply to 27686 by DEODEBA.) |
|
Deo
- check this: You quoted the Merger Document in your post # 27679 as
follows:
"December 5, 2000, on an as converted basis, the Preferred Stock represents 11,436,207 shares of Common Stock or 7.9% of the effective number of outstanding shares of Common Stock (based on the number of shares of Common Stock outstanding as of September 30, 2000 plus the number of shares of Common Stock issuable with respect to the Preferred Stock). Due to the termination of the Merger Agreement, Verizon Communications is no longer required to receive the written consent of the Issuer prior to transferring the Preferred Stock." Well Deo, if you take those 11,436,207 shares as 7.9% of a total, that total = 144,762,114. The highest total of shares outstanding that I have ever seen for NorthPoint is in Gallen's 12/13/01 13-D filing - 133,452,767 shares. The difference between the highest ever number of outstanding shares and the amount that represents 7.9% of a total is 11,309,347 shares, within 126,000 shares of the number of shares that Verizon was entitled to convert the Preferred to under the Merger Agreement. Do you see it? I haven't explained it very clearly (sorry - it's late here) but if you run the numbers, it is clear that Verizon did not ever convert those 150,000 shares of Preferred into Common stock. So, they didn't convert, but they still could have shorted, in keeping with your trading charts and theory. wozdak |
| By: DEODEBA $$$$$ 13 Mar 2002, 03:09 AM EST |
Msg. 27688 of 27755 (This msg. is a reply to 27687 by wozdak.) |
| Woz
Your figures are correct but I seem to remember that the outstanding shares have not always been at an identical total so we should methodically start from latest disclosure before the merger to latest one disclosed to get the clear picture of its fluctuation before we jump to conclusions, I'll grant you that VZ or "anyone else"(VZ management) could very well have shorted NP without having to convert the preferred. I am planning to line up the declared outstanding shares in a chronological order and then we'll draw conclusions. Later Deo |
| By: DEODEBA $$$$$ 13 Mar 2002, 03:25 AM EST |
Msg. 27689 of 27755 (This msg. is a reply to 27688 by DEODEBA.) |
| and Woz...some
"humor" Wouldn' it be funny to find out that NP has been shorted "naked" ... a short squeese would catapulte the stock price when all the naked shorts would have to cover...LOL OR finding out another scenario as Appaloosa or Gallen carrying shares for VZ through the Caïman Islands...LOL again! OK, enough dreaming, back to facts! Later Deo |
| By: wozdak $$$$$ 13 Mar 2002, 04:08 AM EST |
Msg. 27691 of 27755 (This msg. is a reply to 27689 by DEODEBA.) |
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Deo
- Frankx mentioned the "naked short" possibility to me a few days ago.
Just looking at the daily trades, it seems possible that could be going
on.
Nothing would surprise me when $$$ are at stake. No-collar hoodlums murder every day for $10 (or less!!) in US ghettos and white collar hoodlums sell their consciences, their morals and their souls for six-figures and up in US boardrooms. "The love of money is the root of all evil.." is alive and well as the operative truism. Within the past 90 days, I've personally spoken to people and companies that represent themselves to effectively control over 50 million NorthPoint shares. My evaluation of all these folks is that they are not connected to Verizon in any manner. I have names, titles, phone numbers and Email along with enough statements to at least make life uncomfortable for them if they were lying about their agendas. I'll wager that if there is a Verizon "front" out there, we will never hear about him. I still don't think that Verizon would have the guts (or the motivation) to do that anyway. I'm enthused about this new direction that Wewill kicked off and that you have been so ably developing. It seems like it is worth some serious effort to fully develop whatever may be there. GOOD NIGHT - way past my West Coast bed time! wozdak |
| By: DEODEBA $$$$$ 13 Mar 2002, 01:53 PM EST |
Msg. 27699 of 27755 |
| THE FILE (Part
1) BUSINESS History (from 05/11/2000) NorthPoint was founded in May 1997 by six former MFS/WorldCom executives who developed and implemented the first commercial DSL service. We began offering our network services in March 1998 and have since entered into strategic and commercial relationships with Microsoft, Tandy (the parent company of the RadioShack stores), Yahoo!, Excite@Home, SBC/Pacific Bell Internet Services, Intel, Verio, Cable & Wireless, Frontier Corporation (a subsidiary of Global Crossing Holdings Limited), Concentric Network, ICG Communications, Enron Communications, Network Plus, Netopia, GTE, iBeam, Equinix, and High Speed Access Corporation, among others. Most of these companies and The Carlyle Group, Vulcan Ventures, Accel Partners, Benchmark Capital, Greylock and others have invested in our company. In May 1999, we sold 17,250,000 shares of our common stock in our initial public offering with net proceeds to us of $386,441,000. In December 1999, we entered into a secured credit facility with a syndicate of lenders which provides us access to $250 million, $85 million of which has been drawn down. In February 2000, we issued the old notes in the aggregate principal amount of $400 million. In February 2000, NorthPoint unveiled its plans to expand beyond the U.S. broadband market by announcing a Canadian joint venture with Call-Net, Canada's leading competitive service provider. Service will launch under the NorthPoint brand in the third quarter of this year, subject to regulatory conditions. Another foreign joint venture was announced in March 2000, between NorthPoint and VersaTel Telecom International N.V., the leading alternative broadband local access network operator in the Benelux and the Northwest Rhine region of Germany. The new company, VersaPoint, will initially offer wholesale DSL service in The Netherlands, Germany and Belgium (as the local loop is unbundled), and then in other markets as they open in the European Union. .................. from 05/11/2000 Percentage ownership calculations are based on 125,167,787 shares of common stock outstanding as of February 29, 2000. .................. from 05/11/2000 "Microsoft has also agreed not to acquire more than 10% of our voting stock without our consent until April 2002." .................. From all documents and articles read from pre-merger of August 5, 2000...the figure is 125,167,787...if anyone on the board has a different figure please let us know. Later Deo |
| By: DEODEBA $$$$$ 15 Mar 2002, 09:03 AM EST |
Msg. 27718 of 27755 |
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THE
FILE (part 2)
OUTSTANDING SHARES HISTORY from 05/11/2000 Percentage ownership calculations are based on 125,167,787 shares of common stock outstanding as of February 29, 2000. from August 4, 2000 (merger agreement) 132,742,066 shares are outstanding from 09/07/2000 (AMENDMENT 1) 133,031,083 shares of Common Stock outstanding as of August 10, 2000 from 09/07/2000 (AMENDMENT 2) Important memorandum: b) Verizon's financial condition and investments are such that it is in a position to hold the Shares and the shares of NorthPoint Common Stock issuable upon conversion of such Shares for an indefinite period, bear the economic risks of the investment and withstand the complete loss of the investment. Verizon has extensive knowledge and experience in financial and business matters and has the capability to evaluate the merits and risks of the Shares and the shares of NorthPoint Common Stock issuable upon conversion of such Shares. Verizon qualifies as an "accredited investor" as such term is defined in Section 2(15) of the Securities Act and Regulation D promulgated thereunder. Section 4.3 Rule 144. Verizon acknowledges that the Shares to be purchased by Verizon and the shares of NorthPoint Common Stock issuable upon conversion of the Shares must be held indefinitely unless subsequently registered under the Securities Act or any applicable state securities laws or unless exemptions from such registrations are available. Verizon is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions. .......... ALSO "PRIOR WRITTEN CONSENT CLAUSE" : Section 7.2 Transfer Restriction. Verizon agrees that it shall not, without the
prior written consent of NorthPoint, transfer or assign any of the
Convertible Preferred Stock acquired by it pursuant to this Agreement to
any third party, other than one or more wholly-owned subsidiaries of
Verizon, prior to the earlier of (i) the termination of the Merger
Agreement or (ii) the consummation of the transactions contemplated by the
Merger Agreement. Section 7. Liquidation, Dissolution or Winding Up. If the Corporation shall adopt a plan of liquidation or of dissolution, or commence 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 the Corporation 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, or if a decree or order for relief in respect of the Corporation shall be entered by a court having jurisdiction in the premises in an involuntary case under the Federal bankruptcy laws or any other applicable Federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and any such decree or order shall be unstayed and in effect for a period of 90 consecutive days and on account of such event the Corporation shall liquidate, dissolve or wind up, or upon any other liquidation, dissolution or winding up of the Corporation (a "Liquidation"), the holders shall be entitled to receive the Liquidation Preference of the shares of Convertible Preferred Stock held by the holder before any distribution shall be made or any assets distributed in respect of Junior Stock to the holders of any Junior Stock, including, without limitation, Common Stock of the Corporation. If upon any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the amounts payable with respect to the Convertible Preferred Stock are not paid in full, the holders of the Convertible Preferred Stock will share equally and ratably in any distribution of assets of the Corporation first in proportion to the full Liquidation Preference to which each is entitled until such preferences are paid in full, and then in proportion to their respective amounts of accumulated but unpaid dividends. After payment of the full amount of the amount set forth above to which they are entitled, the holders of shares of Convertible Preferred Stock will not be entitled to any further participation in any distribution of assets of the Corporation. For the purposes of this Section 7, the voluntary sale, conveyance, exchange or transfer of all or substantially all of the property or assets of the Corporation or the consolidation or merger of the Corporation with or into one or more other corporations shall not be deemed to be a liquidation, winding-up or dissolution of the Corporation. Section 8. Conversion into Common Stock. Each share of Convertible Preferred Stock, including any shares of Convertible Preferred Stock issued as Accrued Dividends, may, at the option of the holder thereof, be converted into shares of Common Stock at any time, whether or not the Corporation has given notice of redemption under Section 5, on the terms and conditions set forth in this Section 8. (a) Terms of Conversion. Upon expiration or termination of the applicable waiting period under the HSR Act and the receipt of any required approvals under the Communications Act, each share of Convertible Preferred Stock shall be convertible in the manner hereinafter set forth into a number of fully paid and nonassessable shares of Common Stock equal to the quotient obtained by dividing the Stated Amount plus Accrued Dividends by the Conversion Price. ............. EXCERPT from amendment 3 concerning PREFERRED SHARES I would appreciate someone doing some research if there was a complaint filed in a New-York jurisdiction: 11. Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York and of the United States of America in each case located in the County of New York for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts) and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 5 (or to such other address for notice that such party has given the other party written notice of in accordance with Section 5) shall be effective service of process for any litigation brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any litigation arising out of this Agreement or the transactions contemplated hereby in the courts of the State of New York or of the United States of America in each case located in the County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such litigation brought in any such court has been brought in an inconvenient forum. .................TO BE CONTINUED in PART 3 |
| By: DEODEBA $$$$$ 17 Mar 2002, 12:06 PM EST |
Msg. 27755 of 27755 (This msg. is a reply to 27749 by DEODEBA.) |
| THE FILE (Part
3) Excerpt... from document 1 from 10Q dated 11/20/2000 Concurrently with entering into the Merger Agreement, Verizon issued to NorthPoint a commitment letter pursuant to which Verizon is obligated to provide to NorthPoint a $200 million senior secured debt facility on January 1,2001 if the transactions contemplated by the Merger Agreement have not been consummated by that date. ...................... As of September 30, 2000, we had 133,321,089 shares of common stock outstanding. ...................... As of November 14, 2001, 133,452,767 shares of Common Stock outstanding. ...................... RECAPITULATION OF OUTSTANDING SHARES: 125,167,787 on 05/11/2000 132,742,066 on 08/04/2000 133,031,083 àn 09/07/2000 133,321,089 on 09/30/2000 133,452,767 on 11/14/2001 |
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See this story of how CEO's of legitimate public companies have to suffer the abuse and loss of credibility of our companies through falling share prices due to illegal manipulation. 7/19/02 
Convertible Preferred Shares shorted by Investment Bankers have Disastrous Results on Start Up Companies by forbes 7/20/02
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