-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VkNbRC3jYmpMdLqRWA3iQfGj6T+/6sDlcs/viwHq4gZ5LMdgg1CdP101+tR+v5OG 4GzD8prNeUaseSL3pdxJ4A== 0000895345-01-500652.txt : 20020411 0000895345-01-500652.hdr.sgml : 20020411 ACCESSION NUMBER: 0000895345-01-500652 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHPOINT COMMUNICATIONS GROUP INC CENTRAL INDEX KEY: 0001080558 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 522147716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-57873 FILM NUMBER: 1795451 BUSINESS ADDRESS: STREET 1: 5858 HORTON STREET CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 4154034003 MAIL ADDRESS: STREET 1: 222 SUTTER STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94108 FORMER COMPANY: FORMER CONFORMED NAME: NORTHPOINT COMMUNICATIONS HOLDINGS INC DATE OF NAME CHANGE: 19990224 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APPALOOSA MANAGEMENT LP CENTRAL INDEX KEY: 0001006438 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223220835 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 26 MAIN ST STREET 2: 1ST FLOOR CITY: CHATHAM STATE: NJ ZIP: 07928 BUSINESS PHONE: 9737017000 MAIL ADDRESS: STREET 1: 26 MAIN ST STREET 2: 1ST FLOOR CITY: CHATAM STATE: NJ ZIP: 07928 SC 13D 1 rs13da.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 NorthPoint Communications Group, Inc. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, par value $0.001 per share - ------------------------------------------------------------------------------ (Title of Class of Securities) 666610 10 0 ------------------------------------------- (CUSIP Number) Kenneth Maiman, Esq. Appaloosa Management L.P. 26 Main Street, First Floor Chatham, NJ 07928 (973) 701-7000 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication) November 14, 2001 - ------------------------------------------------------------------------------ (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 666610 10 0 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Appaloosa Management L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 7,860,000 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 7,860,000 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,860,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.89% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 666610 10 0 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Appaloosa Partners Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 7,860,000 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 7,860,000 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,860,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.89% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 666610 10 0 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS David A. Tepper 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES 7,860,000 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 7,860,000 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,860,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.89% 14 TYPE OF REPORTING PERSON IN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this statement relates is the common stock, par value $0.001 per share (the "Common Stock") of NorthPoint Communications Group, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at c/o E. Lynn Schoenmann, Esq., Chapter 7 Trustee (the "Trustee"), 800 Powell Street, San Francisco, CA 94108. ITEM 2. IDENTITY AND BACKGROUND. This statement on Schedule 13D is being filed by Appaloosa Management L.P., a Delaware limited partnership (the "Manager"), Appaloosa Partners Inc., a Delaware corporation ("API"), and David A. Tepper ("Mr. Tepper" and, together with the Manager and API, the "Reporting Persons"). The Reporting Persons have entered into a Joint Filing Agreement, dated as of November 19, 2001, a copy of which is attached hereto as Exhibit 1. The general partner of the Manager is API. Mr. Tepper is the sole stockholder and President of API. The Manager is the general partner of Appaloosa Investment Limited Partnership I, a Delaware limited partnership ("AILP"), and acts as an investment adviser to Palomino Fund Ltd., a British Virgin Islands corporation ("Palomino"). The address of the principal business and of the principal office of the Manager, API and AILP is 26 Main Street, 1st Floor, Chatham, New Jersey 07928. The address of the principal business and principal office of Palomino is c/o Trident Trust Company (Cayman) Ltd., 1 Capital Place, P.O. Box 847, Grand Cayman, Cayman Islands. AILP and Palomino are sometimes referred to herein collectively as the "Purchasers." Mr. Tepper is a citizen of the United States, his principal occupation is President of API and his business address is 26 Main Street, 1st Floor, Chatham, New Jersey 07928. During the past five years, to the best knowledge of the persons named above, none of the persons named above has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Tepper is the president and sole stockholder of API, the general partner of the Manager. The Manager is the general partner of AILP and an investment adviser to Palomino. The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the rules and regulations under the Securities Exchange Act of 1934, as amended. Neither the fact of this filing nor anything contained herein shall be deemed an admission by the Reporting Persons that such a group exists, and the existence of any such group is hereby expressly disclaimed. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Of the 7,860,000 shares of Common Stock held by the Purchasers, 4,189,380 shares were purchased with the funds of AILP and 3,670,620 shares were purchased with the funds of Palomino. ITEM 4. PURPOSE OF TRANSACTION. The purpose of the acquisition by the Purchasers of the shares of Common Stock is for investment. The Purchasers may consider making additional purchases of shares of Common Stock in the open market or in private transactions, the extent of which purchases would depend upon prevailing market and other conditions. Alternatively, the Purchasers may sell all or a portion of their shares of Common Stock in open market or private transactions, depending upon prevailing market conditions and other factors. The Reporting Persons are beneficial owners of the Company's 12 7/8% Senior Notes due 2010 (the "12 7/8% Notes"). The Reporting Persons may consider making additional purchases of the 12 7/8% Notes in the open market or in private transactions, the extent of which purchases would depend upon prevailing market and other conditions. Alternatively, the Reporting Persons may sell all or a portion of their holdings of the 12 7/8% Notes in open market or private transactions, depending upon prevailing market conditions and other factors. The Reporting Persons understand that the Company has filed a Chapter 7 bankruptcy case (Case No. 01-30127-C7) in the United States Bankruptcy Court for the Northern District Of California (San Francisco Division). The Reporting Persons believe that the Company's principal asset is its interest in the litigation styled E. Lynn Schoenmann, Trustee for the Chapter 7 Estates of NorthPoint Communications Group, Inc. et al. v. Verizon Communications, Inc. et al., Case No. 317249 in the Superior Court of the State of California, City and County of San Francisco (the "Verizon Litigation"). The Reporting Persons are monitoring the Verizon Litigation and may seek to influence the outcome of the Verizon Litigation through communications with the Trustee or other participation in the case or take other actions they may deem neccessary to maximize the value of their holdings. Except as otherwise described in this Schedule 13D, the Purchasers and the Reporting Persons currently have no plans or proposals which relate to or would result in any of the events, actions or conditions specified in paragraphs (a) through (j) of Item 4 of this Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. As of November 14, 2001, 133,452,767 shares of Common Stock were outstanding (as reported in Company's Form 10-Q for the period ending September 30, 2000). (a) As of November 14, 2001, as a result of transactions reported in this Schedule 13D, (i) AILP is the beneficial owner of 4,189,380 shares of the Common Stock which constitutes 3.14% of the 133,452,767 shares of Common Stock deemed to be outstanding for this purpose, (ii) Palomino is the beneficial owner of 3,670,620 shares of the Common Stock which constitutes 2.75% of the 133,452,767 shares of Common Stock deemed to be outstanding for this purpose and (iii) each of the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 7,860,000 shares of Common Stock which constitutes 5.89 % of the 133,452,767 shares of Common Stock deemed to be outstanding for this purpose. (b) AILP has the sole power to direct the vote and disposition of 4,189,380 shares of Common Stock. Palomino has the sole power to direct the vote and disposition of 3,670,620 shares of Common Stock. Each of the Reporting Persons may be deemed to have the sole power to direct the vote and disposition of 7,860,000 shares of Common Stock. (c) During the sixty days preceding the date of this Schedule 13D, AILP purchased the following shares of Common Stock, all in open market transactions. Purchase Date Number of Shares Per Share Purchase Price ------------- ---------------- ------------------------ 9/25/01 10,660 $ .088000 10/01/01 72,488 $ .088500 10/02/01 15,990 $ .088000 10/09/01 21,320 $ .088800 10/11/01 21,320 $ .088000 10/12/01 461,045 $ .091900 10/12/01 26,650 $ .090000 10/15/01 327,795 $ .113600 10/16/01 39,975 $ .145000 10/16/01 26,650 $ .150000 10/16/01 6,663 $ .149994 10/19/01 39,975 $ .160000 10/26/01 147,908 $ .155000 11/02/01 37,310 $ .160000 11/07/01 59,963 $ .148300 11/08/01 259,837 $ .143000 11/12/01 15,990 $ .155000 11/13/01 10,660 $ .155000 11/14/01 109,798 $ .160000 11/15/01 319,800 $ .159100 11/16/01 213,200 $ .155000 During the sixty days preceding the date of this Schedule 13D, Palomino purchased the following shares of Common Stock, all in open market transactions. Purchase Date Number of Shares Per Share Purchase Price ------------- ---------------- ------------------------ 9/25/01 9,340 $ .088000 10/01/01 63,512 $ .088500 10/02/01 14,010 $ .088000 10/09/01 18,680 $ .088800 10/11/01 18,680 $ .088000 10/12/01 403,955 $ .091900 10/12/01 23,350 $ .090000 10/15/01 287,205 $ .113600 10/16/01 35,025 $ .145000 10/16/01 23,350 $ .150000 10/16/01 5,837 $ .149995 10/19/01 35,025 $ .160000 10/26/01 129,592 $ .155000 11/02/01 32,690 $ .160000 11/07/01 52,537 $ .148300 11/08/01 227,663 $ .143000 11/12/01 14,010 $ .155000 11/13/01 9,340 $ .155000 11/14/01 96,202 $ .160000 11/15/01 280,200 $ .159100 11/16/01 186,800 $ .155000 (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Purchasers and Reporting Persons or between the Purchaser or the Reporting Persons and any person with respect to any securities of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Exhibit 1 - Joint Filing Statement SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 19, 2001 APPALOOSA MANAGEMENT L.P. By: APPALOOSA PARTNERS INC., Its General Partner By: /s/ David A. Tepper ----------------------------------- Name: David A. Tepper Title: President APPALOOSA PARTNERS INC. By: /s/ David A. Tepper ----------------------------------- Name: David A. Tepper Title: President /s/ David A. Tepper ---------------------------------------- David A. Tepper EXHIBIT INDEX Exhibit 1 -- Joint Filing Agreement. EX-99.1 3 rsex99.txt EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D filed herein (and any amendments thereto), relating to the common stock, $0.001 par value, of NorthPoint Communications Group, Inc., is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person. Dated: November 19, 2001 APPALOOSA MANAGEMENT L.P. By: APPALOOSA PARTNERS INC., Its General Partner By: /s/ David A. Tepper ----------------------------------- Name: David A. Tepper Title: President APPALOOSA PARTNERS INC. By: /s/ David A. Tepper ----------------------------------- Name: David A. Tepper Title: President /s/ David A. Tepper ---------------------------------------- David A. Tepper -----END PRIVACY-ENHANCED MESSAGE-----