-----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, KQS5FrNrvdaasKA+YFkleBj075qsP1AgREMxNTklF4nhsArxfKIN4jpwla8i99DS Qm6Kfa3jj4pIGpV9GVDmmQ== 0000905718-01-500236.txt : 20020413 0000905718-01-500236.hdr.sgml : 20020413 ACCESSION NUMBER: 0000905718-01-500236 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011220 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: 1818833 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: GALLEN JONATHAN CENTRAL INDEX KEY: 0001069726 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128912132 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 northptsc13d.txt NORTHPOINTSCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE l3D Under the Securities Exchange Act of 1934 NORTHPOINT COMMUNICATIONS GROUP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) - -------------------------------------------------------------------------------- 666610 10 0 (CUSIP Number) with a copy to: Jonathan Gallen Robert G. Minion, Esq. 450 Park Avenue Lowenstein Sandler PC 28th Floor 65 Livingston Avenue New York, New York 10022 Roseland, New Jersey 07068 (212) 891-2132 (973) 597-2424 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) December 13, 2001 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on 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 ("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). Cusip No. 666610 10 0 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (entities only): Jonathan Gallen - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): WC, PF - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: * ----------------------------------- Shares Beneficially 8) Shared Voting Power: * ----------------------------------- Owned by Each Reporting 9) Sole Dispositive Power: * ----------------------------------- Person With: 10) Shared Dispositive Power: * ----------------------------------- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 13,000,000* - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 9.7%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): IA, IN - -------------------------------------------------------------------------------- * As of December 13, 2001, Pequod Investments, L.P., a New York limited partnership, was the holder of 6,700,000 shares of the Common Stock, par value $0.001 per share (the "Shares"), of NorthPoint Communications Group, Inc. and Pequod International, Ltd., a corporation organized under the laws of the Bahamas, was the holder of 3,300,000 Shares. Jonathan Gallen possesses sole power to vote and direct the disposition of all Shares held by Pequod Investments, L.P. and Pequod International, Ltd. In addition, as of such date, 3,000,000 Shares were held individually by Mr. Gallen and/or by third parties for whom Mr. Gallen exercises sole voting and investment control with respect to such Shares. Thus, for the purposes of Reg. Section 240.13d-3, as of December 13, 2001, Mr. Gallen is deemed to beneficially own 13,000,000 Shares. Item 1. Security and Issuer. ------------------- The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.001 per share (the "Shares"), of NorthPoint Communications Group, Inc., a Delaware corporation (the "Company"). As a result of the commencement of the Company's Chapter 7 bankruptcy proceedings, 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. ----------------------- The person filing this statement is Jonathan Gallen, whose business address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr. Gallen serves, indirectly through one or more entities, as the investment advisor for, and exercises sole voting and investment authority with respect to the securities held by, each of Pequod Investments, L.P., a New York limited partnership ("Pequod"), and Pequod International, Ltd., a corporation organized under the laws of the Bahamas ("International," and, together with Pequod, the "Funds"). The Funds are engaged in the investment in personal property of all kinds, including but not limited to capital stock, depository receipts, investment companies, mutual funds, subscriptions, warrants, bonds, notes, debentures, options and other securities of whatever kind and nature. Mr. Gallen also invests his personal funds and provides investment management services for various other third parties (collectively, along with Mr. Gallen's personal funds, the "Accounts"). Mr. Gallen has never been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors), nor has he been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which he was or is now 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. Gallen is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- All funds used to purchase Shares on behalf of Pequod, International, and the Accounts have come directly from the assets of Pequod, International, and the Accounts, respectively. Item 4. Purpose of Transaction. ---------------------- The acquisition of Shares referred to in Item 5 is for investment purposes. Mr. Gallen may consider making additional purchases of Shares in the open market or in private transactions, and may consider selling all or a portion of the Shares reported herein, in each case depending upon prevailing market conditions and such other factors that Mr. Gallen may from time to time deem relevant. Mr. Gallen intends to closely monitor the Company's Chapter 7 bankruptcy proceedings currently pending in the United States Bankruptcy Court for the Northern District Of California (San Francisco Division) (the "Bankruptcy Case"). Further, Mr. Gallen believes that the Company's principal asset is its interest in the litigation captioned E. Lynn Schoenmann, Trustee for the Chapter 7 Estates of NorthPoint Communications Group, Inc. et al. v. Verizon Communications, Inc. et al., which is pending in the Superior Court of the State of California, City and County of San Francisco (the "Verizon Litigation"). Mr. Gallen, to the extent permitted by applicable law, rule and regulation, may seek to influence the outcome of the Verizon Litigation and the Bankruptcy Case, including, among other things, through (i) direct and/or indirect communications with the Trustee, (ii) direct and/or indirect communications with other participants in the Verizon Litigation and/or the Bankruptcy Case and (iii) direct and/or indirect communications with other persons, including other holders of Shares and other securityholders of the Company, in each case for the purpose of attempting to maximize the value of the Shares described herein. Except as otherwise described in this Schedule 13D, Mr. Gallen has no present plans or intentions which relate to or would result in any of the transactions required to be described in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ Based upon the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2000, there were 133,452,767 Shares issued and outstanding as of October 31, 2000. As of December 13, 2001, Pequod was the holder of 6,700,000 Shares and International was the holder of 3,300,000 Shares. In addition, as of such date, 3,000,000 Shares were held by the Accounts. Jonathan Gallen possesses sole power to vote and direct the disposition of all Shares held by Pequod, International and the Accounts. Thus, as of December 13, 2001, for the purposes of Reg. Section 240.13d-3, Mr. Gallen is deemed to beneficially own 13,000,000 Shares, or 9.7% of the Shares issued and outstanding as of that date. During the sixty days prior to December 13, 2001, the only transactions in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Mr. Gallen or any person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof, were (i) the December 3, 2001 sale by the Accounts of 50,000 Shares in the aggregate for a sale price of $.08 per Share in ordinary brokers transactions, (ii) the December 10, 2001 sale by an Account of 250,000 Shares for a sale price of $.09 per Share in an ordinary brokers transaction and (iii) the December 13, 2001 purchases by Pequod and International of 3,700,000 Shares and 1,800,000 Shares, respectively, for a purchase price of $.08 per Share, in private transactions with unrelated third parties. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. ----------------------------------------------------------------------- No contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company between Mr. Gallen and any person or entity. Item 7. Material to be Filed as Exhibits. -------------------------------- Not applicable. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 16, 2001 /s/ Jonathan Gallen --------------------------------------- Jonathan Gallen, individually and in his capacity as the investment advisor for Pequod Investments, L.P., Pequod International, Ltd. and the Accounts Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See, 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----