Filed by General Motors Corporation
Subject Company - General Motors Corporation
and Hughes Electronics Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and Deemed Filed Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Commission File No.: 001-00143
[ECHOSTAR LOGO] [HUGHES LOGO]
P.O. Box 956
5701 South Santa Fe Drive 200 N. Sepulveda Blvd
Littleton, CO 80120 El Segundo, CA 90245-0956
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MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL 210 U.S. TELEVISION MARKETS
COMBINED COMPANY WILL ALSO BRIDGE 'DIGITAL DIVIDE' WITH AFFORDABLE
BROADBAND SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of EchoStar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A replay of the call
will be available starting Thursday. The toll-free dial-in number is
888-203-1112, and the international dial-in number is 719-457-0820. The
confirmation code is 595617. A live audio webcast of the call will be available
through www.hughes.com and www.echostar.com. The HUGHES website will also
contain information on how the merger of EchoStar and DIRECTV will benefit the
residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. The EchoStar website
will also contain maps of the nationwide coverage. Please access the website 15
minutes prior to the webcast to download any necessary software. The webcast
will be archived on the Investor Relations portion of the HUGHES website. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462. There
will be no replay of the media call. A video news release on this announcement
will be broadcast at 9:30 a.m. Eastern and again at 2 p.m. Eastern today over
Galaxy 11, C-band, Transponder 8, 3860 (V). If you experience trouble during the
feed, please call POINT360 at 323-993-4915.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH) announced today a new proposal that will enable the combined company
to deliver local broadcast TV channels in all 210 Designated Market Areas (DMAs)
in the United States.
In their joint satellite application filed with the Federal
Communications Commission (FCC) late Monday, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will allow the merged
company to offer every consumer in the continental United States, Alaska, and
Hawaii access to satellite-delivered local television signals.
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The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies'orbital locations, will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, would enable local channel delivery in all
U.S. DMAs.
EchoStar and HUGHES filed the satellite application today
contemporaneously with their filing of a formal response to comments on the
merger previously filed with the FCC on Feb. 4.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in every
television market in the country - including rural and underserved areas -
certainly is one of the most compelling aspects of this deal," said Charles
Ergen, chairman and CEO of EchoStar. "Today, approximately 42 million TV
households do not have the option to receive local channels via satellite, and
as such, have no choice but to subscribe to cable. Without this merger, many of
those will never see local channels on satellite and have no choice of local
television providers."
Ergen continued, "We have heard the concerns of local, state and
federal representatives and officials and we appreciate their feedback and
input. Only if this merger is approved by the federal government will millions
of consumers in small and rural markets in every state finally have a true,
competitive alternative to incumbent cable operators. Clearly, this merger is a
win for consumers across all of America."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and EchoStar customers who will require
new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same nationwide price for services. "We are one nation, and there will be one
dish and one rate card, regardless of a subscriber's location," said Ergen.
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"This merger will bring to fruition so many tremendous benefits to
consumers that it will set a new standard for the delivery of multichannel video
and broadband services," said Jack Shaw, president and CEO of HUGHES. "In
addition to delivering local channels in all 210 television markets, the
combined company will bridge the 'digital divide' by offering affordable
high-speed satellite Internet access to consumers in every market, including the
most rural areas of the country. We will create a more robust and efficient
satellite platform with a larger subscriber base that will enable the merged
company to transition existing niche satellite Internet services to a more
affordable and accessible next-generation service."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs with local
channels is contingent upon the proposed HUGHES-EchoStar merger receiving the
necessary government approvals from the FCC and U.S. Department of Justice, and
the successful launch of three new spot-beam satellites. Implementation of the
"Local Channels, All Americans" plan will begin immediately upon regulatory
approval of the merger, and the rollout can be completed as soon as 24 months
thereafter. The proposed transaction is also subject to review by the Internal
Revenue Service, and requires approval by a majority of GM $1-2/3, GM Class H
and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation. DISH Network
is EchoStar's state-of-the-art direct broadcast satellite TV system that is
capable of offering over 500 channels of digital video and CD-quality audio
programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
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DIRECTV is the nation's leading digital satellite television service provider
with more than 10.7 million customers. DIRECTV and the Cyclone Design logo are
registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings attributable to
the General Motors Class H common stock (NYSE: GMH). Visit DIRECTV on the World
Wide Web at www.directv.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's solicitation of proxies or consents from the holders
of GM $1-2/3 common stock and GM Class H common stock in connection with the
proposed transactions. Information regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
participants by reading the prospectus and proxy/consent solicitation statement
if and when it becomes available.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
Hughes, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may
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be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.
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