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
FOR IMMEDIATE RELEASE
CONTACT: Judianne Atencio Marc Lumpkin
Communications Director Communications Manager
EchoStar Communications Corp. EchoStar Communications Corp.
303/723-2010 303/723-2020
judianne.atencio@echostar.com marc.lumpkin@echostar.com
ECHOSTAR AND HUGHES COMMENT ON FCC FILINGS
LITTLETON, COLO., FEB. 4, 2002 - The pending merger of EchoStar Communications
Corporation (NASDAQ: DISH) and Hughes Electronics Corporation will benefit
consumers through more competition to cable TV, local channels via satellite in
more than twice the communities and rapid deployment of high-speed Internet
access nationwide, particularly in rural areas, stated EchoStar and Hughes today
as the Federal Communications Commission's initial public comment deadline
occurred. EchoStar and Hughes will file a formal response to the FCC on Feb. 25,
the FCC's deadline for responses to comments and oppositions to petitions to
deny.
EchoStar and Hughes are pleased that they have received additional
support through the FCC process for the pending merger, including the following:
o Independent consumer groups: U.S. Internet Industry
Association, Americans for Tax Reform, Small Business Survival
Committee, the State of Missouri Chamber of Commerce, Citizens
for a Sound Economy, the National Alliance of Medical
Researchers & Teaching Physicians, Project 21 (African
American business association), the Columbus Education
Association in Ohio, and many more.
o Rural organizations: Montana World Trade Center, Louisiana
Farm Bureau Federation, Frontiers of Freedom, NetExpress of
North Dakota, which stated support for expanded rural services
such as local TV channels and broadband access.
o Government officials: Louisiana Governor Mike Foster, Jr.,
Wisconsin State Senator Kevin Shibilski, Missouri State
Representative Martin Hohulin, Wisconsin State Representative
Kitty Rhoades, and Louisiana Senator Noble Ellington.
o Major consumer electronics firms: Thomson MultiMedia and Sharp
Electronics Corporation, among others, which believe the
pending merger will help further the transition of high
definition television and strengthen multichannel options for
consumers.
"After the FCC reviews all the comments they have received and
thoroughly examines all the facts involving spectrum efficiencies, rural access
to broadband, local channels delivered via satellite and other benefits to the
American public, we are confident that the FCC will find that the pending merger
is in the public interest," said Charlie Ergen, chairman and CEO of EchoStar.
"Through the merger of EchoStar and Hughes, we can offer affordable, high-speed
Internet access to virtually every community in the United States; more than
double the markets in which we offer local channels, including at least one
market in every state; and enhance programming and interactive content to the
pay-television consumer," said Ergen. "The combined company will offer
nationwide pricing and will be a competitive force against cable."
EchoStar and Hughes Electronics Corporation, a wholly owned
subsidiary of General Motors Corporation (NYSE: GM, GMH) and the parent company
of DIRECTV, reached an agreement in October 2001, that provided for the spin-off
of Hughes from GM and the merger of Hughes with EchoStar.
"We welcome an open debate on the merits of our merger," said Jack A.
Shaw, president and CEO of Hughes. "Consumers have the most to benefit from this
pending merger because of the vigorous competition it creates to cable
companies. Approximately 78 percent of the U.S. pay TV market is controlled by
cable companies, which operate as virtual monopolies in most of the communities
they serve."
In addition to FCC approval, the merger requires approval by the
Department of Justice, which is reviewing antitrust issues under the
Hart-Scott-Rodino Act. Also, the transaction is 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.
Public comments to the FCC can be found at www.fcc.gov/csb/echoditv.
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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 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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