SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported) December 10, 2002
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GENERAL MOTORS CORPORATION
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(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 1-143 38-0572515
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
300 Renaissance Center, Detroit, Michigan 48265-3000
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (313)-556-5000
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ITEM 5. OTHER EVENTS
On December 10, 2002, a news release was issued by General Motors
Corporation (GM) and its subsidiary Hughes Electronics Corporation (Hughes)
announcing that GM, Hughes and EchoStar Communications Corporation (EchoStar)
have reached a settlement to terminate the proposed merger. The release is as
follows:
Hughes and EchoStar terminate proposed merger agreement
EchoStar pays Hughes $600 million; Hughes to keep PanAmSat interest
Littleton, Colo., and Detroit -- General Motors Corporation, its
subsidiary, Hughes Electronics Corporation (NYSE: GM, GMH), and EchoStar
Communications Corporation (NASDAQ: DISH) today announced the companies have
reached a settlement to terminate the proposed merger of Hughes and EchoStar,
effective immediately.
Under terms of the settlement, EchoStar has paid to Hughes $600 million in cash,
and Hughes will retain its 81 percent ownership position in PanAmSat (NASDAQ:
SPOT).
The companies reached this settlement because the proposed merger could not be
completed within the time allowed by the merger agreement. This was due to
action taken by the Department of Justice, 23 states, the District of Columbia
and Puerto Rico to block the merger as well as the Federal Communications
Commission's decision to send the merger application to a hearing.
"We continue to believe that the proposed merger would have been a victory for
consumers nationwide, and for our shareholders. We worked hard on it to get the
required regulatory approval and are disappointed that we were not able to
complete the merger," said Hughes President and Chief Executive Officer Jack A.
Shaw. "However, since the merger couldn't be completed, we concluded that this
settlement is the best alternative for Hughes and places us in the best position
to move ahead with our business."
"We are appreciative of all the support we received and the opportunity to
present the merger proposal to regulators. Obviously, we are disappointed in the
final outcome. However, EchoStar will continue to seek alternative, innovative
ways to provide competition to the rapidly consolidating cable industry and to
provide more choices for all consumers," said EchoStar Chairman and Chief
Executive Officer Charles Ergen.
As a result of the merger termination, EchoStar will take an approximate $700
million write off in the fourth quarter for the merger breakup fee and other
related merger expenses.
HUGHES, a world-leading provider of digital television entertainment, broadband
services, satellite-based private business networks, and global video and data
broadcasting, is a unit of General Motors Corporation. The earnings of HUGHES
are used to calculate the earnings attributable to the General Motors Class H
common stock (NYSE:GMH).
General Motors (NYSE: GM), the world's largest vehicle manufacturer, designs,
builds and markets cars and trucks worldwide, and has been the global automotive
sales leader since 1931. GM employs about 355,000 people around the world. More
GM information can be found at www.gm.com.
EchoStar Communications Corporation and its DISH Network satellite TV system
provide over 500 channels of digital video and CD-quality audio programming as
well as advanced satellite TV receiver hardware and installation nationwide.
EchoStar is included in the Nasdaq-100 Index (NDX) which contains the largest
non-financial companies on the Nasdaq Stock Market. Visit EchoStar's Investor
Relations website at www.echostar.com. DISH Network currently serves 8 million
customers in the United States. DISH Network is located on the Internet at
www.dishnetwork.com.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENERAL MOTORS CORPORATION
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(Registrant)
Date December 10, 2002
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By
/s/Peter R. Bible
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(Peter R. Bible,
Chief Accounting Officer)
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