Filed by HEC Holdings, Inc.
Subject Company - General Motors Corporation
and Hughes Electronics Corporation
and EchoStar Communications 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.: 333-84472
EchoStar - DIRECTV: The Nation's Leading Distributors of
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Religious and Family Programming
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June 27, 2002
EchoStar's DISH Network and Hughes Electronics' DIRECTV today offer the largest
number of religious and family programming and individual religious shows
available across the United States.
Though we believe the proposed merger of the two companies will be of great
benefit to the religious broadcasting community, a small group of ministers is
distributing a petition that argues otherwise. We feel it necessary to set the
record straight.
1. Opponents' claim: EchoStar has fought against laws to carry religious
broadcasters.
FACT: EchoStar fought vigorously and successfully for the Satellite Home
Viewer Improvement Act of 1999 to allow satellite TV broadcasters to
carry local TV channels, which in turn provide broadcast
opportunities to the religious communities that would otherwise not
exist. Today, EchoStar and DIRECTV offer local TV channels in more
than 40 metropolitan areas and include religious broadcasters, where
available, in each of those areas.
2. Opponents' claim: EchoStar wants to revoke the privileges of all those who
currently watch Christian television on satellite or cable TV.
FACT: EchoStar has always complied with the must carry rules and now that
the U.S. Supreme Court has decided to not revisit the issue, EchoStar
will continue to comply with must carry rules. This means that the
new EchoStar will continue to carry all local channels in each local
area where it delivers local TV channels via satellite, including
local religious channels. After the merger, with the delivery of
local channels to all 210 TV markets, the new company will be the
nation's largest provider of local religious broadcasters.
3. Opponents' claim: EchoStar announced its intention to drop ABC Family.
FACT: EchoStar never dropped ABC Family from its lineup since it originally
launched as the Family Channel several years ago. Today, EchoStar and
DIRECTV have solid agreements in place with ABC Family for continued
carriage.
4. Opponents' claim: In rural areas, viewers would not have a choice if the
merger is approved.
FACT: Consumers in rural America today have little or no choice for getting
local TV channels via cable or satellite and little or no choice for
getting affordable broadband Internet service. With the merger,
consumers in rural America will receive both via satellite.
FACT: The majority of the ministers that have initiated petitions against the
merger have religious TV shows that are currently carried by EchoStar or
DIRECTV. The merger will provide the new company more capacity to offer more
services such as these.
###
In connection with the proposed transactions, General Motors Corporation ("GM"),
HEC Holdings, Inc. ("Hughes Holdings") and EchoStar Communications Corporation
("EchoStar") have filed amended preliminary materials with the Securities and
Exchange Commission ("SEC"), including a Registration Statement of Hughes
Holdings on Form S-4 that contains a consent solicitation statement/information
statement/prospectus. These materials are not yet final and will be further
amended. Holders of GM $1-2/3 and GM Class H common stock are urged to read the
definitive versions of these materials, as well as any other relevant documents
filed or that will be filed with the SEC, as they become available, because
these documents contain or will contain important information. The preliminary
materials, the definitive versions of these materials and other relevant
materials (when they become available), and any other documents filed by GM,
Hughes Electronics Corporation ("Hughes"), Hughes Holdings or EchoStar with the
SEC may be obtained 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 GM.
GM 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 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 amended preliminary consent solicitation statement/information
statement/prospectus filed with the SEC and the definitive consent solicitation
statement/information statement/prospectus 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,
EchoStar, Hughes, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes, Hughes Holdings 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
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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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FACT SHEET: ECHOSTAR - DIRECTV OFFER RELIGIOUS/FAMILY PROGRAMMING
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June 27, 2002
EchoStar's DISH Network and Hughes Electronics' DIRECTV offer via satellite the
most comprehensive lineup of religious and family programming available across
the United States.
RELIGIOUS PROGRAMMING:
o 12 video and audio channels dedicated to religious programming are
available through DISH Network and DIRECTV programming packages. (See
attached list)
o 36 channels devoted to religious video and audio content from Dominion's
SkyAngel TV service, which is delivered through EchoStar satellites and
hardware. Popular ministers offered by EchoStar or DIRECTV include Dr.
John Hagee, Rev. Kenneth Copeland, Rev. Jesse Duplantis, Rev. Joyce Meyer,
Dr. Creflo Dollar, Pastor Rod Parsley and other favorites like Paul and
Jan Crouch. The denominations include Catholic, Mormon, Christian, African
American Christian, Hispanic Ministries, Southern Gospel, Jewish
programming and more.
o These channels represent hundreds of ministries and more than a thousand
hours of religious programming each day that are available to nearly 18
million customers across the nation. Many of these ministries are not
carried by cable and can only be seen by viewers who have a satellite
dish, especially in rural areas.
FAMILY PROGRAMMING: EchoStar and DIRECTV provide over 40 channels dedicated to
family entertainment and educational programming, including carriage of ABC
Family, Animal Planet, Discovery Channel, Disney Channel, Nickelodeon and more.
MERGER WILL PROVIDE MORE CHANNEL CAPACITY:
The pending merger of EchoStar and HUGHES will allow the new company to end the
duplicate broadcasting of programming, including the religious channels carried
today by EchoStar and DIRECTV. By freeing up channel space, the new EchoStar
will have the ability to offer more programming, including family and religious
video and audio programming.
EchoStar and DIRECTV are also complying with must carry rules and provide all
local TV stations, as required by law, including local religious channels, in
each market where they offer local TV channels via satellite. The number of
local religious channels carried by EchoStar and DIRECTV will continue to
increase as we expand our local channel offerings to more cities. After the
merger of EchoStar and Hughes, the new company will provide local TV channels,
including local religious stations, to all 210 TV markets in the country.
The new EchoStar is committed to continuing the diversity of programming offered
via satellite TV today. For more information, visit the websites of DISH
Network, Trinity Broadcasting Network or SkyAngel.
NATIONAL RELIGIOUS PROGRAMMING NOW CARRIED BY ECHOSTAR AND DIRECTV
Trinity Broadcasting Network - Radio Maria (Spanish)
(World's Largest Christian Network) Radio Maria (Polish)
Eternal Word Television Network - Radio Maria (Italian)
(World's Largest Catholic Network) Word Network
Eternal Word Television Network - Clara+Vision
(en Espanol) Inspirational Life
Angel One Daystar
The Church Channel
LIST OF FAMILY/CHILDREN'S PROGRAMMING CARRIED BY ECHOSTAR AND DIRECTV
ABC Family Lifetime Movie Network
Noggin Travel Channel
Nickelodeon Univision
Nick at Nite (East and West) Galavision
Disney East National Geographic Channel
Disney West PBS
Boomerang PBS Kids
Toon Disney Bravo
Nick Games and Sports Food Network
The Learning Channel TechTV
Discovery Kids We (Women's Entertainment)
Discovery Channel HGTV
Animal Planet A&E Network
PAX TV
Hallmark Channel
WAM
TV Land
The Cartoon Network
HBO Family
The Science Channel
Discovery Wings
Discovery Civilization
Discovery Health
Discovery Home & Leisure Channel
StarZ Westerns
Biography
History Channel
History International
Lifetime
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In connection with the proposed transactions, General Motors Corporation ("GM"),
HEC Holdings, Inc. ("Hughes Holdings") and EchoStar Communications Corporation
("EchoStar") have filed amended preliminary materials with the Securities and
Exchange Commission ("SEC"), including a Registration Statement of Hughes
Holdings on Form S-4 that contains a consent solicitation statement/information
statement/prospectus. These materials are not yet final and will be further
amended. Holders of GM $1-2/3 and GM Class H common stock are urged to read the
definitive versions of these materials, as well as any other relevant documents
filed or that will be filed with the SEC, as they become available, because
these documents contain or will contain important information. The preliminary
materials, the definitive versions of these materials and other relevant
materials (when they become available), and any other documents filed by GM,
Hughes Electronics Corporation ("Hughes"), Hughes Holdings or EchoStar with the
SEC may be obtained 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 GM.
GM 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 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 amended preliminary consent solicitation statement/information
statement/prospectus filed with the SEC and the definitive consent solicitation
statement/information statement/prospectus 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,
EchoStar, Hughes, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes, Hughes Holdings 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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