Filed by General Motors Corporation
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
The materials below were distributed on a CD-ROM:
SEC LEGEND
To view the contents of this CD, simply certify that you have read the
following.
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.
I have read the information above: [YES BUTTON] [NO BUTTON]
* * * *
[The following text is a transcript of the audio introduction to the CD-ROM that
is presented simultaneously with various video images and graphics.]
On October 28th, 2001, Echostar and Hughes Electronics announced a comprehensive
plan to merge - a merger providing many consumer benefits and consumer choice
for all Americans. Benefits of this merger are, among other things, local
channels for all Americans; a One Nation, One Rate Card plan; affordable
broadband for all Americans; and increased competition with entrenched cable
companies, which, according to the Consumer Federation of America, have raised
rates 43% in the last five years, faster than the rate of inflation.
The "Local Channels, All Americans" plan will ensure that consumers across the
contiguous United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality TV picture and CD-quality sound.
With the One Nation, One Rate Card plan, subscribers all across the country will
pay the same price for services regardless of location.
2
Moreover, we believe the merger will achieve a new level of vigorous competition
to incumbent operators. In addition, the merger will jumpstart new
satellite-based competition to cable modem and DSL offerings by providing
affordable, high-speed Internet access throughout America, including the most
rural areas, helping to eliminate the digital divide.
Benefits from the EchoStar/HUGHES merger will allow all Americans to receive
their local broadcast channels and national entertainment networks, affordable
high-speed Internet access and new, state-of-the-art interactive TV, the next
step in advancing technology.
* * * *
[LOGOS OF DIRECTV AND DISH NETWORK]
[LINK BUTTON] The Benefits of the EchoStar/HUGHES Merger
[LOGOS OF ECHOSTAR AND HUGHES] EchoStar Communications Corporation,
Hughes Electronics and General Motors believe that consumers will
reap tremendous benefits from the merger of EchoStar and HUGHES.
[LINK BUTTON] Local Channels, All Americans
[SATELLITE GRAPHIC] Consumers all across America will be able to view
their local broadcast channels via satellite.
[LINK BUTTON] One Nation, One Rate Card
[PHOTO OF A MAN ON A LADDER INSTALLING A DIRECTV SATELLITE DISH ON
THE SIDE OF A HOUSE] In all 50 states consumers are protected by one
uniform price for service - guaranteed!
[LINK BUTTON] Working to Eliminate the "Digital Divide"
[PHOTO OF A PERSON USING A COMPUTER IN A RURAL SETTING] Broadband via
Satellite is the best solution for bringing high speed Internet
access to rural Americans.
[LINK BUTTON] Merger Benefits Interactive U.S. Map
[MAP GRAPHIC]
[LINK BUTTON] Supporters
[GRAPHIC OF SUPPORT LETTERS] Read letters from supporters of the
EchoStar/HUGHES Merger
Replay Video Contacts QUIT
* * * *
3
EchoStar - HUGHES
Merger Benefits
local.BENEFITS
[LOGOS OF DIRECTV AND DISH NETWORK]
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
EchoStar Communications, HUGHES Electronics and General Motors believe that
consumers will reap tremendous benefits from the merger of
the businesses of EchoStar and HUGHES. The companies' two multichannel
television entertainment services DISH Network and DIRECTV today each transmit a
total of more than 500 identical channels. Consumers will benefit from the
massive increase in Direct Broadcast Satellite (DBS) capacity that will result
from the elimination of this duplicative programming. Indeed, as a direct result
of the completion of this merger, consumers across the contiguous United States,
Alaska and Hawaii will have access to local broadcast channels with
digital-quality television picture and near CD-quality sound in every one of the
210 television markets covering the country.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers were held to analyze the technical and economic feasibility of a
"Local Channels, All Americans" plan by which the merged company could offer
every U.S. consumer access to satellite-delivered local television signals.
After an exhaustive examination of each company's spectrum and satellite assets,
the engineers determined that this plan could become a reality. In a satellite
application filed February 25, 2002, with the Federal Communications Commission,
EchoStar and HUGHES detailed a technically and
commercially feasible plan to build, launch and operate a new spot-beam
satellite. 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, the new satellite
will allow the new company to broadcast local channels in all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with
must-carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available free of charge to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
Consumers across the country will pay the same price for services delivered by
4
the merged DBS service, i.e., one nation, one rate card, regardless of a
subscriber's location.
The merged company also will potentially establish itself as a source of
meaningful satellite-based broadband competition, fulfilling the mission to
provide affordable high-speed Internet access to all of America, including the
most rural areas of the country. The "digital divide" in the United States is
real: some 40 million households in the United States do not have access to
high-speed Internet and data services, in large part due to the high cost of
wiring homes for these services in less densely populated areas.
Combined, EchoStar and HUGHES potentially will be in a position to create a more
robust satellite platform that will liberate these digital "have nots" by being
able to serve every household in the country. Efficiencies from the combined
companies will provide the subscriber base and financial means to move current
satellite broadband offerings from their status as expensive "niche" services to
a more competitive price point for consumers.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators and will not have anticompetitive
effects in any market. The benefits from this merger will allow all Americans to
receive their full complement of local channels and national entertainment
networks and will provide a new source of meaningful satellite-based broadband
competition.
Local Channels, All Americans
One Nation, One Rate Card
Working to Eliminate the "Digital Divide"
True Competition for 107 Million Households
BACK QUIT
* * * *
EchoStar - HUGHES
Merger Benefits
local.CHANNELS
[LOGOS OF DIRECTV AND DISH NETWORK]
LOCAL CHANNELS, ALL AMERICANS
5
The merger is all about efficiency. It will allow the combined company to
reclaim the spectrum currently used for the duplicate broadcasting of more than
500 identical channels, the key to many of the benefits the merger will bring to
consumers.
With the increased capacity, DIRECTV and DISH Network engineering teams have
developed a system that is technologically feasible and economically viable for
the merged company to deliver full local broadcast service, in all 210
television markets, including full compliance with federal must-carry
provisions. The combination of DIRECTV and DISH Network will enable a fully
competitive cable alternative - DBS service with local channels delivered via
satellite - in EVERY television market in the country, including Alaska and
Hawaii.
Bottom line, satellite-delivered local channels will be available through DBS -
just as they are through cable - in areas where such competition was absent
before the merger.
BACK QUIT
* * * *
EchoStar - HUGHES
Merger Benefits
RATES
[LOGOS OF DIRECTV AND DISH NETWORK]
ONE NATION, ONE RATE CARD
Consumers across the country will pay the same price for services delivered by
the merged company, i.e., one nation, one rate card, regardless of a
subscriber's location. This means that customers in rural America can rest
assured that they will pay the same monthly rate as customers in big cities
where competition with cable companies is more prevalent. This pricing structure
extends the benefits of competing with cable companies in urban areas to those
who live in the most remote areas.
BACK QUIT
* * * *
EchoStar - HUGHES
Merger Benefits
digital.DIVIDE
[LOGOS OF DIRECTV AND DISH NETWORK]
6
WORKING TO ELIMINATE THE "DIGITAL DIVIDE"
The proposed merger will help close the so-called "digital divide" that exists
between urban and rural residents by providing a platform that can deliver
high-speed Internet access to ALL Americans.
The merged company also potentially will establish itself as a source of
meaningful satellite-based broadband competition, fulfilling the mission to
provide affordable high-speed Internet access to all of America, including the
most rural areas of the country. The "digital divide" in the United States is
real: some 40 million households in the United States do not have access to
high-speed Internet and data services, in large part due to the high cost of
wiring homes for these services in less densely populated areas.
Combined, EchoStar and HUGHES potentially will be in a position to create a more
robust satellite platform that will liberate these digital "have nots" by being
able to serve every household in the country. Efficiencies from the combined
companies will provide the subscriber base and financial means to move current
satellite broadband offerings from their status as expensive "niche" services to
a more competitive price point for consumers.
BACK QUIT
* * * *
EchoStar - HUGHES
Merger Benefits
Map
[LOGOS OF DIRECTV AND DISH NETWORK]
[MAP OF THE UNITED STATES]
Local Benefits, All Americans
Consumers throughout America will be able to view their local broadcast stations
via satellite.
Mouse over the map to see how the merger will effect you. [State information
pops up on map.]
[Pop up information for all 50 states was previously filed on Form 425 on July
19, 2002.]
7
[LINKS TO STATE-SPECIFIC BOOKLETS OF ALL 50 STATES AND A U.S. BOOKLET]
[All 50 state booklets and a U.S. booklet were previously filed on Form 425 on
February 27, 2002 and July 19, 2002.]
* * * *
EchoStar - HUGHES
Merger Benefits
SUPPORTERS
[LOGOS OF DIRECTV AND DISH NETWORK]
Below is a partial list of supporters. Click on the links below to see what they
have to say about the proposed merger between EchoStar and HUGHES.
[Letters from supporters were previously filed on Form 425 on July 12, 2002 and
July 19, 2002.]
Neither EchoStar Communications Corporation, ("EchoStar"), General Motors
Corporation ("GM"), HEC Holdings, Inc. ("Hughes Holdings") nor Hughes
Electronics Corporation ("Hughes") prepared these statements and neither
EchoStar, GM, Hughes Holdings nor Hughes has verified the accuracy of any
particular statement made in these letters.
* * * *
EchoStar - HUGHES
Merger Benefits
CONTACTS
[LOGOS OF DIRECTV AND DISH NETWORK]
CONTACT INFORMATION
-------------------
Government Relations: EchoStar Communications
Karen Watson
202-293-0981
Karen.Watson@echostar.com
8
DIRECTV
Merrill Spiegel
202-624-2200
msspiegel@directv.com
Media Relations: EchoStar Communications
Marc Lumpkin
303-723-2020
marc.lumpkin@echostar.com
HUGHES Electronics
George Jamison
310-662-9986
George.Jamison@hughes.com
BACK QUIT
9