Filed by General Motors Corporation
Subject Company - General Motors Corporation,
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.: 001-00143
BENEFITS TO AMERICANS FROM A COMBINED ECHOSTAR/DIRECTV:
MORE SERVICES, MORE CHOICES, COMPETITIVE PRICES
A STRONGER COMPETITOR TO THE CABLE MONOPOLY MEANS:
o MORE SERVICES. The two companies currently send duplicate transmissions of
approximately 100 national channels and about 250 local television
stations. The merger will enable the new company to eliminate these
duplicate transmissions, freeing up spectrum. As a result, the new company
will be able to offer local broadcast stations in more local markets, as
well as offer a greater variety of new programming and services, such as
video-on-demand and HDTV.
o MORE CHOICES. Currently both DBS providers are able to offer local
television stations in approximately the top 40 markets. The merger would
enable the new company to offer local television stations in more markets
than each company would be able to offer alone. As a result, more TV
households would have a fully competitive DBS alternative. This would
force the cable industry to improve service offerings as the DBS services
evolve.
o COMPETITIVE PRICES. The merged company will be substantially more
competitive with cable, enabling it to serve as a market-based
constraint on cable price increases. In addition to the consumer
benefits of more interactive and data services, including high-speed
Internet service, and more local television stations in more markets,
the merged company also will be more competitive as a result of lower
costs for programming, administration and subscriber acquisition.
RURAL AMERICANS WILL BE BETTER SERVED:
o BETTER SERVICES, INCLUDING BROADBAND. The merged company will bridge
the digital divide and accelerate the deployment of advanced
broadband and interactive services and products, most importantly
high-speed Internet access, a tremendous benefit for rural
communities where cable modems and DSL are not likely to be available
soon. High-speed Internet service is not available in 25% of the
nation. (Source: FCC as of 12/31/2000) The merged company, having the
benefits of increased subscribership, will become more
price-competitive with DSL and cable modem service.
o MORE CHOICES. Serving more markets through efficient use of spectrum means
more local television stations in more markets, in addition to more HDTV
programming and true video-on-demand, which rural customers are not able
to get from another source.
In connection with the proposed transactions among Hughes Electronics
Corporation ("Hughes"), General Motors Corporation ("GM") and EchoStar
Communications Corporation ("EchoStar"), Hughes, GM and 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. Information regarding the interests of the participants
in the solicitation was filed with the SEC on October 29, 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
General Motors Corp. ("GM"), EchoStar Communications Corporation ("EchoStar"),
Hughes Electronics Corp. ("Hughes"), 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.