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
General Motors Corporation has distributed to certain members of the media
copies of the following letter from the American Farm Bureau Federation to
members of Congress.
* * * *
[AMERICAN FARM BUREAU FEDERATION LOGO]
AMERICAN FARM BUREAU FEDERATION
225 Touhy Avenue o. Park Ridge o Illinois o 60068 o (847) 685-8600 o Fax (847)
685-8896 600 Maryland Avenue, S.W. o Suite 800 o Washington, D.C.o. 20024 o
(202) 484-3600 o Fax (202) 484-3604 Internet: http://www.fb.com
December 27, 2001 (SENT TO FULL HOUSE AND FULL SENATE)
The Honorable ((FIRST)) ((LAST))
((ADDRESS))
((ROOM))
Washington, D.C. ((ZIP))
Dear Representative/Senator ((LAST)):
The American Farm Bureau Federation believes that the proposed merger between
DirecTV and EchoStar Communications will provide great benefits to rural
America, making broadband services available to millions of rural residents and
expanding local broadcast coverage.
The proposed merger will help make the first broadband satellite
telecommunications system a reality for many rural areas starved for high speed
Internet access. As noted in the joint study by the National Telecommunications
and Information Administration (NTIA) and the Rural Utility Service (RUS).
Advanced Telecommunications in Rural America, April, 2000, less than five
percent of small towns and rural communities have access to the two dominate
broadband technologies offered by local exchange carriers and cable companies
while each of those technologies are available to more than half of all cites
with more than 100,000 in population.
That same report specifically points to the potential of satellite technology as
an essential element of bringing broadband to many rural and high-cost areas:
"Satellites may therefore be an attractive alternative for remote locations that
cannot be economically connected via other last-mile technologies. These systems
are not constrained by distance and offer the opportunity to leap directly to
broadband service without upgrading existing terrestrial communications
infrastructure." If the merger is approved, the combined entity will have the
ability to deliver high speed Internet access via satellite to virtually any
rural resident.
Farmers, ranchers, small businesses and rural residents, in general, live in
circumstances where weather and news are an essential part of their everyday
lives. Rural residents rely upon local broadcasters to keep them informed,
especially regarding the weather. This proposal will significantly advance the
goal of delivering local-to-local broadcasting to more rural markets. The
spectrum efficiencies achieved by combining the capacity of EchoStar
Communications and DirecTV will enable the combined entity to deliver local
broadcast signals to more than 100 markets -- a significant expansion of today's
circumstances where only about 40 local markets are able to receive
local-to-local broadcast signals via satellite.
For these reasons, the American Farm Bureau Federation believes that the
proposed merger is good for rural America. It will help revitalize rural
communities and small businesses and improve the quality of life of American
Farm and ranch families.
We urge you to support the EchoStar-DirecTV merger.
Sincerely,
/s/ Bob Stallman
Bob Stallman
President
[Legend attached by General Motors]
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.