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
The following was provided to DIRECTV customer service representatives:
DORIS SCRIPT
HUGHES/EchoStar Merger: Great News for DIRECTV Customers!
Update: January 7, 2002
- General Motors and EchoStar Communications Corp. have agreed to merge HUGHES
(including DIRECTV) with EchoStar.
- EchoStar owns the Dish Network
Merger information:
Until merger approved, it is business as usual at DIRECTV. The approval
process will likely take 9-12 months (Summer or Fall 2002).
If the merger is approved:
DIRECTV will continue to be the name you see. The merged company will be able
to offer you expanded services.
If a change in equipment is eventually needed as a result of the merger, it
won't take place until some time after the merger is approved and finalized. At
that time, any change in equipment that is necessary to allow the customer to
continue receiving his or her current DIRECTV services will be at no cost to the
customer.
For now:
The same DIRECTV service you love will continue, with even more enhancements
planned. As usual, if something changes we will do our best notify customers
in advance. Visit DIRECTV.com for more information as it becomes available.
Q AND A
WHY COMBINE THE DIRECTV AND DISH NETWORK SERVICES?
The merged company will bring you an unsurpassed television viewing experience
and allows us to accelerate our plans to roll-out new and enhanced programming
services. These added services will continue DIRECTV's tradition of providing
subscribers with a better alternative to cable.
WHAT SPECIFIC BENEFITS WOULD THE MERGER BRING?
We believe that the merged company will enable DIRECTV to provide an expanded
offering of services. Nothing is decided yet, but we hope to do things like the
following:
More Local channels in more cities.
Expanded high definition service.
Expanded pay per view selections and video on demand service.
Enhance our high-speed Internet service.
Expanded broadcasting capacity to launch new services no one else has ever
provided.
A more robust international channel line-up.
WILL DIRECTV OR DISH NETWORK EQUIPMENT BE THE NEW STANDARD?
No decision has been made on the equipment standard. But if you were to need new
equipment to get the DIRECTV services you currently enjoy, we would provide it
at no charge.
WHEN WILL THE COMPANIES MERGE?
The merger can't happen until we get various approvals. This could take at least
9 months. After approval and finalization of the merger, both services would
continue for some period of time as the process to make both services compatible
is implemented.
SHOULD I CONVERT TO DISH NETWORK NOW TO GET ON THEIR SYSTEM/TO GET A PARTICULAR
CHANNEL?
No. You picked DIRECTV for its clear advantages. If you changed now you would
miss out on all of DIRECTV's exclusive offerings. We are planning to include the
best services of both DIRECTV and Dish when we merge companies. So, you will
continue to enjoy the great programming you receive today, and more.
A DISH NETWORK DEALER/CABLE REPRESENTATIVE SAID I NEED TO CONVERT BECAUSE
DIRECTV HAD BEEN SOLD. IS THIS TRUE?
Not true. There's no need to switch. Your service will continue. If after the
merger is finalized you need new equipment to continue to receive your current
DIRECTV services, we'll provide it at no cost.
WILL DISH NETWORK START OFFERING NFL SUNDAY TICKET?
No. DIRECTV is still your exclusive provider of NFL Sunday Ticket.
WILL MY CITY GET LOCAL CHANNELS FROM THE NEW DIRECTV?
DIRECTV currently has plans to expand its local channel coverage before the end
of the year. The merger will further enhance DIRECTV's ability to offer expanded
local channel coverage. It is too early to tell which cities may benefit from
expanded coverage after the merger and to what extent the coverage will be
expanded.
WHEN WILL MORE INFORMATION BE AVAILABLE?
We don't anticipate any significant announcements about the merger until
regulatory approval is received. This is expected to occur in the Summer or Fall
of 2002. However, we will continue to update you about our expanded service
offerings as well as the merger progress on our website at DIRECTV.com/news or
periodically on our on-air customer information channel.
WHAT WILL HAPPEN TO THE SERVICES ASSOCIATED WITH ADVANCED DIRECTV RECEIVERS
(SUCH AS DIRECTV WITH TIVO, DIRECTV WITH ULTIMATETV)?
If a change in equipment is needed to continue to receive a service associated
with advanced DIRECTV Receivers, we will provide the equipment needed to
continue to receive such service at no cost to the customer.
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WHAT WILL HAPPEN TO DIRECTV'S HIGH DEFINITION SERVICES?
Expansion of our High Definition service offerings is one option we will explore
when the merger is finalized. In addition, if a change in equipment is needed to
allow a customer currently receiving High Definition services to continue to
receive those services after the merger, we will provide the equipment at no
cost.
I'M A DISH NETWORK CUSTOMER, HOW WILL THE PROPOSED MERGER AFFECT MY SERVICE?
Please continue to contact EchoStar Communications with any questions you have
about your satellite system and service.
Stick with the points above.
Do not speculate or ad lib about this announcement.
business-communication-
(C)2001 DIRECTV, Inc. All rights reserved.
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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 GM. Such documents
are not currently available.
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 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 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,
EchoStar, 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.
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