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
This document was provided to DIRECTV sales staff on January 7, 2002 in
preparation for the 2002 Consumer Electronics Show:
CONSUMER ELECTRONICS SHOW
JANUARY 8-11, 2002
DIRECTV
KEY MESSAGES TAKE-AWAY
This document is designed to help you get the word out about DIRECTV's positive
activities. We hope this helps you to communicate how we are focused on DIRECTV,
the DIRECTV brand, the company and its business as well as all of our customers.
This document is also designed to assist you with answers to commonly asked
questions, particularly about misperceptions surrounding the pending merger
between DIRECTV's parent company, HUGHES Electronics and EchoStar
Communications, the parent company of the Dish Network.
KEY MESSAGES:
DIRECTV'S BUSINESS REMAINS STRONG
An experienced management team focused on moving the company forward is in
place. In the second half of 2001, DIRECTV has:
o Shown major improvements in all operational areas in a relatively short
amount of time;
o Added 425,000 net new subscribers in the third quarter of 2001, nearly
double what Wall Street anticipated we'd do;
o Reduced piracy & -churn;
o And, as a result, reduced our overall subscriber acquisition costs.
NOW IS THE BEST TIME TO BECOME A DIRECTV SUBSCRIBER
Why? Because:
o DIRECTV offers more channels than ever with expanded local channel
coverage. DIRECTV now offers virtually every local channel in 41
metropolitan markets and we are launching local channels in 10
additional markets this year.
o Beginning February 1, DIRECTV will offer new customers three free
months of HBO and Cinemax (12-month commitment to TOTAL CHOICE
required). Coupled with free standard installation, this represents a
$150.00 value.
o DIRECTV offers exclusive programming like the NFL SUNDAY
TICKET(TM)package that is not available on cable.
DIRECTV CONTINUES TO BE AMERICA'S LEADING SATELLITE BROADCASTER
o We launched this business and brought the first real competition to
cable. In addition to expanded local channel coverage, DIRECTV is:
o Expanding our local channel offerings to 10 additional markets this
year;
o Streamlining and simplifying our programming packages to offer
customers even more value;
o Expanding our overall programming offerings;
o Offering more interactive programming; and
o Continuing to provide enhanced services like TiVo and UltimateTV.
DIRECTV'S FUTURE IS BRIGHT
It's about:
1) More choice
2) More services
3) More for your money
QUESTIONS & ANSWERS
I'M THINKING OF GETTING THE DIRECTV(R) SERVICE. SHOULD I WAIT?
Now is a great time to get DIRECTV. We offer a wide array of programming, some
of it not available on cable, such as our NFL SUNDAY TICKET(TM). We also have a
variety of customer incentives. Beginning February 1, new customers can receive
three free months of HBO and Cinemax (12-month commitment to TOTAL CHOICE
required). Coupled with free standard installation, this represents a $150.00
value.
I'M A DIRECTV CUSTOMER. SHOULD I CONVERT TO DISH NETWORK NOW?
No. There's no need to switch. Your service and DIRECTV will continue
regardless. If after the merger is finalized you need new equipment to continue
to receive your current DIRECTV service, we'll provide it at no additional cost.
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 continue to receive the DIRECTV services you currently enjoy, we
would provide it at no additional cost.
WILL MY CITY GET LOCAL CHANNELS FROM THE NEW DIRECTV(R) SERVICE AS A RESULT OF
THE MERGER?
DIRECTV has already begun expanding its local channel coverage in our existing
41 markets and we will launch local channels in 10 additional markets this year.
Although it is too early to tell exactly how many cities will benefit from
expanded coverage as a result of the proposed merger, the merger will further
enhance DIRECTV's ability to offer expanded local channel coverage in small and
mid-size markets.
WHEN WILL THE COMPANIES MERGE?
The merger can't happen until we receive various government approvals. This
could take at least nine 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.
WHY COMBINE THE DIRECTV(R) SERVICE AND DISH NETWORK SERVICE?
By joining forces, the merged company would be able to eliminate broadcasting
redundancies, freeing up hundreds of channels so we can offer many more
programming choices.
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WHAT SPECIFIC BENEFITS WOULD THE MERGER BRING?
We believe that the merged company will enable DIRECTV to expand its offerings.
Nothing has been decided yet, but we hope we will be able to offer things like
the following: o More local channels in more cities. o Expanded high definition
service. o More interactive television services o Expanded broadcasting capacity
to launch new services no one else has yet provided.
WHEN WILL MORE INFORMATION BE AVAILABLE?
We don't anticipate any significant announcements about the merger until
government approval is received. This is expected to occur in the summer or fall
of this year. However, we will continue to post updates about our expanded
service offerings and the merger progress on our Web site at DIRECTV.com/news
and periodically on our on-air customer information channel.
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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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