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
Media contacts: George Jamison
Hughes Electronics
(310) 662-9986
Judianne Atencio
EchoStar Communications
(303) 723-2010
The following press release was issued by Hughes Electronics and EchoStar
Communications:
EchoStar, DIRECTV Welcome Farm Bureau Support
LAS VEGAS, Jan. 9, 2002 -- The chief executives of EchoStar
Communications Corporation and DIRECTV, Inc., today thanked the American Farm
Bureau Federation for supporting the pending merger of the two companies while
speaking on a panel at the 2002 Consumer Electronics Show in Las Vegas.
"As the nation's largest and most influential farm organization, the
Farm Bureau's support is very significant," said Charlie Ergen, chairman and CEO
of EchoStar. "They clearly recognize the importance of this merger in bringing
enhanced satellite television service and local channels to 85 percent of U.S.
households to their more than 5 million members and their families. They also
recognize that the merger will help close the digital divide between urban and
rural America."
"The Farm Bureau clearly understands this proposed merger is key to
making broadband a reality for millions of rural residents," said Eddy
Hartenstein, chairman and CEO of DIRECTV. "We share their excitement that the
merger will allow us to rapidly develop an affordable satellite-based, two-way,
always-on, high speed Internet connection that will serve rural areas."
"The American Farm Bureau believes that the proposed merger is good for
rural America," stated Bob Stallman, president of American Farm Bureau
Federation, in the letter. "It will help revitalize rural communities and small
businesses and improve the quality of life for American farm and ranch
families."
Both EchoStar and DIRECTV started their businesses serving areas of the
country not served by cable television. Today, both companies continue to offer
uniform, nationwide pricing for television programming and have told Congress
that they are willing to commit to continue this practice. This means rural
customers benefit from competitive pricing occurring in urban settings.
Text of Dec. 27, 2001, letter from Bob Stallman, president of the
American Farm Bureau Federation, to the members of Congress:
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 cities
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.
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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.
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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 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
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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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