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 are materials distributed by Hughes and GM on January 17, 2002:
ECHOSTAR AND DIRECTV - IMPROVING CHOICE AND VARIETY
FOR THE HISPANIC COMMUNITY
THE MERGER
o The proposed merger between EchoStar's DISH Network and Hughes
Electronics' DIRECTV would allow the combined company to offer an even
greater variety of Spanish-language programming than is offered today.
Currently, the two companies carry largely duplicative programming,
thereby inefficiently utilizing limited spectrum. The merger would free up
this limited spectrum and enable the new company to launch more
independent networks that otherwise could not be carried, like those that
carry programming from Caribbean, Latin American, and South American
countries.
o The combined company will also be able to offer local broadcast stations
in up to 100 local TV markets, some of which include Univision, Telemundo,
and Telefutura stations. In addition, the economies of scale achieved by
the merger will support a competitively priced, high-speed Internet
service via satellite, helping bridge the digital divide.
EMPLOYEES
o EchoStar employs more than 2,300 Hispanic employees representing about 20%
of the entire workforce. These employees work at all levels, with the
majority serving as bilingual installers and customer service
representatives. EchoStar's El Paso, TX Call Center, launched in January
2000, has 1,750 employees, of which 80% are Hispanic and bilingual.
o More than 800 bilingual customer service, technical support, and sales
jobs have been created to support the DIRECTV PARA TODOS(TM) and DIRECTV
English-language services.
PROGRAMMING
o EchoStar's DISH Network and DIRECTV offer more television viewing options
for Spanish-dominant and bilingual households in the U.S. than any cable
television system. Before the launch of the DISH Latino and DIRECTV PARA
TODOS(TM) Spanish-language packages, the only television programming
available for Spanish speaking consumers was Univision and Telemundo, and
those channels were only available in limited markets.
o Many of the fastest growing Hispanic markets (e.g., Raleigh-Durham,
Greenville, NC) do not have local off-air Univision or Telemundo
affiliates. In many cases, the only way Hispanic households in these
markets can keep in touch with their language and culture is through the
Spanish-language offerings of EchoStar and DIRECTV.
o EchoStar offers 3 Spanish language packages:
>> DISH Latino includes 22 Spanish-language channels for $20.99 per
month
>> DISH Latino Dos includes 22 Spanish-language and 22 English channels
for $31.99 per month
>> DISH Latino Max includes 22 Spanish-language and over 60 English
channels for $39.99 per month
o DIRECTV offers 6 bilingual packages:
>> Opcion Extra Especial(R)includes more than 125 Spanish and English
channels for $31.99 per month
>> Opcion Extra Especial(R)with Local Channels for $37.99 per month
>> Opcion Ultra Especial(TM)includes more than 145 Spanish and English
channels for $35.99 per month
>> Opcion Ultra Especial(TM)with Local Channels for $39.99 per month
>> Opcion Premier(TM)includes Opcion Ultra Especial(TM), HBO(R),
Cinemax, STARZ!(R), SHOWTIME(R)and Sports Pack, more than 200
channels for $81.99 per month
>> Opcion Premier(TM)with Local Channels for $85.99 per month
o In 17 markets for EchoStar, and 16 markets for DIRECTV, at least one of
the local Spanish language broadcasters UNIVISION, TELEMUNDO, and
TELEFUTURA is included in the local station package available to
subscribers for $5.99 per month.
o EchoStar offers the Spanish-language public interest channel HISPANIC
INFORMATION & TELECOMMUNICATIONS NETWORK (HITN). HITN's programming
provides a cultural and educational link between the nation's fastest
growing ethnic group and an increasingly complex American society.
Offering Spanish-language television services, HITN was the first Hispanic
Network of Public Television. In addition, DIRECTV offers CLARA+VISION and
EWTN RED GLOBAL CATOLICA (ETERNAL WORD TELEVISION NETWORK). Clara+Vision
promotes the well being of the entire family by focusing on cultural,
artistic, educational and moral issues. EWTN is a global Catholic network
with Spanish programming from more than a dozen countries.
o EchoStar has reached an agreement with the second largest Mexican
broadcaster, TV AZTECA (Canal 13), to bring news, sports and entertainment
programming direct from Mexico.
RETAILERS
o There are more than 1,400 Hispanic retailers across the country selling
the DISH Network.
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.