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 will be posted on Hughes' internal website as an employee
communication:
REGULATORY APPROVAL PROCESS
In an effort to keep employees apprised of the regulatory approval process for
the HUGHES/EchoStar merger, we have compiled a brief description of that
process. There are four major regulatory milestones that must be reached as part
of the transaction. Each may require a number of months to complete.
Our lawyers have provided an estimate of nine to twelve months to obtain all of
the necessary regulatory approvals. Please note that this is only an estimate
and that there are a number of factors that can influence the time required.
1. HART-SCOTT-RODINO (HSR) ANTITRUST CLEARANCE
The parties to the transaction must make filings with the government for
antitrust clearance. The Department of Justice (DOJ) has 30 days after the
filing to either issue a second request for information or permit the merger to
proceed.
2. INTERNAL REVENUE SERVICE (IRS)
GM will seek a private letter ruling from the IRS to the effect that, among
other things, the separation of HUGHES from GM will be tax-free to GM and its
shareholders for U.S. Federal Income Tax purposes. This is the same process as
that used in connection with the separation of Hughes Defense from GM in 1997.
3. SECURITIES AND EXCHANGE COMMISSION (SEC)
GM must prepare a Proxy/Consent Solicitation Statement relating to the GM
stockholder vote on the proposed transactions, which will be filed together with
other SEC filings of HUGHES and EchoStar. The document will include a prospectus
relating to the issuance of HUGHES common stock in exchange for GM Class H
common stock. The document must be declared effective by the SEC prior to
seeking stockholder approval for these transactions, including for an amendment
of the GM Charter that enables the transactions.
4. FEDERAL COMMUNICATIONS COMMISSION (FCC)
GM, HUGHES and EchoStar must file with the FCC for approval to transfer control
of the FCC licenses held by HUGHES, EchoStar and their respective subsidiaries
to the combined company in connection with the merger. That process will involve
public notice and a public proceeding.
* * *
In connection with the proposed transactions, General Motors, Hughes and
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 the 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 8, 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
General Motors Corp. ("GM"), EchoStar Communications Corporation ("EchoStar"),
Hughes Electronics Corp. ("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.