Filed by General Motors 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
Subject Companies: Hughes Electronics Corporation
General Motors Corporation
Commission File No. 333-105851
Commission File No. 333-105853
GM Plans To Seek Stockholder Approval For Hughes Transactions
Stockholders To Receive Solicitation Documents In Early September
NEW YORK - (August 22, 2003) General Motors Corp. (NYSE: GM, GMH) announced
today that in early September it plans to begin seeking GM stockholder approval
of its proposal to split off its wholly owned subsidiary, Hughes Electronics
Corporation, and sell its approximate 19.8 percent interest in Hughes to News
Corporation (NYSE: NWS, NWS.A). As part of the transaction, News Corp. would
acquire additional Hughes stock from the former GM Class H common stockholders
to bring its total holdings to 34 percent. GM expects that it could receive
stockholder consent in early October.
The announcement came after the Securities and Exchange Commission (SEC)
declared effective the registration statements that contain the consent
solicitation statement/prospectuses by which GM will solicit GM stockholder
consent for these previously announced transactions.
Holders of record of GM $1-2/3 par value and GM Class H common stocks as of
August 1, 2003 are eligible to vote on these transactions.
GM, Hughes and News Corp. continue to seek other necessary approvals in order to
close these transactions in late 2003 or early 2004. The transactions remain
subject to regulatory clearance under the Hart-Scott-Rodino Act and by the U.S.
Federal Communications Commission.
Completion of the transactions is also contingent on other conditions, including
the receipt of a favorable ruling from the Internal Revenue Service that the
split-off of Hughes from GM would be tax-free to GM and holders of GM Class H
common stock for U.S. federal income tax purposes.
In connection with the proposed transactions, GM, Hughes, and News Corp. today
filed definitive materials with the SEC, including a definitive GM Proxy
Statement on Schedule 14A; a Hughes Registration Statement on Form S-4; and a
News Corp. Registration Statement on Form F-4 - each containing a consent
solicitation statement of GM, a prospectus of Hughes, and a prospectus of News
Corp. Investors and security holders are urged to read these materials, as well
as any other relevant documents filed or that may be filed with the SEC, as they
become available, because these documents contain or will contain important
information.
General Motors (NYSE: GM), the world's largest vehicle manufacturer, designs,
builds and markets cars and trucks worldwide, and has been the global automotive
sales leader since 1931. More information on GM can be found at www.gm.com.
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The materials filed on August 21, 2003 and other relevant materials (when they
become available) and any other documents filed by GM, Hughes or News Corp. with
the SEC, may be obtained without charge at the SEC's website at www.sec.gov. In
addition, the definitive consent solicitation statement contains information
about how GM stockholders may obtain transaction-related documents without
charge directly from GM.
GM and its directors and executive officers, and Hughes and its directors and
executive officers, may be deemed to be participants in the solicitation of
proxies or consents from the holders of GM $1-2/3 par value common stock and GM
Class H common stock in connection with the proposed transactions. Information
about the directors and executive officers of GM and their ownership of GM stock
is set forth in the proxy statement for GM's 2003 annual meeting of
shareholders. Participants in GM's solicitation may also be deemed to include
certain persons whose interests in GM or Hughes are not described in the proxy
statement for GM's 2003 annual meeting. Information regarding these persons and
their interests in GM and/or Hughes was filed pursuant to Rule 425 with the SEC
by each of GM and Hughes on April 10, 2003. Investors may obtain additional
information regarding the interests of such participants by reading the
definitive consent solicitation statement of GM / prospectus of Hughes /
prospectus of News filed with the SEC on August 21, 2003.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, 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 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 and/or News Corp. to differ materially, many of which are beyond the
control of GM, Hughes or News Corp. include, but are not limited to, the
following: (1) operating costs, customer loss and business disruption,
including, without limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers, which may be greater than expected
following the transaction; (2) the regulatory approvals required for the
transaction may not be obtained on the terms expected or on the anticipated
schedule; (3) the effects of legislative and regulatory changes; (4) an
inability to retain necessary authorizations from the FCC; (5) 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; (6) the introduction of new technologies and
competitors into the subscription television business; (7) changes in labor,
programming, equipment and capital costs; (8) future acquisitions, strategic
partnerships and divestitures and the ability to access capital to maintain
financial flexibility; (9) general business and economic conditions; and (10)
other risks described from time to time in periodic reports filed by GM, Hughes
or News Corp. with the SEC. Those other risks relating to Hughes include, but
are not limited to, the uncertainties regarding the operations of DIRECTV Latin
America, LLC, Hughes' 75% owned subsidiary, which is currently operating under
Chapter 11 bankruptcy proceedings, and the performance of Hughes satellites. 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",
"outlook", "objectives", "strategy", "target", 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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