UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported) November 21, 2003
GENERAL MOTORS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
STATE OF DELAWARE 38-0572515
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
300 Renaissance Center, Detroit, Michigan 48265-3000
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (313) 556-5000
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ITEM 5. OTHER EVENTS
On November 21, 2003, Hughes Electronics Corporation ("Hughes") (a
wholly-owned subsidiary of General Motors Corporation), and its wholly-owned
subsidiary, DIRECTV, Inc. ("DIRECTV") issued the following press release:
DIRECTV President Roxanne Austin Elects to Leave Company
Upon Completion of Hughes/News Corp. Transaction
EL SEGUNDO, CA, Nov. 21, 2003 - Roxanne Austin, president and chief
operating officer of DIRECTV, Inc., and executive vice president of Hughes
Electronics Corporation, today announced that she has elected to leave the
Company upon completion of The News Corporation's acquisition of 34 percent of
HUGHES common stock. DIRECTV is a unit of HUGHES.
"I am very proud of what we have accomplished at DIRECTV in the past two
years," said Austin. "Serving as DIRECTV's president and COO has been
tremendously rewarding. I care deeply about DIRECTV and its future success, but
with this imminent transition I am taking the opportunity to pursue my long-term
career goals and move on to new endeavors."
Austin was named DIRECTV president and COO in June 2001. Under Austin's
leadership, DIRECTV has made material financial and operational improvements.
- DIRECTV's revenue has increased 37 percent from $5.5 billion in 2001 to a
projected $7.6 billion in 2003.
- From the third quarter of 2001 through the third quarter of 2003, DIRECTV
subscriber growth has increased by 34 percent, as it has added more than
2.6 million net new customers.
- DIRECTV's customer churn has been reduced from a monthly rate of 1.8
percent in 2001 to an industry-leading current level of 1.5 percent, a 17
percent improvement.
- Operating profit before depreciation and amortization increased by
approximately $780 million or over 360 percent from 2001 to 2003.
- Net income has increased $378 million from a loss of $178 million in 2001
to a projected profit of $200 million in 2003.
- Annual cash flow improved from a negative $403 million in 2001 to a
projected positive $400 million in 2003.
- DIRECTV ranked "#1 in Customer Satisfaction among Satellite/Cable TV
Subscribers" in 2002 and 2003 by J.D. Power and Associates.
"I want to thank Roxanne for her effective leadership through a very
challenging period and difficult circumstances at DIRECTV," said Chase Carey,
CEO-designee of HUGHES. "She brought a singular focus and boundless energy to
DIRECTV that has improved its performance in the last two years and positioned
it for future growth. I wish her well as she goes forward to new challenges."
Eddy W. Hartenstein, DIRECTV chairman and CEO, added, "Despite the
uncertainties that existed concerning the ultimate ownership of HUGHES, quarter
after quarter, Roxanne kept the entire DIRECTV organization focused on
continuously improving DIRECTV's performance. She deserves much credit for
turning around and strengthening DIRECTV in every way. While we respect her
decision to pursue other opportunities, her passion and enthusiasm for DIRECTV
will be missed."
Jack A. Shaw, HUGHES' president and CEO, commented, "Roxanne has provided
outstanding leadership for DIRECTV at a critical period in its history and we
have been fortunate to have her as part of the HUGHES management team."
The transactions by which News Corp would acquire 34 percent of HUGHES
remain subject to certain regulatory clearances, including approval by the U.S.
Federal Communications Commission. The parties currently expect to complete the
transactions in late 2003.
DIRECTV is the nation's leading digital multichannel television service
provider with more than 12 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corp. Hughes Electronics Corporation, a unit of General Motors Corporation, is a
world-leading provider of digital television entertainment, broadband satellite
networks and services, and global video and data broadcasting. The earnings of
HUGHES are used to calculate the earnings attributable to the General Motors
Class H common stock (NYSE:GMH).
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In connection with the proposed transactions, on August 21, 2003, General Motors
Corporation ("GM"), Hughes Electronics Corporation ("Hughes") and The News
Corporation Limited ("News Corporation") filed definitive materials with the
Securities and Exchange Commission ("SEC"), including a Definitive Consent
Solicitation Statement of GM on Schedule 14A, a Registration Statement of Hughes
on Form S-4 and a Registration Statement of News Corporation on Form F-4 that
contain a consent solicitation statement of GM, a prospectus of Hughes and a
prospectus of News Corporation. Investors and security holders are urged to read
these materials, as well as any other relevant documents filed or that will be
filed with the SEC, as they become available, because these documents contain or
will contain important information. These materials and other relevant materials
(when they become available) and any other documents filed by GM, Hughes or News
Corporation with the SEC, may be obtained for free at the SEC's website,
www.sec.gov. In addition, the definitive materials contain information about how
to obtain transaction-related documents for free from GM.
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 Corporation to differ materially, many of which are beyond
the control of GM, Hughes or News Corporation 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 Corporation 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 its 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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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENERAL MOTORS CORPORATION
(Registrant)
Date: November 21, 2003 By: /s/PETER R. BIBLE.
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(Peter R. Bible,
Chief Accounting Officer)