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
August 22, 2003
To HUGHES and PanAmSat Employees:
Our Registration Statement on Form S-4 concerning our transaction with News
Corporation has been declared effective by the U.S. Securities and Exchange
Commission. What this means is, if you are a GMH or GM $1-2/3 shareholder, in
the next few weeks you will receive a consent solicitation mailing regarding
specific matters relating to the split-off from General Motors Corporation and
the transaction with News Corporation. This consent solicitation statement
explains why shareholders should vote in favor of the proposals and provides
other information regarding the issuance of HUGHES common stock in exchange for
GM Class H common stock and the potential issuance of News Corp. Preferred
American Depository Shares in exchange for HUGHES common stock.
Shareholder approval will be the first of four key milestones in completing this
transaction. The other key conditions that must be satisfied include the receipt
by GM of a private letter ruling from the Internal Revenue Service, approval
from the Federal Communications Commission and antitrust clearance from the
Department of Justice. We currently believe we are on track to receive all of
these before the end of the year.
In the coming weeks, some of our senior leaders and Chase Carey will be making
presentations at conferences and to large investors to help promote the
transaction. Webcasts of some of the presentations will be available through
HUGHES.com. We have also applied to list HUGHES common stock on the New York
Stock Exchange (NYSE) under the ticker symbol HS.
Unrelated to the transaction, during September the HUGHES Corporate Office will
be moving to a building in the same group of high-rises as DIRECTV's
Headquarters. The new offices are within sight of our current building, and will
provide a more cost-effective location for us in the future.
I will continue to keep you informed as the transaction progresses. You'll find
a brief Q&A attached to my letter today. Thank you once again for your diligence
and hard work in helping our company achieve its goals.
Sincerely,
Jack
(attach Q&A and Press Release)
[TRANSITION NEWS HEADING]
Employee Questions and Answers - 3rd Edition
August 2003
Thank you for the questions you have submitted. If you have additional questions
regarding the News Corp. transaction, send them to
employee.communications@hughes.com or call (310) 662-5208 or (888) 832-5306.
Questions received will be answered either individually or in Transition News
Employee Q&A updates.
PLEASE NOTE: In connection with the shareholder approvals required for this
transaction, a comprehensive consent solicitation statement (sometimes referred
to as a prospectus) is being distributed to all shareholders of record as of
August 1, 2003. This statement contains thorough explanations of the
transaction, its risks and its implications. While we are trying to provide some
information in response to your questions, some of the more detailed
explanations will be covered in the statement. Ample time will be provided after
the distribution of the statement for you to carefully review it.
1. Please explain the timing of the shareholder votes.
Consent solicitation materials containing the consent card will be
printed and mailed to both GMH and GM $1-2/3 shareholders. These
materials are currently targeted to arrive in early September. The
votes will be counted no sooner than 20 business days after the consent
solicitation materials are mailed to both classes of GM shareholders.
2. If I don't turn in my consent card, does that count as a "no" vote?
Yes, if you do not turn in your consent card, it will have the same
effect as a "no" vote. In this shareholder consent solicitation, the
holders of a majority (more than 50%) of the outstanding shares of each
class of GM common stock -- GM Class H and GM $1-2/3 -- voting both as
separate classes and together as a single class based on their
respective voting power, must vote to approve the transaction for it to
proceed.
One exception applies to GMH shares held as part of the Hughes Savings
Plan 401(k). If a shareholder doesn't return his/her consent card for
the shares held in the 401(k) Plan, it will not necessarily count as a
"no" vote. The plan trustee will vote those shares for which no
instruction has been given by the shareholder.
3. Why is HS being reserved as HUGHES' new ticker symbol?
We looked into other symbols, such as H, HE and HEC but they were all
either currently being used or reserved by other companies. HS was the
best available. You may look for it on the New York Stock Exchange
(NYSE) after the Close of the transaction.
4. Can you provide more specifics on what will happen to the GM Class H
Stock Fund in my Hughes Savings Plan account when the transaction
closes?
At the Close of the transaction, a Hughes Common Stock Fund will be
formed within the Hughes Savings Plan, which will replace the GMH Fund.
This fund will be made up of "units" --new Hughes common stock and cash
for liquidity -- similar to the GMH Fund.
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GMH stock held in the GMH Fund will be exchanged at the Close for new
Hughes common stock.
Simultaneously, the News Corp. ADS Fund will be formed when News Corp.
acquires a percentage (approximately 17.7%) of the new Hughes common
stock held in the new Hughes Common Stock Fund. News Corp. will pay for
this purchase in News Corp. Preferred American Depository Shares (ADS),
or in cash, or with some of each.
Following this acquisition of Hughes common stock by News Corp., the
value of the News Corp. shares credited to your account will be placed
in the new News Corp. ADS Fund. You can move money out of the News
Corp. ADS Fund into other investment funds, but you cannot contribute
to or exchange money (from other funds) into this fund.
The value of cash (if any) credited to your account from this purchase
will be placed into the Plan's Hughes Fixed Income Fund. You may
immediately make other investment decisions for this cash, if you wish
to move it to other funds.
In connection with the proposed transactions, on August 21, 2003, General Motors
Corporation ("GM"), Hughes Electronics Corporation ("Hughes") and The News
Corporation Limited ("News") 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 on Form F-4 that contain a consent
solicitation statement of GM, a prospectus of Hughes and a prospectus of News.
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 with the SEC, may
be obtained for free at the SEC's website, www.sec.gov. In addition, the
definitive materials that are being mailed to GM stockholders contain
information about how to obtain transaction-related documents for free from GM.
GM and its directors and executive officers and Hughes 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 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 stockholders.
Participants in GM's solicitation may also be deemed to include those 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.
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 to differ materially, many of which are beyond the control of
GM, Hughes or News 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
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[TRANSITION NEWS HEADING]
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 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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