Filed by HEC Holdings, Inc.
Subject Company - General Motors Corporation
and Hughes Electronics Corporation
and EchoStar Communications 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.: 333-84472
E-News Merger Update Message to DIRECTV Employees
Distribution: DIRECTV USA
Subject: Merger Update
As part of the DIRECTV senior leadership team's commitment to increase the
frequency of merger updates to employees, the following information is the
first of many brief snapshots of what's currently happening with the merger
approval process and transition planning efforts.
Recently, DIRECTV and EchoStar senior executives began a series of merger
planning and transition meetings. Ultimately, these meetings will be used
to create a business plan for the new company, which will help guide the
transition planning.
Currently, the Department of Justice (DOJ) is reviewing the merger along
with the Attorneys General of a number of states to ensure it complies with
antitrust laws. EchoStar and HUGHES are confident that both the DOJ and the
state Attorneys General will find that the relevant market includes
satellite TV and cable TV and does not violate antitrust laws.
The Federal Communications Commission (FCC) also plays a significant role
in the merger approval process. It must approve the transfer of the FCC
licenses held by HUGHES and EchoStar to the merged company. HUGHES and
EchoStar filed responses with the FCC on Feb. 25 to issues raised in
third-party objections to the two companies' application for transfer of
control. They also filed an application for a new satellite to implement
the "Local Channels, All Americans" plan, which was announced by HUGHES CEO
Jack Shaw, DIRECTV Chairman and CEO Eddy Hartenstein, and EchoStar Chairman
and CEO Charles Ergen, on Feb. 26.
The FCC submitted a number of merger-related questions and requests for
documents to HUGHES and EchoStar. HUGHES and EchoStar submitted a partial
response to the FCC's requests on March 6. HUGHES and EchoStar also
submitted a voluminous response to the FCC's Information Request on March
21.
Eddy and Charlie testified before the U.S. Senate Judiciary Committee's
Subcommittee on Antitrust on March 6. This was the third Congressional
hearing discussing the merger. As part of their testimony, Eddy and Charlie
described the consumer benefits of the merger, including the "Local
Channels, All Americans" plan.
* * *
E-News is your resource for news about DIRECTV and parent companies HUGHES
and GM. Your feedback and questions are welcome -- just send us a reply and
we'll respond as quickly as we can.
- DIRECTV Employee Communications
In connection with the proposed transactions, on March 18, 2002, General Motors
Corporation ("GM"), HEC Holdings, Inc. ("Hughes Holdings") and EchoStar
Communications Corporation ("EchoStar") filed preliminary materials with the
Securities and Exchange Commission ("SEC"), including a Registration Statement
of Hughes Holdings on Form S-4 that contains a consent solicitation
statement/information statement/prospectus. These materials are not yet final
and will be amended. Holders of GM $1-2/3 and GM Class H common stock are urged
to read the definitive versions of 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. The preliminary materials filed on March 18, 2002, the definitive
versions of these materials and other relevant materials (when they become
available), and any other documents filed by GM, Hughes Electronics Corporation
("Hughes"), Hughes Holdings or EchoStar with the SEC may be obtained 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
GM.
GM 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 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 preliminary consent solicitation statement/information statement/prospectus
filed with the SEC on March 18, 2002 and the definitive consent solicitation
statement/information statement/prospectus 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,
EchoStar, Hughes, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes, Hughes Holdings 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
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"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.
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