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
The following advertisements and media advisory were distributed on
April 23, 2002:
TODAY, 42 MILLION AMERICAN HOMES HAVE LITTLE OR NO REAL ALTERNATIVE TO CABLE FOR
LOCAL PROGRAMMING.
TOMORROW, THEY WILL.
[Map of the United States with portions in color]
[Colored box.] TV Households With No Competitive Alternative Today
[Map of the United States entirely in color]
[Colored box.] TV Households With Competitive Alternative After Merger
TOGETHER, ECHOSTAR(R) AND DIRECTV(R) WILL BRING LOCAL TV CHANNELS AND AFFORDABLE
HIGH-SPEED INTERNET TO EVERYONE IN AMERICA--VIA SATELLITE.
The EchoStar/DIRECTV merger will give consumers a real alternative to rising
cable rates--it's called "Local Channels, All Americans."
How is this possible? With the combined resources of both EchoStar and DIRECTV,
we'll be able to eliminate 500 duplicate channels, freeing up that space on our
satellites to offer local TV channels. Plus, we've got two advanced spot-beam
satellites already in orbit, two more slated for launch, and a fifth new
satellite planned for construction as soon as our merger is approved. So the
merged company will be able to offer all Americans access to local broadcast
channels with digital-quality picture and sound, as well as high-speed Internet
service via satellite.
And under our plan, everyone will pay the same price for the same service,
whether they live in a village of five homes or a city of five million.
More choice, more freedom--for all Americans.
[ECHOSTAR logo](R) [DIRECTV logo](R)
--------------------------------------------------------------------------------
WHAT DOES THE MERGER MEAN FOR YOU IN OREGON?
o Right now, local channels are only available via satellite in one of
Oregon's TV markets. After the merger, they will be available in all
seven markets, including Eugene, Bend and Medford.
o Oregon's more than one million households will be able to get
affordable high-speed Internet service via satellite.
o More choice for Oregon's families--for the first time, there will be a
true competitive alternative to the cable companies.
--------------------------------------------------------------------------------
On March 18, 2002, GM, HEC Holdings, Inc. and EchoStar filed preliminary
materials with the SEC, including a Registration Statement of HEC Holdings on
Form S-4 that contains a consent solicitation statement/information
statement/prospectus. These materials are not yet final and will be amended. We
urge stockholders to read these documents, and other relevant documents which
are or will be available for free at the SEC's website, www.sec.gov and from GM,
because they contain or will contain important information. Information
regarding the participants in the solicitation of GM stockholder approval was
filed with the SEC by EchoStar on November 1, 2001 and by each of GM and Hughes
on November 16, 2001. Additional information regarding the participants'
interests is available in the preliminary consent solicitation
statement/information statement/prospectus and will be available in the
definitive version of it. This advertisement contains forward-looking statements
that involve known and unknown risks and uncertainties, including the risks
described in the SEC filings referenced above, which could cause actual results
to differ materially from the expectations in these forward looking-statements.
(C) 2002 DIRECTV, Inc., DIRECTV and the Cyclone Design logo and FEEL THE JOY are
trademarks of DIRECTV, Inc., a unit of Hughes Electronics Corp. All other
trademarks and service marks are the property of their respective owner.
(C) 2002 EchoStar Communications Corporation. All rights reserved.
********************************************************************************
TODAY, 42 MILLION AMERICAN HOMES HAVE LITTLE OR NO REAL ALTERNATIVE TO CABLE FOR
LOCAL PROGRAMMING.
TOMORROW, THEY WILL.
[Map of the United States with portions in color]
[Colored box.] TV Households With No Competitive Alternative Today
[Map of the United States entirely in color]
[Colored box.] TV Households With Competitive Alternative After Merger
TOGETHER, ECHOSTAR(R) AND DIRECTV(R) WILL BRING LOCAL TV CHANNELS AND AFFORDABLE
HIGH-SPEED INTERNET TO EVERYONE IN AMERICA--VIA SATELLITE.
The EchoStar/DIRECTV merger will give consumers a real alternative to rising
cable rates--it's called "Local Channels, All Americans."
How is this possible? With the combined resources of both EchoStar and DIRECTV,
we'll be able to eliminate 500 duplicate channels, freeing up that space on our
satellites to offer local TV channels. Plus, we've got two advanced spot-beam
satellites already in orbit, two more slated for launch, and a fifth new
satellite planned for construction as soon as our merger is approved. So the
merged company will be able to offer all Americans access to local broadcast
channels with digital-quality picture and sound, as well as high-speed Internet
service via satellite.
And under our plan, everyone will pay the same price for the same service,
whether they live in a village of five homes or a city of five million.
More choice, more freedom--for all Americans.
[ECHOSTAR logo](R) [DIRECTV logo](R)
--------------------------------------------------------------------------------
WHAT DOES THE MERGER MEAN FOR YOU IN SOUTH DAKOTA?
o Right now, local channels are not available via satellite in any of
South Dakota's TV markets. After the merger, they will be available in
all four markets, including Sioux Falls and Rapid City.
o South Dakota's more than three hundred thousand households will be able
to get affordable high-speed Internet service via satellite.
o More choice for South Dakota's families--for the first time, there will
be a true competitive alternative to the cable companies.
--------------------------------------------------------------------------------
On March 18, 2002, GM, HEC Holdings, Inc. and EchoStar filed preliminary
materials with the SEC, including a Registration Statement of HEC Holdings on
Form S-4 that contains a consent solicitation statement/information
statement/prospectus. These materials are not yet final and will be amended. We
urge stockholders to read these documents, and other relevant documents which
are or will be available for free at the SEC's website, www.sec.gov and from GM,
because they contain or will contain important information. Information
regarding the participants in the solicitation of GM stockholder approval was
filed with the SEC by EchoStar on November 1, 2001 and by each of GM and Hughes
on November 16, 2001. Additional information regarding the participants'
interests is available in the preliminary consent solicitation
statement/information statement/prospectus and will be available in the
definitive version of it. This advertisement contains forward-looking statements
that involve known and unknown risks and uncertainties, including the risks
described in the SEC filings referenced above, which could cause actual results
to differ materially from the expectations in these forward looking-statements.
(C) 2002 DIRECTV, Inc., DIRECTV and the Cyclone Design logo and FEEL THE JOY are
trademarks of DIRECTV, Inc., a unit of Hughes Electronics Corp. All other
trademarks and service marks are the property of their respective owner.
(C) 2002 EchoStar Communications Corporation. All rights reserved.
********************************************************************************
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
FOR IMMEDIATE RELEASE
APRIL 23, 2002
MEDIA ADVISORY
ECHOSTAR AND DIRECTV PRESENT:
LOCAL CHANNELS AND AFFORDABLE BROADBAND EVERYWHERE IN SOUTH DAKOTA
Sioux Falls, SD - On April 25, 2002 at 11:00 a.m., DAVID OWEN, STATE PRESIDENT,
SOUTH DAKOTA CHAMBER OF COMMERCE, will host a demonstration showcasing
satellite-delivered digital television and high-speed Internet access and
explain how the proposed merger between EchoStar Communications Corporation and
Hughes Electronics' DIRECTV will make local TV channels available to every
resident in South Dakota. Attendees will be able to surf the Internet, delivered
via satellite, following the demonstration.
THE DEMONSTRATION WILL BE HELD AT WASHINGTON PAVILION, SCHULTE ROOM
AT 11:00 A.M., APRIL 25, 2002.
PRESS INVITED TO ATTEND. LUNCH WILL BE PROVIDED.
RSVP MANDATORY.
PLEASE CONTACT BRYAN BJERKE, PAULSEN MARKETING COMMUNICATIONS
AT (605) 336-1745, EXT. 213.
DISH Network is a trademark of EchoStar Communications Corporation. DISH Network
is EchoStar's state-of-the-art direct broadcast satellite TV system that is
capable of offering over 500 channels of digital video and CD-quality audio
programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 7 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service provider
with more than 10.7 million customers. DIRECTV and the Cyclone Design logo are
registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
- more -
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
"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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