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 were distributed on May 2, 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 FLORIDA?
o Right now, local channels are only available via satellite in four of
Florida's TV markets. After the merger, they will be available in all
eleven markets, including Jacksonville, Pensacola, Ft. Myers-Naples, and
Tallahassee.
o Florida's more than six million households will be able to get affordable
high-speed Internet service via satellite.
o More choice for Florida'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 MASSACHUSETTS?
o Right now, local channels are only available via satellite in one of
Massachusetts' TV markets. After the merger, they will be available in all
four markets, including New Bedford, Springfield and Holyoke.
o Massachusetts' more than two million households will be able to get
affordable high-speed Internet service via satellite.
o More choice for Massachusetts' 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.
********************************************************************************