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
[ECHOSTAR LOGO] [HUGHES LOGO]
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RURAL ORGANIZATIONS SUPPORT ECHOSTAR-HUGHES MERGER
On October 28, 2001, EchoStar Communications announced definitive agreements for
a merger with Hughes Electronics. The combined company will be named EchoStar
and use the DIRECTV brand for its services and related products. The new company
will offer local broadcast channels, competitively priced broadband service and
uniform nationwide prices to every American, and present a stronger competitive
challenge to the entrenched cable firms that currently control approximately 78%
of the pay television market.
While a number of self-interested parties attempt to block this merger and the
benefits that would result, rural Americans have in fact spoken out on its
behalf:
....the American Farm Bureau Federation believes that the proposed merger is good
for rural America. It will help revitalize rural communities and small
businesses and improve the quality of life of American farm and ranch families.
- American Farm Bureau Federation
The EchoStar-DIRECTV merger would solve that problem by making broadband easily
accessible from every home in every suburb, rural county and inner-city
neighborhood in America. The "Digital Divide" would shrink from a chasm to a
small fissure.
- National Alliance of Medical Researchers & Teaching
Physicians
It will take a large satellite company that has enough frequency available to it
to be able to serve every rural home, school, business, and law enforcement
agency in Montana. A merged EchoStar/DIRECTV can do what no one else has been
able to do for Montana before. With nationwide pricing guarantees already
promised in congressional testimony, the protection we need from unreasonable
price hikes can be provided.
- Montana World Trade Center
This [merger] will be a good deal for consumers across our country and a
potential lifeline for rural communities who continue to be given reason to
worry that they will be left on the wrong side of the "digital divide".
In an era that thrives and relies on the ability to access better technology as
it is developed, the new EchoStar will be well positioned to close the "digital
divide" by providing high speed satellite Internet and broadband service at
prices the average family can afford.
- Dean Kleckner, Truth About Trade and Technology
The proposed EchoStar/DirecTV merger is a winner for everyone. Their combined
broadcast spectrum would give the new company the technical ability to carry
many more local channels. And, of course, that spectrum would let them offer
nationwide satellite delivery of high-speed Internet access and other broadband
digital services.
Satellite delivery of those services by the merged EchoStar and DirecTV would be
a competitive sweetener for areas already served by cable and satellite TV
companies. For many rural areas of the West, however, this merger offers the
only affordable ticket to the digital future.
- U.S. Senator Malcom Wallop (ret.), Frontiers of Freedom
Equally important, perhaps, the merged firms will have a stronger capability to
provide broadband services to rural and other underserved communities, which
currently may have no high-speed access to the Web at all and, in so doing,
likely spawn competition for these customers as well. In both respects, the
merger will further the [Federal Communications] Commission's goal of providing
for the "reasonable and timely" deployment of advanced telecommunications
services to all Americans.
- The Progress & Freedom Foundation
Just as our forefathers revolutionized communication for rural America with the
advent of mail delivery to "isolated" areas 105 years ago, this merger has this
same potential impact to make "city" and "country" equal. Without a network of
ponies and riders, there would have been no Pony Express. Without someone having
the foresight to lay tracks across the most rugged terrain, there would have
been no Iron Horse, and the West would not have opened to civilization. The
merger of DISH Network & DirecTV has the potential to be that "Golden Spike".
- Patrick Gottsch, President of RFD-TV
One of the biggest economic benefits to the rural community from the Internet,
broadband, e-mail and e-commerce is the cost-savings that result from the speed
and efficiency with which this technology minimizes distance as a cost factor.
Farm businesses are run by people who recognize this fact. We truly need the
benefits which will come from this merger.
- Ken Boehm, Director of the Farm Business Council
***
For more information, please contact Karen Watson, EchoStar Director of
Government Relations at 202-293-0981 or Merrill Spiegel, DIRECTV Vice President
of Government Affairs at 202- 624-2201.
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
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("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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