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: General Motors Corporation
Commission File No. 001-00143
Hughes Electronics Corporation
Commission File No. 000-26035
GENERAL MOTORS CORPORATION
SUPPLEMENTAL PROXY SOLICITING MATERIAL
IN CONNECTION WITH THE CORPORATION'S 2003 ANNUAL MEETING
SCHEDULED FOR JUNE 3, 2003
Stockholders of General Motors Corporation ("GM") entitled to vote at GM's 2003
Annual Meeting are asked to vote in support of the recommendations of the Board
of Directors for the reasons set forth in the Proxy Statement which was
distributed to stockholders together with the notice of the meeting and on the
basis of the information provided below.
WE EMPHASIZE THE NEED TO CONSIDER GM'S PROGRESSIVE CORPORATE GOVERNANCE IN
RELATION TO VOTING ON ITEM NO.S 6 AND 7
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GENERAL STATEMENT REGARDING CORPORATE GOVERNANCE AT GM
A. For more than 10 years GM has maintained in policy and in practice a
majority of independent directors (currently the Board has determined that
only one of 10 (the Chairman & CEO) is not independent). "Independence" is
defined by GM's By-Laws and in accordance with that definition determined
annually by GM's full Board of Directors as to each member of the Board.
The definition and process is consistent with the rules of the NYSE and
those promulgated under Sarbanes-Oxley.
B. GM's Corporate Governance Guidelines were a model when first adopted and
published nearly 10 years ago and they have been periodically updated on
GM's website, including as recently as May 16, 2003, to demonstrate the
commitment of GM's Board of Directors to maintaining up-to-date principles
of governance reflecting the recent Sarbanes Oxley legislation and proposed
NYSE governance guidelines.
C. Every Committee of GM's Board consists exclusively of independent
directors.
D. GM does not have a staggered board - all directors are elected annually
E. GM has confidential voting.
F. GM has no stockholder rights plan ("poison pill"). The Corporation's proxy
statement indicates that if GM did adopt a stockholder rights plan it would
include a TIDE provision (Three-year Independent Director Evaluation of
retention or withdrawal of the plan), and on May 15, 2003, GM filed a
statement with the SEC indicating that if GM's Board ever did adopt a
poison pill it would be submitted to stockholder vote within 12 months.
G. GM stockholders do have the right to act by written consent.
H. GM has made available to its stockholders a description of the process by
which they may submit director nominees (i.e., in Article 2.11 of GM's
By-Laws, which are on GM's website - and annually in GM's Proxy Statement).
I. GM does not have an excessive number of directors. The Board's Governance
Guidelines reflect the view that 10-14 is the optimum number of directors
for GM.
J. GM's dual-class common stock capital structure is not the type of
dual-class structure, which is abusive or otherwise disenfranchises any
group of GM stockholders - with the structuring having been repeatedly
approved by substantial majorities of both classes of GM common
stockholders.
K. GM has announced the execution of definitive agreements among GM, Hughes
and The News Corporation Limited, pursuant to which GM's dual-class common
stock structure will be eliminated as a result of transactions in which
Hughes would be split-off from GM and GM's Class H stockholders would
receive Hughes common stock in exchange for their Class H stock (tax-free
for U.S. Federal income tax purposes) and in exchange for some of those
shares of Hughes, some American Depositary Receipts representing Preferred
American Depositary Shares of The News Corporation Limited and or cash. The
foregoing is subject to approval by GM stockholders, regulatory clearances
and satisfaction of the terms of the definitive agreements between the
parties as filed with the SEC and available on EDGAR.
L. GM has stated in its Proxy Statement the commitment of management to
terminate all existing consulting engagements with Deloitte Consulting by
year-end and to not initiate any new engagements with Deloitte Consulting.
M. GM's 2002 payments of fees to its independent auditor, Deloitte & Touche,
included fees "other than audit, audit related and tax fees" which exceeded
audit and audit related fees principally because consulting services were
performed by Deloitte & Touche for Hughes which improved the accuracy and
reliability of the process by which the number of subscribers to the
DIRECTV service of Hughes is determined. That number is reported publicly
by Hughes on a regular basis in conjunction with its earnings releases to
provide a highly useful indicator of the business performance of DIRECTV to
investors in Class H stock and the public markets. While that number is not
an "audited" number, its significance to investors in GM common stock is
deemed highly important and, thus, the consulting work was regarded as a
true service to GM investors.
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REVIEW OF THE PROPOSALS IN GM'S PROXY STATEMENT
IN LIGHT OF THE FOREGOING AND THE
POSITION STATEMENT OF GM IN THE PROXY STATEMENT
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ITEM IN GM'S PROXY STATEMENT MANAGEMENT
RECOMMENDATION
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1. Election of Directors Nominated by the Board. Vote FOR The Election of
ALL DIRECTORS
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2. Board's Request that Stockholders Ratify the Vote FOR
Selection of Deloitte & Touche as GM's
Independent Public Accountants for the Year 2003.
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3. Stockholder Proposal That GM Employ An Vote AGAINST
Accounting Consulting Firm That is Not a
Spin-Off of the Accounting Firm Employed as GM's
Independent Auditor.
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4. Stockholder Proposal That GM Provide Expanded Vote AGAINST
Reporting on Greenhouse Gas Emissions.
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5. Stockholder Proposal to Require GM to Have an Vote AGAINST
Independent Chairman Separate from the Chief
Executive Officer.
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6. Stockholder Proposal to Require GM to Seek Vote AGAINST
Stockholders' Approval Before It Adopts,
Maintains or Extends any Poison Pill.
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7. Stockholder Proposal that GM Adopt Cumulative Vote AGAINST
Voting.
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8. Stockholder Proposal that Directors on Key Vote AGAINST
Board Committees Meet That Stockholder's
Definition of Independence.
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9. Stockholder Proposal that GM Award Only Vote AGAINST
Performance-Based Stock Options to Senior
Executives and Directors.
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10.Stockholder Proposal that GM Appoint an Vote AGAINST
Independent Auditor That Will Not Provide
GM with Non-Audit Consulting Services.
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LEGENDED IN ACCORDANCE WITH SEC REGULATION M-A
In connection with the proposed transactions relating to Hughes which are
referred to above, General Motors Corporation ("GM"), Hughes Electronics
Corporation ("Hughes") and The News Corporation Limited ("News") intend to file
relevant materials with the Securities and Exchange Commission ("SEC"),
including one or more registration statement(s) that contain a prospectus and
proxy/consent solicitation statement. Because those documents will contain
important information, holders of GM $1-2/3 common stock and GM Class H common
stock are urged to read them, if and when they become available. When filed with
the SEC, they will be available for free (along with any other documents and
reports filed by GM, Hughes or News with the SEC) 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. Such documents
are not currently available.
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 shareholders.
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 interest
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 prospectus and
proxy/consent solicitation statement if and when it becomes available.
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.