Filed by General Motors Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Companies: Hughes Electronics Corporation
General Motors Corporation
Commission File No. 333-105851
Commission File No. 333-105853
GM Stockholders Give Strong Approval To Split-Off Of Hughes
NEW YORK - General Motors Corp. (NYSE: GM, GMH) announced today that its
stockholders have approved transactions that will result in the split off of its
subsidiary, Hughes Electronics Corp., and the acquisition of 34 percent of
Hughes common stock by News Corp. (NYSE: NWS, NWS.A). An overwhelming percentage
of GM stock voted in response to GM's Consent Solicitation Statement was in
support of the transactions.
Of the stockholders who participated in the solicitation, approximately 94
percent of the GM $1-2/3 par value common stock and approximately 94 percent of
the GM Class H stock was voted in support of the proposals. With respect to the
combined vote of both classes of stockholders, more than 94 percent of those
votes were cast in support of each proposal.
More than 60 percent of GM $1-2/3 par value common stock and more than 74
percent of GM Class H stock was voted in support of each of the proposals
presented in the consent solicitation statement. More than 65 percent of the
combined vote of both classes of stockholders was in favor of each proposal.
Detailed data regarding the consents given with respect to each of the six
proposals relating to the transactions will be presented in GM's third quarter
report on Form 10-Q to be filed with the Securities and Exchange Commission in
November, and will appear on the SEC's website, www.sec.gov. The transactions
remain subject to certain regulatory clearances, including anti-trust clearance
from the U.S. Department of Justice and action by the U.S. Federal
Communications Commission. GM currently expects to complete the transactions in
late 2003 or early 2004.
In connection with the proposed transactions, on August 21, 2003, General Motors
Corporation ("GM"), Hughes Electronics Corporation ("Hughes") and The News
Corporation Limited ("News Corporation") filed definitive materials with the
Securities and Exchange Commission ("SEC"), including a Definitive Consent
Solicitation Statement of GM on Schedule 14A, a Registration Statement of Hughes
on Form S-4 and a Registration Statement of News Corporation on Form F-4 that
contain a consent solicitation statement of GM, a prospectus of Hughes and a
prospectus of News Corporation. Investors and security holders are urged to read
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. These materials and other relevant materials
(when they become available) and any other documents filed by GM, Hughes or News
Corporation with the SEC, may be obtained for free at the SEC's website,
www.sec.gov. In addition, the definitive materials contain information about how
to obtain transaction-related documents for free from GM.
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.
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 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,
Hughes and/or News Corporation to differ materially, many of which are beyond
the control of GM, Hughes or News Corporation include, but are not limited to,
the following: (1) the regulatory approvals required for the transaction may not
be obtained on the terms expected or on the anticipated schedule; (2) the
effects of legislative and regulatory changes; (3) an inability to retain
necessary authorizations from the FCC and (4) other risks described from time to
time in periodic reports filed by GM, Hughes or News Corporation with the SEC.
Those other risks relating to Hughes include, but are not limited to the
performance of Hughes satellites. You are urged to consider statements that
include the words "will", "expects", 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.