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: Hughes Electronics Corporation
General Motors Corporation
Commission File No. 333-105851
Commission File No. 333-105853
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TRANSITION NEWS
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HUGHES Transition News Interview with Chase Carey
For HUGHES Employees
Recently Chase Carey, who is slated to become HUGHES President and CEO following
the close of the transaction with News Corp., provided an interview for HUGHES
employees through our Transition News.
CAN YOU TELL HUGHES EMPLOYEES A LITTLE BIT ABOUT YOURSELF?
Sure, I'm married and have a 13 year-old son and a 12 year-old daughter. Most of
my free time is spent with my family. My kids are really at a fun age right now.
I enjoy playing golf and tennis with both of them although my son can already
out-drive me. We've been living in the New York area for the last 3 years, but
the majority of my adult life, about 20 years, was spent in Manhattan Beach,
California. My career with Fox and News Corp. has been split between New York
and Los Angeles. So for better or for worse I have gotten accustomed to that
cross-country flight and have done it on close to a weekly basis for most of the
20 years that I have been in the business. It becomes a part of life being in
media and entertainment.
You joined Fox in 1988 and served as Executive Vice President of Fox, Inc. from
1992 to 1994, then Chairman and Chief Executive Officer of the Fox Television
Group beginning in 1994 through 2001, and Co-Chief Operating Officer of News
Corp. from 1996.
CAN YOU PROVIDE US WITH SOME INSIGHT INTO YOUR YEARS WITH FOX AND NEWS CORP.?
I was at Fox from the get-go in terms of Rupert's tenure there. He bought it a
year or two before I came in. I was there the year we launched Fox Network. We
started with a couple nights of programming and 6 stations. We didn't have any
cable channels and we didn't have any international television businesses. I was
there for the growth of Fox as a network into a 7-night-a-week network with a
station group that has 35 stations, an array of subscription channels, a
presence in news and sports and has satellite platforms around the world.
Obviously there are other parts of News Corp. that I have worked with, but the
core of my responsibilities and energies has been in building and developing the
broadly defined television businesses of Fox and News Corp.
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WHAT CAN YOU TELL US ABOUT YOUR INVOLVEMENT WITH SOME OF NEWS CORP.'S OTHER
INTERNATIONAL TELEVISION INTERESTS?
I was involved in the initial business plans and the initial transactions around
the launch of BSkyB. That was the first time I ever had back to back
all-nighters. I have had one all-nighter, but I actually had to stay up two
nights in a row to get the initial studio deals done. Since then I have been
involved in various initiatives. Today, BSkyB is run by a strong management team
and I sit on the Board. I have also been actively involved in the News Corp.
Latin American business, other European TV initiatives and in the acquisition
and building of Star TV.
FROM YOUR EXPERIENCES AT FOX AND NEWS CORP., WHAT GLEANINGS DO YOU BRING TO YOUR
FUTURE LEADERSHIP OF HUGHES?
As much as anything, each business has its own unique set of challenges. My
experience at News Corp. has involved the ability to deal with a very wide array
of businesses in terms of maturity, what businesses they competed in, what
geographic regions they operated in and what the core businesses were. I have
had an opportunity to develop goals and objectives and build teams across very
different businesses in very different arenas. You have to define what is
appropriate for each business on its own merits. Whether it is DIRECTV, DIRECTV
Latin America, HNS or PanAmSat, each has its own opportunities and each has its
own set of challenges, and you have to develop plans targeted to the
opportunities in that business and the environment in which they compete.
WHAT ARE YOUR THOUGHTS ON YOUR TRANSITION PROCESS IN THE PRE-CLOSE PERIOD AND
THEN IMMEDIATELY FOLLOWING THE CLOSE OF THE TRANSACTION?
The transition, between now and closing, will be about a lot of education --
trying to get a deeper understanding of the initiatives that the various
businesses, DIRECTV, DIRECTV Latin America, HNS, and PanAmSat, have underway.
I'd like to have an opportunity to spend time with the executive teams at those
businesses. In the pre-closing period I can get up to speed on the challenges
and opportunities facing each of these businesses.
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At the end of the day I find that businesses are very dependent upon people. The
ability to have a good comfortable working relationship with people is very
important. As we look forward to post-closing we hope to be in a place where we
can hit the ground running -- to take the plans that are in place and figure out
those plans and find the opportunities to take the business to another level. We
believe HUGHES is a growth business and intend to manage it and drive it as
growth business. And I really believe that the people here want it to be such.
We recognize that this will be a change from the process that you have been in
for the last two to three years. I feel confident about our ability to work as a
team to meet these challenges.
LET'S TALK A LITTLE BIT ABOUT WHAT YOU VALUE IN TERMS OF COMPANY CULTURE AND
EMPLOYEE CHARACTERISTICS.
There is no formula. In the media and entertainment business you deal with a
wide mix of people, with a wide set of skills, so there certainly is not a mold
that you are trying to put people in. I have worked with people from A to Z very
successfully. We look for people who have a passion for what they do -- an
energy, an enthusiasm for what they do. Integrity is always important. You also
want people who think on their feet, who have ideas. People who know how to work
with a team, but yet are willing to move things forward -- an action-oriented
mindset, not a process-oriented mindset. People are very important. In essence,
you want a real "entrepreneurial spirit." News Corp. is not a bureaucracy, and I
believe that is the right way to run a company. We rely on having talented
managers who can manage the business and manage their people.
All the News Corp. companies are driven by strong operating teams and operating
management that drive those businesses forward. It pushes you into taking the
bull by the horns and developing a plan and moving forward with it.
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CAN YOU PROVIDE EXAMPLES OF THE INTERRELATIONSHIP BETWEEN OTHER NEWS CORP.
COMPANIES AND HOW HUGHES MIGHT BENEFIT AS AN AFFILIATE OF NEWS CORP.?
The News Corp. satellite platforms have shared set top box designs, software,
interactivity and other features around the world. As an affiliate of News
Corp., HUGHES would benefit from economies of scale that would help defray the
enormous research and development costs associated with bringing new features
and services to market. Common technology standards for both hardware and
software across the News Corp. and DIRECTV DTH platforms would help to drive
down consumer equipment and software costs, which would benefit both consumers
and HUGHES.
WHAT CAN WE EXPECT FROM MR. MURDOCH AS OUR FUTURE CHAIRMAN?
He is a great believer in the HUGHES businesses. You will see a great deal of
passion and energy and enthusiasm. He brings that to all his businesses. He
knows these businesses so he certainly brings, not just the passion and energy,
but the expertise and understanding of them. He will be a great champion for the
opportunities to grow these businesses. He enjoys meeting and dealing with
people. Rupert is a people person who has historically built his company relying
on good people to run and manage it.
LOOKING AHEAD, WHAT EXCITES YOU ABOUT LEADING HUGHES?
This company has a tremendous growth opportunity in front of it. At DIRECTV we
honestly believe satellite TV is a better service than cable and that we have
the strengths, assets and expertise to build on our leadership position in the
satellite sector. We believe DIRECTV should be the strongest, most successful
and most dynamic multi-channel provider in the U.S. And the growth is not
limited to DIRECTV.
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IS THERE ANYTHING ELSE THAT YOU WOULD LIKE TO SAY TO HUGHES EMPLOYEES?
I would tell employees how excited I am, and I know Rupert is, and News Corp.
is, to have the opportunity to work with them. I think you should be proud of
what you have built. You have built an array of businesses, DIRECTV, DIRECTV
Latin America, HNS and PanAmSat, in the midst of tremendous challenges. We
certainly hope that we can help you take these businesses to their full
potential. I look forward to working with you and supporting you as we try to
drive it forward together.
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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 that are being mailed to GM
stockholders contain information about how to obtain transaction-related
documents for free from GM.
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 stockholders.
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
interests 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
definitive consent solicitation statement of GM / prospectus of Hughes /
prospectus of News Corporation.
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
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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) operating costs, customer loss and business disruption,
including, without limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers, which may be greater than expected
following the transaction; (2) the regulatory approvals required for the
transaction may not be obtained on the terms expected or on the anticipated
schedule; (3) the effects of legislative and regulatory changes; (4) an
inability to retain necessary authorizations from the FCC; (5) 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; (6) the introduction of new technologies and
competitors into the subscription television business; (7) changes in labor,
programming, equipment and capital costs; (8) future acquisitions, strategic
partnerships and divestitures and the ability to access capital to maintain
financial flexibility; (9) general business and economic conditions; and (10)
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 uncertainties regarding the operations of DIRECTV
Latin America, LLC, Hughes' 75% owned subsidiary, which is currently operating
under Chapter 11 bankruptcy proceedings, and the performance of its satellites.
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," "outlook," "objectives," "strategy," "target," 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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