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
Set forth below is an English translation of a French language notice that GM
published in the French periodical La Tribune on September 3, 2003.
[GM LOGO]
GENERAL MOTORS CORPORATION
NOTIFICATION TO THE HOLDERS OF GENERAL MOTORS' $1 2/3 PAR VALUE COMMON
STOCK ("GM $1 2/3 PAR VALUE COMMON STOCK") AND GENERAL MOTORS' CLASS H
COMMON STOCK ("GM CLASS H COMMON STOCK")
General Motors Corporation ("GM") is proposing to engage in transactions that
will result in the separation of its currently wholly owned subsidiary, Hughes
Electronics Corporation, a provider of digital television entertainment,
broadband satellite networks and services, and global video and data
broadcasting ("Hughes"), and the acquisition by News Corporation, an Australia
corporation, engaged in the international media and entertainment business, with
executive offices in Surry Hills, New South Wales, Australia ("News
Corporation") of 34% of Hughes ("Transactions"). On April 9, 2003, GM, Hughes,
News Corporation and certain of their affiliates entered into agreements with
regard to the Transactions, which agreements have been amended from time to time
since then. The respective boards of GM, Hughes and News Corporation have
approved the Transactions.
In order to effect the Transactions, the GM $1 2/3 par value common stockholders
and the GM Class H common stockholders are being asked to approve certain
aspects of the Transactions through a written consent solicitation process that
will begin on or about September 5, 2003. The minimum 20 business day consent
solicitation period will end on or about October 3, 2003.
If approved by the GM $1 2/3 par value common stockholders and the GM Class H
common stockholders and all other closing conditions are satisfied or waived,
the Transactions would be accomplished through the following principal steps:
The Hughes Split-Off
--------------------
GM will distribute to the GM Class H common stockholders one share of Hughes
common stock in exchange for and in redemption of each outstanding share of GM
Class H common stock that they own ("Hughes split-off"). In the aggregate, the
shares distributed in the Hughes split-off will constitute approximately 80.2%
of the outstanding equity of Hughes.
The GM / News Stock Sale
------------------------
Simultaneously with the Hughes split-off, GM will sell Hughes Class B common
stock representing the remaining approximately 19.8% of the outstanding equity
of Hughes to a subsidiary of News Corporation ("GM / News stock sale").
The News Corporation Stock Acquisition
--------------------------------------
Immediately after the Hughes split-off and the GM / News stock sale, a
subsidiary of News Corporation will acquire an additional approximately 14.2% of
the outstanding equity of Hughes from the former GM Class H common stockholders
who received shares of Hughes common stock in the Hughes split-off ("News
Corporation Stock Acquisition"). The News Corporation Stock Acquisition will be
accomplished by merging an indirect wholly owned subsidiary of News Corporation
into Hughes. In this merger, holders of Hughes common stock will receive in the
aggregate approximately $2.74 billion in consideration, subject to certain
adjustments, consisting, at the election of News Corporation, of News
Corporation Preferred ADSs and/or cash, and will retain in the aggregate
approximately 82.3% of the Hughes common stock they received in the Hughes
split-off.
As a result of the Transactions, each GM Class H common stockholder would
receive for each of its shares of GM Class H common stock approximately 0.82335
of a share of Hughes common stock and approximately $2.47 worth of News
Corporation Preferred ADSs, cash or a combination of News Corporation Preferred
ADSs and cash, subject to certain adjustments.
In order to effect the Transactions, GM $1 2/3 par value common stockholders and
GM Class H common stockholders must approve an amendment to the GM restated
certificate of incorporation and must ratify the new Hughes Certificate of
Incorporation, the Hughes split-off, the GM / News stock sale and the News
Corporation Stock Acquisition. The Transactions will not take place unless each
of these five matters is approved or ratified, as applicable. Delaware General
Corporation Law and the GM restated certificate of incorporation permit GM to
solicit the written consent of the GM $1 2/3 par value common stockholders and
GM Class H common stockholders in lieu of a stockholders meeting. In order to
approve and ratify the Transactions by written consent, GM must receive the
written approval of the holders of (i) a majority of all outstanding shares of
GM $1 2/3 par value common stock voting as a separate class, (ii) a majority of
all outstanding shares of GM Class H common stock voting as a separate class,
and (iii) a majority of all outstanding shares of GM $1 2/3 par value common
stock and GM Class H common stock, voting together as a single class based on
their respective per share voting power as set forth in the GM restated
certificate of incorporation.
The GM board of directors unanimously recommends that the GM $1 2/3 par value
common stockholders and GM Class H common stockholders vote to approve each of
the proposals set out above.
In order to vote on the above-mentioned proposals, each record holder of GM
$1 2/3 par value common stock and each record holder of GM Class H common stock
must return a duly completed consent card in accordance with instructions set
forth in the U.S. disclosure and consent solicitation document, which will be
mailed to them.
Only holders of record of GM $1 2/3 par value common stock and GM Class H common
stock as of the record date, August 1, 2003, are entitled to vote on the
Transactions.
GM $1 2/3 par value common stockholders and GM Class H common stockholders
outside the United States, Canada and Mexico who have additional questions with
regard to the Transactions can contact Morrow & Co., Inc., 445 Park Avenue, 5th
Floor, New York, New York 10022, phone (1-877) 807-8895 (collect).
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Special Notice:
---------------
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
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.
This notification contains "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 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 GM stockholder approval required for the
transaction may not be obtained at all or on the anticipated schedule; (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; and (5) other risks described from time to time in periodic reports
filed by GM, Hughes or News Corporation with the SEC. 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
notification.
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