Filed by The News Corporation Limited
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
JOINT RELEASE
News Corporation, General Motors and Hughes Electronics Announce
Filing of Preliminary Materials with the SEC
News Corporation and Hughes Also Announce Receipt of Second Request
under HSR Act
Contact: Andrew Butcher (News Corporation) 212 852 7070
Richard Dore (Hughes Electronics) 310 662 9670
Jerry Dubrowski (General Motors) 212 418 6261
NEW YORK, June 5, 2003: News Corporation (NYSE: NWS, NWS.A),
General Motors and its subsidiary Hughes Electronics (NYSE:GM,
GMH) today announced that, in connection with the separation of
Hughes from GM and the acquisition by News Corporation of 34
percent of the common stock of Hughes, they have filed preliminary
materials with the Securities and Exchange Commission, including
a consent solicitation statement of General Motors, a registration
statement of Hughes and a registration statement of News Corporation.
These materials, however, are not yet final and will be amended.
In addition, News Corporation and Hughes announced that they have
received requests for additional information from the U.S. Department
of Justice in connection with the pending transaction. The companies
intend to respond promptly to the information requests and do not
anticipate that compliance with the requests will delay completion
of the transaction, which is expected by the end of calendar 2003 or,
at the latest, in the first quarter of calendar 2004. The request
for additional information was issued under notification requirements
of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
News Corporation is a diversified international media and entertainment
company with operations in seven industry segments: filmed entertainment;
television; cable network programming; magazines and inserts; newspapers;
book publishing; and other. The activities of News Corporation are
conducted principally in the United States, the United Kingdom, Italy,
Australia and Asia. For more information, please visit www.newscorp.com.
General Motors, the world's largest vehicle manufacturer, designs, builds
and markets cars and trucks worldwide and has been the global automotive
sales leader since 1931. GM employs about 342,000 people around the world.
More GM information can be found at www.gm.com.
Hughes, a world-leading provider of digital television entertainment,
broadband satellite networks and services, and global video and data
broadcasting, is a unit of General Motors Corporation. The earnings of
Hughes are used to calculate the earnings attributable to the GM Class
H stock.
In connection with the proposed transactions, on June 5, 2003, General
Motors Corporation ("GM"), Hughes Electronics Corporation ("Hughes")
and The News Corporation Limited ("News") filed preliminary materials
with the Securities and Exchange Commission ("SEC"), including a
Preliminary Proxy Statement of GM on Schedule 14-A, a Registration
Statement of Hughes on Form S-4 and a Registration Statement of News
on Form F-4 that contain a consent solicitation statement of GM, a
prospectus of News and a prospectus of Hughes. These materials are not
yet final and will be amended. Investors and security holders 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 June 5, 2003, the
definitive versions of these materials and other relevant materials (when
they become available) and any other documents filed by GM, Hughes or News
with the SEC, may be obtained for free at the SEC's website, www.sec.gov.
GM stockholders will also receive information at an appropriate time about
how to obtain transaction-related documents for free from GM, and News
stockholders may obtain these documents free of charge by directing such
request to: News America Incorporated, 1211 Avenue of the Americas, 7th
Floor, New York, New York 10036, attention: Investor Relations.
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 par value 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 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 preliminary
consent solicitation statement of GM / prospectus of Hughes / prospectus
of News filed with the SEC on June 5, 2003 and the definitive consent
solicitation statement of GM / prospectus of Hughes / prospectus of News
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.
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 News to differ materially, many of which are beyond the
control of GM, Hughes or News, 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, 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; (9) general business and economic conditions; and (10) other
risks described from time to time in periodic reports filed by GM, Hughes or
News 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," 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.