Filed by EchoStar Communications Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Companies: Hughes Electronics Corporation
Commission File No. 0-26035
General Motors Corporation
Commission File No. 1-00143
Date: February 26, 2002
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL ALABAMA RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference calls
featuring Jack Shaw, president and CEO of Hughes Electronics, Charles Ergen,
chairman and CEO of Echostar Communications, and Eddy Hartenstein, chairman and
CEO of DIRECTV, live audio webcast of analyst call, and video news release
satellite downlink coordinates. Reporters are invited to participate in a
listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Alabama residents in all nine television markets covering the
state.
For Alabama, this means all stations in each of its nine television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
two television markets in Alabama.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in Alabama
- including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Alabama's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Alabama finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Alabama," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Alabama television
markets, the combined company will bridge the 'digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors. Such documents are not currently
available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTART LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL ALASKA RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Alaska residents in all three television markets covering the
state.
For Alaska, this means all stations in each of its three television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are not available in
Alaska.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will allow the merged
company to offer every consumer in the continental United States, Alaska, and
Hawaii access to satellite-delivered local television signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in Alaska
- including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Alaska's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Alaska finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Alaska," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Alaska television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL ARIZONA RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference calls
featuring Jack Shaw, president and CEO of Hughes Electronics, Charles Ergen,
chairman and CEO of Echostar Communications, and Eddy Hartenstein, chairman and
CEO of DIRECTV, live audio webcast of analyst call, and video news release
satellite downlink coordinates. Reporters are invited to participate in a
listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Arizona residents in all four television markets covering the
state.
For Arizona, this means all stations in each of its four television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
two television markets in Arizona.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in Arizona
- including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Arizona's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Arizona finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Arizona," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Arizona television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors. Such documents are not currently
available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL ARKANSAS RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Arkansas residents in all eight television markets covering the
state.
For Arkansas, this means all stations in each of its eight television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
one television market in Arkansas.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in
Arkansas - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Arkansas' elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Arkansas finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Arkansas," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Arkansas television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL CALIFORNIA RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE
BROADBAND SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all California residents in all 14 television markets covering the
state.
For California, this means all stations in each of its 14 television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
four television markets in California.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in
California - including rural and underserved areas - certainly is one of the
most compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of California's elected representatives
and officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in California finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in California," said Jack Shaw, CEO
of HUGHES. "In addition to delivering local channels in all California
television markets, the combined company will bridge the `digital divide' by
offering affordable high-speed satellite Internet access to consumers in every
market, including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL COLORADO RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Colorado residents in all four television markets covering the
state.
For Colorado, this means all stations in each of its four television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
two television markets in Colorado.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in
Colorado - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Colorado's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Colorado finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Colorado," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Colorado television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL CONNECTICUT RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Connecticut residents in all two television markets covering
the state.
For Connecticut, this means all stations in each of its two television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
one television market in Connecticut.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in
Connecticut - including rural and underserved areas - certainly is one of the
most compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Connecticut's elected representatives
and officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Connecticut finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Connecticut," said Jack Shaw, CEO
of HUGHES. "In addition to delivering local channels in all Connecticut
television markets, the combined company will bridge the `digital divide' by
offering affordable high-speed satellite Internet access to consumers in every
market, including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors. Such documents are not currently
available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL DELAWARE RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Delaware residents in all two television markets covering the
state.
For Delaware, this means all stations in each of its two television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
one television market in Delaware.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in
Delaware - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Delaware's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Delaware finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Delaware," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Delaware television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL FLORIDA RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Florida residents in all 11 television markets covering the
state.
For Florida, this means all stations in each of its 11 television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
four television markets in Florida.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in Florida
- including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Florida's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Florida finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Florida," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Florida television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL GEORGIA RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Georgia residents in all 11 television markets covering the
state.
For Georgia, this means all stations in each of its 11 television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
two television markets in Georgia.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in Georgia
- including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Georgia's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Georgia finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Georgia," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Georgia television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL HAWAII RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference calls
featuring Jack Shaw, president and CEO of Hughes Electronics, Charles Ergen,
chairman and CEO of Echostar Communications, and Eddy Hartenstein, chairman and
CEO of DIRECTV, live audio webcast of analyst call, and video news release
satellite downlink coordinates. Reporters are invited to participate in a
listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Hawaii residents.
Today, satellite-delivered local channels from HUGHES' DIRECTV and
EchoStar's DISH Network are not available in Hawaii.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will allow the merged
company to offer every consumer in the continental United States, Alaska, and
Hawaii access to satellite-delivered local television signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in Hawaii
- including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Hawaii's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Hawaii finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Hawaii," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Hawaii television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1,
2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL IDAHO RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference calls
featuring Jack Shaw, president and CEO of Hughes Electronics, Charles Ergen,
chairman and CEO of Echostar Communications, and Eddy Hartenstein, chairman and
CEO of DIRECTV, live audio webcast of analyst call, and video news release
satellite downlink coordinates. Reporters are invited to participate in a
listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Idaho residents in all five television markets covering the
state.
For Idaho, this means all stations in each of its five television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
one television market in Idaho.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in Idaho -
including rural and underserved areas - certainly is one of the most compelling
aspects of this deal," said Charles Ergen, chairman and CEO of EchoStar. "We
have heard the concerns of Idaho's elected representatives and officials and we
appreciate their feedback and input. Only if this merger is approved by the
federal government will millions of consumers in small and rural markets in
Idaho finally have a true, competitive alternative to incumbent cable
operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Idaho," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Idaho television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors. Such documents are not currently
available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL ILLINOIS RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference calls
featuring Jack Shaw, president and CEO of Hughes Electronics, Charles Ergen,
chairman and CEO of Echostar Communications, and Eddy Hartenstein, chairman and
CEO of DIRECTV, live audio webcast of analyst call, and video news release
satellite downlink coordinates. Reporters are invited to participate in a
listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Illinois residents in all 10 television markets covering the
state.
For Illinois, this means all stations in each of its 10 television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
two television markets in Illinois.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will allow the merged
company to offer every consumer in the continental United States, Alaska, and
Hawaii access to satellite-delivered local television signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and
spectrum efficiencies achieved by combining frequencies from three of the
companies' orbital locations will enable the merged company to broadcast local
TV channels in all 210 DMAs, including full compliance with federal must carry
requirements. Today, DIRECTV and EchoStar deliver local broadcast channels via
satellite to consumers in a total of only 42 metropolitan markets. The merger
eliminates carriage of duplicative content - a total of more than 500 identical
channels - from the DIRECTV and DISH Network satellites which, when coupled with
advanced spot-beam satellites and efficiencies created by the merger, could
enable local channel delivery in all 210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in
Illinois - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Illinois' elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Illinois finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Illinois," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Illinois television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals
from the FCC and U.S. Department of Justice, and the successful launch of three
new spot-beam satellites. Implementation of the "Local Channels, All Americans"
plan will begin immediately upon regulatory approval of the merger, and the
rollout can be completed as soon as 24 months thereafter. The proposed
transaction is also subject to review by the Internal Revenue Service, and
requires approval by a majority of GM $1-2/3, GM Class H and EchoStar
shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL INDIANA RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Indiana residents in all 10 television markets covering the
state.
For Indiana, this means all stations in each of its 10 television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
three television markets in Indiana.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in Indiana
- including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Indiana's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Indiana finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Indiana," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Indiana television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL IOWA RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Iowa residents in all 10 television markets covering the state.
For Iowa, this means all stations in each of its 10 television markets
will be available via satellite. Today, satellite-delivered local channels from
HUGHES' DIRECTV and EchoStar's DISH Network are not available in Iowa.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in Iowa -
including rural and underserved areas - certainly is one of the most compelling
aspects of this deal," said Charles Ergen, chairman and CEO of EchoStar. "We
have heard the concerns of Iowa's elected representatives and officials and we
appreciate their feedback and input. Only if this merger is approved by the
federal government will millions of consumers in small and rural markets in Iowa
finally have a true, competitive alternative to incumbent cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Iowa," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Iowa television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL KANSAS RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference calls
featuring Jack Shaw, president and CEO of Hughes Electronics, Charles Ergen,
chairman and CEO of Echostar Communications, and Eddy Hartenstein, chairman and
CEO of DIRECTV, live audio webcast of analyst call, and video news release
satellite downlink coordinates. Reporters are invited to participate in a
listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Kansas residents in all eight television markets covering the
state.
For Kansas, this means all stations in each of its eight television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
one television market in Kansas.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in Kansas
- including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Kansas' elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Kansas finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Kansas," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Kansas television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL KENTUCKY RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Kentucky residents in all 10 television markets covering the
state.
For Kentucky, this means all stations in each of its 10 television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
two television markets in Kentucky.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in
Kentucky - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Kentucky's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Kentucky finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Kentucky," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Kentucky television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL LOUISIANA RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Louisiana residents in all eight television markets covering
the state.
For Louisiana, this means all stations in each of its eight television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are not available in
Louisiana.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in
Louisiana - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Louisiana's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Louisiana finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Louisiana," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Louisiana television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL MAINE RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Maine residents in all three television markets covering the
state.
For Maine, this means all stations in each of its three television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are not available in
Maine.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in Maine -
including rural and underserved areas - certainly is one of the most compelling
aspects of this deal," said Charles Ergen, chairman and CEO of EchoStar. "We
have heard the concerns of Maine's elected representatives and officials and we
appreciate their feedback and input. Only if this merger is approved by the
federal government will millions of consumers in small and rural markets in
Maine finally have a true, competitive alternative to incumbent cable
operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Maine," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Maine television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL MARYLAND RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Maryland residents in all four television markets covering the
state.
For Maryland, this means all stations in each of its four television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
three television markets in Maryland.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will allow the merged
company to offer every consumer in the continental United States, Alaska, and
Hawaii access to satellite-delivered local television signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in
Maryland - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Maryland's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Maryland finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Maryland," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Maryland television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the
participants and their interests in the solicitation was filed pursuant to Rule
425 with the SEC by EchoStar on November 1, 2001 and by each of GM and Hughes on
November 16, 2001. Investors may obtain additional information regarding the
interests of the 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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL MASSACHUSETTS RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Massachusetts residents in all four television markets covering
the state.
For Massachusetts, this means all stations in each of its four
television markets will be available via satellite. Today, satellite-delivered
local channels from HUGHES' DIRECTV and EchoStar's DISH Network are available
only in one television market in Massachusetts.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in
Massachusetts - including rural and underserved areas - certainly is one of the
most compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Massachusetts' elected representatives
and officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Massachusetts finally have a true, competitive alternative to
incumbent cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Massachusetts," said Jack Shaw,
CEO of HUGHES. "In addition to delivering local channels in all Massachusetts
television markets, the combined company will bridge the `digital divide' by
offering affordable high-speed satellite Internet access to consumers in every
market, including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL MICHIGAN RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Michigan residents in all 11 television markets covering the
state.
For Michigan, this means all stations in each of its 11 television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
one television market in Michigan.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will allow the merged
company to offer every consumer in the continental United States, Alaska, and
Hawaii access to satellite-delivered local television signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in
Michigan - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Michigan's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Michigan finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Michigan," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Michigan television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1,
2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL MINNESOTA RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Minnesota residents in all seven television markets covering
the state.
For Minnesota, this means all stations in each of its seven television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
one television market in Minnesota.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in
Minnesota - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charlie Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Minnesota's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Minnesota finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Minnesota," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Minnesota television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL MISSISSIPPI RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Mississippi residents in all 10 television markets covering the
state.
For Mississippi, this means all stations in each of its 10 television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
one television market in Mississippi.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in
Mississippi - including rural and underserved areas - certainly is one of the
most compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Mississippi's elected representatives
and officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Mississippi finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Mississippi," said Jack Shaw, CEO
of HUGHES. "In addition to delivering local channels in all Mississippi
television markets, the combined company will bridge the `digital divide' by
offering affordable high-speed satellite Internet access to consumers in every
market, including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors. Such documents are not currently
available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL MISSOURI RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference calls
featuring Jack Shaw, president and CEO of Hughes Electronics, Charles Ergen,
chairman and CEO of Echostar Communications, and Eddy Hartenstein, chairman and
CEO of DIRECTV, live audio webcast of analyst call, and video news release
satellite downlink coordinates. Reporters are invited to participate in a
listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Missouri residents in all 13 television markets covering the
state.
For Missouri, this means all stations in each of its 13 television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
three television markets in Missouri.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will allow the merged
company to offer every consumer in the continental United States, Alaska, and
Hawaii access to satellite-delivered local television signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in
Missouri - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Missouri's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Missouri finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Missouri," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Missouri television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1,
2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL MONTANA RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Montana residents in all nine television markets covering the
state.
For Montana, this means all stations in each of its nine television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are not available in
Montana.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will allow the merged
company to offer every consumer in the continental United States, Alaska, and
Hawaii access to satellite-delivered local television signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in Montana
- including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Montana's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Montana finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Montana," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Montana television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1,
2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL NEBRASKA RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Nebraska residents in all nine television markets covering the
state.
For Nebraska, this means all stations in each of its nine television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
one television market in Nebraska.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will allow the merged
company to offer every consumer in the continental United States, Alaska, and
Hawaii access to satellite-delivered local television signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the
78
DIRECTV and DISH Network satellites which, when coupled with advanced spot-beam
satellites and efficiencies created by the merger, could enable local channel
delivery in all 210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in
Nebraska - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Nebraska's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Nebraska finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Nebraska," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Nebraska television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL NEVADA RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Nevada residents in all three television markets covering the
state.
For Nevada, this means all stations in each of its three television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
one television market in Nevada.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in Nevada
- including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Nevada's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Nevada finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Nevada," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Nevada television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310 964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL NEW HAMPSHIRE RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all New Hampshire residents in all three television markets
covering the state.
For New Hampshire, this means all stations in each of its three
television markets will be available via satellite. Today, satellite-delivered
local channels from HUGHES' DIRECTV and EchoStar's DISH Network are available
only in one television market in New Hampshire.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will allow the merged
company to offer every consumer in the continental United States, Alaska, and
Hawaii access to satellite-delivered local television signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in New
Hampshire - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of New Hampshire's elected representatives
and officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in New Hampshire finally have a true, competitive alternative to
incumbent cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in New Hampshire," said Jack Shaw,
CEO of HUGHES. "In addition to delivering local channels in all New Hampshire
television markets, the combined company will bridge the
'digital divide' by offering affordable high-speed satellite Internet access to
consumers in every market, including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS KIM CULIG, 303-723-1277
310-662-9688
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and
Exchange Commission, including one or more Registration Statement(s) on Form S-4
that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL NEW MEXICO RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all New Mexico residents in all four television markets covering
the state.
For New Mexico, this means all stations in each of its four television
markets will be available via satellite. Today, satellite-delivered local
channels from EchoStar's DISH Network are available only in one television
market in New Mexico. HUGHES' DIRECTV does not currently offer local channels in
New Mexico.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will allow the merged
company to offer every consumer in the continental United States, Alaska, and
Hawaii access to satellite-delivered local television signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in New
Mexico - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of New Mexico's elected representatives
and officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in New Mexico finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in New Mexico," said Jack Shaw, CEO
of HUGHES. "In addition to delivering local channels in all New Mexico
television markets, the combined company will bridge the 'digital
divide' by offering affordable high-speed satellite Internet access to consumers
in every market, including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and
Exchange Commission, including one or more Registration Statement(s) on Form S-4
that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL NEW YORK RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all New York residents in all 10 television markets covering the
state.
For New York, this means all stations in each of its 10 television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
one television market in New York.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will allow the merged
company to offer every consumer in the continental United States, Alaska, and
Hawaii access to satellite-delivered local television signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in New
York - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of New York's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in New York finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in New York," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all New York television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1,
2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL NORTH CAROLINA RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all North Carolina residents in all 11 television markets covering
the state.
For North Carolina, this means all stations in each of its 11
television markets will be available via satellite. Today, satellite-delivered
local channels from HUGHES' DIRECTV and EchoStar's DISH Network are available
only in five television markets in North Carolina.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in North
Carolina - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of North Carolina's elected
representatives and officials and we appreciate their feedback and input. Only
if this merger is approved by the federal government will millions of consumers
in small and rural markets in North Carolina finally have a true, competitive
alternative to incumbent cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in North Carolina," said Jack Shaw,
CEO of HUGHES. "In addition to delivering local channels in all North Carolina
television markets, the combined company will bridge the 'digital divide' by
offering affordable high-speed satellite Internet access to consumers in every
market, including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors. Such documents are not currently
available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL NORTH DAKOTA RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all North Dakota residents in all two television markets covering
the state.
For North Dakota, this means all stations in each of its two television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are not available in
North Dakota.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in North
Dakota - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of North Dakota's elected representatives
and officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in North Dakota finally have a true, competitive alternative to
incumbent cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in North Dakota," said Jack Shaw, CEO
of HUGHES. "In addition to delivering local channels in all North Dakota
television markets, the combined company will bridge the `digital divide' by
offering affordable high-speed satellite Internet access to consumers in every
market, including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL OHIO RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Ohio residents in all 12 television markets covering the state.
For Ohio, this means all stations in each of its 12 television markets
will be available via satellite. Today, satellite-delivered local channels from
HUGHES' DIRECTV and EchoStar's DISH Network are available only in three
television markets in Ohio.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will allow the merged
company to offer every consumer in the continental United States, Alaska, and
Hawaii access to satellite-delivered local television signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in Ohio -
including rural and underserved areas - certainly is one of the most compelling
aspects of this deal," said Charles Ergen, chairman and CEO of EchoStar. "We
have heard the concerns of Ohio's elected representatives and officials and we
appreciate their feedback and input. Only if this merger is approved by the
federal government will millions of consumers in small and rural markets in Ohio
finally have a true, competitive alternative to incumbent cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Ohio," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Ohio television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the
participants and their interests in the solicitation was filed pursuant to Rule
425 with the SEC by EchoStar on November 1, 2001 and by each of GM and Hughes on
November 16, 2001. Investors may obtain additional information regarding the
interests of the 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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL OKLAHOMA RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Oklahoma residents in all eight television markets covering the
state.
For Oklahoma, this means all stations in each of its eight television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are not available in
Oklahoma.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will allow the merged
company to offer every consumer in the continental United States, Alaska, and
Hawaii access to satellite-delivered local television signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in
Oklahoma - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Oklahoma's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Oklahoma finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Oklahoma," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Oklahoma television
markets, the combined company will bridge the 'digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the
participants and their interests in the solicitation was filed pursuant to Rule
425 with the SEC by EchoStar on November 1, 2001 and by each of GM and Hughes on
November 16, 2001. Investors may obtain additional information regarding the
interests of the 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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL OREGON RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Oregon residents in all seven television markets covering the
state.
For Oregon, this means all stations in each of its seven television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
one television market in Oregon.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will allow the merged
company to offer every consumer in the continental United States, Alaska, and
Hawaii access to satellite-delivered local television signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in Oregon
- including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Oregon's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Oregon finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Oregon," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Oregon television
markets, the combined company will bridge the 'digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the
participants and their interests in the solicitation was filed pursuant to Rule
425 with the SEC by EchoStar on November 1, 2001 and by each of GM and Hughes on
November 16, 2001. Investors may obtain additional information regarding the
interests of the 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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL PENNSYLVANIA RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Pennsylvania residents in all 11 television markets covering
the state.
For Pennsylvania, this means all stations in each of its 11 television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
four television markets in Pennsylvania.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in
Pennsylvania - including rural and underserved areas - certainly is one of the
most compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Pennsylvania's elected representatives
and officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Pennsylvania finally have a true, competitive alternative to
incumbent cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Pennsylvania," said Jack Shaw, CEO
of HUGHES. "In addition to delivering local channels in all Pennsylvania
television markets, the combined company will bridge the 'digital divide' by
offering affordable high-speed satellite Internet access to consumers in every
market, including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL RHODE ISLAND RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Rhode Island residents.
Today, satellite-delivered local channels from HUGHES' DIRECTV and
EchoStar's DISH Network are not available in Rhode Island.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will allow the merged
company to offer every consumer in the continental United States, Alaska, and
Hawaii access to satellite-delivered local television signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in Rhode
Island - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Rhode Island's elected representatives
and officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Rhode Island finally have a true, competitive alternative to
incumbent cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Rhode Island," said Jack Shaw, CEO
of HUGHES. "In addition to delivering local channels in all Rhode Island
television markets, the combined company will bridge the `digital divide' by
offering affordable high-speed satellite Internet access to consumers in every
market, including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL SOUTH CAROLINA RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all South Carolina residents in all seven television markets
covering the state.
For South Carolina, this means all stations in each of its seven
television markets will be available via satellite. Today, satellite-delivered
local channels from HUGHES' DIRECTV and EchoStar's DISH Network are available
only in two television markets in South Carolina.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in South
Carolina - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of South Carolina's elected
representatives and officials and we appreciate their feedback and input. Only
if this merger is approved by the federal government will millions of consumers
in small and rural markets in South Carolina finally have a true, competitive
alternative to incumbent cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in South Carolina," said Jack Shaw,
CEO of HUGHES. "In addition to delivering local channels in all South Carolina
television markets, the combined company will bridge the `digital divide' by
offering affordable high-speed satellite Internet access to consumers in every
market, including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors. Such documents are not currently
available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL SOUTH DAKOTA RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all South Dakota residents in all four television markets covering
the state.
For South Dakota, this means all stations in each of its four
television markets will be available via satellite. Today, satellite-delivered
local channels from HUGHES' DIRECTV and EchoStar's DISH Network are not
available in South Dakota.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in South
Dakota - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of South Dakota's elected representatives
and officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in South Dakota finally have a true, competitive alternative to
incumbent cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in South Dakota," said Jack Shaw, CEO
of HUGHES. "In addition to delivering local channels in all South Dakota
television markets, the combined company will bridge the `digital divide' by
offering affordable high-speed satellite Internet access to consumers in every
market, including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors. Such documents are not currently
available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL TENNESSEE RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Tennessee residents in all eight television markets covering
the state.
For Tennessee, this means all stations in each of its eight television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
two television markets in Tennessee.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will allow the merged
company to offer every consumer in the continental United States, Alaska, and
Hawaii access to satellite-delivered local television signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in
Tennessee - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Tennessee's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Tennessee finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Tennessee," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Tennessee television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1,
2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL TEXAS RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Texas residents in all 20 television markets covering the
state.
For Texas, this means all stations in each of its 20 television markets
will be available via satellite. Today, satellite-delivered local channels from
HUGHES' DIRECTV and EchoStar's DISH Network are available only in four
television markets in Texas.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will allow the merged
company to offer every consumer in the continental United States, Alaska, and
Hawaii access to satellite-delivered local television signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in Texas -
including rural and underserved areas - certainly is one of the most compelling
aspects of this deal," said Charles Ergen, chairman and CEO of EchoStar. "We
have heard the concerns of Texas's elected representatives and officials and we
appreciate their feedback and input. Only if this merger is approved by the
federal government will millions of consumers in small and rural markets in
Texas finally have a true, competitive alternative to incumbent cable
operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Texas," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Texas television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the
participants and their interests in the solicitation was filed pursuant to Rule
425 with the SEC by EchoStar on November 1, 2001 and by each of GM and Hughes on
November 16, 2001. Investors may obtain additional information regarding the
interests of the 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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL UTAH RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Utah residents.
Today, satellite-delivered local channels from HUGHES' DIRECTV and
EchoStar's DISH Network are not available in Utah.
Details of the plan were filed today by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in Utah -
including rural and underserved areas - certainly is one of the most compelling
aspects of this deal," said Charles Ergen, chairman and CEO of EchoStar. "We
have heard the concerns of Utah's elected representatives and officials and we
appreciate their feedback and input. Only if this merger is approved by the
federal government will millions of consumers in small and rural markets in Utah
finally have a true, competitive alternative to incumbent cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Utah," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Utah television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors. Such documents are not currently
available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL VERMONT RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Vermont residents in all three television markets covering the
state.
For Vermont, this means all stations in each of its three television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
one television market in Vermont.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will allow the merged
company to offer every consumer in the continental United States, Alaska, and
Hawaii access to satellite-delivered local television signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in Vermont
- including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Vermont's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Vermont finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Vermont," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Vermont television
markets, the combined company will bridge the 'digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1,
2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL VIRGINIA RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Virginia residents in all 10 television markets covering the
state.
For Virginia, this means all stations in each of its 10 television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
three television markets in Virginia.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will allow the merged
company to offer every consumer in the continental United States, Alaska, and
Hawaii access to satellite-delivered local television signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in
Virginia - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Virginia's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Virginia finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Virginia," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Virginia television
markets, the combined company will bridge the 'digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1,
2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL WASHINGTON RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Washington residents in all four television markets covering
the state.
For Washington, this means all stations in each of its four television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
two television markets in Washington.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in
Washington - including rural and underserved areas - certainly is one of the
most compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Washington's elected representatives
and officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Washington finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Washington," said Jack Shaw, CEO
of HUGHES. "In addition to delivering local channels in all Washington
television markets, the combined company will bridge the 'digital divide' by
offering affordable high-speed satellite Internet access to consumers in every
market, including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors. Such documents are not currently
available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL WEST VIRGINIA RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all West Virginia residents in all nine television markets covering
the state.
For West Virginia, this means all stations in each of its nine
television markets will be available via satellite. Today, satellite-delivered
local channels from HUGHES' DIRECTV and EchoStar's DISH Network are available
only in two television markets in West Virginia.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in West
Virginia - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of West Virginia's elected representatives
and officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in West Virginia finally have a true, competitive alternative to
incumbent cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in West Virginia," said Jack Shaw,
CEO of HUGHES. "In addition to delivering local channels in all West Virginia
television markets, the combined company will bridge the `digital divide' by
offering affordable high-speed satellite Internet access to consumers in every
market, including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL WISCONSIN RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Wisconsin residents in all nine television markets covering the
state.
For Wisconsin, this means all stations in each of its nine television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
two television markets in Wisconsin.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will allow the merged
company to offer every consumer in the continental United States, Alaska, and
Hawaii access to satellite-delivered local television signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in
Wisconsin - including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Wisconsin's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Wisconsin finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Wisconsin," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Wisconsin television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1,
2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
--------------------------------------------------------------------------------
MERGED ECHOSTAR AND HUGHES WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL WYOMING RESIDENTS
COMBINED COMPANY WILL ALSO BRIDGE `DIGITAL DIVIDE' WITH AFFORDABLE BROADBAND
SATELLITE INTERNET SERVICE IN EVERY MARKET
Editor's note: Following is information on analyst and media conference
calls featuring Jack Shaw, president and CEO of Hughes Electronics, Charles
Ergen, chairman and CEO of Echostar Communications, and Eddy Hartenstein,
chairman and CEO of DIRECTV, live audio webcast of analyst call, and video news
release satellite downlink coordinates. Reporters are invited to participate in
a listen-only mode on an analyst call at 9:30 a.m. Eastern today. The dial-in
number is 913-981-5528 and the confirmation code is 595617. A live audio webcast
of the call will be available through www.hughes.com. The HUGHES website will
also contain information on how the merger of EchoStar and DIRECTV will benefit
the residents of each state, as well as maps comparing local channel coverage by
cable and satellite on a nationwide and statewide basis. Please access the
website 15 minutes prior to the webcast to download any necessary software. A
media conference call that will include a question and answer period will be
held at 11 a.m. Eastern today. Only reporters will be allowed to ask questions.
The dial-in number is 719-457-2646 and the confirmation code is 481462.
EL SEGUNDO, CA AND LITTLETON, CO, FEBRUARY 26, 2002 - EchoStar
Communications Corporation (Nasdaq: DISH) and Hughes Electronics Corporation
(NYSE: GMH), which announced their proposed merger last fall, announced today
that the combined company plans to deliver local TV broadcast channels via
satellite to all Wyoming residents in all seven television markets covering the
state.
For Wyoming, this means all stations in each of its seven television
markets will be available via satellite. Today, satellite-delivered local
channels from HUGHES' DIRECTV and EchoStar's DISH Network are available only in
two television markets in Wyoming.
Details of the plan were filed late Monday by EchoStar and HUGHES in an
application with the Federal Communications Commission (FCC) for authority to
launch and operate a new spot-beam satellite.
In their joint satellite application, the companies detailed a
technically and commercially feasible "Local Channels, All Americans" plan
developed by DISH Network and DIRECTV engineers that will
allow the merged company to offer every consumer in the continental United
States, Alaska, and Hawaii access to satellite-delivered local television
signals.
The filing also seeks authority to launch and operate a new spot-beam
satellite that when combined with four existing and under-construction EchoStar
and DIRECTV spot-beam satellites and spectrum efficiencies achieved by combining
frequencies from three of the companies' orbital locations will enable the
merged company to broadcast local TV channels in all 210 DMAs, including full
compliance with federal must carry requirements. Today, DIRECTV and EchoStar
deliver local broadcast channels via satellite to consumers in a total of only
42 metropolitan markets. The merger eliminates carriage of duplicative content -
a total of more than 500 identical channels - from the DIRECTV and DISH Network
satellites which, when coupled with advanced spot-beam satellites and
efficiencies created by the merger, could enable local channel delivery in all
210 U.S. DMAs.
"While there are numerous consumer and competitive benefits from this
pending merger, the ability to offer local channels to every consumer in Wyoming
- including rural and underserved areas - certainly is one of the most
compelling aspects of this deal," said Charles Ergen, chairman and CEO of
EchoStar. "We have heard the concerns of Wyoming's elected representatives and
officials and we appreciate their feedback and input. Only if this merger is
approved by the federal government will millions of consumers in small and rural
markets in Wyoming finally have a true, competitive alternative to incumbent
cable operators."
New set-top boxes and satellite dishes, which will be capable of
receiving satellite signals from multiple orbital slots, will be made available
free of charge to all existing DIRECTV and DISH Network customers who will
require new equipment in order to receive their local channels from the combined
company.
Consumers across the country will receive programming from the merged
direct broadcast satellite service via one small satellite dish and will pay the
same price for services. "We are one nation, and there will be one dish and one
rate card, regardless of a subscriber's location," said Ergen.
"This merger will set a new standard for the delivery of multichannel
video and broadband services for consumers in Wyoming," said Jack Shaw, CEO of
HUGHES. "In addition to delivering local channels in all Wyoming television
markets, the combined company will bridge the `digital divide' by offering
affordable high-speed satellite Internet access to consumers in every market,
including the most rural areas of the country."
The combined EchoStar-HUGHES will also offer more high definition
channels, new interactive services, expanded national programming networks and
additional educational, specialty and foreign-language programming.
The ability of the combined company to serve all 210 DMAs nationwide
with local channels is contingent upon the proposed HUGHES-EchoStar merger
receiving the necessary government approvals from the FCC and U.S. Department of
Justice, and the successful launch of three new spot-beam satellites.
Implementation of the "Local Channels, All Americans" plan will begin
immediately upon regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter. The proposed transaction is also
subject to review by the Internal Revenue Service, and requires approval by a
majority of GM $1-2/3, GM Class H and EchoStar shareholders.
CONTACTS:
HUGHES ELECTRONICS ECHOSTAR COMMUNICATIONS DIRECTV
MEDIA
GEORGE JAMISON, 310-662-9986 JUDIANNE ATENCIO, 303-723-2010 BOB MARSOCCI, 310-964-4656
RICHARD DORE, 310-662-9670 MARC LUMPKIN, 303-723-2020 ROBERT MERCER, 310-964-4683
INVESTOR RELATIONS
310-662-9688 KIM CULIG, 303-723-1277
DISH Network is a trademark of EchoStar Communications Corporation.
DISH Network is EchoStar's state-of-the-art direct broadcast satellite TV system
that is capable of offering over 500 channels of digital video and CD-quality
audio programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service
provider with more than 10.7 million customers. DIRECTV and the Cyclone Design
logo are registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 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 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 General Motors. Such documents are not currently
available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
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, 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 our 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, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
###