-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DZyoRoBgQi2NahGAzTcSRS2AtTbLREzaO9iOD1htDgYKpb5SDQndDYkR1Kk91FZj E8kM83hvcOK285WXOExBFA== 0000040730-03-000056.txt : 20030319 0000040730-03-000056.hdr.sgml : 20030319 20030319151824 ACCESSION NUMBER: 0000040730-03-000056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030318 ITEM INFORMATION: Other events FILED AS OF DATE: 20030319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS CORP CENTRAL INDEX KEY: 0000040730 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380572515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00143 FILM NUMBER: 03609131 BUSINESS ADDRESS: STREET 1: 300 RENAISSANCE CTR STREET 2: MAIL CODE: 482-C34-D71 CITY: DETROIT STATE: MI ZIP: 48265-3000 BUSINESS PHONE: 3135565000 MAIL ADDRESS: STREET 1: 300 RENAISSANCE CTR STREET 2: MAIL CODE: 482-C34-D71 CITY: DETROIT STATE: MI ZIP: 48265-3000 8-K 1 gmhughesdlachapter11031903.txt PRESS RELEASES ON HUGHES SUBSIDIARY SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 18, 2003 --------------- GENERAL MOTORS CORPORATION ----------------------------------------------------- (Exact name of registrant as specified in its charter) STATE OF DELAWARE 1-143 38-0572515 - ---------------------------- ----------------------- ------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 300 Renaissance Center, Detroit, Michigan 48265-3000 - -------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (313)-556-5000 -------------- Item 5. OTHER EVENTS On March 18, 2003, DIRECTV Latin America, LLC, a 75 percent owned subsidiary of Hughes Electronics Corporation (Hughes), a wholly owned subsidiary of General Motors Corporation (GM), announced its filing of a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. A copy of the press release relating to such announcement, dated March 18, 2003, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In addition, DIRECTV Latin America, LLC announced the retirement of Kevin N. McGrath as chairman and the appointment of Larry N. Chapman as its president and chief operating officer. A copy of the press release relating to such announcement, dated March 18, 2003, is attached hereto as Exhibit 99.2 and is incorporated herein by reference. EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 99.1 Press Release dated March 18, 2003. 99.2 Press Release dated March 18, 2003. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GENERAL MOTORS CORPORATION -------------------------- (Registrant) Date March 19, 2003 --------------- By /s/Peter R. Bible -------------------------- (Peter R. Bible, Chief Accounting Officer) EX-99 3 exhibit991chapter11.txt DIRECTV LATIN AMERICA, LLC PETITIONS CHAPTER 11 Exhibit 99.1 DIRECTV LATIN AMERICA, LLC FILES VOLUNTARY PETITION FOR CHAPTER 11 REORGANIZATION IN U.S. DIRECTV(TM) SERVICE WILL CONTINUE AS NORMAL ACROSS LATIN AMERICA FORT LAUDERDALE, FL - March 18, 2003 - DIRECTV Latin America, LLC today announced that in order to aggressively address the Company's financial and operational challenges, it has filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The filing applies only to DIRECTV Latin America, LLC, a U.S. company, and does not include any of its operating companies in Latin America and the Caribbean, which will continue regular operations. DIRECTV(TM) is the leading pay television service in Latin America and the Caribbean with approximately 1.6 million subscribers in 28 countries. DIRECTV Latin America, LLC intends to continue providing its DIRECTV service as normal without interruption across Latin America and the Caribbean. "The commitment by DIRECTV Latin America, LLC to provide its customers with the best service and widest array of entertainment options has not changed," said Michael A. Feder, chief restructuring officer, DIRECTV Latin America, LLC. "The action we have taken today in the U.S. is intended to strengthen DIRECTV Latin America and allow us to continue to selectively add new subscribers on a profitable basis and further enhance our product offerings for the benefit of our customers." DIRECTV Latin America, LLC is a Delaware limited liability company owned by DIRECTV Latin America Holdings, a subsidiary of Hughes Electronics Corporation (HUGHES); Darlene Investments LLC, an affiliate of the Cisneros Group of Companies; and Grupo Clarin. Today's filing was made in the U.S. Bankruptcy Court in Wilmington, Delaware. HUGHES has agreed to provide DIRECTV Latin America with a $300 million senior secured debtor-in-possession financing facility (subject to Bankruptcy Court approval) to supplement its existing cash flow and help ensure that vendors, programmers and other business associates receive payment for services incurred after the bankruptcy filing was made. In early January 2003, DIRECTV Latin America, LLC announced it had initiated negotiations with certain programmers, suppliers and business associates in an effort to resolve issues that have affected the financial performance of the Company in recent years, including excessive fixed costs and a substantial debt burden during a time of economic deterioration throughout Latin America. The Company's decision to voluntarily file for Chapter 11 followed its determination that these negotiations would not achieve a satisfactory long-term outcome for DIRECTV Latin America, LLC. Feder said, "We appreciate the efforts by all involved in the discussions regarding a potential out-of-court restructuring. However, we have concluded that a Chapter 11 filing is a necessary and appropriate means of addressing the Company's current financial and operating challenges. We expect this process will enable us to significantly reduce our fixed costs by restructuring or rejecting contracts that are not in line with the current economic realities of the marketplace or that do not provide for programmers and suppliers to appropriately share the risks of exchange rate fluctuation and currency devaluation. The process should also allow us to simplify certain contractual issues and significantly reduce our long-term debt." Feder continued, "Because we have already identified the issues that need to be addressed, we are prepared to move forward quickly and complete the restructuring process as soon as we are able." Concurrent with today's announcement, it was announced that Kevin N. McGrath has retired as chairman of DIRECTV Latin America, LLC, and Larry N. Chapman has been named president and chief operating officer of the Company, effective immediately. DIRECTV Latin America, LLC previously retained AP Services, LLC, an affiliate of AlixPartners, LLC as restructuring advisors and appointed Feder, a principal of the firm, as chief restructuring officer. Feder will continue to oversee the restructuring efforts during the bankruptcy process, reporting to Chapman. In conjunction with today's Chapter 11 filing, DIRECTV Latin America, LLC has filed "First Day Motions" in the court in Wilmington to support its employees and vendors. These filings include requests to continue employee payroll and benefits as usual; to obtain interim approval of the DIP financing from HUGHES and maintain existing cash management programs; and to retain legal and financial professionals to assist with the Company's restructuring. In addition, the Company intends to file motions today seeking to reject certain executory agreements that it has determined to be uneconomic and not in its best long-term interest. These include contracts pertaining to Disney Channel Latin America, MUSIC CHOICE and certain exclusive rights to broadcast the 2006 FIFA World Cup(TM) soccer tournament. DIRECTV Latin America, LLC will continue normal business operations in its markets across Latin America and the Caribbean. "We will continue to pursue opportunities to add new programming and services that further enhance the DIRECTV experience for our customers," Feder said. About DIRECTV Latin America DIRECTV is the leading direct-to-home satellite television service in Latin America and the Caribbean. Currently, the service reaches approximately 1.6 million customers in the region, in a total of 28 markets. DIRECTV is currently available in: Argentina, Brazil, Chile, Colombia, Costa Rica, Ecuador, El Salvador, Guatemala, Honduras, Mexico, Nicaragua, Panama, Puerto Rico, Trinidad & Tobago, Uruguay, Venezuela and several Caribbean island nations. DIRECTV Latin America, LLC is a multinational company owned by DIRECTV Latin America Holdings, a subsidiary of Hughes Electronics Corporation; Darlene Investments, LLC, an affiliate of the Cisneros Group of Companies; and Grupo Clarin. DIRECTV Latin America has offices in Buenos Aires, Argentina; Sao Paulo, Brazil; Cali, Colombia; Mexico City, Mexico; Carolina, Puerto Rico; Fort Lauderdale, USA; and Caracas, Venezuela. For more information on DIRECTV Latin America please visit www.directvla.com. Hughes Electronics Corporation, a unit of General Motors Corporation, is a world-leading provider of digital television entertainment, broadband satellite networks and services, and global video and data broadcasting. The earnings of HUGHES are used to calculate the earnings attributable to the General Motors Class H common stock (NYSE:GMH). # # # EX-99 4 exhibit992chapter11.txt CHAIRMAN OF DIRECTV LATIN AMERICA, LLC RETIRES Exhibit 99.2 KEVIN N. MCGRATH RETIRES AS DIRECTV LATIN AMERICA, LLC CHAIRMAN; LARRY N. CHAPMAN NAMED PRESIDENT AND CHIEF OPERATING OFFICER FORT LAUDERDALE, FL - March 18, 2003 - DIRECTV Latin America, LLC today announced that Kevin N. McGrath will retire as chairman, effective immediately. Larry N. Chapman has been named president and chief operating officer of DIRECTV Latin America, LLC, effective immediately. Chapman, who has been with Hughes Electronics Corporation since 1980, will report to Eddy W. Hartenstein, chairman of DIRECTV Latin America, LLC and corporate senior executive vice president of HUGHES. HUGHES, through its DIRECTV Latin America Holdings subsidiary, owns 75 percent of DIRECTV Latin America, LLC. "I have spent almost 26 years working for General Motors and related subsidiaries. For the better part of the past decade I have worked with an extremely talented and dedicated group of people to launch and build DIRECTV(TM) into the leading pay television service in Latin America and the Caribbean," said McGrath. "We were the first all-digital pay television service in Latin America, bringing the highest quality programming to households throughout the region. While I am extremely proud of all that the DIRECTV Latin America team has accomplished and I am confident that the Company will successfully emerge from its restructuring, I feel it is now time for me to move on. Therefore, I have elected to retire and spend more time with my family and pursue other goals." "Kevin deserves much credit for bringing hundreds of channels of digital television programming via satellite to TV viewers in countries throughout Latin America and the Caribbean," said Hartenstein. "Providing such a sophisticated service to consumers in 28 different countries with different cultures and in three languages, was a daunting challenge. We appreciate his enormous contributions and wish him well in his future endeavors." Hartenstein continued, "Both Larry Chapman and I are committed to the successful future of DIRECTV Latin America. Larry is a seasoned veteran of HUGHES and DIRECTV in the U.S. and his breadth of experience and superb knowledge of the satellite television business make him the ideal choice to oversee DIRECTV Latin America during this critical period." DIRECTV Latin America, LLC announced earlier today that in order to aggressively address the Company's financial and operational challenges, it has filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The filing applies only to DIRECTV Latin America, LLC, a U.S. company, and does not include any of its operating companies in Latin America and the Caribbean, which will continue regular operations. "Kevin has established a strong leadership team and talented employee base at DIRECTV Latin America and I look forward to working together with Eddy and all DIRECTV Latin America employees as we position the Company for future profitable growth," said Chapman. "While we have a formidable challenge ahead, I'm confident that we will emerge as a stronger and more efficient organization." DIRECTV is the leading pay television service in Latin America and the Caribbean with approximately 1.6 million subscribers in 28 countries. DIRECTV Latin America, LLC is owned by DIRECTV Latin America Holdings, a subsidiary of Hughes Electronics Corporation (HUGHES); Darlene Investments LLC, an affiliate of the Cisneros Group of Companies; and Grupo Clarin. In December 2002, Chapman was named corporate senior vice president of HUGHES to work with Hartenstein and the DIRECTV Latin America management team applying his exceptional expertise and experience to assist in evaluating and managing the DIRECTV Latin America business consistent with the overall objectives of enhanced competitiveness and profitability. A member of the original DIRECTV launch team in the U.S., Chapman was executive vice president in charge of DIRECTV's Product Development, Marketing and Advertising organizations. In his Product Development role, Chapman was responsible for DIRECTV's receiver development strategy as well as the development and deployment of advanced services such as digital video recording and interactive television. Marketing responsibilities included development and execution of customer offers and promotions, customer upgrade efforts, and customer loyalty programs. Advertising responsibilities included oversight of DIRECTV's advertising agency, advertising strategy, brand management and media planning. From March 2000 through August 2001, Chapman was president of DIRECTV Global Digital Media Inc., a business unit of HUGHES. Before his assignments with DIRECTV, Chapman served in various business development roles at Hughes Communications, Inc., a former satellite services subsidiary of Hughes Electronics Corporation. Chapman holds MS and BS degrees in electrical engineering from the University of Florida. McGrath, who joined HUGHES in 1987, was named chairman of DIRECTV Latin America, LLC and appointed vice president of HUGHES in 1996. Previously, McGrath was president of DIRECTV International. Prior to his position with DIRECTV International, McGrath was named president of Hughes Communications, Inc. in November 1993. Prior to joining HUGHES, McGrath spent a decade in increasingly responsible positions at various units of General Motors Corporation. He joined GM in 1977. About DIRECTV Latin America DIRECTV is the leading direct-to-home satellite television service in Latin America and the Caribbean. Currently, the service reaches approximately 1.6 million customers in the region, in a total of 28 markets. DIRECTV is currently available in: Argentina, Brazil, Chile, Colombia, Costa Rica, Ecuador, El Salvador, Guatemala, Honduras, Mexico, Nicaragua, Panama, Puerto Rico, Trinidad & Tobago, Uruguay, Venezuela and several Caribbean island nations. DIRECTV Latin America, LLC is a multinational company owned by DIRECTV Latin America Holdings, a subsidiary of Hughes Electronics Corporation; Darlene Investments, LLC, an affiliate of the Cisneros Group of Companies, and Grupo Clarin. DIRECTV Latin America has offices in Buenos Aires, Argentina; Sao Paulo, Brazil; Cali, Colombia; Mexico City, Mexico; Carolina, Puerto Rico; Fort Lauderdale, USA; and Caracas, Venezuela. For more information on DIRECTV Latin America please visit www.directvla.com. Hughes Electronics Corporation, a unit of General Motors Corporation, is a world-leading provider of digital television entertainment, broadband satellite networks and services, and global video and data broadcasting. The earnings of HUGHES are used to calculate the earnings attributable to the General Motors Class H common stock (NYSE:GMH). # # # -----END PRIVACY-ENHANCED MESSAGE-----