-----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, CNt69x3FefPbWebB1xoOsJcVailwqzNLfxdUZXs28Kp/e/xFvBNPEFRJSjrcnvW8 eDQwTDlFGZRflorR7znd6A== 0000909518-02-000291.txt : 20020418 0000909518-02-000291.hdr.sgml : 20020418 ACCESSION NUMBER: 0000909518-02-000291 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020418 GROUP MEMBERS: ECHOSTAR COMMUNICATIONS CORPORATION GROUP MEMBERS: HUGHES ELECTRONICS CORPORATION FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEC HOLDINGS INC CENTRAL INDEX KEY: 0001168791 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 731630111 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 200 NORTH SEPULVEDA BLVD CITY: EL SEGUNDO STATE: CA ZIP: 90245-0956 MAIL ADDRESS: STREET 1: 200 NORTH SEPULVEDA BLVD CITY: EL SEGUNDO STATE: CA ZIP: 90245-0956 SUBJECT COMPANY: 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: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00143 FILM NUMBER: 02614773 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 425 1 e-ip.txt Filed by HEC Holdings, Inc. Subject Company - General Motors Corporation and Hughes Electronics Corporation and EchoStar Communications Corporation Pursuant to Rule 425 under the Securities Act of 1933 and Deemed Filed Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No.: 333-84472 The following advertisements were distributed on April 18, 2002: TODAY, 42 MILLION AMERICAN HOMES HAVE LITTLE OR NO REAL ALTERNATIVE TO CABLE FOR LOCAL PROGRAMMING. TOMORROW, THEY WILL. [Map of the United States with portions in color] [Colored box.] TV Households With No Competitive Alternative Today [Map of the United States entirely in color] [Colored box.] TV Households With Competitive Alternative After Merger TOGETHER, ECHOSTAR(R) AND DIRECTV(R) WILL BRING LOCAL TV CHANNELS AND AFFORDABLE HIGH-SPEED INTERNET TO EVERYONE IN AMERICA--VIA SATELLITE. The EchoStar/DIRECTV merger will give consumers a real alternative to rising cable rates--it's called "Local Channels, All Americans." How is this possible? With the combined resources of both EchoStar and DIRECTV, we'll be able to eliminate 500 duplicate channels, freeing up that space on our satellites to offer local TV channels. Plus, we've got two advanced spot-beam satellites already in orbit, two more slated for launch, and a fifth new satellite planned for construction as soon as our merger is approved. So the merged company will be able to offer all Americans access to local broadcast channels with digital-quality picture and sound, as well as high-speed Internet service via satellite. And under our plan, everyone will pay the same price for the same service, whether they live in a village of five homes or a city of five million. More choice, more freedom--for all Americans. [ECHOSTAR logo](R) [DIRECTV logo](R) - -------------------------------------------------------------------------------- WHAT DOES THE MERGER MEAN FOR YOU IN PENNSYLVANIA? o Right now, local channels are only available via satellite in four of Pennsylvania's TV markets. After the merger, they will be available in all eleven markets, including Harrisburg, Scranton, Johnstown, Altoona and Erie. o Pennsylvania's more than four million households will be able to get affordable high-speed Internet service via satellite. o More choice for Pennsylvania's families--for the first time, there will be a true competitive alternative to the cable companies. - -------------------------------------------------------------------------------- Hughes, HEC Holdings, Inc., GM and EchoStar intend to file materials with the Securities and Exchange Commission, including a proxy or consent solicitation statement/prospectus, which will contain important information regarding the proposed combination of Hughes and EchoStar. A registration statement, including a preliminary draft consent solicitation statement/information statement/prospectus has been filed with the SEC. We urge stockholders to read these documents, which are or will be available for free at the SEC's website, www.sec.gov and from GM. Information regarding the participants in the solicitation of GM stockholder approval was filed with the SEC by EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001. This advertisement contains forward-looking statements that involve known and unknown risks and uncertainties, including the risks described in the SEC filings referenced above. If any of these risks or uncertainties materialize, our actual results could differ materially from the expectations in these forward-looking statements. (C) 2002 DIRECTV, Inc., DIRECTV and the Cyclone Design logo and FEEL THE JOY are trademarks of DIRECTV, Inc., a unit of Hughes Electronics Corp. All other trademarks and service marks are the property of their respective owner. (C) 2002 EchoStar Communications Corporation. All rights reserved. ******************************************************************************** TODAY, 42 MILLION AMERICAN HOMES HAVE LITTLE OR NO REAL ALTERNATIVE TO CABLE FOR LOCAL PROGRAMMING. TOMORROW, THEY WILL. [Map of the United States with portions in color] [Colored box.] TV Households With No Competitive Alternative Today [Map of the United States entirely in color] [Colored box.] TV Households With Competitive Alternative After Merger TOGETHER, ECHOSTAR(R) AND DIRECTV(R) WILL BRING LOCAL TV CHANNELS AND AFFORDABLE HIGH-SPEED INTERNET TO EVERYONE IN AMERICA--VIA SATELLITE. The EchoStar/DIRECTV merger will give consumers a real alternative to rising cable rates--it's called "Local Channels, All Americans." How is this possible? With the combined resources of both EchoStar and DIRECTV, we'll be able to eliminate 500 duplicate channels, freeing up that space on our satellites to offer local TV channels. Plus, we've got two advanced spot-beam satellites already in orbit, two more slated for launch, and a fifth new satellite planned for construction as soon as our merger is approved. So the merged company will be able to offer all Americans access to local broadcast channels with digital-quality picture and sound, as well as high-speed Internet service via satellite. And under our plan, everyone will pay the same price for the same service, whether they live in a village of five homes or a city of five million. More choice, more freedom--for all Americans. [ECHOSTAR logo](R) [DIRECTV logo](R) - -------------------------------------------------------------------------------- WHAT DOES THE MERGER MEAN FOR YOU IN ILLINOIS? o Right now, local channels are only available via satellite in two of Illinois' TV markets. After the merger, they will be available in all ten markets, including Champaign, Springfield, Decatur, Peoria and Bloomington. o Illinois' more than four million households will be able to get affordable high-speed Internet service via satellite. o More choice for Illinois' families--for the first time, there will be a true competitive alternative to the cable companies. - -------------------------------------------------------------------------------- On March 18, 2002, GM, HEC Holdings, Inc. and EchoStar filed preliminary materials with the SEC, including a Registration Statement of HEC Holdings on Form S-4 that contains a consent solicitation statement/information statement/prospectus. These materials are not yet final and will be amended. We urge stockholders to read these documents, and other relevant documents which are or will be available for free at the SEC's website, www.sec.gov and from GM, because they contain or will contain important information. Information regarding the participants in the solicitation of GM stockholder approval was filed with the SEC by EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001. Additional information regarding the participants' interests is available in the preliminary consent solicitation statement/information statement/prospectus and will be available in the definitive version of it. This advertisement contains forward-looking statements that involve known and unknown risks and uncertainties, including the risks described in the SEC filings referenced above, which could cause actual results to differ materially from the expectations in these forward looking-statements. (C) 2002 DIRECTV, Inc., DIRECTV and the Cyclone Design logo and FEEL THE JOY are trademarks of DIRECTV, Inc., a unit of Hughes Electronics Corp. All other trademarks and service marks are the property of their respective owner. (C) 2002 EchoStar Communications Corporation. All rights reserved. -----END PRIVACY-ENHANCED MESSAGE-----