-----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, GzMXqqW4jdmyU+uUZDT+JdfyK48s7jXW+6m4fXxdeGdg0hUbKXem/XLwgitrJwpC eRrRc1vlb242r0Y7G+iJaw== 0000909518-99-000421.txt : 19990623 0000909518-99-000421.hdr.sgml : 19990623 ACCESSION NUMBER: 0000909518-99-000421 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990621 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990622 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: SEC FILE NUMBER: 001-00143 FILM NUMBER: 99649975 BUSINESS ADDRESS: STREET 1: 100 RENAISSANCE CTR CITY: DETROIT STATE: MI ZIP: 48265-1000 BUSINESS PHONE: 3135565000 MAIL ADDRESS: STREET 1: 3044 W GRAND BOULEVARD CITY: DETROIT STATE: MI ZIP: 48202-3091 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------------------------------------- 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): June 21, 1999 ----------------------------------------------------------------- GENERAL MOTORS CORPORATION (Exact Name of Registrant) Delaware 1-143 38-0572515 (State of Incorporation) (Commission File No.) (IRS Employer Identification Number) 100 Renaissance Center, Detroit, Michigan 48265-1000 3044 West Grand Boulevard, Detroit, Michigan 48202-3091 (Address of Principal Executive Offices) (313) 556-5000 (Registrant's telephone number) #600294 v6. Item 5. Other Events Hughes Electronics Corporation ("Hughes") issued a press release on June 21, 1999, announcing, among other things, the formation of a strategic alliance with America Online, Inc. to market digital entertainment and internet services. A copy of the press release is attached hereto as Exhibit 99.1. Hughes also issued a press release on June 21, 1999, announcing, among other things, the extension of the election deadline for former holders of United Satellite Broadcasting Company, Inc. ("USSB") shares to elect cash or shares of GM Class H common stock in connection with the consummated merger of USSB into Hughes and a second quarter 1999 charge related to Hughes' satellite manufacturing operations. A copy of the press release is attached hereto as Exhibit 99.2. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit No. Exhibit ----------- ------- 99.1 Press Release dated June 21, 1999. 99.2 Press Release dated June 21, 1999. 2 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) By: /s/ Peter R. Bible ------------------------------- Date: June 21, 1999 Name: Peter R. Bible Title: Chief Accounting Officer 2 EXHIBIT INDEX Exhibit No. Exhibit ----------- ------- 99.1 Press Release dated June 21, 1999. 99.2 Press Release dated June 21, 1999 EX-99 2 EXHIBIT 99.1 AMERICA ONLINE/HUGHES ELECTRONICS CORPORATION AMERICA ONLINE AND HUGHES ELECTRONICS FORM STRATEGIC ALLIANCE TO MARKET UNPARALLELED DIGITAL ENTERTAINMENT AND INTERNET SERVICES Will Accelerate Growth of DIRECTV, AOL TV and Launch AOL-Plus High-Speed Internet Service via DirecPC Nationwide Satellite System AOL to Make $1.5 Billion Strategic Investment in Hughes DULLES, Virg., and EL SEGUNDO, Calif., June 21, 1999 -- America Online, Inc. (NYSE:AOL), the world's leading interactive services company, and Hughes Electronics Corporation (NYSE:GMH), the world's leading provider of digital television entertainment and satellite-based data services, today announced a strategic alliance to develop and market uniquely integrated digital entertainment and Internet services nationwide. The Companies said that this alliance will accelerate subscriber growth and revenue-per-subscriber for Hughes' DIRECTV(R) television entertainment service and DirecPC(R) satellite-based broadband Internet delivery system, as well as extend the reach of America Online's developing AOL TV interactive television and high-speed AOL-Plus services. America Online and Hughes also plan to jointly develop new content and interactive services for the U.S. market and elsewhere in the world. This new alliance builds on the Companies' earlier agreement to develop a "combination" set-top receiver to make DIRECTV/AOL TV available to consumers next year. The Companies will launch an extensive cross-marketing initiative to package and extend the reach of both AOL TV and DIRECTV. Hughes and America Online will market the DIRECTV/AOL TV package to America Online's more than 16 million AOL and CompuServe members in the United States, as well as to millions more consumers of its Internet brands. Hughes also will market AOL TV to its more than 7 million current DIRECTV subscribers, and to millions of potential new subscribers through its extensive network of retail outlets. The Companies will also make the AOL-Plus broadband service available nationwide via the DirecPC satellite Internet network by early 2000. This initiative builds on America Online's recently announced partnerships with Bell Atlantic and SBC Communications to deliver DSL broadband connectivity to AOL members. The DirecPC network provides broadband download speeds up to 14 times faster than the standard 28.8 kilobits-per-second analog modem. AOL-Plus members will be able to transmit information back over standard telephone lines at speeds as fast as 56.6 kbps. Hughes Network Systems, a unit of Hughes, provides the DirecPC system and service, and will design and initially manufacture the combination DIRECTV/AOL TV set-top receiver. The alliance will also enhance the development of Hughes' next-generation satellite system for two-way, broadband connectivity, known as Spaceway(TM), scheduled to launch in 2002. Hughes previously announced a $1.4 billion investment to design, manufacture and launch the North American system and accompanying ground infrastructure. Under the agreement, America Online will make a $1.5 billion strategic investment in a General Motors equity security, which carries a 6-1/4% coupon rate, that is automatically convertible into GM Class H common stock (GMH) at a 24 percent premium in three years. GM will immediately invest the $1.5 billion in a security of Hughes under similar terms where it will be employed to implement the strategic alliance between AOL and Hughes. AOL said the investment would be non-dilutive to its earnings. Over the next three years, Hughes is making a major commitment to market AOL TV and AOL-Plus, as well as accelerate the growth of DIRECTV and DirecPC. Among its planned expenditures are: ** More than $500 million for AOL-Plus via DirecPC through both America Online brands and Hughes retail channels; ** Up to $500 million for DIRECTV, including more than $150 million in marketing to AOL members; ** Approximately $400 million for the combined DIRECTV/AOL TV service; and ** Approximately $100 million for DirecDuo, which enables subscribers to access the DIRECTV and DirecPC networks with a single satellite dish. America Online and Hughes have agreed to explore making broadband satellite offerings available in Latin America as that market evolves. 2 Alliance Advances "AOL Anywhere" and Hughes Internet and Interactive Strategies Steve Case, Chairman and Chief Executive Officer of America Online, Inc., said: "Our strategic alliance with Hughes is a major step forward in our "AOL Anywhere" strategy, as well as a valuable e-commerce opportunity and yet another addition to our broadband capabilities. It benefits America Online across all fronts and puts more pieces in place for the next wave of interactive services. AOL TV and DIRECTV are a winning combination, and we believe that AOL members and DIRECTV subscribers, as well as other television viewers, will see it the same way." Mr. Case added: "We are committed to providing our AOL-Plus high-speed service over all broadband technologies as they emerge for the mass market audience -- DSL, cable, DirecPC, and wireless. With this alliance, we are providing our members with the only broadband connectivity network with a national footprint. Together with our DSL partnerships, this new Hughes alliance will help ensure that millions of AOL members across the United States will be among the first to benefit from convenient and easy-to-use broadband Internet access." Mike Smith, Chairman and Chief Executive Officer of Hughes Electronics, said: "This is an alliance of the #1 brand in interactive services and the #1 brand in digital television entertainment. As a result, Hughes will not only accelerate its already record-setting DIRECTV subscriber growth, but we will also attain entirely new revenues from Internet-based service opportunities. It's another demonstration of Hughes' leadership in digital communications, and our vision of being the premier global provider of integrated entertainment and information products and services. We created the high-power digital satellite television industry five years ago and set a new standard for multi-channel television entertainment. By joining with America Online in this strategic relationship, we're making it clear that DIRECTV will remain the market leader." Mr. Smith added: "Offering AOL-Plus via DirecPC clearly marks Hughes' commitment to being a leader in the Internet economy. Our technological leadership allowed us to launch DirecPC to the consumer market in 1997, well before any of our competitors. As we offer the power of high-speed, satellite-delivered data services to AOL members, we'll just be scratching the surface of the major role that satellites can and will play in the broadband Internet market." Bob Pittman, President and Chief Operating Officer of America Online, Inc., said: "This alliance with Hughes demonstrates America Online's continuing commitment to embracing all mass market technologies that enrich our members' interactive experiences. AOL TV is a natural enhancement for DIRECTV's successful service. And the key to our broadband strategy is to offer our members all the services unique to these higher speeds, in addition to all the narrowband features, services, and content they now receive. Through this alliance, along with the partnerships we've forged with telecommunications 3 companies, we will now have the ability to offer best-of-breed services ranging from long distance telephone and broadband access to interactive TV and dial-up connectivity at attractive package prices to our members -- making AOL even more central to their daily lives." About America Online Founded in 1985, America Online, Inc., based in Dulles, Virginia, is the world's leader in interactive services, Web brands, Internet technologies, and e-commerce services. America Online, Inc. operates: two worldwide Internet services, America Online, with more than 17 million members, and CompuServe, with approximately 2 million members; several leading Internet brands including ICQ, AOL Instant Messenger and Digital City, Inc.; the Netscape Netcenter and AOL.COM portals; the Netscape Navigator and Communicator browsers; and AOL MovieFone, the nation's # 1 movie listing guide and ticketing service. Through its strategic alliance with Sun Microsystems, the Company develops and offers easy-to-deploy, end-to-end e-commerce and enterprise solutions for companies operating in the Net Economy. About Hughes Electronics Corporation Hughes Electronics Corporation is the world's leading provider of digital television entertainment, and satellite and wireless systems and services. The Company's DIRECTV, Inc. unit is the United States' leading digital television entertainment service, with more than 7.3 million subscribers. DIRECTV provides more than 210 channels of sports, entertainment, news, music and family programming, including exclusive and original programming. Hughes also holds major interests in DIRECTV businesses in Latin America and Japan. Hughes owns 81 percent of PanAmSat Corporation (NASDAQ:SPOT), the world's leading commercial provider of global satellite-based communications services. Two other units, Hughes Space and Communications Company and Hughes Network Systems (HNS), are leading providers of satellite systems, and ground systems and services, respectively. HNS is the world leader in satellite-based data communications, and provides the DirecPC system and service. DIRECTV is a trademark of DIRECTV, Inc. DirecPC is a trademark of Hughes Network Systems. The earnings of Hughes Electronics are used to calculate the earnings per share attributable to GMH (NYSE symbol) common stock. Visit Hughes on the World Wide Web at www.hughes.com. # # # 4 AOL Media Contact: Jim Whitney (703) 265-2896 AOL INVESTOR RELATIONS: MICHAEL GROSS (703) 265-1271 HUGHES MEDIA CONTACT: RICHARD DORE (310) 662-9670 HUGHES INVESTOR RELATIONS: (310) 662-9688 5 EX-99 3 EXHIBIT 99.2 FOR IMMEDIATE RELEASE MEDIA CONTACT: RICHARD DORE, 310-662-9670 INVESTOR RELATIONS: 310-662-9688 HUGHES EXTENDS ELECTION PERIOD FOR FORMER USSB SHAREHOLDERS EL SEGUNDO, Calif., June 21, 1999 - Hughes Electronics Corporation announced today that, in connection with the recently completed merger of United States Satellite Broadcasting Company, Inc. (USSB) into Hughes, it is extending until 9 a.m. EDT, on Monday, June 28, 1999 the time during which former holders of USSB shares may elect to receive cash or shares of General Motors Class H common stock as payment for their USSB shares. The extension provides USSB shareholders with the opportunity to consider the potential impact of today's separately announced $1.5 billion investment by America Online, Inc. (AOL) to form a strategic alliance with Hughes. In addition, Hughes announced a second quarter 1999 charge related to Hughes' satellite manufacturing operations. The extension of the election period will enable former USSB shareholders to factor this information into their decision as to whether to elect to receive .3199 of a share of GM Class H common stock in lieu of $18.00 of cash as the consideration for each share of USSB that they formerly owned. Hughes does not anticipate that this extension of the election deadline will materially delay the actual distribution of cash or certificates beyond the previously announced distribution date of July 6. Except for the extension of the election deadline, none of the terms of the election which former USSB shareholders may make have been changed and no change has been made in the consideration to be paid to former shareholders of USSB. The strategic alliance with AOL will accelerate subscriber growth and revenue-per-subscriber for Hughes' DIRECTV(R) television entertainment service and DirecPC(R) satellite-based broadband Internet delivery system, as well as help develop and extend the reach of America Online's AOL TV interactive television and AOL-Plus high-speed services. Hughes and AOL also plan to jointly develop new content and interactive services for the U.S. market and elsewhere in the world. The charge at Hughes Space and Communications Company, the satellite manufacturing unit of Hughes, is primarily due to increased development costs and schedule delays related to several new product lines. After required intercompany eliminations, Hughes expects to report a second quarter pre-tax charge to earnings of between $100 million and $130 million ($65 million to $85 million after tax). This is the principal contributor to Hughes' anticipated loss for the quarter of 20 to 25 cents per share, excluding GM purchase accounting adjustments. During the extension period for exercise of the USSB election process, former USSB shareholders may revoke an election previously made and make a new one, or make an initial election if they have not already done so in the manner provided in the letter of transmittal previously sent to them. A revocation of an earlier election must be made in writing and received by Boston Equiserve by 5:00 p.m. EDT, on June 27, 1999, the close of business on the day prior to the extended deadline of June 28, 1999. No further notice is required from former USSB shareholders that have already made an election and do not wish to change that election. A letter containing additional details regarding the extension and the election will also be mailed as soon as practicable to former USSB shareholders who are entitled to make the election. Questions concerning the extension or exercise of the election can be addressed to Hughes' transfer agent, Boston Equiserve at 1-800-331-9922. Separately, due to AOL's $1.5 billion strategic investment, General Motors Corporation (GM) and Hughes have decided not to proceed with the previously planned public offering of $500 million of Class H common stock nor GM's $500 million equity investment in Hughes. ### 2 -----END PRIVACY-ENHANCED MESSAGE-----