Filed by The News Corporation Limited
Pursuant to Rule 425 under the Securities Act of 1933
and Deemed Filed Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Companies: Hughes Electronics Corporation
Commission File No. 000-26035
General Motors Corporation
Commission File No. 001-00143
The following is an exhibit to the Stock Purchase Agreement entered into by
and among General Motors Corporation, Hughes Electronics Corporation and The
News Corporation Limited, dated as of April 9, 2003, as amended.
EXHIBIT F
(As Amended April 25, 2003)
Program Access Requirements:
News Corp. and DIRECTV Commitments
News Corp. and DIRECTV will be bound by the FCC's program access rules
(otherwise applicable to vertically-integrated satellite cable programming
services) regardless of whether News Corp., DIRECTV or any of their program
services is deemed to be a vertically integrated satellite cable programming
vendor under such rules.
In addition, News Corp. and DIRECTV will make the following commitments, above
and beyond those contained in the FCC's program access rules.
o News Corp. will not offer any of its existing or future
national and regional programming services on an exclusive
basis to any MVPD and will continue to make such services
available to all MVPDs on a non-exclusive basis and
non-discriminatory terms and conditions.
o Neither News Corp. nor DIRECTV will discriminate against
unaffiliated programming services in the selection, price,
terms or conditions of carriage.
o DIRECTV will not enter into an exclusive distribution
arrangement with any Affiliated Program Rights Holder.
"Affiliated Program Rights Holder" includes (i) a program
rights holder in which News Corp. or DIRECTV holds a
non-controlling "Attributable Interest" (as determined by the
FCC's program access attribution rules); and (ii) a program
rights holder in which an entity holding an non-controlling
Attributable Interest in News Corp. or DIRECTV holds an
Attributable Interest, provided that News Corp. or DIRECTV has
actual knowledge of such entity's Attributable Interest in such
program rights holder.
o Liberty Media owns approximately 18% of the non-voting equity
of News Corp. Liberty Media currently is considered a
vertically integrated programmer under the FCC's program access
rules and, as such, is restricted in its ability to enter into
exclusive or discriminatory agreements with respect to
satellite-delivered cable programming services in which it has
an Attributable Interest. In the event Liberty Media is no
longer deemed a vertically integrated programmer (including by
reason of the sale of its Puerto Rican cable interests) and so
long as Liberty Media holds an Attributable Interest in News
Corp., DIRECTV will deal with Liberty Media with respect to
programming services it controls as if it continued as a
vertically integrated programmer subject to the program access
rules.
o DIRECTV may continue to compete for programming that is
lawfully offered on an exclusive basis by an unaffiliated
program rights holder (e.g., NFL Sunday Ticket).
o Neither News Corp. nor DIRECTV (including any entity over which
either exercises control) shall unduly or improperly influence:
(i) the decision of any Affiliated Program Rights Holder to
sell programming to an unaffiliated MVPD; or (ii) the prices,
terms and conditions of sale of programming by any Affiliated
Program Rights Holder to an unaffiliated MVPD.
These commitments will apply to News Corp. and DIRECTV for the later of (1) as
long as the FCC deems News Corp. to have an Attributable Interest in DIRECTV
and the FCC's program access rules are in effect (provided that if the program
access rules are modified these commitments shall be modified to conform to
any revised rules adopted by the FCC) or (2) if these commitments are embodied
in a consent decree or other appropriate order issued by or agreement with the
DOJ, FTC or FCC, for the term specified by such consent decree, order or
agreement.
In connection with the proposed transactions, General Motors Corporation
("GM"), Hughes Electronics Corporation ("Hughes") and The News Corporation
Limited ("News") intend to file relevant materials with the Securities and
Exchange Commission ("SEC"), including one or more registration statement(s)
that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, investors and security
holders are urged to read them, if and when they become available. When filed
with the SEC, they will be available for free (along with any other documents
and reports filed by GM, Hughes or News with the SEC) at the SEC's website,
www.sec.gov. GM stockholders will also receive information at an appropriate
time on how to obtain transaction-related documents for free from GM. When
these documents become available, News stockholders may obtain these documents
free of charge by directing such request to: News America Incorporated, 1211
Avenue of the Americas, 7th Floor, New York, New York 10036, attention:
Investor Relations.
GM and its directors and executive officers and Hughes and certain of its
executive officers may be deemed to be participants in the solicitation of
proxies or consents from the holders of GM $1-2/3 common stock and GM Class H
common stock in connection with the proposed transactions. Information about
the directors and executive officers of GM and their ownership of GM stock is
set forth in the proxy statement for GM's 2003 annual meeting of shareholders.
Participants in GM's solicitation may also be deemed to include those persons
whose interests in GM or Hughes are not described in the proxy statement for
GM's 2003 annual meeting. Information regarding these persons and their
interests in GM and/or Hughes was filed pursuant to Rule 425 with the SEC by
each of GM and Hughes on April 10, 2003. Investors may obtain additional
information regarding the interests of such participants by reading the
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 any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act
of 1933, as amended.
Materials included in this document contain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that could cause actual results to be materially different
from historical results or from any future results expressed or implied by
such forward-looking statements. The factors that could cause actual results
of GM, Hughes and News to differ materially, many of which are beyond the
control of GM, Hughes or News include, but are not limited to, the following:
(1) operating costs, customer loss and business disruption, including, without
limitation, difficulties in maintaining relationships with employees,
customers, clients or suppliers, may be greater than expected following the
transaction; (2) the regulatory approvals required for the transaction may not
be obtained on the terms expected or on the anticipated schedule; (3) the
effects of legislative and regulatory changes; (4) an inability to retain
necessary authorizations from the FCC; (5) an increase in competition from
cable as a result of digital cable or otherwise, direct broadcast satellite,
other satellite system operators, and other providers of subscription
television services; (6) the introduction of new technologies and competitors
into the subscription television business; (7) changes in labor, programming,
equipment and capital costs; (8) future acquisitions, strategic partnerships
and divestitures; (9) general business and economic conditions; and (10) other
risks described from time to time in periodic reports filed by GM, Hughes or
News with the SEC. You are urged to consider statements that include the words
"may," "will," "would," "could," "should," "believes," "estimates,"
"projects," "potential," "expects," "plans," "anticipates," "intends,"
"continues," "forecast," "designed," "goal," or the negative of those words or
other comparable words to be uncertain and forward-looking. This cautionary
statement applies to all forward-looking statements included in this document.