Filing of Preliminary
Materials with the SEC
News Editors/Business Editors/Automotive Writers
NEW YORK--(BUSINESS WIRE)--June 5, 2003--News Corporation (NYSE:
News Corporation and Hughes Also Announce Receipt of Second
Request under HSR Act
News Corporation (NYSE: NWS, NWS.A), General Motors and its
subsidiary Hughes Electronics (NYSE:GM, GMH) today announced that, in
connection with the separation of Hughes from GM and the acquisition
by News Corporation of 34 percent of the common stock of Hughes, they
have filed preliminary materials with the Securities and Exchange
Commission, including a consent solicitation statement of General
Motors, a registration statement of Hughes and a registration
statement of News Corporation. These materials, however, are not yet
final and will be amended.
In addition, News Corporation and Hughes announced that they have
received requests for additional information from the U.S. Department
of Justice in connection with the pending transaction. The companies
intend to respond promptly to the information requests and do not
anticipate that compliance with the requests will delay completion of
the transaction, which is expected by the end of calendar 2003 or, at
the latest, in the first quarter of calendar 2004. The request for
additional information was issued under notification requirements of
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
News Corporation is a diversified international media and
entertainment company with operations in seven industry segments:
filmed entertainment; television; cable network programming; magazines
and inserts; newspapers; book publishing; and other. The activities of
News Corporation are conducted principally in the United States, the
United Kingdom, Italy, Australia and Asia. For more information,
please visit www.newscorp.com.
General Motors, the world's largest vehicle manufacturer, designs,
builds and markets cars and trucks worldwide and has been the global
automotive sales leader since 1931. GM employs about 342,000 people
around the world. More GM information can be found at www.gm.com.
Hughes, a world-leading provider of digital television
entertainment, broadband satellite networks and services, and global
video and data broadcasting, is a unit of General Motors Corporation.
The earnings of Hughes are used to calculate the earnings attributable
to the GM Class H stock.
In connection with the proposed transactions, on June 5, 2003,
General Motors Corporation ("GM"), Hughes Electronics Corporation
("Hughes") and The News Corporation Limited ("News") filed preliminary
materials with the Securities and Exchange Commission ("SEC"),
including a Preliminary Proxy Statement of GM on Schedule 14-A, a
Registration Statement of Hughes on Form S-4 and a Registration
Statement of News on Form F-4 that contain a consent solicitation
statement of GM, a prospectus of News and a prospectus of Hughes.
These materials are not yet final and will be amended. Investors and
security holders are urged to read the definitive versions of these
materials, as well as any other relevant documents filed or that will
be filed with the SEC, as they become available, because these
documents contain or will contain important information. The
preliminary materials filed on June 5, 2003, the definitive versions
of these materials and other relevant materials (when they become
available) and any other documents filed by GM, Hughes or News with
the SEC, may be obtained for free at the SEC's website, www.sec.gov.
GM stockholders will also receive information at an appropriate time
about how to obtain transaction-related documents for free from GM,
and 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
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 par
value 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 preliminary consent solicitation
statement of GM / prospectus of Hughes / prospectus of News filed with
the SEC on June 5, 2003 and the definitive consent solicitation
statement of GM / prospectus of Hughes / prospectus of News when it
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,
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.
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