NEW YORK, Sept. 11 /PRNewswire/ -- General Motors Corp. (NYSE: GM, GMH)
today announced that it has received a private-letter ruling from the U.S.
Internal Revenue Service confirming that the distribution of Hughes
Electronics common stock to the holders of GM Class H common stock, in
connection with the split-off of Hughes, would be tax-free to GM and its Class
H stockholders for federal income tax purposes.
As previously announced, GM intends to sell its 19.8 percent economic
interest in Hughes to News Corp. (NYSE: NWS, NWS.A). News Corp. would then
acquire from the former GM Class H common stockholders an additional 14.2
percent of the outstanding shares of Hughes common stock in exchange for News
Corp. Preferred American Depositary Shares (ADSs) and/or cash in a taxable
transaction for U.S. federal income tax purposes.
The transactions remain subject to stockholder approval and regulatory
clearances under the Hart-Scott-Rodino Act and by the U.S. Federal
In connection with the proposed transactions, on August 21, 2003, GM,
Hughes, and News Corp. filed definitive materials with the SEC, including a
definitive GM Proxy Statement on Schedule 14A; a Hughes Registration Statement
on Form S-4; and a News Corp. Registration Statement on Form F-4 -- each
containing a consent solicitation statement of GM, a prospectus of Hughes, and
a prospectus of News Corp. Investors and security holders are urged to read
these materials, as well as any other relevant documents filed or that may be
filed with the SEC, as they become available, because these documents contain
or will contain important information.
The materials filed on August 21, 2003 and other relevant materials (when
they become available) and any other documents filed by GM, Hughes or News
Corp. with the SEC, may be obtained without charge at the SEC's website at
www.sec.gov . In addition, the definitive consent solicitation statement
contains information about how GM stockholders may obtain transaction-related
documents without charge directly from GM.
GM and its directors and executive officers, and Hughes and its directors
and 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 certain 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 definitive consent solicitation statement of GM / prospectus of
Hughes / prospectus of News filed with the SEC on August 21, 2003.
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/or News Corp. to differ materially, many of which are beyond
the control of GM, Hughes or News Corp. 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, which 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 and the ability to access capital to maintain
financial flexibility; (9) general business and economic conditions; and (10)
other risks described from time to time in periodic reports filed by GM,
Hughes or News Corp. with the SEC. Those other risks relating to Hughes
include, but are not limited to, the uncertainties regarding the operations of
DIRECTV Latin America, LLC, Hughes' 75% owned subsidiary, which is currently
operating under Chapter 11 bankruptcy proceedings, and the performance of
Hughes satellites. 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", "outlook", "objectives",
"strategy", "target", 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.
SOURCE General Motors Corporation
-0- 09/11/2003 P
/NOTE TO EDITORS: For additional media information, visit
/CONTACT: Toni Simonetti, +1-212-418-6380, email@example.com , or
Jerry Dubrowski, +1-212-418-6261, firstname.lastname@example.org , both of General
Motors Corporation; or Richard Dore of Hughes, +1-310-662-9670,
/Web site: http://media.gm.com
(GM GMH NWS)
CO: General Motors Corporation; Hughes Electronics; News Corp.
ST: Michigan, New York
IN: AUT ENT TVN
-0- Sep/11/2003 16:14 GMT
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