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 state-specific booklets set forth below are currently available
on Hughes' merger support website.
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN ALABAMA
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 9 MARKETS IN
ALABAMA.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Alabama, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Alabama to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
ALABAMA
o Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Alabama.
o About 1.2 million of the 1.7 million TV households in Alabama
subscribe to a cable service, which equates to about 69% of all
Alabama households.
[Map of the state of Alabama with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
ALABAMA
o In Alabama, only those DBS TV households within the Atlanta and
Birmingham et al television markets have a fully competitive
multi-channel alternative to cable -- WITH local channels.
o Competitive alternatives to cable did not seriously take form until
the launch of DIRECTV(R) in 1994, later joined by DISH Network in
1996.
o DBS offered more channels and superior picture and sound quality
compared to cable, with one notable exception: consumers were not
able to receive their local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to
offer local channels. Only at this point did DBS become a viable
competitive alternative to cable, at least in the two markets in
Alabama in which DIRECTV and DISH Network began delivering local
channels.
[Map of the state of Alabama and certain surrounding states with portions in
color and with the phrase "423,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
ALABAMA
o As shown by this map, Alabama TV households outside the Atlanta and
Birmingham et al television markets do not have a true competitive
alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks to
viewers in every one of the 9 local channel markets in Alabama.
[Map of the state of Alabama and certain surrounding states with portions
in color and the phrase "7 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
ALABAMA
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY
television market across the country, including all 9 markets in Alabama.
[Map of the state of Alabama and certain surrounding states with portions in
color and the phrase "All 9 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the
need for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
ALABAMA
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 1.7 million TV households in Alabama.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Alabama and certain surrounding states with portions in
color and the phrase "Local Channels, All 1.7 Million Households" written across
it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in
New York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
ALABAMA
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to
DSL or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data services.
[Map of the state of Alabama with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
ALABAMA
o The merger will bridge the digital divide in Alabama by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem
service are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to
convert every household in Alabama and the country to a digital "have."
[Map of the state of Alabama filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network
engineering teams have designed a system that enables the receipt of local
channels, other entertainment services AND high-speed Internet access
using one consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the
remaining local broadcast channels and high-speed Internet services to
consumers in all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of
a house]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its
continual price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR
AND DIRECTV, JAN. 31, 2002; "REPORT
ON CABLE INDUSTRY PRICES, " FEDERAL
COMMUNICATIONS COMMISSION, FEB. 14,
2001, P. 9, AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers-- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear
and definitive benefits it will bring the residents of Alabama and all
Americans.
[Map of the United States with the phrase "107 Million
Households" written across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
OF THE STATUS OF COMPETITION IN THE MARKET
FOR THE DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
True Competition for 107 Million Households
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN ALASKA
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
February 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 3 MARKETS IN
ALASKA.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Alaska, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Alaska to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
ALASKA
o Despite the rapid growth of DBS since 1994, cable television clearly remains
the dominant provider of multi-channel pay TV services across Alaska.
o About .1 million of the .2 million TV households in Alaska subscribe to a
cable service, which equates to about 60% of all Alaska households.
[Map of the state of Alaska with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
o Today only 65 million TV households, those within the 42 television markets
served by DIRECTV and DISH Network, have a fully competitive multi-channel
alternative to cable -- with local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared to
cable, with one notable exception: consumers were not able to receive their
local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer local
channels. Only at this point did DBS become a viable competitive alternative
to cable, at least in those markets in which DIRECTV and DISH Network began
delivering local channels.
[Map of the United States with portions in color and with the
phrase "65 Million Households" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002; NIELSEN
MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
ALASKA
o As shown by this map, Alaska TV households do not have a true competitive
alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network, alone, have sufficient spectrum to provide
any local channels to any of the 3 local markets in Alaska.
[Map of the state of Alaska with portions
in color and the phrase "3 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
ALASKA
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive cable
alternative -- DBS service with local channels -- in EVERY television market
across the country, including all 3 markets in Alaska.
[Map of the state of Alaska with portions in
color and the phrase "All 3 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
ALASKA
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all .2 million TV households in Alaska.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Alaska with portions in color and
the phrase "Local Channels, All .2 Million Households" written across it.]
[LOCAL CHANNELS, ALL .2 MILLION HOUSEHOLDS]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the same
price for a basic 125-channel programming package as a customer in New York
City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
ALASKA
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the so-called
"digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be interested
in fairly-priced, bundled video and high-speed data services.
[Map of the state of Alaska with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
ALASKA
o The merger will bridge the digital divide in Alaska by providing consumers in
every community with a competitively priced high-speed "broadband solution"
available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base will
enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to convert
every household in Alaska and the country to a digital "have."
[Map of the state of Alaska filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes is
not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in all
states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades to
digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002;
"REPORT ON CABLE INDUSTRY PRICES,"
FEDERAL COMMUNICATIONS COMMISSION,
FEB. 14, 2001, P. 9, AND DEC. 15,
1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video and data
services will be the same throughout the country, whether the market is rural
or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available for
years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Alaska and all Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
OF THE STATUS OF COMPETITION IN THE MARKET
FOR THE DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
True Competition for 107 Million Households
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN ARIZONA
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 4 MARKETS IN
ARIZONA.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Arizona, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Arizona to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
ARIZONA
o Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Arizona.
o About 1.1 million of the 1.9 million TV households in Arizona subscribe
to a cable service, which equates to about 60% of all Arizona
households.
[Map of the state of Arizona with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
ARIZONA
o In Arizona, only those DBS TV households within the Albuquerque-Santa
Fe and Phoenix television markets have a fully competitive
multi-channel alternative to cable --WITH local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality
compared to cable, with one notable exception: consumers were not able
to receive their local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the two markets in Arizona in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of Arizona and certain surrounding states with portions in
color and with the phrase "484,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
ARIZONA
o As shown by this map, Arizona TV households outside the
Albuquerque-Santa Fe and Phoenix television markets do not have a true
competitive alternative to cable.
o Customers who live in markets in which DBS does not provide local
channels are forced to either pay additional subscription fees for a
basic cable service to receive their local channels, or install an
off-air roof-top antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks
to viewers in every one of the 4 local channel markets in Arizona.
[Map of the state of Arizona and certain surrounding states with portions
in color and the phrase "2 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
ARIZONA
o DIRECTV and DISH Network engineering teams have developed a system that
is TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged
company to deliver full local broadcast service, in all 210 U.S.
television markets, including full compliance with federal must carry
provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY
television market across the country, including all 4 markets in
Arizona.
[Map of the state of Arizona and certain surrounding states with portions in
color and the phrase "All 4 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the
need for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service
to smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
ARIZONA
o Implementation could begin immediately following merger approval, and
the rollout can be completed as soon as 24 months later, allowing
delivery of local channels to all 1.9 million TV households in Arizona.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Arizona and certain surrounding states with portions in
color and the phrase "Local Channels, All 1.9 Million Households" written across
it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one
nation, and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or
her local channel package as a customer in Cedarville, Ohio; a resident
of Burlington, Vermont, will pay the same price for HBO as a customer
in Salt Lake City; and a resident of Mountlake Terrace, Washington,
will pay the same price for a basic 125-channel programming package as
a customer in New York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
ARIZONA
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to
DSL or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out
"wired" technologies, such as DSL and cable modem service, to millions
of homes, particularly to those beyond the boundaries of urban and
suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data
services.
[Map of the state of Arizona with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
ARIZONA
o The merger will bridge the digital divide in Arizona by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer
base will enable a high-speed Internet service to be offered that is
not only price-competitive with existing providers in urban settings,
but also a tremendous benefit for rural customers for whom DSL and
cable modem service are unlikely to be available for years to come, if
ever.
o The merger will provide the technical and economic infrastructure to
convert every household in Arizona and the country to a digital "have."
[Map of the state of Arizona filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers'
homes is not a simple endeavor. However, the DIRECTV and DISH Network
engineering teams have designed a system that enables the receipt of
local channels, other entertainment services AND high-speed Internet
access using one consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the
remaining local broadcast channels and high-speed Internet services to
consumers in all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE--
including free service call and installation -- to receive their new
local channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of
multi-channel video subscribers still receive their programming from a
franchised cable operator.
o Cable operators' market dominance has been strengthened by their
upgrades to digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its
continual price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for
those consumers who live in markets where local channels are not
offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31,
2002; "REPORT ON CABLE INDUSTRY
PRICES," FEDERAL COMMUNICATIONS
COMMISSION, FEB. 14, 2001, P. 9,
AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite
infrastructure that will enable delivery of local channels in EVERY one
of the 210 television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video and
data services will be the same throughout the country, whether the
market is rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for
rural customers where DSL and cable modem service are unlikely to be
available for years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear
and definitive benefits it will bring the residents of Arizona and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
OF THE STATUS OF COMPETITION IN THE MARKET
FOR THE DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
True Competition for 107 Million Households
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN ARKANSAS
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 8 MARKETS IN
ARKANSAS.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service,i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Arkansas, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Arkansas to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
ARKANSAS
o Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Arkansas.
o About .6 million of the 1 million TV households in Arkansas subscribe to a
cable service, which equates to about 63% of all Arkansas households.
[Map of the state of Arkansas with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
ARKANSAS
o In Arkansas, only those DBS TV households within the Memphis television
market have a fully competitive multi-channel alternative to cable -- WITH
local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared
to cable, with one notable exception: consumers were not able to receive
their local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the one market in Arkansas in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of Arkansas and certain surrounding states with portions in
color and with the phrase "314,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR
AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
ARKANSAS
o As shown by this map, Arkansas TV households outside the Memphis
television market do not have a true competitive alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks to
viewers in every one of the 8 local channel markets in Arkansas.
[Map of the state of Arkansas and certain surrounding states with portions
in color and the phrase "7 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR
AND DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
ARKANSAS
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY
television market across the country, including all 8 markets in Arkansas.
[Map of the state of Arkansas and certain surrounding states with portions in
color and the phrase "All 8 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the
need for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
ARKANSAS
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 1 million TV households in Arkansas.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Arkansas and certain surrounding states with portions in
color and the phrase "Local Channels, All 1 Million Households" written across
it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 The EchoStar/HUGHES Merger Source: Nielsen Media Research, Sept.
2001; EchoStar, HUGHES, Feb. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in
New York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 The EchoStar/HUGHES Merger Source: EchoStar, HUGHES, Feb. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
ARKANSAS
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to
DSL or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data services.
[Map of the state of Arkansas with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 The EchoStar/HUGHES Merger Source: The Buxton Company, "Broadband
Deployment," Jan. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
ARKANSAS
o The merger will bridge the digital divide in Arkansas by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem
service are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to
convert every household in Arkansas and the country to a digital "have."
[Map of the state of Arkansas filled entirely with color.]
--------------------------------------------------------------------------------
12 The EchoStar/HUGHES Merger Source: The Buxton Company, "Broadband
Deployment," Jan. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network
engineering teams have designed a system that enables the receipt of local
channels, other entertainment services AND high-speed Internet access
using one consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the
remaining local broadcast channels and high-speed Internet services to
consumers in all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
--------------------------------------------------------------------------------
13 The EchoStar/HUGHES Merger Source: EchoStar, HUGHES, Feb. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its
continual price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 The EchoStar/HUGHES Merger Source: FCC Eighth Annual Report,
"Annual Assessment of the Status
of Competition in the Market for
the Delivery of Video
Programming," Jan. 14, 2002, pp.
11, 87; EchoStar and DIRECTV,
Jan. 31, 2002; "Report on Cable
Industry Prices," Federal
Communications Commission, Feb.
14, 2001, p. 9, and Dec. 15,
1997, p. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Arkansas and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 The EchoStar/HUGHES Merger FCC Eighth Annual Report, "Annual
Assessment of the Status of Competition
in the Market for the Delivery of Video
Programming," Jan. 14, 2002, pp. 11,
87; EchoStar and DIRECTV, Jan. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 The EchoStar/HUGHES Merger
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
--------------------------------------------------------------------------------
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN CALIFORNIA
--------------------------------------------------------------------------------
[ECHOSTAR LOGO] [HUGHES LOGO]
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 14 MARKETS IN
CALIFORNIA.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
Continued...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....Continued
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in California, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in California to receive their full complement of local channels
and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
CALIFORNIA
o Despite the rapid growth of DBS since 1994, cable television clearly remains
the dominant provider of multi-channel pay TV services across California.
o About 7.9 million of the 11.6 million TV households in California subscribe
to a cable service, which equates to about 68% of all California households.
[Map of the state of California with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
CALIFORNIA
o In California, only those DBS TV households within the Los Angeles,
Sacramento et al, San Diego and San Francisco et al television markets have a
fully competitive multi-channel alternative to cable -- with local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared to
cable, with one notable exception: consumers were not able to receive their
local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer local
channels. Only at this point did DBS become a viable competitive alternative
to cable, at least in the four markets in California in which DIRECTV and
DISH Network began delivering local channels.
[Map of the state of California and certain surrounding states with portions in
color and with the phrase "2,299,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV,JAN. 31,
2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
CALIFORNIA
o As shown by this map, California TV households outside the Los Angeles,
Sacramento et al, San Diego and San Francisco et al television markets do not
have a true competitive alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an offoair roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to provide
all local channels as well as the national pay cable networks to viewers in
every one of the 14 local channel markets in California.
[Map of the state of California and certain surrounding states with portions
in color and the phrase "10 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV,
JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
CALIFORNIA
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive cable
alternative -- DBS service with local channels -- in EVERY television market
across the country, including all 14 markets in California.
[Map of the state of California and certain surrounding states with portions in
color and the phrase "All 14 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; ECHOSTAR, HUGHES,
FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
CALIFORNIA
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 11.6 million TV households in California.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of California and certain surrounding states with portions in
color and the phrase "Local Channels, All 11.6 Million Households" written
across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the same
price for a basic 125-channel programming package as a customer in New York
City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
CALIFORNIA
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the so-called
"digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be interested
in fairly-priced, bundled video and high-speed data services.
[Map of the state of California and certain surrounding states with portions
in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT,"
JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
CALIFORNIA
o The merger will bridge the digital divide in California by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base will
enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to convert
every household in California and the country to a digital "have."
[Map of the state of California filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT,"
JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes is
not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in all
states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades to
digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31,
2002; "REPORT ON CABLE INDUSTRY
PRICES," FEDERAL COMMUNICATIONS
COMMISSION, FEB. 14, 2001, P. 9,
AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video and data
services will be the same throughout the country, whether the market is rural
or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available for
years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of California and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF COMPETITION
IN THE MARKET FOR THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
--------------------------------------------------------------------------------
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN COLORADO
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 4 MARKETS IN
COLORADO.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service,i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Colorado, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Colorado to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
COLORADO
o Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Colorado.
o About 1 million of the 1.6 million TV households in Colorado subscribe
to a cable service, which equates to about 62% of all Colorado
households.
[Map of the state of Colorado with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
COLORADO
o In Colorado, only those DBS TV households within the Albuquerque-Santa
Fe and Denver television markets have a fully competitive multi-channel
alternative to cable -- WITH local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality
compared to cable, with one notable exception: consumers were not able
to receive their local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the two markets in Colorado in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of Colorado and certain surrounding states with portions in
color and with the phrase "427,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
COLORADO
o As shown by this map, Colorado TV households outside the
Albuquerque-Santa Fe and Denver television markets do not have a true
competitive alternative to cable.
o Customers who live in markets in which DBS does not provide local
channels are forced to either pay additional subscription fees for a
basic cable service to receive their local channels, or install an
off-air roof-top antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks
to viewers in every one of the 4 local channel markets in Colorado.
[Map of the state of Colorado and certain surrounding states with portions
in color and the phrase "2 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
COLORADO
o DIRECTV and DISH Network engineering teams have developed a system that
is TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged
company to deliver full local broadcast service, in all 210 U.S.
television markets, including full compliance with federal must carry
provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY
television market across the country, including all 4 markets in
Colorado.
[Map of the state of Colorado and certain surrounding states with portions in
color and the phrase "All 4 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the
need for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service
to smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
COLORADO
o Implementation could begin immediately following merger approval, and
the rollout can be completed as soon as 24 months later, allowing
delivery of local channels to all 1.6 million TV households in
Colorado.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Colorado and certain surrounding states with portions in
color and the phrase "Local Channels, All 1.6 Million Households" written
across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one
nation, and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or
her local channel package as a customer in Cedarville, Ohio; a resident
of Burlington, Vermont, will pay the same price for HBO as a customer
in Salt Lake City; and a resident of Mountlake Terrace, Washington,
will pay the same price for a basic 125-channel programming package as
a customer in New York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
COLORADO
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to
DSL or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out
"wired" technologies, such as DSL and cable modem service, to millions
of homes, particularly to those beyond the boundaries of urban and
suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data
services.
[Map of the state of Colorado with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
COLORADO
o The merger will bridge the digital divide in Colorado by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer
base will enable a high-speed Internet service to be offered that is
not only price-competitive with existing providers in urban settings,
but also a tremendous benefit for rural customers for whom DSL and
cable modem service are unlikely to be available for years to come, if
ever.
o The merger will provide the technical and economic infrastructure to
convert every household in Colorado and the country to a digital
"have."
[Map of the state of Colorado filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers'
homes is not a simple endeavor. However, the DIRECTV and DISH Network
engineering teams have designed a system that enables the receipt of
local channels, other entertainment services AND high-speed Internet
access using one consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the
remaining local broadcast channels and high-speed Internet services to
consumers in all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new
local channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on
the side of a house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of
multi-channel video subscribers still receive their programming from a
franchised cable operator.
o Cable operators' market dominance has been strengthened by their
upgrades to digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its
continual price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for
those consumers who live in markets where local channels are not
offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING," JAN.
14, 2002, PP. 11, 87; ECHOSTAR AND
DIRECTV, JAN. 31, 2002; "REPORT ON
CABLE INDUSTRY PRICES," FEDERAL
COMMUNICATIONS COMMISSION, FEB. 14,
2001, P. 9, AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite
infrastructure that will enable delivery of local channels in EVERY one
of the 210 television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND
data services will be the same throughout the country, whether the
market is rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for
rural customers where DSL and cable modem service are unlikely to be
available for years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear
and definitive benefits it will bring the residents of Colorado and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
OF THE STATUS OF COMPETITION IN THE MARKET
FOR THE DELIVERY OF VIDEO PROGRAMMING," JAN.
14, 2002, PP. 11, 87; ECHOSTAR AND DIRECTV,
JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN DELAWARE
[ECHOSTAR LOGO] [HUGHES LOGO]
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 2 MARKETS IN
DELAWARE.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
2 THE ECHOSTAR/HUGHES MERGER
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Delaware, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Delaware to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.
# # #
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
DELAWARE
- Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Delaware.
- About .2 million of the .3 million TV households in Delaware subscribe
to a cable service, which equates to about 82% of all Delaware
households.
[Map of the state of Delaware filled entirely with color.]
LEGEND
[Colored box.] Cable Franchise Areas
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
DELAWARE
- In Delaware, only those DBS TV households within the Philadelphia
television market have a fully competitive multi-channel alternative to
cable -- WITH local channels.
- Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
- DBS offered more channels and superior picture and sound quality
compared to cable, with one notable exception: consumers were not able
to receive their local channels via satellite.
- In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the one market in Delaware in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of Delaware and certain surrounding states with portions in
color and with the phrase "47,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
DELAWARE
- As shown by this map, Delaware TV households outside the Philadelphia
television market do not have a true competitive alternative to cable.
- Customers who live in markets in which DBS does not provide local
channels are forced to either pay additional subscription fees for a
basic cable service to receive their local channels, or install an
off-air roof-top antenna -- and hope for good reception.
- Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks to
viewers in every one of the 2 local channel markets in Delaware.
[Map of the state of Delaware and certain surrounding states with portions
in color and the phrase "1 TV Market Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
DELAWARE
- DIRECTV and DISH Network engineering teams have developed a system that
is TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged
company to deliver full local broadcast service, in all 210 U.S.
television markets, including full compliance with federal must carry
provisions.
- The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY
television market across the country, including all 2 markets in
Delaware.
[Map of the state of Delaware and certain surrounding states with portions in
color and the phrase "All 2 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
- The merger will end the inefficient use of spectrum by eliminating the
need for each company to transmit more than 500 channels of duplicative
programming.
- The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
- The merger will combine the companies' subscriber bases, making service
to smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
DELAWARE
- Implementation could begin immediately following merger approval, and
the rollout can be completed as soon as 24 months later, allowing
delivery of local channels to all .3 million TV households in Delaware.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Delaware and certain surrounding states with portions in
color and the phrase "Local Channels, All .3 Million Households"
written across it.]
LEGEND
[Colored box.] DBS HOUSEHOLDS SERVED BY LOCAL CHANNELS AFTER MERGER
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
- Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one
nation, and we will offer one rate card.
- For example: a resident of Milwaukee will pay the same fee for his or
her local channel package as a customer in Cedarville, Ohio; a resident
of Burlington, Vermont, will pay the same price for HBO as a customer in
Salt Lake City; and a resident of Mountlake Terrace, Washington, will
pay the same price for a basic 125-channel programming package as a
customer in New York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
DELAWARE
- Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
- This map clearly shows the areas where households do not have access to
DSL or cable modem service -- the digital "have nots".
- The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban
markets.
- Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data services.
[Map of the state of Delaware with portions in color.]
LEGEND
[Colored box.] HOUSEHOLDS WITHOUT BROADBAND ACCESS
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
DELAWARE
- The merger will bridge the digital divide in Delaware by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
- The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem
service are unlikely to be available for years to come, if ever.
- The merger will provide the technical and economic infrastructure to
convert every household in Delaware and the country to a digital "have."
[Map of the state of Delaware filled entirely with color.]
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
- Bringing all local channels and broadband service to all consumers'
homes is not a simple endeavor. However, the DIRECTV and DISH Network
engineering teams have designed a system that enables the receipt of
local channels, other entertainment services AND high-speed Internet
access using one consumer-friendly mini-dish.
- An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
- New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the
remaining local broadcast channels and high-speed Internet services to
consumers in all states.
- Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new
local channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
- Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised
cable operator.
- Cable operators' market dominance has been strengthened by their
upgrades to digital video and cable modem services.
- The cable industry's market dominance is further evidenced by its
continual price increases to consumers: 37% on average since 1996.
- The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for
those consumers who live in markets where local channels are not offered
by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF COMPETITION
IN THE MARKET FOR THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002;
"REPORT ON CABLE INDUSTRY PRICES,"
FEDERAL COMMUNICATIONS COMMISSION, FEB.
14, 2001, P. 9, AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
- The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite
infrastructure that will enable delivery of local channels in EVERY one
of the 210 television markets across the country.
- The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
- The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for
rural customers where DSL and cable modem service are unlikely to be
available for years to come.
- The EchoStar and HUGHES merger merits broad scale support for the clear
and definitive benefits it will bring the residents of Delaware and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF COMPETITION
IN THE MARKET FOR THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
- Local Channels, All Americans
- One Nation, One Rate Card
- Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN WASHINGTON, D.C.
[ECHOSTAR LOGO] [HUGHES LOGO]
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of more than 500 identical channels. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY THE ONE MARKET IN
WASHINGTON, D.C.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
2 THE ECHOSTAR/HUGHES MERGER
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Washington, D.C., and will have the
subscriber base and financial means to move current Ku-band satellite broadband
offerings from their status as expensive "niche" services to a more competitive
price point for consumers, and then ensure that next-generation Ka-band
satellite broadband service becomes a reality for consumers everywhere in the
United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Washington, D.C. to receive their full complement of local
channels and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.
# # #
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
WASHINGTON, D.C.
- Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Washington, D.C.
- About .1 million of the .2 million TV households in Washington, D.C.
subscribe to a cable service, which equates to about 57% of all
Washington, D.C. households.
[Map of Washington, D.C. with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
WASHINGTON, D.C.
- Unlike most states in the U.S., the Washington, D.C. area has a
competitive multi-channel alternative to cable -- WITH local channels.
- Competitive alternatives to cable did not seriously take form until
the launch of DIRECTV(R) in 1994, later joined by DISH Network in
1996.
- DBS offered more channels and superior picture and sound quality
compared to cable, with one notable exception: consumers were not able
to receive their local channels via satellite.
- In 1999, Congress changed the law, allowing satellite carriers to
offer local channels. Only at this point did DBS become a viable
competitive alternative to cable, at least in Washington, D.C. where
DIRECTV and DISH Network began delivering local channels.
[Map of Washington, D.C. and certain surrounding states with portions in
color and with the phrase "26,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
- But Washington, D.C. is one of the few lucky areas. 42 million TV
households are not served with local channels by DBS. Residents in
these markets do not have a true competitive alternative to cable.
- Customers who live in markets in which DBS does not provide local
channels are forced to either pay additional subscription fees for a
basic cable service to receive their local channels, or install an
off-air roof-top antenna -- and hope for good reception.
- Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks
to viewers in every one of the country's 210 local channel markets.
[Map of the United States with portions in color and with the phrase "42 Million
TV Households Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002;
NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
- DIRECTV and DISH Network engineering teams have developed a system
that is technologically feasible and economically viable for the
merged company to deliver full local broadcast service, in all 210
television markets, including full compliance with federal must carry
provisions.
- The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY
television market in the country, including Alaska and Hawaii.
[Map of the United States filled entirely with color and with the phrase
"107 Million Households" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT,
"ANNUAL ASSESSMENT OF THE STATUS
OF COMPETITION IN THE MARKET FOR
THE DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR,
HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
- The merger will end the inefficient use of spectrum by eliminating the
need for each company to transmit more than 500 channels of
duplicative programming.
- The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
- The merger will combine the companies' subscriber bases, making
service to smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
WASHINGTON, D.C.
- Implementation could begin immediately
following merger approval, and the rollout can
be completed as soon as 24 months later,
allowing delivery of local channels to all .2
million TV households in Washington, D.C..
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of Washington, D.C. and certain surrounding states with
portions in color and the phrase "Local Channels, All .2 Million Households"
written across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
- Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one
nation, and we will offer one rate card.
- For example: a resident of Milwaukee will pay the same fee for his or
her local channel package as a customer in Cedarville, Ohio; a
resident of Burlington, Vermont, will pay the same price for HBO as a
customer in Salt Lake City; and a resident of Mountlake Terrace,
Washington, will pay the same price for a basic 125-channel
programming package as a customer in New York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
WASHINGTON, D.C.
- Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today
- This map clearly shows the areas where households do not have access
to DSL or cable modem service -- the digital "have nots".
- The primary reason for this is simply the expense of rolling out
"wired" technologies, such as DSL and cable modem service, to millions
of homes, particularly to those beyond the boundaries of urban and
suburban markets.
- Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data
services.
[Map of Washington, D.C. with portions in color.]
LEGEND
[Colored box.] HOUSEHOLDS WITHOUT BROADBAND ACCESS
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
WASHINGTON, D.C.
- The merger will bridge the digital divide in Washington, D.C. by
providing consumers in every community with a competitively priced
high-speed "broadband solution" available to them regardless of their
location.
- The efficiencies gained from the merged company's combined customer
base will enable a high-speed Internet service to be offered that is
not only price-competitive with existing providers in urban settings,
but also a tremendous benefit for rural customers for whom DSL and
cable modem service are unlikely to be available for years to come, if
ever.
- The merger will provide the technical and economic infrastructure to
convert every household in Washington, D.C. and the country to a
digital "have."
[Map of Washington, D.C. filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
- Bringing all local channels and broadband service to all consumers'
homes is not a simple endeavor. However, the DIRECTV and DISH Network
engineering teams have designed a system that enables the receipt of
local channels, other entertainment services AND high-speed Internet
access using one consumer-friendly mini-dish.
- An 18 x 22-inch dish will enable the receipt of signals from the
merged company's three orbital slots.
- New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the
remaining local broadcast channels and high-speed Internet services to
consumers in all states.
- Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new
local channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
- Eight years after the introduction of DBS services, 78% of
multi-channel video subscribers still receive their programming from a
franchised cable operator.
- Cable operators' market dominance has been strengthened by their
upgrades to digital video and cable modem services.
- The cable industry's market dominance is further evidenced by its
continual price increases to consumers: 37% on average since 1996.
- The spectrum constraints which exist today will forever keep a
separate DIRECTV and DISH Network at a competitive disadvantage to
cable for those consumers who live in markets where local channels are
not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF COMPETITION
IN THE MARKET FOR THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002;
"REPORT ON CABLE INDUSTRY PRICES,"
FEDERAL COMMUNICATIONS COMMISSION, FEB.
14, 2001, P. 9, AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
- The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite
infrastructure that will enable delivery of local channels in EVERY
one of the 210 television markets across the country.
- The merger of EchoStar and HUGHES ensures that prices for video AND
data services will be the same throughout the country, whether the
market is rural or urban/suburban: "one nation, one rate card."
- The merged company will bridge the "digital divide" by moving
satellite high-speed Internet access from its current high-priced
niche to being price-competitive with existing providers -- a
tremendous benefit for rural customers where DSL and cable modem
service are unlikely to be available for years to come.
- The EchoStar and HUGHES merger merits broad scale support for the
clear and definitive benefits it will bring the residents of
Washington, D.C. and all Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF COMPETITION
IN THE MARKET FOR THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
- Local Channels, All Americans
- One Nation, One Rate Card
- Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
* * * *
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN FLORIDA
[ECHOSTAR LOGO] [HUGHES LOGO]
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 11 MARKETS IN
FLORIDA.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
2 THE ECHOSTAR/HUGHES MERGER
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Florida, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Florida to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.
# # #
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
FLORIDA
- Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Florida.
- About 4.7 million of the 6.2 million TV households in Florida subscribe
to a cable service, which equates to about 75% of all Florida
households.
[Map of the state of Florida with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
FLORIDA
- In Florida, only those DBS TV households within the Miami-Ft.
Lauderdale, Orlando et al, Tampa-St. Pete et al, and W. Palm Beach-Ft.
Pierce television markets have a fully competitive multi-channel
alternative to cable -- WITH local channels.
- Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
- DBS offered more channels and superior picture and sound quality
compared to cable, with one notable exception: consumers were not able
to receive their local channels via satellite.
- In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the four markets in Florida in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of Florida and certain surrounding states with portions in
color and with the phrase "1,333,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
FLORIDA
- As shown by this map, Florida TV households outside the Miami-Ft.
Lauderdale, Orlando et al, Tampa-St. Pete et al, and W. Palm Beach-Ft.
Pierce television markets do not have a true competitive alternative to
cable.
- Customers who live in markets in which DBS does not provide local
channels are forced to either pay additional subscription fees for a
basic cable service to receive their local channels, or install an
off-air roof-top antenna -- and hope for good reception.
- Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks to
viewers in every one of the 11 local channel markets in Florida.
[Map of the state of Florida and certain surrounding states with portions
in color and the phrase "7 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
FLORIDA
- DIRECTV and DISH Network engineering teams have developed a system that
is TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged
company to deliver full local broadcast service, in all 210 U.S.
television markets, including full compliance with federal must carry
provisions.
- The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY
television market across the country, including all 11 markets in
Florida.
[Map of the state of Florida and certain surrounding states with portions in
color and the phrase "All 11 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
- The merger will end the inefficient use of spectrum by eliminating the
need for each company to transmit more than 500 channels of duplicative
programming.
- The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
- The merger will combine the companies' subscriber bases, making service
to smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
FLORIDA
- Implementation could begin immediately following merger approval, and
the rollout can be completed as soon as 24 months later, allowing
delivery of local channels to all 6.2 million TV households in Florida.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Florida and certain surrounding states with portions in
color and the phrase "Local Channels, All 6.2 Million Households" written across
it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
- Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one
nation, and we will offer one rate card.
- For example: a resident of Milwaukee will pay the same fee for his or
her local channel package as a customer in Cedarville, Ohio; a resident
of Burlington, Vermont, will pay the same price for HBO as a customer in
Salt Lake City; and a resident of Mountlake Terrace, Washington, will
pay the same price for a basic 125-channel programming package as a
customer in New York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
FLORIDA
- Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
- This map clearly shows the areas where households do not have access to
DSL or cable modem service -- the digital "have nots".
- The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban
markets.
- Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data
services.
[Map of the state of Florida with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
FLORIDA
- The merger will bridge the digital divide in Florida by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
- The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem
service are unlikely to be available for years to come, if ever.
- The merger will provide the technical and economic infrastructure to
convert every household in Florida and the country to a digital "have."
[Map of the state of Florida filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
- Bringing all local channels and broadband service to all consumers'
homes is not a simple endeavor. However, the DIRECTV and DISH Network
engineering teams have designed a system that enables the receipt of
local channels, other entertainment services AND high-speed Internet
access using one consumer-friendly mini-dish.
- An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
- New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the
remaining local broadcast channels and high-speed Internet services to
consumers in all states.
- Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new
local channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
- Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised
cable operator.
- Cable operators' market dominance has been strengthened by their
upgrades to digital video and cable modem services.
- The cable industry's market dominance is further evidenced by its
continual price increases to consumers: 37% on average since 1996.
- The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for
those consumers who live in markets where local channels are not offered
by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF COMPETITION
IN THE MARKET FOR THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002;
"REPORT ON CABLE INDUSTRY PRICES,"
FEDERAL COMMUNICATIONS COMMISSION, FEB.
14, 2001, P. 9, AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
- The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite
infrastructure that will enable delivery of local channels in EVERY one
of the 210 television markets across the country.
- The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
- The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for
rural customers where DSL and cable modem service are unlikely to be
available for years to come.
- The EchoStar and HUGHES merger merits broad scale support for the clear
and definitive benefits it will bring the residents of Florida and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF COMPETITION
IN THE MARKET FOR THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
- Local Channels, All Americans
- One Nation, One Rate Card
- Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN GEORGIA
[ECHOSTAR LOGO] [HUGHES LOGO]
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 11 MARKETS IN
GEORGIA.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
2 THE ECHOSTAR/HUGHES MERGER
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Georgia, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Georgia to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.
# # #
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
GEORGIA
- Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Georgia.
- About 2.1 million of the 2.9 million TV households in Georgia subscribe
to a cable service, which equates to about 70% of all Georgia
households.
[Map of the state of Georgia with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
GEORGIA
- In Georgia, only those DBS TV households within the Atlanta and
Greenville et al television markets have a fully competitive
multi-channel alternative to cable- WITH local channels.
- Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
- DBS offered more channels and superior picture and sound quality
compared to cable, with one notable exception: consumers were not able
to receive their local channels via satellite.
- In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the two markets in Georgia in which
DIRECTV and DISH DBS Network began delivering local channels.
[Map of the state of Georgia and certain surrounding states with portions in
color and with the phrase "825,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access To DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
GEORGIA
- As shown by this map, Georgia TV households outside the Atlanta and
Greenville et al television markets do not have a true competitive
alternative to cable.
- Customers who live in markets in which DBS does not provide local
channels are forced to either pay additional subscription fees for a
basic cable service to receive their local channels, or install an
off-air roof-top antenna- and hope for good reception.
- Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks to
viewers in every one of the 11 local channel markets in Georgia.
[Map of the state of Georgia and certain surrounding states with portions
in color and the phrase "9 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
GEORGIA
- DIRECTV and DISHNetwork engineering teams have developed a system that
is TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged
company to deliver full local broadcast service, in all 210 U.S.
television markets, including full compliance with federal must carry
provisions.
- The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative- DBS service with local channels- in EVERY
television market across the country, including all 11 markets in
Georgia.
[Map of the state of Georgia and certain surrounding states with portions in
color and the phrase "All 11 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
- The merger will end the inefficient use of spectrum by eliminating the
need for each company to transmit more than 500 channels of duplicative
programming.
- The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
- The merger will combine the companies' subscriber bases, making service
to smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
GEORGIA
- Implementation could begin immediately following merger approval, and
the rollout can be completed as soon as 24 months later, allowing
delivery of local channels to all 2.9 million TV households in Georgia.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Georgia and certain surrounding states with portions in
color and the phrase "Local Channels, All 2.9 Million Households" written
across it.]
LEGEND
[Colored box.] DBS Households Served By Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
- Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one
nation, and we will offer one rate card.
- For example: a resident of Milwaukee will pay the same fee for his or
her local channel package as a customer in Cedarville, Ohio; a resident
of Burlington, Vermont, will pay the same price for HBO as a customer in
Salt Lake City; and a resident of Mountlake Terrace, Washington, will
pay the same price for a basic 125-channel programming package as a
customer in New York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
GEORGIA
- Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today
- This map clearly shows the areas where households do not have access to
DSL or cable modem service- the digital "have nots".
- The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban
markets.
- Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data
services.
[Map of the state of Georgia with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
GEORGIA
- The merger will bridge the digital divide in Georgia by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
- The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem
service are unlikely to be available for years to come, if ever.
- The merger will provide the technical and economic infrastructure to
convert every household in Georgia and the country to a digital "have."
[Map of the state of Georgia filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
- Bringing all local channels and broadband service to all consumers'
homes is not a simple endeavor. However, the DIRECTV and DISH Network
engineering teams have designed a system that enables the receipt of
local channels, other entertainment services AND high-speed Internet
access using one consumer-friendly mini-dish.
- An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
- New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the
remaining local broadcast channels and high-speed Internet services to
consumers in all states.
- Equipment will be provided to existing DBS customers AT NO CHARGE-
including free service call and installation- to receive their new
local channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
- Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised
cable operator.
- Cable operators' market dominance has been strengthened by their
upgrades to digital video and cable modem services.
- The cable industry's market dominance is further evidenced by its
continual price increases to consumers: 37% on average since 1996.
- The spectrum constraints which exist today will forever keep a
separate DIRECTV and DISH Network at a competitive disadvantage to cable
for those consumers who live in markets where local channels are not
offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF COMPETITION
IN THE MARKET FOR THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002;
"REPORT ON CABLE INDUSTRY
PRICES," FEDERAL COMMUNICATIONS
COMMISSION, FEB. 14, 2001, P. 9, AND
DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
- The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite
infrastructure that will enable delivery of local channels in EVERY one
of the 210 television markets across the country.
- The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
- The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers- a tremendous benefit for
rural customers where DSL and cable modem service are unlikely to be
available for years to come.
- The EchoStar and HUGHES merger merits broad scale support for the clear
and definitive benefits it will bring the residents of Georgia and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF COMPETITION
IN THE MARKET FOR THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
- Local Channels, All Americans
- One Nation, One Rate Card
- Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLD
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN IDAHO
[ECHOSTAR LOGO] [HUGHES LOGO]
February 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General
Motors believe that consumers will reap tremendous benefits from the
merger of EchoStar and HUGHES. The companies' two services, DISH
Network and DIRECTV(R), today each transmit a total of MORE THAN 500
IDENTICAL CHANNELS. Consumers will benefit from the massive increase in
Direct Broadcast Satellite (DBS) satellite capacity that will result
from the elimination of this DUPLICATIVE PROGRAMMING. Indeed, as a
direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local
broadcast channels with digital-quality television picture and
CD-quality sound IN EVERY ONE OF THE 210 TELEVISION MARKETS NATIONWIDE
AND SPECIFICALLY ALL 5 MARKETS IN IDAHO.
Subsequent to the announcement of the merger agreement on October 28,
2001, a series of pre-merger transition meetings between DISH Network
and DIRECTV engineers have been held to analyze the technical
feasibility of a "Local Channels, All Americans" plan by which the
merged company could offer every U.S. consumer access to
satellite-delivered local television signals. After an exhaustive
examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a
satellite application filed yesterday with the Federal Communications
Commission, EchoStar and HUGHES detailed a TECHNICALLY AND COMMERCIALLY
FEASIBLE PLAN to build, launch and operate spot-beam spacecraft that
will serve all 210 Designated Market Areas ("DMAs") in the United
States, including full compliance with must carry requirements.
New set-top boxes and satellite dishes will be deployed that will be
capable of receiving satellite signals from multiple orbital positions.
The new receiving equipment will be made available FREE OF CHARGE to
all existing DIRECTV and DISH Network subscribers who may need it in
order to receive their local channels.
Continued...
2 The EchoStar/HUGHES Merger
...Continued
Consumers across the country will pay the same price for services
delivered by the merged DBS service, i.e., ONE NATION, ONE RATE CARD,
regardless of a subscriber's location. Implementation of the plan will
begin immediately upon regulatory approval of the merger, and the
rollout can be completed as soon as 24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access
to all of America, including the most rural areas of the country. The
"digital divide" in the United States is real: some 40 million
households in the United States do not have access to high-speed
Internet and data services, in large part due to the high cost of
wiring homes for these services in less densely populated areas.
Combined, EchoStar and HUGHES will create a more robust satellite
platform that will liberate these digital "have nots" by serving every
household in the nation, including every household in Idaho, and will
have the subscriber base and financial means to move current Ku-band
satellite broadband offerings from their status as expensive "niche"
services to a more competitive price point for consumers, and then
ensure that next-generation Ka-band satellite broadband service becomes
a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous
competition to incumbent cable operators, and will not have
anticompetitive effects in any market. As this booklet illustrates, the
benefits from this merger will allow all consumers in Idaho to receive
their full complement of local channels and national entertainment
networks, as well as provide a new source of meaningful satellite-based
broadband competition.
# # #
3 The EchoStar/HUGHES Merger
CABLE FRANCHISE AREAS
IDAHO
- Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Idaho.
- About .2 million of the .5 million TV households in Idaho subscribe to
a cable service, which equates to about 50% of all Idaho households.
[Map of the state of Idaho with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
Source: SkyResearch, Feb. 2002
4 The EchoStar/HUGHES Merger
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
IDAHO
- In Idaho, only those DBS TV households within the Salt Lake City
television market have a fully competitive multi-channel alternative to
cable -- with local channels.
- Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
- DBS offered more channels and superior picture and sound quality
compared to cable, with one notable exception: consumers were not able
to receive their local channels via satellite.
- In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the one market in Idaho in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of Idaho and certain surrounding states with portions in
color and with the phrase "145,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
5 The EchoStar/HUGHES Merger Source: Nielsen Media Research, Sept.
2001; SkyResearch, Feb. 2002;
EchoStar and DIRECTV, Jan. 31,
2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
IDAHO
- As shown by this map, Idaho TV households outside the Salt Lake City
television market do not have a true competitive alternative to cable.
- Customers who live in markets in which DBS does not provide local
channels are forced to either pay additional subscription fees for a
basic cable service to receive their local channels, or install an
off-air roof-top antenna -- and hope for good reception.
- Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks
to viewers in every one of the 5 local channel markets in Idaho.
[Map of the state of Idaho and certain surrounding states with portions
in color and the phrase "4 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
6 The EchoStar/HUGHES Merger Source: Nielsen Media Research, Sept. 2001;
SkyResearch, Feb. 2002; EchoStar
and DIRECTV, Jan. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
IDAHO
- DIRECTV and DISH Network engineering teams have developed a system that
is TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged
company to deliver full local broadcast service, in all 210 U.S.
television markets, including full compliance with federal must carry
provisions.
- The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY
television market across the country, including all 5 markets in Idaho.
[Map of the state of Idaho and certain surrounding states with portions in
color and the phrase "All 5 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
7 The EchoStar/HUGHES Merger Source: Nielsen Media Research, Sept. 2001;
EchoStar, HUGHES, Feb. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
- The merger will end the inefficient use of spectrum by eliminating the
need for each company to transmit more than 500 channels of duplicative
programming.
- The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
- The merger will combine the companies' subscriber bases, making service
to smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
8 The EchoStar/HUGHES Merger Source: EchoStar, HUGHES, Feb. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
IDAHO
- Implementation could begin immediately following merger approval, and
the rollout can be completed as soon as 24 months later, allowing
delivery of local channels to all .5 million TV households in Idaho.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Idaho and certain surrounding states with portions in color
and the phrase "Local Channels, All .5 Million Households" written across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
9 The EchoStar/HUGHES Merger Source: Nielsen Media Research, Sept. 2001;
EchoStar, HUGHES, Feb. 2002
NATIONAL PRICING
- Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one
nation, and we will offer one rate card.
- For example: a resident of Milwaukee will pay the same fee for his or
her local channel package as a customer in Cedarville, Ohio; a resident
of Burlington, Vermont, will pay the same price for HBO as a customer
in Salt Lake City; and a resident of Mountlake Terrace, Washington,
will pay the same price for a basic 125-channel programming package as
a customer in New York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
10 The EchoStar/HUGHES Merger Source: EchoStar, HUGHES, Feb. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
IDAHO
- Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
- This map clearly shows the areas where households do not have access to
DSL or cable modem service -- the digital "have nots".
- The primary reason for this is simply the expense of rolling out
"wired" technologies, such as DSL and cable modem service, to millions
of homes, particularly to those beyond the boundaries of urban and
suburban markets.
- Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data
services.
[Map of the state of Idaho with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
11 The EchoStar/HUGHES Merger Source: The Buxton Company, "Broadband
Deployment," Jan. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
IDAHO
- The merger will bridge the digital divide in Idaho by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
- The efficiencies gained from the merged company's combined customer
base will enable a high-speed Internet service to be offered that is
not only price-competitive with existing providers in urban settings,
but also a tremendous benefit for rural customers for whom DSL and
cable modem service are unlikely to be available for years to come, if
ever.
- The merger will provide the technical and economic infrastructure to
convert every household in Idaho and the country to a digital "have."
[Map of the state of Idaho filled entirely with color.]
12 The EchoStar/HUGHES Merger Source: The Buxton Company, "Broadband
Deployment," Jan. 2002
ONE NATION, ONE DISH
- Bringing all local channels and broadband service to all consumers'
homes is not a simple endeavor. However, the DIRECTV and DISH Network
engineering teams have designed a system that enables the receipt of
local channels, other entertainment services AND high-speed Internet
access using one consumer-friendly mini-dish.
- An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
- New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the
remaining local broadcast channels and high-speed Internet services to
consumers in all states.
- Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new
local channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
13 The EchoStar/HUGHES Merger Source: EchoStar, HUGHES, Feb. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
- Eight years after the introduction of DBS services, 78% of
multi-channel video subscribers still receive their programming from a
franchised cable operator.
- Cable operators' market dominance has been strengthened by their
upgrades to digital video and cable modem services.
- The cable industry's market dominance is further evidenced by its
continual price increases to consumers: 37% on average since 1996.
- The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for
those consumers who live in markets where local channels are not
offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
14 The EchoStar/HUGHES Merger Source: FCC Eighth Annual Report, "Annual
Assessment of the Status of
Competition in the Market for the
Delivery of Video Programming,"
Jan. 14, 2002, pp. 11, 87;
EchoStar and DIRECTV, Jan. 31,
2002; "Report on Cable Industry
Prices," Federal Communications
Commission, Feb. 14, 2001, p. 9,
and Dec. 15, 1997, p. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
- The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite
infrastructure that will enable delivery of local channels in EVERY one
of the 210 television markets across the country.
- The merger of EchoStar and HUGHES ensures that prices for video and
data services will be the same throughout the country, whether the
market is rural or urban/suburban: "one nation, one rate card."
- The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for
rural customers where DSL and cable modem service are unlikely to be
available for years to come.
- The EchoStar and HUGHES merger merits broad scale support for the clear
and definitive benefits it will bring the residents of Idaho and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
107 MILLION HOUSEHOLDS
15 The EchoStar/HUGHES Merger FCC Eighth Annual Report, "Annual
Assessment of the Status of
Competition in the Market for the
Delivery of Video Programming,"
Jan. 14, 2002, pp. 11, 87;
EchoStar and DIRECTV, Jan. 31,
2002
THE ECHOSTAR/HUGHES MERGER
- Local Channels, All Americans
- One Nation, One Rate Card
- Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
16 The EchoStar/HUGHES Merger
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN ILLINOIS
[ECHOSTAR LOGO] [HUGHES LOGO]
February 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General
Motors believe that consumers will reap tremendous benefits from the
merger of EchoStar and HUGHES. The companies' two services, DISH
Network and DIRECTV(R), today each transmit a total of MORE THAN 500
IDENTICAL CHANNELS. Consumers will benefit from the massive increase in
Direct Broadcast Satellite (DBS) satellite capacity that will result
from the elimination of this DUPLICATIVE PROGRAMMING. Indeed, as a
direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local
broadcast channels with digital-quality television picture and
CD-quality sound IN EVERY ONE OF THE 210 TELEVISION MARKETS NATIONWIDE
AND SPECIFICALLY ALL 10 MARKETS IN ILLINOIS.
Subsequent to the announcement of the merger agreement on October 28,
2001, a series of pre-merger transition meetings between DISH Network
and DIRECTV engineers have been held to analyze the technical
feasibility of a "Local Channels, All Americans" plan by which the
merged company could offer every U.S. consumer access to
satellite-delivered local television signals. After an exhaustive
examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a
satellite application filed yesterday with the Federal Communications
Commission, EchoStar and HUGHES detailed a TECHNICALLY AND COMMERCIALLY
FEASIBLE PLAN to build, launch and operate spot-beam spacecraft that
will serve all 210 Designated Market Areas ("DMAs") in the United
States, including full compliance with must carry requirements.
New set-top boxes and satellite dishes will be deployed that will be
capable of receiving satellite signals from multiple orbital positions.
The new receiving equipment will be made available FREE OF CHARGE to
all existing DIRECTV and DISH Network subscribers who may need it in
order to receive their local channels.
Continued...
2 The EchoStar/HUGHES Merger
...Continued
Consumers across the country will pay the same price for services
delivered by the merged DBS service, i.e., ONE NATION, ONE RATE CARD,
regardless of a subscriber's location. Implementation of the plan will
begin immediately upon regulatory approval of the merger, and the
rollout can be completed as soon as 24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access
to all of America, including the most rural areas of the country. The
"digital divide" in the United States is real: some 40 million
households in the United States do not have access to high-speed
Internet and data services, in large part due to the high cost of
wiring homes for these services in less densely populated areas.
Combined, EchoStar and HUGHES will create a more robust satellite
platform that will liberate these digital "have nots" by serving every
household in the nation, including every household in Illinois, and
will have the subscriber base and financial means to move current
Ku-band satellite broadband offerings from their status as expensive
"niche" services to a more competitive price point for consumers, and
then ensure that next-generation Ka-band satellite broadband service
becomes a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous
competition to incumbent cable operators, and will not have
anticompetitive effects in any market. As this booklet illustrates, the
benefits from this merger will allow all consumers in Illinois to
receive their full complement of local channels and national
entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.
# # #
3 The EchoStar/HUGHES Merger
CABLE FRANCHISE AREAS
ILLINOIS
- Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Illinois.
- About 2.9 million of the 4.4 million TV households in Illinois
subscribe to a cable service, which equates to about 65% of all
Illinois households.
[Map of the state of Illinois with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
Source: SkyResearch, Feb. 2002
4 The EchoStar/HUGHES Merger
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
ILLINOIS
- In Illinois, only those DBS TV households within the Chicago and St.
Louis television markets have a fully competitive multi-channel
alternative to cable -- WITH local channels.
- Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
- DBS offered more channels and superior picture and sound quality
compared to cable, with one notable exception: consumers were not able
to receive their local channels via satellite.
- In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the two markets in Illinois in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of Illinois and certain surrounding states with portions in
color and with the phrase "847,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
Source: Nielsen Media Research, Sept. 2001; SkyResearch, Feb. 2002;
EchoStar and DIRECTV, Jan. 31, 2002
5 The EchoStar/HUGHES Merger
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
ILLINOIS
- As shown by this map, Illinois TV households outside the Chicago and
St. Louis television markets do not have a true competitive alternative
to cable.
- Customers who live in markets in which DBS does not provide local
channels are forced to either pay additional subscription fees for a
basic cable service to receive their local channels, or install an
off-air roof-top antenna -- and hope for good reception.
- Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks
to viewers in every one of the 10 local channel markets in Illinois.
[Map of the state of Illinois and certain surrounding states with portions
in color and the phrase "8 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive AlternativeToday
Source: Nielsen Media Research, Sept. 2001; SkyResearch, Feb. 2002;
EchoStar and DIRECTV, Jan. 31, 2002
6 The EchoStar/HUGHES Merger
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
ILLINOIS
- DIRECTV and DISH Network engineering teams have developed a system that
is TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged
company to deliver full local broadcast service, in all 210 U.S.
television markets, including full compliance with federal must carry
provisions.
- The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY
television market across the country, including all 10 markets in
Illinois.
[Map of the state of Illinois and certain surrounding states with portions in
color and the phrase "All 10 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
Source: Nielsen Media Research, Sept. 2001; EchoStar, HUGHES, Feb. 2002
7 The EchoStar/HUGHES Merger
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
- The merger will end the inefficient use of spectrum by eliminating the
need for each company to transmit more than 500 channels of duplicative
programming.
- The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
- The merger will combine the companies' subscriber bases, making service
to smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
Source: EchoStar, HUGHES, Feb. 2002
8 The EchoStar/HUGHES Merger
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
ILLINOIS
- Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 4.4 million TV households in Illinois.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state Illinois and certain surrounding states with portions
in color and the phrase "Local Channels, All 4.4 Million Households" written
across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
Source: Nielsen Media Research, Sept. 2001; EchoStar, HUGHES, Feb. 2002
9 The EchoStar/HUGHES Merger
NATIONAL PRICING
- Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
- For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
10 The EchoStar/HUGHES Merger Source: EchoStar, HUGHES, Feb. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
ILLINOIS
- Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today
- This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
- The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
- Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly- priced, bundled video and high-speed data services.
[Map of the state of Illinois with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
Source: The Buxton Company, "Broadband Deployment," Jan. 2002
11 The EchoStar/HUGHES Merger
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
ILLINOIS
- The merger will bridge the digital divide in Illinois by providing
consumers in every community with a competitively priced high- speed
"broadband solution" available to them regardless of their location.
- The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
- The merger will provide the technical and economic infrastructure to
convert every household in Illinois and the country to a digital "have."
[Map of the state of Illinois filled entirely with color.]
Source: The Buxton Company, "Broadband Deployment," Jan. 2002
12 The EchoStar/HUGHES Merger
ONE NATION, ONE DISH
- Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
- An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
- New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
- Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
Source: EchoStar, HUGHES, Feb. 2002
13 The EchoStar/HUGHES Merger
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
- Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
- Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
- The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
- The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
14 The EchoStar/HUGHES Merger Source: FCC Eighth Annual Report,
"Annual Assessment of the
Status of Competition in the
Market for the Delivery of
Video Programming,"
Jan. 14, 2002, pp. 11, 87;
EchoStar and DIRECTV, Jan. 31,
2002; "Report on Cable
Industry Prices," Federal
Communications Commission,
Feb. 14, 2001, p. 9, and
Dec. 15, 1997, p. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
- The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
- The merger of EchoStar and HUGHES ensures that prices for video and data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
- The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
- The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Illinois and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
FCC Eighth Annual Report, "Annual Assessment of the Status
of Competition in the Market for the Delivery of Video Programming,"
Jan. 14, 2002, pp. 11, 87; EchoStar and DIRECTV, Jan. 31, 2002
15 The EchoStar/HUGHES Merger
THE ECHOSTAR/HUGHES MERGER
- Local Channels, All Americans
- One Nation, One Rate Card
- Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
16 The EchoStar/HUGHES Merger
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
* * * *
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN INDIANA
[ECHOSTAR LOGO] [HUGUES LOGO]
February 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of
EchoStar and HUGHES. The companies' two services, DISH Network and
DIRECTV(R), today each transmit a total of MORE THAN 500 IDENTICAL
CHANNELS. Consumers will benefit from the massive increase in Direct
Broadcast Satellite (DBS) satellite capacity that will result from the
elimination of this DUPLICATIVE PROGRAMMING. Indeed, as a direct result of
the completion of this merger, consumers across the continental United
States, Alaska and Hawaii will have access to local broadcast channels with
digital-quality television picture and CD-quality sound IN EVERY ONE OF THE
210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 10 MARKETS IN
INDIANA.
Subsequent to the announcement of the merger agreement on October 28, 2001,
a series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every
U.S. consumer access to satellite-delivered local television signals. After
an exhaustive examination of each company's spectrum and satellite assets,
the engineers determined that this plan could become a reality. In a
satellite application filed yesterday with the Federal Communications
Commission, EchoStar and HUGHES detailed A TECHNICALLY AND COMMERCIALLY
FEASIBLE PLAN to build, launch and operate spot-beam spacecraft that will
serve all 210 Designated Market Areas ("DMAs") in the United States,
including full compliance with must carry requirements.
New set-top boxes and satellite dishes will be deployed that will be
capable of receiving satellite signals from multiple orbital positions. The
new receiving equipment will be made available FREE OF CHARGE to all
existing DIRECTV and DISH Network subscribers who may need it in order to
receive their local channels.
Continued...
2 The EchoStar/HUGHES Merger
...Continued
Consumers across the country will pay the same price for services delivered
by the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately
upon regulatory approval of the merger, and the rollout can be completed as
soon as 24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to
all of America, including the most rural areas of the country. The "digital
divide" in the United States is real: some 40 million households in the
United States do not have access to high-speed Internet and data services,
in large part due to the high cost of wiring homes for these services in
less densely populated areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform
that will liberate these digital "have nots" by serving every household in
the nation, including every household in Indiana, and will have the
subscriber base and financial means to move current Ku-band satellite
broadband offerings from their status as expensive "niche" services to a
more competitive price point for consumers, and then ensure that
next-generation Ka-band satellite broadband service becomes a reality for
consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous
competition to incumbent cable operators, and will not have anticompetitive
effects in any market. As this booklet illustrates, the benefits from this
merger will allow all consumers in Indiana to receive their full complement
of local channels and national entertainment networks, as well as provide a
new source of meaningful satellite-based broadband competition.
# # #
3 The EchoStar/HUGHES Merger
CABLE FRANCHISE AREAS
INDIANA
- Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Indiana.
- About 1.4 million of the 2.3 million TV households in Indiana subscribe to
a cable service, which equates to about 63% of all Indiana households.
[Map of the state of Indiana with portions in color.]
Legend
[Colored box.] Cable Franchise Areas
4 The EchoStar/HUGHES Merger Source: SkyResearch, Feb. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
INDIANA
- In Indiana, only those DBS TV households within the Chicago, Cincinnati and
Indianapolis television markets have a fully competitive multi-channel
alternative to cable -- WITH local channels.
- Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
- DBS offered more channels and superior picture and sound quality compared
to cable, with one notable exception: consumers were not able to receive
their local channels via satellite.
- In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the three markets in Indiana in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of Indiana and certain surrounding states with portions in
color and with the phrase "612,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
5 The EchoStar/HUGHES Merger Source: Nielsen Media Research, Sept. 2001;
SkyResearch, Feb. 2002; EchoStar and
DIRECTV, Jan. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
INDIANA
- As shown by this map, Indiana TV households outside the Chicago, Cincinnati
and Indianapolis television markets do not have a true competitive
alternative to cable.
- Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
- Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks to
viewers in every one of the 10 local channel markets in Indiana.
[Map of the state of Indiana and certain surrounding states with portions
in color and the phrase "7 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
6 The EchoStar/HUGHES Merger Source: Nielsen Media Research, Sept. 2001;
SkyResearch, Feb. 2002; EchoStar
and DIRECTV, Jan. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
INDIANA
- DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
- The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY television
market across the country, including all 10 markets in Indiana.
[Map of the state of Indiana and certain surrounding states with portions in
color and the phrase "All 10 Markets Served" written across it.]
Legend
[Colored box.] TV Households With Competitive Alternative After Merger
7 The EchoStar/HUGHES Merger Source: Nielsen Media Research, Sept. 2001;
EchoStar, HUGHES, Feb. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
INDIANA
- Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 2.3 million TV households in Indiana.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Indiana and certain surrounding states with portions in
color and the phrase "Local Channels, All 2.3 Million Households" written
across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
9 The EchoStar/HUGHES Merger Source: Nielsen Media Research, Sept. 2001;
EchoStar, HUGHES, Feb. 2002
NATIONAL PRICING
- Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
- For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
10 The EchoStar/HUGHES Merger Source: EchoStar/HUGHES, Feb. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
INDIANA
- Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today
- This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
- The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
- Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly- priced, bundled video and high-speed data services.
[Map of the state of Indiana with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
11 The EchoStar/HUGHES Merger Source: The Buxton Company, "Broadband
Deployment," Jan. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
INDIANA
- The merger will bridge the digital divide in Indiana by providing consumers
in every community with a competitively priced high- speed "broadband
solution" available to them regardless of their location.
- The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
- The merger will provide the technical and economic infrastructure to
convert every household in Indiana and the country to a digital "have."
[Map of the state of Indiana filled entirely with color.]
12 The EchoStar/HUGHES Merger Source: The Buxton Company,
"Broadband Deployment,"
Jan. 2002
ONE NATION, ONE DISH
- Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
- An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
- New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
- Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
13 The EchoStar/HUGHES Merger Source: EchoStar, HUGHES, Feb. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
- Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
- Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
- The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
- The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
14 The EchoStar/HUGHES Merger Source: FCC Eighth Annual Report, "Annual
Assessment of the Status of
Competition in the Market for the
Delivery of Video Programming,"
Jan. 14, 2002, pp. 11, 87;
EchoStar and DIRECTV, Jan. 31, 2002;
"Report on Cable Industry Prices,"
Federal Communications Commission,
Feb. 14, 2001, p. 9, and Dec. 15, 1997,
p. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
- The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
- The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
- The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
- The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Indiana and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
15 The EchoStar/HUGHES Merger FCC Eighth Annual Report "Annual
Assessment of the Status of Competition
in the Market for the Delivery of Video
Programming," Jan. 14, 2002, pp. 11, 87;
EchoStar and DIRECTV, Jan. 31, 2002
THE ECHOSTAR/HUGHES MERGER
- Local Channels, All Americans
- One Nation, One Rate Card
- Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
16 The EchoStar/HUGHES Merger
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
* * * *
--------------------------------------------------------------------------------
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN IOWA
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
February 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General
Motors believe that consumers will reap tremendous benefits from the
merger of EchoStar and HUGHES. The companies' two services, DISH Network
and DIRECTV(R), today each transmit a total of MORE THAN 500 IDENTICAL
CHANNELS. Consumers will benefit from the massive increase in Direct
Broadcast Satellite (DBS) satellite capacity that will result from the
elimination of this DUPLICATIVE PROGRAMMING. Indeed, as a direct result
of the completion of this merger, consumers across the continental
United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN
EVERY ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL
10 MARKETS IN IOWA.
Subsequent to the announcement of the merger agreement on October 28,
2001, a series of pre-merger transition meetings between DISH Network
and DIRECTV engineers have been held to analyze the technical
feasibility of a "Local Channels, All Americans" plan by which the
merged company could offer every U.S. consumer access to
satellite-delivered local television signals. After an exhaustive
examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a
satellite application filed yesterday with the Federal Communications
Commission, EchoStar and HUGHES detailed a TECHNICALLY AND COMMERCIALLY
FEASIBLE PLAN to build, launch and operate spot-beam spacecraft that
will serve all 210 Designated Market Areas ("DMAs") in the United
States, including full compliance with must carry requirements.
New set-top boxes and satellite dishes will be deployed that will be
capable of receiving satellite signals from multiple orbital positions.
The new receiving equipment will be made available FREE OF CHARGE to all
existing DIRECTV and DISH Network subscribers who may need it in order
to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
...CONTINUED
Consumers across the country will pay the same price for services
delivered by the merged DBS service, i.e., ONE NATION, ONE RATE CARD,
regardless of a subscriber's location. Implementation of the plan will
begin immediately upon regulatory approval of the merger, and the
rollout can be completed as soon as 24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access
to all of America, including the most rural areas of the country. The
"digital divide" in the United States is real: some 40 million
households in the United States do not have access to high-speed
Internet and data services, in large part due to the high cost of wiring
homes for these services in less densely populated areas.
Combined, EchoStar and HUGHES will create a more robust satellite
platform that will liberate these digital "have nots" by serving every
household in the nation, including every household in Iowa, and will
have the subscriber base and financial means to move current Ku-band
satellite broadband offerings from their status as expensive "niche"
services to a more competitive price point for consumers, and then
ensure that next-generation Ka-band satellite broadband service becomes
a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous
competition to incumbent cable operators, and will not have
anticompetitive effects in any market. As this booklet illustrates, the
benefits from this merger will allow all consumers in Iowa to receive
their full complement of local channels and national entertainment
networks, as well as provide a new source of meaningful satellite-based
broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
IOWA
- Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across Iowa.
- About .7 million of the 1.1 million TV households in Iowa subscribe to a
cable service, which equates to about 64% of all Iowa households.
[Map of the state of Iowa with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
- Today only 65 million TV households, those within the 42 television markets
served by DIRECTV and DISH Network, have a fully competitive multi-channel
alternative to cable -- with local channels.
- Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV in 1994, later joined by DISH Network in 1996.
- DBS offered more channels and superior picture and sound quality compared
to cable, with one notable exception: consumers were not able to receive
their local channels via satellite.
- In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in those markets in which DIRECTV and DISH
Network began delivering local channels.
65 MILLION HOUSEHOLDS
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002; NIELSEN
MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR AND DIRECTV,
JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
[IOWA]
- As shown by this map, Iowa TV households do not have a true competitive
alternative to cable.
- Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
- Neither DIRECTV nor DISH Network, alone, have sufficient spectrum to
provide any local channels to any of the 10 local markets in Iowa.
[Map of the state of Iowa and certain surrounding states with portions in color
and the phrase "10 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV,
JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
[IOWA]
- DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
- The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY television
market across the country, including all 10 markets in Iowa.
[Map of the state of Iowa and certain surrounding states with portions in color
and the phrase "All 10 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; ECHOSTAR, HUGHES,
FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
- The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
- The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
- The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
[IOWA]
- Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 1.1 million TV households in Iowa.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Iowa and certain surrounding states with portions in color
and the phrase "Local Channels, All 1.1 Million Households" written across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; ECHOSTAR, HUGHES,
FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
- Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
- For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card"
written across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
[IOWA]
- Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
- This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
- The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
- Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data services.
[Map of the state of Iowa with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
[IOWA]
- The merger will bridge the digital divide in Iowa by providing consumers in
every community with a competitively priced high-speed "broadband
solution" available to them regardless of their location.
- The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
- The merger will provide the technical and economic infrastructure to
convert every household in Iowa and the country to a digital "have."
[Map of the state of Iowa filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
- Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
- An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
- New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
- Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish
on the side of a house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
- Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
- Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
- The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
- The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT,
"ANNUAL ASSESSMENT OF THE STATUS
OF COMPETITION IN THE MARKET FOR
THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP.
11, 87; ECHOSTAR AND DIRECTV,
JAN. 31, 2002; "REPORT ON CABLE
INDUSTRY PRICES," FEDERAL
COMMUNICATIONS COMMISSION, FEB.
14, 2001, P. 9, AND DEC. 15,
1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
- The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
- The merger of EchoStar and HUGHES ensures that prices for video and data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
- The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
- The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Iowa and all Americans.
[Map of the United States with the phrase "107 Million Households"
written across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF COMPETITION
IN THE MARKET FOR THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
- Local Channels, All Americans
- One Nation, One Rate Card
- Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
* * * *
--------------------------------------------------------------------------------
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN KANSAS
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
February 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General
Motors believe that consumers will reap tremendous benefits from the
merger of EchoStar and HUGHES. The companies' two services, DISH Network
and DIRECTV(R), today each transmit a total of MORE THAN 500 IDENTICAL
CHANNELS. Consumers will benefit from the massive increase in Direct
Broadcast Satellite (DBS) satellite capacity that will result from the
elimination of this DUPLICATIVE PROGRAMMING. Indeed, as a direct result
of the completion of this merger, consumers across the continental United
States, Alaska and Hawaii will have access to local broadcast channels
with digital-quality television picture and CD-quality sound IN EVERY ONE
OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 8 MARKETS
IN KANSAS.
Subsequent to the announcement of the merger agreement on October 28,
2001, a series of pre-merger transition meetings between DISH Network and
DIRECTV engineers have been held to analyze the technical feasibility of
a "Local Channels, All Americans" plan by which the merged company could
offer every U.S. consumer access to satellite-delivered local television
signals. After an exhaustive examination of each company's spectrum and
satellite assets, the engineers determined that this plan could become a
reality. In a satellite application filed yesterday with the Federal
Communications Commission, EchoStar and HUGHES detailed a TECHNICALLY AND
COMMERCIALLY FEASIBLE PLAN to build, launch and operate spot-beam
spacecraft that will serve all 210 Designated Market Areas ("DMAs") in
the United States, including full compliance with must carry
requirements.
New set-top boxes and satellite dishes will be deployed that will be
capable of receiving satellite signals from multiple orbital positions.
The new receiving equipment will be made available FREE OF CHARGE to all
existing DIRECTV and DISH Network subscribers who may need it in order to
receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
...CONTINUED
Consumers across the country will pay the same price for services
delivered by the merged DBS service, i.e., ONE NATION, ONE RATE CARD,
regardless of a subscriber's location. Implementation of the plan will
begin immediately upon regulatory approval of the merger, and the rollout
can be completed as soon as 24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access
to all of America, including the most rural areas of the country. The
"digital divide" in the United States is real: some 40 million households
in the United States do not have access to high-speed Internet and data
services, in large part due to the high cost of wiring homes for these
services in less densely populated areas.
Combined, EchoStar and HUGHES will create a more robust satellite
platform that will liberate these digital "have nots" by serving every
household in the nation, including every household in Kansas, and will
have the subscriber base and financial means to move current Ku-band
satellite broadband offerings from their status as expensive "niche"
services to a more competitive price point for consumers, and then ensure
that next-generation Ka-band satellite broadband service becomes a
reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous
competition to incumbent cable operators, and will not have
anticompetitive effects in any market. As this booklet illustrates, the
benefits from this merger will allow all consumers in Kansas to receive
their full complement of local channels and national entertainment
networks, as well as provide a new source of meaningful satellite-based
broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
KANSAS
- Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Kansas.
- About .7 million of the 1 million TV households in Kansas subscribe to a
cable service, which equates to about 69% of all Kansas households.
[Map of the state of Kansas with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
KANSAS
- In Kansas, only those DBS TV households within the Kansas City television
market have a fully competitive multi-channel alternative to cable --
WITH local channels.
- Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
- DBS offered more channels and superior picture and sound quality compared
to cable, with one notable exception: consumers were not able to receive
their local channels via satellite.
- In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the one market in Kansas in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of Kansas and certain surrounding states with portions in
color and with the phrase "217,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
KANSAS
- As shown by this map, Kansas TV households outside the Kansas City
television market do not have a true competitive alternative to cable.
- Customers who live in markets in which DBS does not provide local
channels are forced to either pay additional subscription fees for a
basic cable service to receive their local channels, or install an
off-air roof-top antenna -- and hope for good reception.
- Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks to
viewers in every one of the 8 local channel markets in Kansas.
[Map of the state of Kansas and certain surrounding states with portions
in color and the phrase "7 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
KANSAS
- DIRECTV and DISH Network engineering teams have developed a system that
is TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged
company to deliver full local broadcast service, in all 210 U.S.
television markets, including full compliance with federal must carry
provisions.
- The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY
television market across the country, including all 8 markets in Kansas.
[Map of the state of Kansas and certain surrounding states with portions in
color and the phrase "All 8 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
- The merger will end the inefficient use of spectrum by eliminating the
need for each company to transmit more than 500 channels of duplicative
programming.
- The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
- The merger will combine the companies' subscriber bases, making service
to smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
KANSAS
- Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 1 million TV households in Kansas.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Kansas and certain surrounding states with portions in
color and the phrase "Local Channels, All 1 Million Households"
written across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
- Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one
nation, and we will offer one rate card.
- For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in
Salt Lake City; and a resident of Mountlake Terrace, Washington, will pay
the same price for a basic 125-channel programming package as a customer
in New York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
KANSAS
- Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
- This map clearly shows the areas where households do not have access to
DSL or cable modem service -- the digital "have nots".
- The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban
markets.
- Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data services.
[Map of the state of Kansas with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
KANSAS
- The merger will bridge the digital divide in Kansas by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
- The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem
service are unlikely to be available for years to come, if ever.
- The merger will provide the technical and economic infrastructure to
convert every household in Kansas and the country to a digital "have."
[Map of the state of Kansas filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
- Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network
engineering teams have designed a system that enables the receipt of
local channels, other entertainment services AND high-speed Internet
access using one consumer-friendly mini-dish.
- An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
- New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the
remaining local broadcast channels and high-speed Internet services to
consumers in all states.
- Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new
local channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
- Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
- Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
- The cable industry's market dominance is further evidenced by its
continual price increases to consumers: 37% on average since 1996.
- The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by
DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT,
"ANNUAL ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002;
"REPORT ON CABLE INDUSTRY PRICES,"
FEDERAL COMMUNICATIONS COMMISSION,
FEB. 14, 2001, P. 9, AND
DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
- The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite
infrastructure that will enable delivery of local channels in EVERY one
of the 210 television markets across the country.
- The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
- The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for
rural customers where DSL and cable modem service are unlikely to be
available for years to come.
- The EchoStar and HUGHES merger merits broad scale support for the clear
and definitive benefits it will bring the residents of Kansas and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF COMPETITION
IN THE MARKET FOR THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
- Local Channels, All Americans
- One Nation, One Rate Card
- Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
--------------------------------------------------------------------------------
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN KENTUCKY
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
February 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today
each transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will
benefit from the massive increase in Direct Broadcast Satellite (DBS) satellite
capacity that will result from the elimination of this DUPLICATIVE PROGRAMMING.
Indeed, as a direct result of the completion of this merger, consumers across
the continental United States, Alaska and Hawaii will have access to local
broadcast channels with digital-quality television picture and CD-quality sound
IN EVERY ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 10
MARKETS IN KENTUCKY.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed A TECHNICALLY AND COMMERCIALLY FEASIBLE plan to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Kentucky, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Kentucky to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
KENTUCKY
- Despite the rapid growth of DBS since 1994, cable television clearly remains
the dominant provider of multi-channel pay TV services across Kentucky.
- About 1.0 million of the 1.5 million TV households in Kentucky subscribe to a
cable service, which equates to about 66% of all Illinois households.
[Map of the state of Kentucky with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
KENTUCKY
- In Kentucky, only those DBS TV households within the Cincinnati and Nashville
television markets have a fully competitive multi-channel alternative to cable
--WITH local channels.
- Competitive alternatives to cable did not seriously take form until the launch
of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
- DBS offered more channels and superior picture and sound quality compared to
cable, with one notable exception: consumers were not able to receive their
local channels via satellite.
- In 1999, Congress changed the law, allowing satellite carriers to offer local
channels. Only at this point did DBS become a viable competitive alternative
to cable, at least in the two markets in Kentucky in which DIRECTV and DISH
Network began delivering local channels.
[Map of the state of Kentucky and certain surrounding states with portions in
color and with the phrase "420,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
KENTUCKY
- As shown by this map, Kentucky TV households outside the Cincinnati and
Nashville television markets do not have a true competitive alternative to
cable.
- Customers who live in markets in which DBS does not provide local channels are
forced to either pay additional subscription fees for a basic cable service to
receive their local channels, or install an off-air roof-top antenna -- and
hope for good reception.
- Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to provide
all local channels as well as the national pay cable networks to viewers in
every one of the 10 local channel markets in Kentucky.
[Map of the state of Kentucky and certain surrounding states with portions
in color and the phrase "8 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR AND DIRECTV,
JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
KENTUCKY
- DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
- The merger of DIRECTV and DISH Network will enable a fully competitive cable
alternative -- DBS service with local channels -- in EVERY television market
across the country, including all 10 markets in Kentucky.
[Map of the state of Kentucky and certain surrounding states with portions in
color and the phrase "All 10 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
- The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
- The merger will combine each company's spectrum and advanced satellite assets,
making the plan technically achievable.
- The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
KENTUCKY
- Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 1.5 million TV households in Kentucky.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Kentucky and certain surrounding states with portions in
color and the phrase "Local Channels, All 1.5 Million Households" written
across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
- Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation, and
we will offer one rate card.
- For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the same
price for a basic 125-channel programming package as a customer in New York
City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
KENTUCKY
- Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the so-called
"digital divide" that exists in the "wired" world today.
- This map clearly shows the areas where households do not have access to DSL or
cable modem service--the digital "have nots".
- The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
- Both EchoStar and HUGHES believe many of the "have nots" would be interested
in fairly-priced, bundled video and high-speed data services.
[Map of the state of Kentucky with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
KENTUCKY
- The merger will bridge the digital divide in Kentucky by providing consumers
in every community with a competitively priced high-speed "broadband
solution" available to them regardless of their location.
- The efficiencies gained from the merged company's combined customer base will
enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
- The merger will provide the technical and economic infrastructure to convert
every household in Kentucky and the country to a digital "have."
[Map of the state of Kentucky filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
- Bringing all local channels and broadband service to all consumers' homes is
not a simple endeavor. However, the DIRECTV and DISH Network engineering teams
have designed a system that enables the receipt of local channels, other
entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
- An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
- New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in all
states.
- Equipment will be provided to existing DBS customers AT NO CHARGE -- including
free service call and installation -- to receive their new local channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
- Eight years after the introduction of DBS services, 78% of multi-channel video
subscribers still receive their programming from a franchised cable operator.
- Cable operators' market dominance has been strengthened by their upgrades to
digital video and cable modem services.
- The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
- The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF COMPETITION IN
THE MARKET FOR THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002;
"REPORT ON CABLE INDUSTRY PRICES," FEDERAL
COMMUNICATIONS COMMISSION, FEB. 14, 2001,
P. 9, AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
- The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210 television
markets across the country.
- The merger of EchoStar and HUGHES ensures that prices for video and data
services will be the same throughout the country, whether the market is rural
or urban/suburban: "one nation, one rate card."
- The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available for
years to come.
- The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Kentucky and all Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
OF THE STATUS OF COMPETITION IN THE MARKET
FOR THE DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
- Local Channels, All Americans
- One Nation, One Rate Card
- Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
--------------------------------------------------------------------------------
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN LOUISIANA
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of
EchoStar and HUGHES. The companies' two services, DISH Network and
DIRECTV(R), today each transmit a total of MORE THAN 500 IDENTICAL
CHANNELS. Consumers will benefit from the massive increase in Direct
Broadcast Satellite (DBS) satellite capacity that will result from the
elimination of this DUPLICATIVE PROGRAMMING. Indeed, as a direct result of
the completion of this merger, consumers across the continental United
States, Alaska and Hawaii will have access to local broadcast channels with
digital-quality television picture and CD-quality sound IN EVERY ONE OF THE
210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 8 MARKETS IN
LOUISIANA.
Subsequent to the announcement of the merger agreement on October 28, 2001,
a series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every
U.S. consumer access to satellite-delivered local television signals. After
an exhaustive examination of each company's spectrum and satellite assets,
the engineers determined that this plan could become a reality. In a
satellite application filed yesterday with the Federal Communications
Commission, EchoStar and HUGHES detailed a TECHNICALLY AND COMMERCIALLY
FEASIBLE PLAN to build, launch and operate spot-beam spacecraft that will
serve all 210 Designated Market Areas ("DMAs") in the United States,
including full compliance with must carry requirements.
New set-top boxes and satellite dishes will be deployed that will be
capable of receiving satellite signals from multiple orbital positions. The
new receiving equipment will be made available FREE OF CHARGE to all
existing DIRECTV and DISH Network subscribers who may need it in order to
receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
...CONTINUED
Consumers across the country will pay the same price for services delivered
by the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately
upon regulatory approval of the merger, and the rollout can be completed as
soon as 24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to
all of America, including the most rural areas of the country. The "digital
divide" in the United States is real: some 40 million households in the
United States do not have access to high-speed Internet and data services,
in large part due to the high cost of wiring homes for these services in
less densely populated areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform
that will liberate these digital "have nots" by serving every household in
the nation, including every household in Louisiana, and will have the
subscriber base and financial means to move current Ku-band satellite
broadband offerings from their status as expensive "niche" services to a
more competitive price point for consumers, and then ensure that
next-generation Ka-band satellite broadband service becomes a reality for
consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous
competition to incumbent cable operators, and will not have anticompetitive
effects in any market. As this booklet illustrates, the benefits from this
merger will allow all consumers in Louisiana to receive their full
complement of local channels and national entertainment networks, as well
as provide a new source of meaningful satellite-based broadband
competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
[LOUISIANA]
- Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Louisiana.
- About 1.2 million of the 1.6 million TV households in Louisiana subscribe
to a cable service, which equates to about 73% of all Louisiana households.
[Map of the state of Louisiana with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
- Today only 65 million TV households, those within the 42 television markets
served by DIRECTV and DISH Network, have a fully competitive multi-channel
alternative to cable -- WITH local channels.
- Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV in 1994, later joined by DISH Network in 1996.
- DBS offered more channels and superior picture and sound quality compared
to cable, with one notable exception: consumers were not able to receive
their local channels via satellite.
- In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in those markets in which DIRECTV and DISH
Network began delivering local channels.
[Map of the United States with portions in color and with the phrase "65
Million Households" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002; NIELSEN
MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR AND DIRECTV,
JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
[LOUISIANA]
- As shown by this map, Louisiana TV households do not have a true
competitive alternative to cable.
- Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
- Neither DIRECTV nor DISH Network, alone, have sufficient spectrum to
provide any local channels to any of the 8 local markets in Louisiana.
[Map of the state of Louisiana and certain surrounding areas with portions
in color and the phrase "8 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV,
JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
[LOUISIANA]
- DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
- The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY television
market across the country, including all 8 markets in Louisiana.
[Map of the state of Louisiana and certain surrounding states with portions in
color and the phrase "All 8 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; ECHOSTAR, HUGHES,
FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
- The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
- The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
- The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
[LOUISIANA]
- Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 1.6 million TV households in Louisiana.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Louisiana and certain surrounding areas with portions in
color and the phrase "Local Channels, All 1.6 Million Households" written
across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; ECHOSTAR, HUGHES,
FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
- Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
- For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
[LOUISIANA]
- Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
- This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
- The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
- Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data services.
[Map of the state of Louisiana with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
[LOUISIANA]
- The merger will bridge the digital divide in Louisiana by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
- The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
- The merger will provide the technical and economic infrastructure to
convert every household in Louisiana and the country to a digital "have."
[Map of the state of Louisiana filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
- Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
- An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
- New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
- Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
- Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
- Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
- The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
- The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT,
"ANNUAL ASSESSMENT OF THE STATUS
OF COMPETITION IN THE MARKET FOR
THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP.
11, 87; ECHOSTAR AND DIRECTV,
JAN. 31, 2002; "REPORT ON CABLE
INDUSTRY PRICES," FEDERAL
COMMUNICATIONS COMMISSION, FEB.
14, 2001, P. 9, AND DEC. 15,
1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
- The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
- The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
- The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
- The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Louisiana and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF COMPETITION
IN THE MARKET FOR THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
- Local Channels, All Americans
- One Nation, One Rate Card
- Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
* * * *
--------------------------------------------------------------------------------
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN MAINE
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
February 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of
EchoStar and HUGHES. The companies' two services, DISH Network and
DIRECTV(R), today each transmit a total of MORE THAN 500 IDENTICAL
CHANNELS. Consumers will benefit from the massive increase in Direct
Broadcast Satellite (DBS) satellite capacity that will result from the
elimination of this DUPLICATIVE PROGRAMMING. Indeed, as a direct result of
the completion of this merger, consumers across the continental United
States, Alaska and Hawaii will have access to local broadcast channels with
digital-quality television picture and CD-quality sound IN EVERY ONE OF THE
210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 3 MARKETS IN MAINE.
Subsequent to the announcement of the merger agreement on October 28, 2001,
a series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every
U.S. consumer access to satellite-delivered local television signals. After
an exhaustive examination of each company's spectrum and satellite assets,
the engineers determined that this plan could become a reality. In a
satellite application filed yesterday with the Federal Communications
Commission, EchoStar and HUGHES detailed a TECHNICALLY AND COMMERCIALLY
FEASIBLE PLAN to build, launch and operate spot-beam spacecraft that will
serve all 210 Designated Market Areas ("DMAs") in the United States,
including full compliance with must carry requirements.
New set-top boxes and satellite dishes will be deployed that will be
capable of receiving satellite signals from multiple orbital positions. The
new receiving equipment will be made available FREE OF CHARGE to all
existing DIRECTV and DISH Network subscribers who may need it in order to
receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
...CONTINUED
Consumers across the country will pay the same price for services delivered
by the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately
upon regulatory approval of the merger, and the rollout can be completed as
soon as 24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to
all of America, including the most rural areas of the country. The "digital
divide" in the United States is real: some 40 million households in the
United States do not have access to high-speed Internet and data services,
in large part due to the high cost of wiring homes for these services in
less densely populated areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform
that will liberate these digital "have nots" by serving every household in
the nation, including every household in Maine, and will have the
subscriber base and financial means to move current Ku-band satellite
broadband offerings from their status as expensive "niche" services to a
more competitive price point for consumers, and then ensure that
next-generation Ka-band satellite broadband service becomes a reality for
consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous
competition to incumbent cable operators, and will not have anticompetitive
effects in any market. As this booklet illustrates, the benefits from this
merger will allow all consumers in Maine to receive their full complement
of local channels and national entertainment networks, as well as provide a
new source of meaningful satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
[MAINE]
- Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Maine.
- About .3 million of the .5 million TV households in Maine subscribe to a
cable service, which equates to about 70% of all Maine households.
[Map of the state of Maine with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
- Today only 65 million TV households, those within the 42 television markets
served by DIRECTV and DISH Network, have a fully competitive multi-channel
alternative to cable -- WITH local channels.
- Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV in 1994, later joined by DISH Network in 1996.
- DBS offered more channels and superior picture and sound quality compared
to cable, with one notable exception: consumers were not able to receive
their local channels via satellite.
- In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in those markets in which DIRECTV and DISH
Network began delivering local channels.
[Map of the United States and certain portions in color and
with the phrase "65 Million Households" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002; NIELSEN
MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR AND DIRECTV,
JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
[MAINE]
- As shown by this map, Maine TV households do not have a true competitive
alternative to cable.
- Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
- Neither DIRECTV nor DISH Network, alone, have sufficient spectrum to
provide any local channels to any of the 3 local markets in Maine.
[Map of the state of Maine and certain surrounding states with portions
in color and the phrase "3 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV,
JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
[MAINE]
- DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
- The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY television
market across the country, including all 3 markets in Maine.
[Map of the state of Maine and certain surrounding states with portions in
color and the phrase "All 3 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; ECHOSTAR, HUGHES,
FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
- The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
- The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
- The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
[MAINE]
- Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all .5 million TV households in Maine.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Maine and certain surrounding states with portions in color
and the phrase "Local Channels, All .5 Million Households" written across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; ECHOSTAR, HUGHES,
FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
- Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
- For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
[MAINE]
- Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
- This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
- The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
- Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data services.
[Map of the state of Maine with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
[MAINE]
- The merger will bridge the digital divide in Maine by providing consumers
in every community with a competitively priced high-speed "broadband
solution" available to them regardless of their location.
- The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
- The merger will provide the technical and economic infrastructure to
convert every household in Maine and the country to a digital "have."
[Map of the state of Maine filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
- Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
- An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
- New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
- Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
- Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
- Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
- The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
- The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT,
"ANNUAL ASSESSMENT OF THE STATUS
OF COMPETITION IN THE MARKET FOR
THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP.
11, 87; ECHOSTAR AND DIRECTV,
JAN. 31, 2002; "REPORT ON CABLE
INDUSTRY PRICES," FEDERAL
COMMUNICATIONS COMMISSION, FEB.
14, 2001, P. 9, AND DEC. 15,
1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
- The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
- The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
- The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
- The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Maine and all Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF COMPETITION
IN THE MARKET FOR THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
- Local Channels, All Americans
- One Nation, One Rate Card
- Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
* * * *
--------------------------------------------------------------------------------
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN MARYLAND
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General
Motors believe that consumers will reap tremendous benefits from the
merger of EchoStar and HUGHES. The companies' two services, DISH Network
and DIRECTV(R), today each transmit a total of MORE THAN 500 IDENTICAL
CHANNELS. Consumers will benefit from the massive increase in Direct
Broadcast Satellite (DBS) satellite capacity that will result from the
elimination of this DUPLICATIVE PROGRAMMING. Indeed, as a direct result
of the completion of this merger, consumers across the continental
United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN
EVERY ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL
4 MARKETS IN MARYLAND.
Subsequent to the announcement of the merger agreement on October 28,
2001, a series of pre-merger transition meetings between DISH Network
and DIRECTV engineers have been held to analyze the technical
feasibility of a "Local Channels, All Americans" plan by which the
merged company could offer every U.S. consumer access to
satellite-delivered local television signals. After an exhaustive
examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a
satellite application filed yesterday with the Federal Communications
Commission, EchoStar and HUGHES detailed a TECHNICALLY AND COMMERCIALLY
FEASIBLE PLAN to build, launch and operate spot-beam spacecraft that
will serve all 210 Designated Market Areas ("DMAs") in the United
States, including full compliance with must carry requirements.
New set-top boxes and satellite dishes will be deployed that will be
capable of receiving satellite signals from multiple orbital positions.
The new receiving equipment will be made available FREE OF CHARGE to all
existing DIRECTV and DISH Network subscribers who may need it in order
to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
...CONTINUED
Consumers across the country will pay the same price for services
delivered by the merged DBS service, i.e., ONE NATION, ONE RATE CARD,
regardless of a subscriber's location. Implementation of the plan will
begin immediately upon regulatory approval of the merger, and the
rollout can be completed as soon as 24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access
to all of America, including the most rural areas of the country. The
"digital divide" in the United States is real: some 40 million
households in the United States do not have access to high-speed
Internet and data services, in large part due to the high cost of wiring
homes for these services in less densely populated areas.
Combined, EchoStar and HUGHES will create a more robust satellite
platform that will liberate these digital "have nots" by serving every
household in the nation, including every household in Maryland, and will
have the subscriber base and financial means to move current Ku-band
satellite broadband offerings from their status as expensive "niche"
services to a more competitive price point for consumers, and then
ensure that next-generation Ka-band satellite broadband service becomes
a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous
competition to incumbent cable operators, and will not have
anticompetitive effects in any market. As this booklet illustrates, the
benefits from this merger will allow all consumers in Maryland to
receive their full complement of local channels and national
entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
MARYLAND
- Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Maryland.
- About 1.3 million of the 2.0 million TV households in Maryland subscribe to
a cable service, which equates to about 70% of all Maryland households.
[Map of the state of Maryland with portions in color.]
LEGEND
[Colored box.] - Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
MARYLAND
- In Maryland, only those DBS TV households within the Baltimore, Pittsburgh
and Washington, D.C. television markets have a fully competitive
multi-channel alternative to cable -- WITH local channels.
- Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
- DBS offered more channels and superior picture and sound quality compared
to cable, with one notable exception; consumers were not able to receive
their local channels via satellite.
- In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the three markets in Maryland in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of Maryland and certain surrounding states with portions in
color and with the phrase "334,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] - Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
MARYLAND
- As shown by this map, Maryland TV households outside the Baltimore,
Pittsburgh and Washington, D.C. television markets do not have a true
competitive alternative to cable.
- Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
- Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks to
viewers in every one of the 4 local channel markets in Maryland.
[Map of the state of Maryland and certain surrounding states with portions
in color and the phrase "1 TV Market Unserved" written across it.]
LEGEND
[Colored box.] - Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR AND DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
MARYLAND
- DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
- The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY television
market across the country, including all 4 markets in Maryland.
[Map of the state of Maryland and certain surrounding states with portions
in color and the phrase "All 4 Markets Served" written across it.]
LEGEND
[Colored box.] - TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
- The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
- The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
- The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels
Today" written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
MARYLAND
- Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 2 million TV households in Maryland.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Maryland and certain surrounding states with portions
in color and the phrase "Local Channels, All 2 Million Households"
written across it.]
LEGEND
[Colored box.] - DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
- Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
- For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
MARYLAND
- Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
- This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
- The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
- Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data services.
[Map of the state of Maryland with portions in color.]
LEGEND
[Colored box.] - Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
MARYLAND
- The merger will bridge the digital divide in Maryland by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
- The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
- The merger will provide the technical and economic infrastructure to
convert every household in Maryland and the country to a digital "have."
[Map of the state of Maryland filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
- Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
- An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
- New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
- Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
- Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
- Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
- The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
- The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] - Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT,
"ANNUAL ASSESSMENT OF THE STATUS OF COMPETITION
IN THE MARKET FOR THE DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR AND DIRECTV, JAN. 31, 2002;
"REPORT ON CABLE INDUSTRY PRICES," FEDERAL COMMUNICATIONS COMMISSION,
FEB. 14, 2001, P. 9, AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
- The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
- The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
- The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
- The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Maryland and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT,
"ANNUAL ASSESSMENT OF THE STATUS OF COMPETITION
IN THE MARKET FOR THE DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
- Local Channels, All Americans
- One Nation, One Rate Card
- Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
* * * *
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN MICHIGAN
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 11 MARKETS IN
MICHIGAN.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Michigan, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Michigan to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
MICHIGAN
o Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Michigan.
o About 2.4 million of the 3.7 million TV households in Michigan subscribe to
a cable service, which equates to about 66% of all Michigan households.
[Map of the state of Michigan with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
MICHIGAN
o In Michigan, only those DBS TV households within the Detroit television
market have a fully competitive multi-channel alternative to cable -- WITH
local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared
to cable, with one notable exception: consumers were not able to receive
their local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the one market in Michigan in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of Michigan and certain surrounding states with portions in
color and with the phrase "749,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
Michigan
o As shown by this map, Michigan TV households outside the Detroit television
market do not have a true competitive alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks to
viewers in every one of the 11 local channel markets in Michigan.
[Map of the state of Michigan and certain surrounding states with portions
in color and the phrase "10 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
MICHIGAN
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY television
market across the country, including all 11 markets in Michigan.
[Map of the state of Michigan and certain surrounding states with portions in
color and the phrase "All 11 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
MICHIGAN
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 3.7 million TV households in Michigan.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Michigan and certain surrounding states with portions in
color and the phrase "Local Channels, All 3.7 Million Households" written across
it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
MICHIGAN
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly- priced, bundled video and high-speed data services.
[Map of the state of Michigan with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
MICHIGAN
o The merger will bridge the digital divide in Michigan by providing
consumers in every community with a competitively priced high- speed
"broadband solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to
convert every household in Michigan and the country to a digital "have."
[Map of the state of Michigan filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes is
not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF COMPETITION
IN THE MARKET FOR THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002;
"REPORT ON CABLE INDUSTRY PRICES,"
FEDERAL COMMUNICATIONS COMMISSION,
FEB. 14, 2001, P. 9, AND
DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Michigan and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
OF THE STATUS OF COMPETITION IN THE MARKET
FOR THE DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
* * * *
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN MINNESOTA
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 7 MARKETS IN
MINNESOTA.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Minnesota, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Minnesota to receive their full complement of local channels
and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
MINNESOTA
o Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Minnesota.
o About 1.0 million of the 1.8 million TV households in Minnesota subscribe
to a cable service, which equates to about 57% of all Minnesota households.
[Map of the state of Minnesota with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
MINNESOTA
o In Minnesota, only those DBS TV households within the Minneapolis-St. Paul
television market have a fully competitive multi-channel alternative to
cable -- WITH local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared
to cable, with one notable exception: consumers were not able to receive
their local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the one market in Minnesota in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of Minnesota and certain surrounding states with portions in
color and with the phrase "422,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
MINNESOTA
o As shown by this map, Minnesota TV households outside the Minneapolis-St.
Paul television market do not have a true competitive alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks to
viewers in every one of the 7 local channel markets in Minnesota.
[Map of the state of Minnesota and certain surrounding states with portions
in color and the phrase "6 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
MINNESOTA
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY television
market across the country, including all 7 markets in Minnesota.
[Map of the state of Minnesota and certain surrounding states with portions in
color and the phrase "All 7 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
MINNESOTA
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 1.8 million TV households in Minnesota.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Minnesota and certain surrounding states with portions in
color and the phrase "Local Channels, All 1.8 Million Households"
written across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation,
One Rate Card" written across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
MINNESOTA
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly- priced, bundled video and high-speed data services.
[Map of the state of Minnesota with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
MINNESOTA
o The merger will bridge the digital divide in Minnesota by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to
convert every household in Minnesota and the country to a digital "have."
[Map of the state of Minnesota filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on
the side of a house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR
AND DIRECTV, JAN. 31, 2002; "REPORT
ON CABLE INDUSTRY PRICES," FEDERAL
COMMUNICATIONS COMMISSION,
FEB. 14, 2001, P. 9, AND
DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers-- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Minnesota and all
Americans.
[Map of the United States with the phrase "107 Million Households"
written across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN MISSISSIPPI
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today
each transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will
benefit from the massive increase in Direct Broadcast Satellite (DBS) satellite
capacity that will result from the elimination of this DUPLICATIVE PROGRAMMING.
Indeed, as a direct result of the completion of this merger, consumers across
the continental United States, Alaska and Hawaii will have access to local
broadcast channels with digital-quality television picture and CD-quality sound
IN EVERY ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 10
MARKETS IN MISSISSIPPI.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Mississippi, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Mississippi to receive their full complement of local channels
and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
MISSISSIPPI
o Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Mississippi.
o About .6 million of the 1 million TV households in Mississippi subscribe to
a cable service, which equates to about 61% of all Mississippi households.
[Map of the state of Mississippi with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
MISSISSIPPI
o In Mississippi, only those DBS TV households within the Memphis television
market have a fully competitive multi-channel alternative to cable -- WITH
local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared
to cable, with one notable exception: consumers were not able to receive
their local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the one market in Mississippi in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of Mississippi and certain surrounding states with portions in
color and with the phrase "339,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
MISSISSIPPI
o As shown by this map, Mississippi TV households outside the Memphis
television market do not have a true competitive alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks to
viewers in every one of the 10 local channel markets in Mississippi.
[Map of the state of Mississippi and certain surrounding states with portions
in color and the phrase "9 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
MISSISSIPPI
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY television
market across the country, including all 10 markets in Mississippi.
[Map of the state of Mississippi and certain surrounding states with portions in
color and the phrase "All 10 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
MISSISSIPPI
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 1 million TV households in Mississippi.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Mississippi and certain surrounding states with portions
in color and the phrase "Local Channels, All 1 Million Households" written
across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
MISSISSIPPI
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data services.
[Map of the state of Mississippi with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
MISSISSIPPI
o The merger will bridge the digital divide in Mississippi by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to
convert every household in Mississippi and the country to a digital "have."
[Map of the state of Mississippi filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of
a house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING," JAN.
14, 2002, PP. 11, 87; ECHOSTAR AND
DIRECTV, JAN. 31, 2002; "REPORT ON
CABLE INDUSTRY PRICES," FEDERAL
COMMUNICATIONS COMMISSION, FEB. 14,
2001, P. 9, AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Mississippi and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
OF THE STATUS OF COMPETITION IN THE MARKET FOR
THE DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN MISSOURI
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 13 MARKETS IN
MISSOURI.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Missouri, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Missouri to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
MISSOURI
o Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Missouri.
o About 1.2 million of the 2.1 million TV households in Missouri subscribe to
a cable service, which equates to about 56% of all Missouri households.
[Map of the state of Missouri with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
MISSOURI
o In Missouri, only those DBS TV households within the Kansas City, Memphis
and St. Louis television markets have a fully competitive multi-channel
alternative to cable -- WITH local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared
to cable, with one notable exception: consumers were not able to receive
their local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the three markets in Missouri in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of Missouri and certain surrounding states with portions in
color and with the phrase "615,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR
AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
MISSOURI
o As shown by this map, Missouri TV households outside the Kansas City,
Memphis and St. Louis television markets do not have a true competitive
alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks to
viewers in every one of the 13 local channel markets in Missouri.
[Map of the state of Missouri and certain surrounding states with portions
in color and the phrase "10 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR
AND DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
MISSOURI
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY television
market across the country, including all 13 markets in Missouri.
[Map of the state of Missouri and certain surrounding states with portions in
color and the phrase "All 13 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
MISSOURI
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 2.1 million TV households in Missouri.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Missouri and certain surrounding states with portions in
color and the phrase "Local Channels, All 2.1 Million Households" written
across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
MISSOURI
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data services.
[Map of the state of Missouri with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
-------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
MISSOURI
o The merger will bridge the digital divide in Missouri by providing
consumers in every community with a competitively priced high- speed
"broadband solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to
convert every household in Missouri and the country to a digital "have."
[Map of the state of Missouri filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31,
2002; "REPORT ON CABLE INDUSTRY
PRICES," FEDERAL COMMUNICATIONS
COMMISSION, FEB. 14, 2001, P. 9,
AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers-- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Missouri and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT OF
THE STATUS OF COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING," JAN. 14, 2002,
PP. 11, 87; ECHOSTAR AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN MONTANA
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 9 MARKETS IN
MONTANA.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Montana, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Montana to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
MONTANA
o Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Montana.
o About .2 million of the .3 million TV households in Montana subscribe to a
cable service, which equates to about 53% of all Montana households.
[Map of the state of Montana with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
o Today only 65 million TV households, those within the 42 television markets
served by DIRECTV and DISH Network, have a fully competitive multi-channel
alternative to cable -- with local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared
to cable, with one notable exception: consumers were not able to receive
their local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in those markets in which DIRECTV and DISH
Network began delivering local channels.
[Map of the United States with portions in color and with
the phrase "65 Million Households" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002;
NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
MONTANA
o As shown by this map, Montana TV households do not have a true competitive
alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network, alone, have sufficient spectrum to
provide any local channels to any of the 9 local markets in Montana.
[Map of the state of Montana and certain surrounding states with portions
in color and the phrase "9 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
MONTANA
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY television
market across the country, including all 9 markets in Montana.
[Map of the state of Montana and certain surrounding states with portions in
color and the phrase "All 9 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the
need for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
MONTANA
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all .3 million TV households in Montana.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Montana and certain surrounding states with portions in
color and the phrase "Local Channels, All .3 Million Households" written
across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
MONTANA
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly- priced, bundled video and high-speed data services.
[Map of the state of Montana with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
MONTANA
o The merger will bridge the digital divide in Montana by providing consumers
in every community with a competitively priced high- speed "broadband
solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to
convert every household in Montana and the country to a digital "have."
[Map of the state of Montana filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT,
"ANNUAL ASSESSMENT OF THE STATUS
OF COMPETITION IN THE MARKET FOR
THE DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR
AND DIRECTV, JAN. 31, 2002; "REPORT
ON CABLE INDUSTRY PRICES," FEDERAL
COMMUNICATIONS COMMISSION, FEB. 14,
2001, P. 9, AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Montana and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
OF THE STATUS OF COMPETITION IN THE MARKET
FOR THE DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN NEBRASKA
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 9 MARKETS IN
NEBRASKA.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Nebraska, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Nebraska to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
NEBRASKA
o Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Nebraska.
o About .5 million of the .6 million TV households in Nebraska subscribe to a
cable service, which equates to about 70% of all Nebraska households.
[Map of the state of Nebraska with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
NEBRASKA
o In Nebraska, only those DBS TV households within the Denver television
market have a fully competitive multi-channel alternative to cable -- WITH
local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared to
cable, with one notable exception: consumers were not able to receive their
local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the one market in Nebraska in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of Nebraska and certain surrounding states with portions in
color and with the phrase "145,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31,
2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
NEBRASKA
o As shown by this map, Nebraska TV households outside the Denver television
market do not have a true competitive alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to provide
all local channels as well as the national pay cable networks to viewers in
every one of the 9 local channel markets in Nebraska.
[Map of the state of Nebraska and certain surrounding states with portions
in color and the phrase "8 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31,
2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
NEBRASKA
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive cable
alternative -- DBS service with local channels -- in EVERY television market
across the country, including all 9 markets in Nebraska.
[Map of the state of Nebraska and certain surrounding states with portions in
color and the phrase "All 9 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative
Channels Today" written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
NEBRASKA
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all .6 million TV households in Nebraska.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Nebraska and certain surrounding states with
portions in color and the phrase "Local Channels,
All .6 Million Households" written across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in
New York City.
[Map of the United States with the phrase
"One Nation, One Rate Card" written across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
NEBRASKA
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to
DSL or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be interested
in fairly-priced, bundled video and high-speed data services.
[Map of the state of Nebraska with portions in color]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
NEBRASKA
o The merger will bridge the digital divide in Nebraska by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to
convert every household in Nebraska and the country to a digital "have."
[Map of the state of Nebraska filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirectTV
satellite dish on the side of a house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31,
2002; "REPORT ON CABLE INDUSTRY
PRICES," FEDERAL COMMUNICATIONS
COMMISSION, FEB. 14, 2001, P. 9,
AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210 television
markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is rural
or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available for
years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Nebraska and all Americans.
[Map of the United States with the phrase
"107 Million Households" written across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
OF THE STATUS OF COMPETITION IN THE MARKET
FOR THE DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
* * * *
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN NEW HAMPSHIRE
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 3 MARKETS IN
NEW HAMPSHIRE.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in New Hampshire, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in New Hampshire to receive their full complement of local
channels and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
NEW HAMPSHIRE
o Despite the rapid growth of DBS since 1994, cable television clearly remains
the dominant provider of multi-channel pay TV services across New Hampshire.
o About .4 million of the .5 million TV households in New Hampshire subscribe
to a cable service, which equates to about 81% of all New Hampshire
households.
[Map of the State of New Hampshire with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
NEW HAMPSHIRE
o In New Hampshire, only those DBS TV households within the Boston television
market have a fully competitive multi-channel alternative to cable -- WITH
local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared to
cable, with one notable exception: consumers were not able to receive their
local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the one market in New Hampshire in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of New Hampshire and certain surrounding states with portions
in color and with the phrase "81,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; SKYRESEARCH,
FEB. 2002; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
NEW HAMPSHIRE
o As shown by this map, New Hampshire TV households outside the Boston
television market do not have a true competitive alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to provide
all local channels as well as the national pay cable networks to viewers in
every one of the 3 local channel markets in New Hampshire.
[Map of the state of New Hampshire and certain surrounding states with portions
in color and the phrase "2 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; SKYRESEARCH,
FEB. 2002; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
NEW HAMPSHIRE
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive cable
alternative -- DBS service with local channels -- in EVERY television market
across the country, including all 3 markets in New Hampshire.
[Map of the state of New Hampshire and certain surrounding states with portions
in color and the phrase "All 3 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of Satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the Phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
NEW HAMPSHIRE
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all .5 million TV households in New Hampshire.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of New Hampshire and surrounding states with portions in
color and the phrase "Local Channels, All .5 Million Households" written across
it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
NEW HAMPSHIRE
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be interested
in fairly-priced, bundled video and high-speed data services.
[Map of the state of New Hampshire with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT,"
JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
NEW HAMPSHIRE
o The merger will bridge the digital divide in New Hampshire by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to convert
every household in New Hampshire and the country to a digital "have."
[Map of the state of New Hampshire filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT,"
JAN. 2002
ONE NATION, ONE DISH
-------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes is
not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirectTV satellite dish on the side of
a house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades to
digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT,
"ANNUAL ASSESSMENT OF THE STATUS
OF COMPETITION IN THE MARKET FOR
THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP.
11, 87; ECHOSTAR AND DIRECTV,
JAN. 31, 2002; "REPORT ON CABLE
INDUSTRY PRICES," FEDERAL
COMMUNICATIONS COMMISSION, FEB.
14, 2001, P. 9, AND DEC. 15,
1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of New Hampshire and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF COMPETITION
IN THE MARKET FOR THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP. 11,
87; ECHOSTAR AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
--------------------------------------------------------------------------------
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN NEW JERSEY
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 2 MARKETS IN
NEW JERSEY.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in New Jersey, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in New Jersey to receive their full complement of local channels
and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
NEW JERSEY
o Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across New
Jersey.
o About 2.4 million of the 3 million TV households in New Jersey subscribe
to a cable service, which equates to about 82% of all New Jersey
households.
[Map of the state of New Jersey with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
NEW JERSEY
o Unlike most states in the U.S., New Jersey has a competitive multi-channel
alternative to cable -- WITH local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared
to cable, with one notable exception: consumers were not able to receive
their local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in New Jersey where DIRECTV and DISH Network
began delivering local channels.
[Map of the state of New Jersey and certain surrounding states with portions in
color and with the phrase "398,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR
AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
o But New Jersey is one of the few lucky states. 42 million TV households are
not served with local channels by DBS. Residents in these markets do not
have a true competitive alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks to
viewers in every one of the country's 210 local channel markets.
[Map of the United States with portions in color and the phrase "42 Million TV
Households Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002; NIELSEN
MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
o DIRECTV and DISH Network engineering teams have developed a system that is
technologically feasible and economically viable for the merged company to
deliver full local broadcast service, in all 210 television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY television
market in the country, including Alaska and Hawaii.
[Map of the United States filled entirely with color and the phrase "107
Million Households" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
NEW JERSEY
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 3 million TV households in New Jersey.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of New Jersey and certain surrounding states with
portions in color and the phrase "Local Channels, All 3 Million Households"
written across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
NEW JERSEY
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data services.
[Map of the state of New Jersey with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
NEW JERSEY
o The merger will bridge the digital divide in New Jersey by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to
convert every household in New Jersey and the country to a digital "have."
[Map of the state of New Jersey filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirectTV satellite dish on the side of
a house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR
AND DIRECTV, JAN. 31, 2002; "REPORT
ON CABLE INDUSTRY PRICES," FEDERAL
COMMUNICATIONS COMMISSION, FEB. 14,
2001, P. 9, AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of New Jersey and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR
AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
* * * *
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN NEW MEXICO
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 4 MARKETS IN
NEW MEXICO.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in New Mexico, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in New Mexico to receive their full complement of local channels
and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
NEW MEXICO
o Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across New
Mexico.
o About .4 million of the .6 million TV households in New Mexico subscribe to
a cable service, which equates to about 58% of all New Mexico households.
[Map of the state of New Mexico with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
NEW MEXICO
o In New Mexico, only those DBS TV households within the Albuquerque-Santa Fe
television market have a fully competitive multi-channel alternative to
cable -- WITH local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared
to cable, with one notable exception: consumers were not able to receive
their local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the one market in New Mexico in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of New Mexico and certain surrounding states with portions in
color and with the phrase "168,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; SKYRESEARCH,
FEB. 2002; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
NEW MEXICO
o As shown by this map, New Mexico TV households outside the
Albuquerque-Santa Fe television market do not have a true competitive
alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks to
viewers in every one of the 4 local channel markets in New Mexico.
[Map of the state of New Mexico and certain surrounding states with portions in
color and with the phrase "3 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; SKYRESEARCH,
FEB. 2002; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
NEW MEXICO
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY television
market across the country, including all 4 markets in New Mexico.
[Map of the state of New Mexico and certain surrounding states with portions in
color and the phrase "All 4 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; ECHOSTAR, HUGHES,
FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United State with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
NEW MEXICO
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing deliver of
local channels to all .6 million TV households in New Mexico.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of New Mexico and surrounding states with portions in color
and the phrase "Local Channels, All .6 Million Households" written across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; ECHOSTAR, HUGHES,
FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
NEW MEXICO
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data services.
[Map of the state of New Mexico with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT,"
JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
NEW MEXICO
o The merger will bridge the digital divide in New Mexico by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to
convert every household in New Mexico and the country to a digital "have."
[Map of the state of New Mexico filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT,"
JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of
a house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR
AND DIRECTV, JAN. 31, 2002; "REPORT
ON CABLE INDUSTRY PRICES," FEDERAL
COMMUNICATIONS COMMISSION, FEB. 14,
2001, P. 9, AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of New Mexico and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
OF THE STATUS OF COMPETITION IN THE MARKET
FOR THE DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN NEW YORK
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 10 MARKETS IN
NEW YORK.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in New York, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in New York to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
NEW YORK
o Despite the rapid growth of DBS since 1994, cable television clearly remains
the dominant provider of multi-channel pay TV services across New York.
o About 4.8 million of the 6.6 million TV households in New York subscribe to
a cable service, which equates to about 72% of all New York households.
[Map of the state of New York with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
NEW YORK
o In New York, only those DBS TV households within the New York television
market have a fully competitive multi-channel alternative to cable -- WITH
local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared to
cable, with one notable exception: consumers were not able to receive their
local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the one market in New York in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of New York and certain surrounding states with portions in
color and with the phrase "999,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
NEW YORK
o As shown by this map, New York TV households outside the New York City
television market do not have a true competitive alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to provide
all local channels as well as the national pay cable networks to viewers in
every one of the 10 local channel markets in New York.
[Map of the state of New York and certain surrounding states with portions
in color and the phrase "9 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
NEW YORK
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive cable
alternative -- DBS service with local channels -- in EVERY television market
across the country, including all 10 markets in New York.
[Map of the state of New York and certain surrounding states with portions
in color and the phrase "All 10 Markets Unserved" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
NEW YORK
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 6.6 million TV households in New York.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of New York and certain surrounding states
with portions in color and the phrase "Local Channels,
All 6.6 Million Households" written across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation,
One Rate Card" written across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
NEW YORK
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be interested
in fairly-priced, bundled video and high-speed data services.
[Map of the state of New York and certain surrounding states
with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
NEW YORK
o The merger will bridge the digital divide in New York by providing consumers
in every community with a competitively priced high-speed "broadband
solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to convert
every household in New York and the country to a digital "have."
[Map of the state of New York filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes is
not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish
on the side of a house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades to
digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31,
2002; "REPORT ON CABLE INDUSTRY
PRICES," FEDERAL COMMUNICATIONS
COMMISSION, FEB. 14, 2001, P. 9,
AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available for
years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of New York and all
Americans.
[Map of the United States with the phrase "107 Million Households"
written across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING," JAN.
14, 2002, PP. 11, 87; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
* * * *
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN NORTH CAROLINA
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 11 MARKETS IN
NORTH CAROLINA.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in North Carolina, and will have the
subscriber base and financial means to move current Ku-band satellite broadband
offerings from their status as expensive "niche" services to a more competitive
price point for consumers, and then ensure that next-generation Ka-band
satellite broadband service becomes a reality for consumers everywhere in the
United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in North Carolina to receive their full complement of local
channels and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
NORTH CAROLINA
o Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across North
Carolina.
o About 1.9 million of the 3 million TV households in North Carolina
subscribe to a cable service, which equates to about 65% of all North
Carolina households.
[Map of the state of North Carolina with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
NORTH CAROLINA
o In North Carolina, only those DBS TV households within the Atlanta,
Charlotte, Greensboro et al, Greenville et al and Raleigh-Durham television
markets have a fully competitive multi-channel alternative to cable -- WITH
local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared
to cable, with one notable exception: consumers were not able to receive
their local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the five markets in North Carolina in
which DIRECTV and DISH Network began delivering local channels.
[Map of the state of North Carolina and certain surrounding states with portions
in color and with the phrase "872,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR
AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
NORTH CAROLINA
o As shown by this map, North Carolina TV households outside the Atlanta,
Charlotte, Greensboro et al, Greenville et al and Raleigh-Durham television
markets do not have a true competitive alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks to
viewers in every one of the 11 local channel markets in North Carolina.
[Map of the state of North Carolina and certain surrounding states with portions
in color and the phrase "6 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
NORTH CAROLINA
o DIRECTV and DISH Network engineering teams have developed a system that
is TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company
to deliver full local broadcast service, in all 210 U.S. television
markets, including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY television
market across the country, including all 11 markets in North Carolina.
[Map of the state of North Carolina and certain surrounding states with portions
in color and the phrase "All 11 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
NORTH CAROLINA
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 3 million TV households in North Carolina.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of North Carolina and certain surrounding states with portions
in color and the phrase "Local Channels, All 3 Million Households"
written across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation,
One Rate Card" written across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
NORTH CAROLINA
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data services.
[Map of the state of North Carolina with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
NORTH CAROLINA
o The merger will bridge the digital divide in North Carolina by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to
convert every household in North Carolina and the country to a digital
"have."
[Map of the state of North Carolina filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish
on the side of a house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31,
2002; "REPORT ON CABLE INDUSTRY
PRICES," FEDERAL COMMUNICATIONS
COMMISSION, FEB. 14, 2001, P.9,
AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of North Carolina and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
OF THE STATUS OF COMPETITION IN THE MARKET
FOR THE DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN NORTH DAKOTA
[ECHOSTAR LOGO] [HUGHES LOGO]
-------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 2 MARKETS IN
NORTH DAKOTA.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in North Dakota, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in North Dakota to receive their full complement of local channels
and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
NORTH DAKOTA
o Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across North
Dakota.
o About .15 million of the .25 million TV households in North Dakota
subscribe to a cable service, which equates to about 65% of all North
Dakota households.
[Map of the state of North Dakota with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
o Today only 65 million TV households, those within the 42 television markets
served by DIRECTV and DISH Network, have a fully competitive multi-channel
alternative to cable -- with local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared
to cable, with one notable exception: consumers were not able to receive
their local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in those markets in which DIRECTV and DISH
Network began delivering local channels.
[Map of the United States with portions in color.]
65 MILLION HOUSEHOLDS
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002; NIELSEN
MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
NORTH DAKOTA
o As shown by this map, North Dakota TV households do not have a true
competitive alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network, alone, have sufficient spectrum to
provide any local channels to any of the 2 local channel markets in North
Dakota.
[MAP of the state of North Dakota and certain surrounding areas with portions
in color and the phrase "2 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; SKYRESEARCH,
FEB. 2002; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
NORTH DAKOTA
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY television
market across the country, including all 2 markets in North Dakota.
[Map of the state of North Dakota and certain surrounding areas with portions in
color and the phrase "All 2 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; ECHOSTAR,
HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees.] [110 degrees.] [101 degrees.]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
NORTH DAKOTA
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all .25 million TV households in North Dakota.
[119 degrees.] [110 degrees.] [101 degrees.]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of North Dakota and certain surrounding areas with portions in
color and the phrase "Local Channels, All .25 Million Households" written
across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; ECHOSTAR,
HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
NORTH DAKOTA
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data services.
[Map of the state of North Dakota with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT,"
JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
NORTH DAKOTA
o The merger will bridge the digital divide in North Dakota by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to
convert every household in North Dakota and the country to a digital
"have."
[Map of the state of North Dakota filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT,"
JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT,
"ANNUAL ASSESSMENT OF THE
STATUS OF COMPETITION IN THE
MARKET FOR THE DELIVERY OF
VIDEO PROGRAMMING," JAN. 14,
2002, PP. 11, 87; ECHOSTAR
AND DIRECTV, JAN. 31, 2002;
"REPORT ON CABLE INDUSTRY
PRICES," FEDERAL
COMMUNICATIONS COMMISSION,
FEB. 14, 2001, P. 9, AND
DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of North Dakota and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR
AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
--------------------------------------------------------------------------------
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN OHIO
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
February 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 12 MARKETS IN
OHIO.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Ohio, and will have the subscriber base and
financial means to move current Ku-band satellite broadband offerings from their
status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Ohio to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
OHIO
o Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across Ohio.
o About 3 million of the 4.3 million TV households in Ohio subscribe to a
cable service, which equates to about 70% of all Ohio households.
[Map of the state of Ohio with portions in color]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
OHIO
o In Ohio, only those DBS TV households within the Cincinnati, Cleveland and
Columbus television markets have a fully competitive multi-channel
alternative to cable -- WITH local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared
to cable, with one notable exception: consumers were not able to receive
their local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the three markets in Ohio in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of Ohio and certain surrounding states with portions in color
and with the phrase "786,000 DBS Subscribers" written across it]
LEGEND
[Colored box.] Households With Access to DBS With Local Channel
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR
AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
OHIO
o As shown by this map, Ohio TV households outside the Cincinnati, Cleveland
and Columbus television markets do not have a true competitive alternative
to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks to
viewers in every one of the 12 local channel markets in Ohio.
[Map of the state of Ohio and certain surrounding states with portions in color
and the phrase "9 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; SKYRESEARCH,
FEB. 2002; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
OHIO
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY television
market across the country, including all 12 markets in Ohio.
[Map of the state of Ohio and certain surrounding states with portions in color
and the phrase "All 12 Markets Served" written across it]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; ECHOSTAR, HUGHES,
FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
OHIO
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 4.3 million TV households in Ohio.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Ohio and certain surrounding states with portions in color
and the phrase "Local Channels, All 4.3 Million Households" written across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; ECHOSTAR, HUGHES,
FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
OHIO
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data services.
[Map of the state of Ohio with portions in color]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT,"
JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
OHIO
o The merger will bridge the digital divide in Ohio by providing consumers in
every community with a competitively priced high-speed "broadband solution"
available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to
convert every household in Ohio and the country to a digital "have."
[Map of the state of Ohio filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT,"
JAN. 2002
ONE NATION, ONE DISH
o Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of
a house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT,
"ANNUAL ASSESSMENT OF THE
STATUS OF COMPETITION IN THE
MARKET FOR THE DELIVERY OF
VIDEO PROGRAMMING," JAN. 14,
2002, PP. 11, 87; ECHOSTAR AND
DIRECTV, JAN. 31, 2002; "REPORT
ON CABLE INDUSTRY PRICES,"
FEDERAL COMMUNICATIONS
COMMISSION, FEB. 14, 2001,
P. 9, AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Ohio and all Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
OF THE STATUS OF COMPETITION IN THE MARKET
FOR THE DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN OREGON
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 7 MARKETS IN
OREGON.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Oregon, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Oregon to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
OREGON
o Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Oregon.
o About .8 million of the 1.3 million TV households in Oregon subscribe to a
cable service, which equates to about 63% of all Oregon households.
[Map of the state of Oregon with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
OREGON
o In Oregon, only those DBS TV households within the Portland television
market have a fully competitive multi-channel alternative to cable -- WITH
local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared
to cable, with one notable exception: consumers were not able to receive
their local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the one market in Oregon in which DIRECTV
and DISH Network began delivering local channels.
[Map of the state of Oregon and certain surrounding states with portions in
color and with the phrase "286,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; SKYRESEARCH, FEB. 2002; ECHOSTAR
AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
OREGON
o As shown by this map, Oregon TV households outside the Portland television
market do not have a true competitive alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks to
viewers in every one of the 7 local channel markets in Oregon.
[Map of the state of Oregon and certain surrounding states with portions
in color and the phrase "6 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; SKYRESEARCH, FEB. 2002; ECHOSTAR
AND DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
OREGON
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY television
market across the country, including all 7 markets in Oregon.
[Map of the state of Oregon and certain surrounding states with portions
in color and the phrase "All 7 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
OREGON
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 1.3 million TV households in Oregon.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Oregon and certain surrounding states with
portions in color and the phrase "Local Channels,
All 1.3 Million Households" written across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase
"One Nation, One Rate Card" written across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
OREGON
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data services.
[Map of the state of Oregon with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
OREGON
o The merger will bridge the digital divide in Oregon by providing consumers
in every community with a competitively priced high-speed "broadband
solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to
convert every household in Oregon and the country to a digital "have."
[Map of the state of Oregon filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV
satellite dish on the side of a house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT,
"ANNUAL ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING," JAN.
14, 2002, PP. 11, 87; ECHOSTAR AND
DIRECTV, JAN. 31, 2002; "REPORT ON
CABLE INDUSTRY PRICES," FEDERAL
COMMUNICATIONS COMMISSION, FEB. 14,
2001, P. 9, AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Oregon and all
Americans.
[Map of the United States with the phrase
"107 Million Households" written across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF COMPETITION
IN THE MARKET FOR THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
* * * *
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN PENNSYLVANIA
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 11 MARKETS IN
PENNSYLVANIA.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Pennsylvania, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Pennsylvania to receive their full complement of local channels
and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
PENNSYLVANIA
o Despite the rapid growth of DBS since 1994, cable television clearly remains
the dominant provider of multi-channel pay TV services across Pennsylvania.
o About 3.5 million of the 4.6 million TV households in Pennsylvania subscribe
to a cable service, which equates to about 78% of all Pennsylvania
households.
[Map of the state of Pennsylvania with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
PENNSYLVANIA
o In Pennsylvania, only those DBS TV households within the New York,
Philadelphia, Pittsburgh and Washington, D.C. television markets have a fully
competitive multi-channel alternative to cable -- WITH local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared to
cable, with one notable exception: consumers were not able to receive their
local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer local
channels. Only at this point did DBS become a viable competitive alternative
to cable, at least in the four markets in Pennsylvania in which DIRECTV and
DISH Network began delivering local channels.
[Map of the state of Pennsylvania and certain surrounding states with portions
in color and with the phrase "608,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR
AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
PENNSYLVANIA
o As shown by this map, Pennsylvania TV households outside the New York,
Philadelphia, Pittsburgh and Washington, D.C. television markets do not have
a true competitive alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to provide
all local channels as well as the national pay cable networks to viewers in
every one of the 11 local channel markets in Pennsylvania.
[Map of the state of Pennsylvania and certain surrounding states with portions
in color and the phrase "7 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
PENNSYLVANIA
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive cable
alternative -- DBS service with local channels -- in EVERY television market
across the country, including all 11 markets in Pennsylvania.
[Map of the state of Pennsylvania and certain surrounding states with portions
in color and the phrase "All 11 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
PENNSYLVANIA
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 4.6 million TV households in Pennsylvania.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Pennsylvania and certain surrounding states with portions
in color and the phrase "Local Channels, All 4.6 Million Households"
written across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the same
price for a basic 125-channel programming package as a customer in New York
City.
[Map of the United States with the phrase "One Nation, One Rate Card"
written across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
PENNSYLVANIA
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the so-called
"digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be interested
in fairly-priced, bundled video and high-speed data services.
[Map of the state of Pennsylvania with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
PENNSYLVANIA
o The merger will bridge the digital divide in Pennsylvania by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base will
enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to convert
every household in Pennsylvania and the country to a digital "have."
[Map of the state of Pennsylvania filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes is
not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in all
states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish
on the side of a house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades to
digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING," JAN.
14, 2002, PP. 11, 87; ECHOSTAR AND
DIRECTV, JAN. 31, 2002; "REPORT ON
CABLE INDUSTRY PRICES," FEDERAL
COMMUNICATIONS COMMISSION, FEB. 14,
2001, P. 9, AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is rural
or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available for
years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Pennsylvania and all
Americans.
[Map of the United States with the phrase "107 Million Households"
written across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
OF THE STATUS OF COMPETITION IN THE MARKET
FOR THE DELIVERY OF VIDEO PROGRAMMING," JAN.
14, 2002, PP. 11, 87; ECHOSTAR AND DIRECTV,
JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN SOUTH CAROLINA
[ECHOSTAR LOGO] [HUGHES LOGO]
-------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
-------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today
each transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will
benefit from the massive increase in Direct Broadcast Satellite (DBS) satellite
capacity that will result from the elimination of this DUPLICATIVE PROGRAMMING.
Indeed, as a direct result of the completion of this merger, consumers across
the continental United States, Alaska and Hawaii will have access to local
broadcast channels with digital-quality television picture and CD-quality sound
IN EVERY ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 7
MARKETS IN SOUTH CAROLINA.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
-------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
-------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in South Carolina, and will have the
subscriber base and financial means to move current Ku-band satellite broadband
offerings from their status as expensive "niche" services to a more competitive
price point for consumers, and then ensure that next-generation Ka-band
satellite broadband service becomes a reality for consumers everywhere in the
United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in South Carolina to receive their full complement of local
channels and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.
# # #
-------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
-------------------------------------------------------------------------------
SOUTH CAROLINA
o Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
South Carolina.
o About .9 million of the 1.5 million TV households in South Carolina
subscribe to a cable service, which equates to about 63% of all South
Carolina households.
[Map of the state of South Carolina with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
-------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
-------------------------------------------------------------------------------
SOUTH CAROLINA
o In South Carolina, only those DBS TV households within the Charlotte and
Greenville et al television markets have a fully competitive multi-channel
alternative to cable -- with local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared
to cable, with one notable exception: consumers were not able to receive
their local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the two markets in South Carolina in
which DIRECTV and DISH Network began delivering local channels.
[Map of the state of South Carolina and certain surrounding states with
portions in color and with the phrase"389,000 DBS Subscribers" written across
it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
-------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR
AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
-------------------------------------------------------------------------------
SOUTH CAROLINA
o As shown by this map, South Carolina TV households outside the Charlotte
and Greenville et al television markets do not have a true competitive
alternative to cable.
o Customers who live in markets in which DBS does not provide local
channels are forced to either pay additional subscription fees for a basic
cable service to receive their local channels, or install an off-air
roof-top antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks to
viewers in every one of the 7 local channel markets in South Carolina.
[Map of the state of South Carolina and certain surrounding states with
portions in color and the phrase"5 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
-------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR
AND DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
-------------------------------------------------------------------------------
SOUTH CAROLINA
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY television
market across the country, including all 7 markets in South Carolina.
[Map of the state of South Carolina and certain surrounding states with
portions in color and the phrase "All 7 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
-------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
-------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the
need for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
-------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
-------------------------------------------------------------------------------
SOUTH CAROLINA
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 1.5 million TV households in South Carolina.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of South Carolina and certain surrounding states with
portions in color and the phrase "Local Channels, All 1.5 Million Households"
written across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
-------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIDA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
-------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
-------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
-------------------------------------------------------------------------------
SOUTH CAROLINA
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to
DSL or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data services.
[Map of the state of South Carolina with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
-------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
-------------------------------------------------------------------------------
SOUTH CAROLINA
o The merger will bridge the digital divide in South Carolina by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to
convert every household in South Carolina and the country to a digital
"have."
[Map of the state of South Carolina filled entirely with color.]
-------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
-------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side
of a house.]
-------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
-------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its
continual price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
-------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR
AND DIRECTV, JAN. 31, 2002; "REPORT
ON CABLE INDUSTRY PRICES," FEDERAL
COMMUNICATIONS COMMISSION, FEB. 14,
2001, P. 9, AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
-------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear
and definitive benefits it will bring the residents of South Carolina and
all Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
-------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR
AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
-------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
-------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN SOUTH DAKOTA
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 4 MARKETS IN
SOUTH DAKOTA.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered
by the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately
upon regulatory approval of the merger, and the rollout can be completed as
soon as 24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to
all of America, including the most rural areas of the country. The "digital
divide" in the United States is real: some 40 million households in the
United States do not have access to high-speed Internet and data services,
in large part due to the high cost of wiring homes for these services in
less densely populated areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform
that will liberate these digital "have nots" by serving every household in
the nation, including every household in South Dakota, and will have the
subscriber base and financial means to move current Ku-band satellite
broadband offerings from their status as expensive "niche" services to a
more competitive price point for consumers, and then ensure that
next-generation Ka-band satellite broadband service becomes a reality for
consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous
competition to incumbent cable operators, and will not have anticompetitive
effects in any market. As this booklet illustrates, the benefits from this
merger will allow all consumers in South Dakota to receive their full
complement of local channels and national entertainment networks, as well as
provide a new source of meaningful satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
SOUTH DAKOTA
o Despite the rapid growth of DBS since 1994, cable television clearly remains
the dominant provider of multi-channel pay TV services across South Dakota.
o About .2 million of the .3 million TV households in South Dakota subscribe
to a cable service, which equates to about 65% of all South Dakota
households.
[Map of the state of South Dakota with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
-------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
o Today only 65 million TV households, those within the 42 television markets
served by DIRECTV and DISH Network, have a fully competitive multi-channel
alternative to cable -- with local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared to
cable, with one notable exception: consumers were not able to receive their
local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in those markets in which DIRECTV and DISH
Network began delivering local channels.
[Map of the United States with portions in color and with the phrase
"65 Million Households" written above it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
-------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002;
NIELSEN MEDIA RESEARCH,
SEPT. 2001; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
SOUTH DAKOTA
o As shown by this map, South Dakota TV households do not have a true
competitive alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network, alone, have sufficient spectrum to provide
any local channels to any of the 4 local markets in South Dakota.
[Map of the state of South Dakota and certain surrounding states with portions
in color and the phrase "4 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
-------------------------------------------------------------------------------
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive cable
alternative -- DBS service with local channels -- in EVERY television market
across the country, including all 4 markets in South Dakota.
[Map of the state of South Dakota and certain surrounding states with portions
in color and the phrase "All 4 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
-------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; ECHOSTAR, HUGHES,
FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
-------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees.] [110 degrees.] [101 degrees.]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
-------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
-------------------------------------------------------------------------------
SOUTH DAKOTA
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all .3 million TV households in South Dakota.
[119 degrees.] [110 degrees.] [101 degrees.]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of South Dakota and certain surrounding states
with portions in color and the phrase "Local Channels,
All .3 Million Households" written across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; ECHOSTAR, HUGHES,
FEB. 2002
NATIONAL PRICING
-------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card"
written across it.]
-------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
SOUTH DAKOTA
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be interested
in fairly-priced, bundled video and high-speed data services.
[Map of the state of South Dakota with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
-------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT,"
JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
-------------------------------------------------------------------------------
SOUTH DAKOTA
o The merger will bridge the digital divide in South Dakota by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to convert
every household in South Dakota and the country to a digital "have."
[Map of the state of South Dakota filled entirely with color.]
-------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT,"
JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes is
not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services and high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO
CHARGE -- including free service call and installation -- to receive their
new local channels.
[Photo of a man on a ladder installing a DirecTV satellite dish
on the side of a house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
-------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades to
digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31,
2002; "REPORT ON CABLE INDUSTRY
PRICES," FEDERAL COMMUNICATIONS
COMMISSION, FEB. 14, 2001, P. 9,
AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
-------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available for
years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of South Dakota and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
OF THE STATUS OF COMPETITION IN THE MARKET
FOR THE DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
-------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
-------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN TENNESSEE
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
-------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today
each transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will
benefit from the massive increase in Direct Broadcast Satellite (DBS) satellite
capacity that will result from the elimination of this DUPLICATIVE PROGRAMMING.
Indeed, as a direct result of the completion of this merger, consumers across
the continental United States, Alaska and Hawaii will have access to local
broadcast channels with digital-quality television picture and CD-quality sound
IN EVERY ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 8
MARKETS IN TENNESSEE.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
-------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Tennessee, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Tennessee to receive their full complement of local channels
and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.
# # #
-------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
-------------------------------------------------------------------------------
TENNESSEE
o Despite the rapid growth of DBS since 1994, cable television clearly remains
the dominant provider of multi-channel pay TV services across Tennessee.
o About 1.4 million of the 2.1 million TV households in Tennessee subscribe to
a cable service, which equates to about 66% of all Tennessee households.
[Map of the state of Tennessee with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
TENNESSEE
o In Tennessee, only those DBS TV households within the Memphis and Nashville
television markets have a fully competitive multi-channel alternative to
cable -- WITH local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV((R)) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared to
cable, with one notable exception: consumers were not able to receive their
local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the two markets in Tennessee in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of Tennessee and certain surrounding states with portions in
color and with the phrase "559,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
-------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR
AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
-------------------------------------------------------------------------------
TENNESSEE
o As shown by this map, Tennessee TV households outside the Memphis and
Nashville television markets do not have a true competitive alternative to
cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to provide
all local channels as well as the national pay cable networks to viewers in
every one of the 8 local channel markets in Tennessee.
[Map of the state of Tennessee and certain surrounding states with portions
in color and the phrase "6 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR
AND DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
-------------------------------------------------------------------------------
TENNESSEE
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive cable
alternative -- DBS service with local channels -- in EVERY television market
across the country, including all 8 markets in Tennessee.
[Map of the state of Tennessee and certain surrounding states with portions in
color and the phrase "All 8 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
-------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative
Channels Today" written across it.]
-------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
TENNESSEE
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 2.1 million TV households in Tennessee.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Tennessee and certain surrounding states with portions
in color and the phrase "Local Channels, All 2.1 Million Households"
written across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
-------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase
"One Nation, One Rate Card" written across it.]
-------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
TENNESSEE
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be interested
in fairly- priced, bundled video and high-speed data services.
[Map of the state of Tennessee with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
TENNESSEE
o The merger will bridge the digital divide in Tennessee by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to convert
every household in Tennessee and the country to a digital "have."
[Map of the state of Tennessee filled entirely with color.]
--------------------------------------------------------------------------------
12 The EchoStar/HUGHES Merger Source: The Buxton Company, "Broadband
Deployment," Jan. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes is
not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a
DirecTV satellite dish on the side of a house.]
-------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
-------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades to
digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
-------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002;
"REPORT ON CABLE INDUSTRY PRICES,"
FEDERAL COMMUNICATIONS COMMISSION,
FEB. 14, 2001, P. 9, AND
DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
-------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available for
years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Tennessee and all
Americans.
[Map of the United States with the phrase
"107 Million Households" written across it.]
-------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF COMPETITION
IN THE MARKET FOR THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002;
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
-------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN TEXAS
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 20 MARKETS IN
TEXAS.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Texas, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Texas to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
TEXAS
o Despite the rapid growth of DBS since 1994, cable television clearly remains
the dominant provider of multi-channel pay TV services across Texas.
o About 4.2 million of the 7.3 million TV households in Texas subscribe to a
cable service, which equates to about 58% of all Texas households.
[Map of the state of Texas with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
TEXAS
o In Texas, only those DBS TV households within the Austin, Dallas-Ft. Worth,
Houston and San Antonio television markets have a fully competitive
multi-channel alternative to cable -- WITH local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared to
cable, with one notable exception: consumers were not able to receive their
local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the four markets in Texas in which DIRECTV
and DISH Network began delivering local channels.
[Map of the state of Texas and certain surrounding states with portions in
color and with the phrase "1,994,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; SKYRESEARCH,
FEB. 2002; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
TEXAS
o As shown by this map, Texas TV households outside the Austin, Dallas-Ft.
Worth, Houston and San Antonio television markets do not have a true
competitive alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to provide
all local channels as well as the national pay cable networks to viewers in
every one of the 20 local channel markets in Texas.
[Map of the state of Texas and certain surrounding states with portions
in color and the phrase "16 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; SKYRESEARCH,
FEB. 2002; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
TEXAS
o DIRECTV and DISHNetwork engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive cable
alternative -- DBS service with local channels -- in EVERY television market
across the country, including all 20 markets in Texas.
[Map of the state of Texas and certain surrounding states with portions in
color and the phrase "All 20 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; ECHOSTAR, HUGHES, FEB.
2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees.] [110 degrees.] [101 degrees.]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
TEXAS
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 7.3 million TV households in Texas.
[119 degrees.] [110 degrees.] [101 degrees.]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Texas and certain surrounding states with portions in color
and the phrase "Local Channels, All 7.3 Million Households" written across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; ECHOSTAR, HUGHES, FEB.
2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
TEXAS
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be interested
in fairly- priced, bundled video and high-speed data services.
[Map of the state of Texas with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
TEXAS
o The merger will bridge the digital divide in Texas by providing consumers in
every community with a competitively priced high-speed "broadband solution"
available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to convert
every household in Texas and the country to a digital "have."
[Map of the state of Texas filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes is
not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades to
digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT,
"ANNUAL ASSESSMENT OF THE
STATUS OF COMPETITION IN THE
MARKET FOR THE DELIVERY OF
VIDEO PROGRAMMING," JAN. 14,
2002, PP. 11, 87; ECHOSTAR AND
DIRECTV, JAN. 31, 2002;
"REPORT ON CABLE INDUSTRY
PRICES," FEDERAL COMMUNICATIONS
COMMISSION, FEB. 14, 2001,
P. 9, AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available for
years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Texas and all Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR
AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
--------------------------------------------------------------------------------
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN UTAH
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and
General Motors believe that consumers will reap tremendous
benefits from the merger of EchoStar and HUGHES. The
companies' two services, DISH Network and DIRECTV(R), today
each transmit a total of MORE THAN 500 IDENTICAL CHANNELS.
Consumers will benefit from the massive increase in Direct
Broadcast Satellite (DBS) satellite capacity that will result
from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers
across the continental United States, Alaska and Hawaii will
have access to local broadcast channels with digital-quality
television picture and CD-quality sound IN EVERY ONE OF THE
210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY THE ONE
MARKET IN UTAH.
Subsequent to the announcement of the merger agreement on
October 28, 2001, a series of pre-merger transition meetings
between DISH Network and DIRECTV engineers have been held to
analyze the technical feasibility of a "Local Channels, All
Americans" plan by which the merged company could offer every
U.S. consumer access to satellite-delivered local television
signals. After an exhaustive examination of each company's
spectrum and satellite assets, the engineers determined that
this plan could become a reality. In a satellite application
filed yesterday with the Federal Communications Commission,
EchoStar and HUGHES detailed a TECHNICALLY AND COMMERCIALLY
FEASIBLE PLAN to build, launch and operate spot-beam
spacecraft that will serve all 210 Designated Market Areas
("DMAs") in the United States, including full compliance with
must carry requirements.
New set-top boxes and satellite dishes will be deployed that
will be capable of receiving satellite signals from multiple
orbital positions. The new receiving equipment will be made
available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their
local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
...CONTINUED
Consumers across the country will pay the same price for
services delivered by the merged DBS service, i.e., ONE
NATION, ONE RATE CARD, regardless of a subscriber's location.
Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be
completed as soon as 24 months thereafter.
The merged company also will establish itself as a source of
meaningful satellite-based broadband competition to cable
modem and DSL offerings, fulfilling the mission to provide
affordable high-speed Internet access to all of America,
including the most rural areas of the country. The "digital
divide" in the United States is real: some 40 million
households in the United States do not have access to
high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less
densely populated areas.
Combined, EchoStar and HUGHES will create a more robust
satellite platform that will liberate these digital "have
nots" by serving every household in the nation, including
every household in Utah, and will have the subscriber base and
financial means to move current Ku-band satellite broadband
offerings from their status as expensive "niche" services to a
more competitive price point for consumers, and then ensure
that next-generation Ka-band satellite broadband service
becomes a reality for consumers everywhere in the United
States.
The combined EchoStar-HUGHES will achieve a new level of
vigorous competition to incumbent cable operators, and will
not have anticompetitive effects in any market. As this
booklet illustrates, the benefits from this merger will allow
all consumers in Utah to receive their full complement of
local channels and national entertainment networks, as well as
provide a new source of meaningful satellite-based broadband
competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
-------------------------------------------------------------------------------
UTAH
o Despite the rapid growth of DBS since 1994, cable television clearly remains
the dominant provider of multi-channel pay TV services across Utah.
o About .4 million of the .7 million TV households in Utah subscribe to a
cable service, which equates to about 52% of all Utah households.
[Map of the state of Utah with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
-------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
-------------------------------------------------------------------------------
UTAH
o Unlike most states in the U.S., Utah has a competitive multi-channel
alternative to cable -- WITH local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared to
cable, with one notable exception: consumers were not able to receive their
local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in Utah where DIRECTV and DISH Network began
delivering local channels.
[Map of the state of Utah and certain surrounding states with portions
in color and with the phrase "212,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
o But Utah is one of the few lucky states. 42 million TV households are not
served with local channels by DBS. Residents in these markets do not have a
true competitive alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to provide
all local channels as well as the national pay cable networks to viewers in
every one of the country's 210 local channel markets.
[Map of the United States with portions in color and the phrase "42 Million
TV Households Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
-------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002; NIELSEN
MEDIA RESEARCH, SEPT. 2001; ECHOSTAR
AND DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
-------------------------------------------------------------------------------
o DIRECTV and DISH Network engineering teams have developed a system that is
technologically feasible and economically viable for the merged company to
deliver full local broadcast service, in all 210 television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive cable
alternative -- DBS service with local channels -- in EVERY television market
in the country, including Alaska and Hawaii.
[Map of the United States with portions in color and the phrase "107 Million
Households" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
-------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR,
HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
-------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees.] [110 degrees.] [101 degrees.]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
-------------------------------------------------------------------------------
UTAH
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all .7 million TV households in Utah.
[119 degrees.] [110 degrees.] [101 degrees.]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Utah and certain surrounding states with portions in
color and the phrase "Local Channels, All .7 Million Households"
written across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
-------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card"
written across it.]
-------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
UTAH
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be interested
in fairly- priced, bundled video and high-speed data services.
[Map of the state of Utah with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
-------------------------------------------------------------------------------
UTAH
o The merger will bridge the digital divide in Utah by providing consumers in
every community with a competitively priced high-speed "broadband solution"
available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to convert
every household in Utah and the country to a digital "have."
[Map of the state of Utah filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes is
not a simple endeavor. However, the DIRECTV and DISHNetwork engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV
satellite dish on the side of a house.]
-------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
-------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades to
digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
-------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR
AND DIRECTV, JAN. 31, 2002; "REPORT
ON CABLE INDUSTRY PRICES," FEDERAL
COMMUNICATIONS COMMISSION, FEB. 14,
2001, P. 9, AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
-------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video and data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available for
years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Utah and all Americans.
[Map of the United States with the phrase "107 Million Households"
written across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF COMPETITION
IN THE MARKET FOR THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 The EchoStar/HUGHES Merger
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN VERMONT
[ECHOSTAR LOGO] [HUGHES LOGO]
-------------------------------------------------------------------------------
February 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 3 MARKETS IN
VERMONT.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
2 THE ECHOSTAR/HUGHES MERGER
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Vermont, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Vermont to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.
# # #
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
VERMONT
- Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Vermont.
- About .1 million of the .2 million TV households in Vermont subscribe to a
cable service, which equates to about 58% of all Vermont households.
[Map of the state of Vermont with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
VERMONT
- In Vermont, only those DBS TV households within the Boston television
market have a fully competitive multi-channel alternative to cable -- WITH
local channels.
- Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
- DBS offered more channels and superior picture and sound quality compared
to cable, with one notable exception: consumers were not able to receive
their local channels via satellite.
- In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the one market in Vermont in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of Vermont and certain surrounding states with portions in
color and with the phrase "96,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31,
2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
VERMONT
- As shown by this map, Vermont TV households outside the Boston television
market do not have a true competitive alternative to cable.
- Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
- Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks to
viewers in every one of the 3 local channel markets in Vermont.
[Map of the state of Vermont and certain surrounding states with portions
in color and the phrase "2 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31,
2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
VERMONT
- DIRECTV and DISH Network engineering teams have developed a system that
is TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged
company to deliver full local broadcast service, in all 210 U.S.
television markets, including full compliance with federal must carry
provisions.
- The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY
television market across the country, including all 3 markets in
Vermont.
[Map of the state of Vermont and certain surrounding states with portions in
color and the phrase "All 3 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; ECHOSTAR, HUGHES,
FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
- The merger will end the inefficient use of spectrum by eliminating the
need for each company to transmit more than 500 channels of duplicative
programming.
- The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
- The merger will combine the companies' subscriber bases, making service
to smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 The EchoStar/Hughes Merger Source: Echostar, Hughes, Feb. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
VERMONT
- Implementation could begin immediately following merger approval, and
the rollout can be completed as soon as 24 months later, allowing
delivery of local channels to all .2 million TV households in Vermont.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Vermont and certain surrounding states with portions in
color and the phrase "Local Channels, All .2 Million Households"
written across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 The EchoStar/HUGHES Merger Source: Nielsen Media Research, Sept. 2001;
EchoStar, HUGHES, Feb. 2002
NATIONAL PRICING
- Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one
nation, and we will offer one rate card.
- For example: a resident of Milwaukee will pay the same fee for his or
her local channel package as a customer in Cedarville, Ohio; a resident
of Burlington, Vermont, will pay the same price for HBO as a customer
in Salt Lake City; and a resident of Mountlake Terrace, Washington,
will pay the same price for a basic 125-channel programming package as
a customer in New York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
10 The EchoStar/HUGHES Merger
Source: EchoStar, HUGHES, Feb. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
VERMONT
- Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
- This map clearly shows the areas where households do not have access to
DSL or cable modem service -- the digital "have nots".
- The primary reason for this is simply the expense of rolling out
"wired" technologies, such as DSL and cable modem service, to millions
of homes, particularly to those beyond the boundaries of urban and
suburban markets.
- Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data
services.
[Map of the state of Vermont with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
11 The EchoStar/HUGHES Merger Source: The Buxton Company, "Broadband
Deployment," Jan. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
VERMONT
- The merger will bridge the digital divide in Vermont by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
- The efficiencies gained from the merged company's combined customer
base will enable a high-speed Internet service to be offered that is
not only price-competitive with existing providers in urban settings,
but also a tremendous benefit for rural customers for whom DSL and
cable modem service are unlikely to be available for years to come, if
ever.
- The merger will provide the technical and economic infrastructure to
convert every household in Vermont and the country to a digital "have."
[Map of the state of Vermont filled entirely with color.]
12 The EchoStar/HUGHES Merger Source: The Buxton Company, "Broadband
Deployment," Jan. 2002
ONE NATION, ONE DISH
- Bringing all local channels and broadband service to all consumers'
homes is not a simple endeavor. However, the DIRECTV and DISH Network
engineering teams have designed a system that enables the receipt of
local channels, other entertainment services AND high-speed Internet
access using one consumer-friendly mini-dish.
- An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
- New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the
remaining local broadcast channels and high-speed Internet services to
consumers in all states.
- Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new
local channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
13 The EchoStar/HUGHES Merger
Source: EchoStar, HUGHES, Feb. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
- Eight years after the introduction of DBS services, 78% of
multi-channel video subscribers still receive their programming from a
franchised cable operator.
- Cable operators' market dominance has been strengthened by their
upgrades to digital video and cable modem services.
- The cable industry's market dominance is further evidenced by its
continual price increases to consumers: 37% on average since 1996.
- The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for
those consumers who live in markets where local channels are not
offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
14 The EchoStar/HUGHES Merger Source: FCC Eighth Annual Report, "Annual
Assessment of the Status of
Competition in the Market for the
Delivery of Video Programming,"
Jan. 14, 2002, pp. 11, 87; EchoStar
and DIRECTV, Jan. 31, 2002;
"Report on Cable Industry Prices,"
Federal Communications Commission,
Feb. 14, 2001, p. 9, and Dec. 15,
1997, p. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
- The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite
infrastructure that will enable delivery of local channels in EVERY one
of the 210 television markets across the country.
- The merger of EchoStar and HUGHES ensures that prices for video AND
data services will be the same throughout the country, whether the
market is rural or urban/suburban: "one nation, one rate card."
- The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for
rural customers where DSL and cable modem service are unlikely to be
available for years to come.
- The EchoStar and HUGHES merger merits broad scale support for the clear
and definitive benefits it will bring the residents of Vermont and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
15 The EchoStar/HUGHES Merger FCC Eighth Annual Report, "Annual Assessment
of the Status of Competition in the Market for
the Delivery of Video Programming," Jan. 14,
2002, pp. 11, 87; EchoStar and DIRECTV, Jan.
31, 2002
THE ECHOSTAR/HUGHES MERGER
- Local Channels, All Americans
- One Nation, One Rate Card
- Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
16 The EchoStar/HUGHES Merger
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN VIRGINIA
[ECHOSTAR LOGO] [HUGHES LOGO]
February 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today
each transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will
benefit from the massive increase in Direct Broadcast Satellite (DBS) satellite
capacity that will result from the elimination of this DUPLICATIVE PROGRAMMING.
Indeed, as a direct result of the completion of this merger, consumers across
the continental United States, Alaska and Hawaii will have access to local
broadcast channels with digital-quality television picture and CD-quality sound
IN EVERY ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 10
MARKETS IN VIRGINIA.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
2 The EchoStar/HUGHES Merger
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Virginia, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Virginia to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.
# # #
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
VIRGINIA
- Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Virginia.
- About 1.9 million of the 2.6 million TV households in Virginia
subscribe to a cable service, which equates to about 71% of all
Virginia households.
[Map of the state of Virginia and certain surrounding states with portions
in color.]
LEGEND
[Colored box.] Cable Franchise Areas
4 The EchoStar/HUGHES Merger
Source: SkyResearch, Feb. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
VIRGINIA
- In Virginia, only those DBS TV households within the Greensboro et al,
Raleigh-Durham and Washington, D.C. television markets have a fully
competitive multi-channel alternative to cable -- WITH local channels.
- Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
- DBS offered more channels and superior picture and sound quality
compared to cable, with one notable exception: consumers were not able
to receive their local channels via satellite.
- In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the three markets in Virginia in
which DIRECTV and DISH Network began delivering local channels.
[Map of the state of Virginia and certain surrounding states with portions in
color and with the phrase "693,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
5 The EchoStar/HUGHES Merger
Source: Nielsen Media Research, Sept. 2001;
SkyResearch, Feb. 2002; EchoStar and DIRECTV, Jan. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
VIRGINIA
- As shown by this map, Virginia TV households outside the Greensboro et
al, Raleigh-Durham and Washington, D.C. television markets do not have
a true competitive alternative to cable.
- Customers who live in markets in which DBS does not provide local
channels are forced to either pay additional subscription fees for a
basic cable service to receive their local channels, or install an
off-air roof-top antenna -- and hope for good reception.
- Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks
to viewers in every one of the 10 local channel markets in Virginia.
[Map of the state of Virginia and certain surrounding states with portions
in color and the phrase "7 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
6 The EchoStar/HUGHES Merger
Source: Nielsen Media Research, Sept. 2001;
SkyResearch, Feb. 2002; EchoStar and DIRECTV, Jan. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
VIRGINIA
- DIRECTV and DISH Network engineering teams have developed a system that
is TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged
company to deliver full local broadcast service, in all 210 U.S.
television markets, including full compliance with federal must carry
provisions.
- The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY
television market across the country, including all 10 markets in
Virginia.
[Map of the state of Virginia and certain surrounding states with portions in
color and the phrase "All 10 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
7 The EchoStar/HUGHES Merger
Source: Nielsen Media Research, Sept. 2001;
EchoStar, HUGHES, Feb. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
- The merger will end the inefficient use of spectrum by eliminating the
need for each company to transmit more than 500 channels of duplicative
programming.
- The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
- The merger will combine the companies' subscriber bases, making service
to smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
8 The EchoStar/HUGHES Merger
Source: EchoStar, HUGHES, Feb. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
VIRGINIA
- Implementation could begin immediately following merger approval, and
the rollout can be completed as soon as 24 months later, allowing
delivery of local channels to all 2.6 million TV households in
Virginia.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Virginia and certain surrounding states with portions in
color and the phrase "Local Channels, All 2.6 Million Households" written across
it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
9 The EchoStar/HUGHES Merger
Source: Nielsen Media Research, Sept. 2001; EchoStar, HUGHES, Feb. 2002
National Pricing
- Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one
nation, and we will offer one rate card.
- For example: a resident of Milwaukee will pay the same fee for his or
her local channel package as a customer in Cedarville, Ohio; a resident
of Burlington, Vermont, will pay the same price for HBO as a customer
in Salt Lake City; and a resident of Mountlake Terrace, Washington,
will pay the same price for a basic 125-channel programming package as
a customer in New York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
10 The EchoStar/HUGHES Merger
Source: EchoStar, HUGHES, Feb. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
VIRGINIA
- Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
- This map clearly shows the areas where households do not have access to
DSL or cable modem service -- the digital "have nots".
- The primary reason for this is simply the expense of rolling out
"wired" technologies, such as DSL and cable modem service, to millions
of homes, particularly to those beyond the boundaries of urban and
suburban markets.
- Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data
services.
[Map of the state of Virginia and certain surrounding states with portions
in color.]
LEGEND
[Colored box.] Households Without Broadband Access
11 The EchoStar/HUGHES Merger
Source: The Buxton Company, "Broadband Deployment," Jan. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
VIRGINIA
- The merger will bridge the digital divide in Virginia by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
- The efficiencies gained from the merged company's combined customer
base will enable a high-speed Internet service to be offered that is
not only price-competitive with existing providers in urban settings,
but also a tremendous benefit for rural customers for whom DSL and
cable modem service are unlikely to be available for years to come, if
ever.
- The merger will provide the technical and economic infrastructure to
convert every household in Virginia and the country to a digital
"have."
[Map of the state of Virginia filled entirely with color and certain
surrounding states.]
12 The EchoStar/HUGHES Merger
Source: The Buxton Company, "Broadband Deployment," Jan. 2002
ONE NATION, ONE DISH
- Bringing all local channels and broadband service to all consumers'
homes is not a simple endeavor. However, the DIRECTV and DISH Network
engineering teams have designed a system that enables the receipt of
local channels, other entertainment services AND high-speed Internet
access using one consumer-friendly mini-dish.
- An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
- New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the
remaining local broadcast channels and high-speed Internet services to
consumers in all states.
- Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new
local channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
13 The EchoStar/HUGHES Merger
Source: EchoStar, HUGHES, Feb. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
- Eight years after the introduction of DBS services, 78% of
multi-channel video subscribers still receive their programming from a
franchised cable operator.
- Cable operators' market dominance has been strengthened by their
upgrades to digital video and cable modem services.
- The cable industry's market dominance is further evidenced by its
continual price increases to consumers: 37% on average since 1996.
- The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for
those consumers who live in markets where local channels are not
offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
14 The EchoStar/HUGHES Merger
Source: FCC Eighth Annual Report, "Annual Assessment of the
Status of Competition in the Market
for the Delivery of Video Programming," Jan. 14, 2002,
pp. 11, 87; EchoStar and DIRECTV, Jan. 31, 2002;
"Report on Cable Industry Prices," Federal Communications
Commission, Feb. 14, 2001, p. 9, and Dec. 15, 1997, p. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
- The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite
infrastructure that will enable delivery of local channels in EVERY one
of the 210 television markets across the country.
- The merger of EchoStar and HUGHES ensures that prices for video and
data services will be the same throughout the country, whether the
market is rural or urban/suburban: "one nation, one rate card."
- The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for
rural customers where DSL and cable modem service are unlikely to be
available for years to come.
- The EchoStar and HUGHES merger merits broad scale support for the clear
and definitive benefits it will bring the residents of Virginia and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
15 The EchoStar/HUGHES Merger
FCC Eighth Annual Report, "Annual Assessment of the
Status of Competition in the Market for the
Delivery of Video Programming," Jan. 14, 2002, pp. 11, 87;
EchoStar and DIRECTV, Jan. 31, 2002
THE ECHOSTAR/HUGHES MERGER
- Local Channels, All Americans
- One Nation, One Rate Card
- Eliminates the "Digital Divide"
True Competition for 107 Million Households
16 The EchoStar/HUGHES Merger
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN WASHINGTON
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 4 MARKETS IN
WASHINGTON.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Washington, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Washington to receive their full complement of local channels
and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
WASHINGTON
o Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Washington.
o About 1.5 million of the 2.2 million TV households in Washington subscribe
to a cable service, which equates to about 69% of all Washington households.
[Map of the state of Washington with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
WASHINGTON
o In Washington, only those DBS TV households within the Portland and
Seattle-Tacoma television markets have a fully competitive multi-channel
alternative to cable -- WITH local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared to
cable, with one notable exception: consumers were not able to receive their
local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the two markets in Washington in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of Washington and certain surrounding states with portions in
color and with the phrase "438,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
WASHINGTON
o As shown by this map, Washington TV households outside the Portland and
Seattle-Tacoma television markets do not have a true competitive alternative
to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to provide
all local channels as well as the national pay cable networks to viewers in
every one of the 4 local channel markets in Washington.
[Map of the state of Washington and certain surrounding states with portions
in color and the phrase "2 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
WASHINGTON
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive cable
alternative -- DBS service with local channels -- in EVERY television market
across the country, including all 4 markets in Washington.
[Map of the state of Washington and certain surrounding states with portions in
color and the phrase "All 4 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
WASHINGTON
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 2.2 million TV households in Washington.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Washington and certain surrounding states with portions
in color and the phrase "Local Channels, All 2.2 Million Households"
written across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
WASHINGTON
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data services.
[Map of the state of Washington with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
WASHINGTON
o The merger will bridge the digital divide in Washington by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to convert
every household in Washington and the country to a digital "have."
[Map of the state of Washington filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes is
not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades to
digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR
AND DIRECTV, JAN. 31, 2002; "REPORT
ON CABLE INDUSTRY PRICES," FEDERAL
COMMUNICATIONS COMMISSION, FEB. 14,
2001, P.9, AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available for
years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Washington and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
OF THE STATUS OF COMPETITION IN THE MARKET
FOR THE DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN WEST VIRGINIA
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 9 MARKETS IN
WEST VIRGINIA.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in West Virginia, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in West Virginia to receive their full complement of local
channels and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
WEST VIRGINIA
o Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across West
Virginia.
o About .5 million of the .7 million TV households in West Virginia subscribe
to a cable service, which equates to about 73% of all West Virginia
households.
[Map of the state of West Virginia with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
WEST VIRGINIA
o In West Virginia, only those DBS TV households within the Pittsburgh and
Washington, D.C. television markets have a fully competitive multi-channel
alternative to cable -- WITH local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared
to cable, with one notable exception: consumers were not able to receive
their local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the two markets in West Virginia in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of West Virginia and certain surrounding states with portions
in color and with the phrase "190,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31,
2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
WEST VIRGINIA
o As shown by this map, West Virginia TV households outside the Pittsburgh
and Washington, D.C. television markets do not have a true competitive
alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks to
viewers in every one of the 9 local channel markets in West Virginia.
[Map of the state of West Virginia and certain surrounding states with portions
in color and the phrase "7 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31,
2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
WEST VIRGINIA
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY television
market across the country, including all 9 markets in West Virginia.
[Map of the state of West Virginia and certain surrounding states with portions
in color and the phrase "All 9 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees.] [110 degrees.] [101 degrees.]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
WEST VIRGINIA
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all .7 million TV households in West Virginia.
[119 degrees.] [110 degrees.] [101 degrees.]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of West Virginia and certain surrounding states with portions
in color and the phrase "Local Channels, All .7 Million Households"
written across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
2001; ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
WEST VIRGINIA
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data services.
[Map of the state of West Virginia with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
WEST VIRGINIA
o The merger will bridge the digital divide in West Virginia by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to
convert every household in West Virginia and the country to a digital
"have."
[Map of the state of West Virginia filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY, "BROADBAND
DEPLOYMENT," JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of
a house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT,
"ANNUAL ASSESSMENT OF THE STATUS
OF COMPETITION IN THE MARKET FOR
THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP.
11, 87; ECHOSTAR AND DIRECTV,
JAN. 31, 2002; "REPORT ON CABLE
INDUSTRY PRICES," FEDERAL
COMMUNICATIONS COMMISSION, FEB.
14, 2001, P. 9, AND DEC. 15,
1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of West Virginia and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF COMPETITION
IN THE MARKET FOR THE DELIVERY OF VIDEO
PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
* * * *
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN WISCONSIN
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 9 MARKETS IN
WISCONSIN.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
....CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Wisconsin, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Wisconsin to receive their full complement of local channels
and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.
# # #
--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
WISCONSIN
o Despite the rapid growth of DBS since 1994, cable television clearly
remains the dominant provider of multi-channel pay TV services across
Wisconsin.
o About 1.2 million of the 2 million TV households in Wisconsin subscribe to
a cable service, which equates to about 60% of all Wisconsin households.
[Map of the state of Wisconsin with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
WISCONSIN
o In Wisconsin, only those DBS TV households within the Milwaukee and
Minneapolis-St. Paul television markets have a fully competitive
multi-channel alternative to cable -- WITH local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared
to cable, with one notable exception: consumers were not able to receive
their local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the two markets in Wisconsin in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of Wisconsin and certain surrounding areas with portions in
color and with the phrase "477,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; SKYRESEARCH,
FEB. 2002; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
WISCONSIN
o As shown by this map, Wisconsin TV households outside the Milwaukee and
Minneapolis-St. Paul television markets do not have a true competitive
alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
provide all local channels as well as the national pay cable networks to
viewers in every one of the 9 local channel markets in Wisconsin.
[Map of the state of Wisconsin and certain surrounding states with portions in
color and the phrase "7 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; SKYRESEARCH,
FEB. 2002; ECHOSTAR AND
DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
WISCONSIN
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive
cable alternative -- DBS service with local channels -- in EVERY television
market across the country, including all 9 markets in Wisconsin.
[Map of the state of Wisconsin and certain surrounding areas with portions in
color and the phrase "All 9 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; ECHOSTAR,
HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------
WISCONSIN
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all 2 million TV households in Wisconsin.
[119 degrees] [110 degrees] [101 degrees]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Wisconsin and certain surrounding states with portions in
color and the phrase "Local Channels, All 2 Million Households" written
across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH,
SEPT. 2001; ECHOSTAR,
HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card"
written across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
WISCONSIN
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be
interested in fairly-priced, bundled video and high-speed data services.
[Map of the state of Wisconsin with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT,"
JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
WISCONSIN
o The merger will bridge the digital divide in Wisconsin by providing
consumers in every community with a competitively priced high-speed
"broadband solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to
convert every household in Wisconsin and the country to a digital "have."
[Map of the state of Wisconsin filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT,"
JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes
is not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of
a house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades
to digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT,
"ANNUAL ASSESSMENT OF THE
STATUS OF COMPETITION IN THE
MARKET FOR THE DELIVERY OF
VIDEO PROGRAMMING," JAN. 14,
2002, PP. 11, 87; ECHOSTAR
AND DIRECTV, JAN. 31, 2002;
"REPORT ON CABLE INDUSTRY
PRICES," FEDERAL
COMMUNICATIONS COMMISSION,
FEB. 14, 2001, P. 9, AND
DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available
for years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Wisconsin and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR
AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS
--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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.
--------------------------------------------------------------------------------
17 THE ECHOSTAR/HUGHES MERGER
****
--------------------------------------------------------------------------------
THE ECHOSTAR/HUGHES MERGER
LOCAL CHANNELS AND COMPETITIVE BROADBAND
FOR ALL CONSUMERS IN WYOMING
[ECHOSTAR LOGO] [HUGHES LOGO]
--------------------------------------------------------------------------------
FEBRUARY 2002
THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002
EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 7 MARKETS IN
WYOMING.
Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.
New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.
CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER
.... CONTINUED
Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.
The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.
Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Wyoming, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.
The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Wyoming to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.
# # #
-------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER
CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
WYOMING
o Despite the rapid growth of DBS since 1994, cable television clearly remains
the dominant provider of multi-channel pay TV services across Wyoming.
o About .1 million of the .2 million TV households in Wyoming subscribe to a
cable service, which equates to about 66% of all Wyoming households.
[Map of the state of Wyoming with portions in color.]
LEGEND
[Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER SOURCE: SKYRESEARCH, FEB. 2002
HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
WYOMING
o In Wyoming, only those DBS TV households within the Denver and Salt Lake
City television markets have a fully competitive multi-channel alternative
to cable -- WITH local channels.
o Competitive alternatives to cable did not seriously take form until the
launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.
o DBS offered more channels and superior picture and sound quality compared to
cable, with one notable exception: consumers were not able to receive their
local channels via satellite.
o In 1999, Congress changed the law, allowing satellite carriers to offer
local channels. Only at this point did DBS become a viable competitive
alternative to cable, at least in the two markets in Wyoming in which
DIRECTV and DISH Network began delivering local channels.
[Map of the state of Wyoming and certain surrounding states with portions in
color and with the phrase "65,000 DBS Subscribers" written across it.]
LEGEND
[Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA
RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------
WYOMING
o As shown by this map, Wyoming TV households outside the Denver and Salt Lake
City television markets do not have a true competitive alternative to cable.
o Customers who live in markets in which DBS does not provide local channels
are forced to either pay additional subscription fees for a basic cable
service to receive their local channels, or install an off-air roof-top
antenna -- and hope for good reception.
o Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to provide
all local channels as well as the national pay cable networks to viewers in
every one of the 7 local channel markets in Wyoming.
[Map of the state of Wyoming and certain surrounding states with portions
in color and the phrase "5 TV Markets Unserved" written across it.]
LEGEND
[Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA
RESEARCH, SEPT. 2001;
SKYRESEARCH, FEB. 2002;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------
WYOMING
o DIRECTV and DISH Network engineering teams have developed a system that is
TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
deliver full local broadcast service, in all 210 U.S. television markets,
including full compliance with federal must carry provisions.
o The merger of DIRECTV and DISH Network will enable a fully competitive cable
alternative -- DBS service with local channels -- in EVERY television market
across the country, including all 7 markets in Wyoming.
[Map of the state of Wyoming and certain surrounding states with portions in
color and the phrase "All 7 Markets Served" written across it.]
LEGEND
[Colored box.] TV Households With Competitive Alternative After Merger
--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------
o The merger will end the inefficient use of spectrum by eliminating the need
for each company to transmit more than 500 channels of duplicative
programming.
o The merger will combine each company's spectrum and advanced satellite
assets, making the plan technically achievable.
o The merger will combine the companies' subscriber bases, making service to
smaller markets commercially feasible.
[119 degrees.] [110 degrees.] [101 degrees.]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
WYOMING
o Implementation could begin immediately following merger approval, and the
rollout can be completed as soon as 24 months later, allowing delivery of
local channels to all .2 million TV households in Wyoming.
[119 degrees.] [110 degrees.] [101 degrees.]
[Picture of satellite.] [Picture of satellite.] [Picture of satellite.]
[Map of the state of Wyoming and certain surrounding states with portions in
color and the phrase "Local Channels, All .2 Million Households" written
across it.]
LEGEND
[Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
ECHOSTAR, HUGHES, FEB. 2002
NATIONAL PRICING
--------------------------------------------------------------------------------
o Consumers across the country will pay the same price for their DBS
subscription services, regardless of where they reside. We are one nation,
and we will offer one rate card.
o For example: a resident of Milwaukee will pay the same fee for his or her
local channel package as a customer in Cedarville, Ohio; a resident of
Burlington, Vermont, will pay the same price for HBO as a customer in Salt
Lake City; and a resident of Mountlake Terrace, Washington, will pay the
same price for a basic 125-channel programming package as a customer in New
York City.
[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]
--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
WYOMING
o Another benefit of the EchoStar and HUGHES merger comes in the form of
competitively priced high-speed Internet access, and the end of the
so-called "digital divide" that exists in the "wired" world today.
o This map clearly shows the areas where households do not have access to DSL
or cable modem service -- the digital "have nots".
o The primary reason for this is simply the expense of rolling out "wired"
technologies, such as DSL and cable modem service, to millions of homes,
particularly to those beyond the boundaries of urban and suburban markets.
o Both EchoStar and HUGHES believe many of the "have nots" would be interested
in fairly-priced, bundled video and high-speed data services.
[Map of the state of Wyoming with portions in color.]
LEGEND
[Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT," JAN. 2002
MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
WYOMING
o The merger will bridge the digital divide in Wyoming by providing consumers
in every community with a competitively priced high-speed "broadband
solution" available to them regardless of their location.
o The efficiencies gained from the merged company's combined customer base
will enable a high-speed Internet service to be offered that is not only
price-competitive with existing providers in urban settings, but also a
tremendous benefit for rural customers for whom DSL and cable modem service
are unlikely to be available for years to come, if ever.
o The merger will provide the technical and economic infrastructure to convert
every household in Wyoming and the country to a digital "have."
[Map of the state of Wyoming filled entirely with color.]
--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER SOURCE: THE BUXTON COMPANY,
"BROADBAND DEPLOYMENT,"
JAN. 2002
ONE NATION, ONE DISH
--------------------------------------------------------------------------------
o Bringing all local channels and broadband service to all consumers' homes is
not a simple endeavor. However, the DIRECTV and DISH Network engineering
teams have designed a system that enables the receipt of local channels,
other entertainment services AND high-speed Internet access using one
consumer-friendly mini-dish.
o An 18 x 22-inch dish will enable the receipt of signals from the merged
company's three orbital slots.
o New equipment will process signals from existing spacecraft as well as
advanced satellites the merged company will launch to deliver the remaining
local broadcast channels and high-speed Internet services to consumers in
all states.
o Equipment will be provided to existing DBS customers AT NO CHARGE --
including free service call and installation -- to receive their new local
channels.
[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
house.]
--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER SOURCE: ECHOSTAR, HUGHES, FEB. 2002
CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------
o Eight years after the introduction of DBS services, 78% of multi-channel
video subscribers still receive their programming from a franchised cable
operator.
o Cable operators' market dominance has been strengthened by their upgrades to
digital video and cable modem services.
o The cable industry's market dominance is further evidenced by its continual
price increases to consumers: 37% on average since 1996.
o The spectrum constraints which exist today will forever keep a separate
DIRECTV and DISH Network at a competitive disadvantage to cable for those
consumers who live in markets where local channels are not offered by DBS.
[Map of the United States with portions in color.]
LEGEND
[Colored box.] Households With No Competitive Alternative
--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87; ECHOSTAR
AND DIRECTV, JAN. 31, 2002; "REPORT
ON CABLE INDUSTRY PRICES," FEDERAL
COMMUNICATIONS COMMISSION, FEB. 14,
2001, P. 9, AND DEC. 15, 1997, P. 7
LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------
o The merger of spectrum at the three orbital slots eliminates these
disadvantages through the addition of an enhanced satellite infrastructure
that will enable delivery of local channels in EVERY one of the 210
television markets across the country.
o The merger of EchoStar and HUGHES ensures that prices for video AND data
services will be the same throughout the country, whether the market is
rural or urban/suburban: "one nation, one rate card."
o The merged company will bridge the "digital divide" by moving satellite
high-speed Internet access from its current high-priced niche to being
price-competitive with existing providers -- a tremendous benefit for rural
customers where DSL and cable modem service are unlikely to be available for
years to come.
o The EchoStar and HUGHES merger merits broad scale support for the clear and
definitive benefits it will bring the residents of Wyoming and all
Americans.
[Map of the United States with the phrase "107 Million Households" written
across it.]
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15 THE ECHOSTAR/HUGHES MERGER FCC EIGHTH ANNUAL REPORT, "ANNUAL
ASSESSMENT OF THE STATUS OF
COMPETITION IN THE MARKET FOR THE
DELIVERY OF VIDEO PROGRAMMING,"
JAN. 14, 2002, PP. 11, 87;
ECHOSTAR AND DIRECTV, JAN. 31, 2002
THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
o Local Channels, All Americans
o One Nation, One Rate Card
o Eliminates the "Digital Divide"
TRUE COMPETITON FOR 107 MILLION HOUSEHOLDS
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16 THE ECHOSTAR/HUGHES MERGER
SEC LEGEND
--------------------------------------------------------------------------------
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's 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 regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the 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, 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 our 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,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) 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; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. 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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17 THE ECHOSTAR/HUGHES MERGER
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