GM Hughes
GM Stockholders Give Strong Approval To Split-Off Of Hughes
NEW YORK, Oct. 7 -- General Motors Corp. (NYSE: GM, GMH) announced today
that its stockholders have approved transactions that will result in the split
off of its subsidiary, Hughes Electronics Corp., and the acquisition of 34
percent of Hughes common stock by News Corp. (NYSE: NWS, NWS.A). An
overwhelming percentage of GM stock voted in response to GM's Consent
Solicitation Statement was in support of the transactions.
Of the stockholders who participated in the solicitation, approximately
94 percent of the GM $1-2/3 par value common stock and approximately
94 percent of the GM Class H stock was voted in support of the proposals.
With respect to the combined vote of both classes of stockholders, more than
94 percent of those votes were cast in support of each proposal.
More than 60 percent of GM $1-2/3 par value common stock and more than
74 percent of GM Class H stock was voted in support of each of the proposals
presented in the consent solicitation statement. More than 65 percent of the
combined vote of both classes of stockholders was in favor of each proposal.
Detailed data regarding the consents given with respect to each of the six
proposals relating to the transactions will be presented in GM's third quarter
report on Form 10-Q to be filed with the Securities and Exchange Commission in
November, and will appear on the SEC's website, www.sec.gov .
The transactions remain subject to certain regulatory clearances, including
anti-trust clearance from the U.S. Department of Justice and action by the
U.S. Federal Communications Commission. GM currently expects to complete the
transactions in late 2003 or early 2004.
In connection with the proposed transactions, on August 21, 2003, General
Motors Corporation ('GM'), Hughes Electronics Corporation ('Hughes') and
The News Corporation Limited ('News Corporation') filed definitive materials
with the Securities and Exchange Commission ('SEC'), including a Definitive
Consent Solicitation Statement of GM on Schedule 14A, a Registration Statement
of Hughes on Form S-4 and a Registration Statement of News Corporation on Form
F-4 that contain a consent solicitation statement of GM, a prospectus of
Hughes and a prospectus of News Corporation. Investors and security holders
are urged to read these materials, as well as any other relevant documents
filed or that will be filed with the SEC, as they become available, because
these documents contain or will contain important information. These
materials and other relevant materials (when they become available) and any
other documents filed by GM, Hughes or News Corporation with the SEC, may be
obtained for free at the SEC's website, www.sec.gov . In addition, the
definitive materials contain information about how to obtain transaction-
related documents for free from GM.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended. Materials included in this document contain
'forward-looking statements' within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that could cause actual
results to be materially different from historical results or from any future
results expressed or implied by such forward-looking statements. The factors
that could cause actual results of GM, Hughes and/or News Corporation to
differ materially, many of which are beyond the control of GM, Hughes or News
Corporation include, but are not limited to, the following: (1) the
regulatory approvals required for the transaction may not be obtained on the
terms expected or on the anticipated schedule; (2) the effects of legislative
and regulatory changes; (3) an inability to retain necessary authorizations
from the FCC and (4) other risks described from time to time in periodic
reports filed by GM, Hughes or News Corporation with the SEC. Those other
risks relating to Hughes include, but are not limited to the performance of
Hughes satellites. You are urged to consider statements that include the
words 'will', 'expects', or the negative of those words or other comparable
words to be uncertain and forward-looking. This cautionary statement applies
to all forward-looking statements included in this document.
SOURCE General Motors Corporation
-0- 10/07/2003 P
/NOTE TO EDITORS: For additional media information, visit
http://media.gm.com ./
/CONTACT: Jerry Dubrowski of GM, +1-212-418-6261,
jerry.dubrowski@gm.com ; or Richard Dore of Hughes, +1-310-964-0716,
richard.dore@hughes.com /
/Web site: http://media.gm.com
http://www.gm.com /
(GM GMH NWS)