<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TELOCITY DELAWARE, INC.
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(Name of Issuer)
Common Stock, Par Value $.001 Per Share
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(Title of Class of Securities)
87971D
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(CUSIP Number)
John J. Higgins, Esq.
Acting General Counsel
Hughes Electronics Corporation
200 North Sepulveda Blvd.
El Segundo, California 90245
(310) 662-9935
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Gary Olson, Esq.
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071
(213) 485-1234
December 21, 2000
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [_]
(Continued on the following page)
(Page 1 of 15 Pages)
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
----------------------------------- ---------------------------------
CUSIP No. 87971D Page 2 of 15
----------------------------------- ---------------------------------
<S> <C>
------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
General Motors Corporation
------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
------------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES SOLE VOTING POWER
BENEFICIALLY OWNED 7 0*
BY EACH REPORTING ------------------------------------------------------------
PERSON WITH SHARED VOTING POWER
8 0*
------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 0*
------------------------------------------------------------
SHARED DISPOSITIVE POWER
10 0*
------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 0*
------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES [X]
------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 0%*
------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14 CO
------------------------------------------------------------------------------------
</TABLE>
* See Item 5 herein
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
----------------------------------- ---------------------------------
CUSIP No. 87971D Page 3 of 15
----------------------------------- ---------------------------------
<S> <C>
------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Hughes Electronics Corporation
------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
------------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------------
NUMBER OF SHARES SOLE VOTING POWER
BENEFICIALLY OWNED 7 0*
BY EACH REPORTING ------------------------------------------------------------
PERSON WITH SHARED VOTING POWER
8 0*
------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 0*
------------------------------------------------------------
SHARED DISPOSITIVE POWER
10 0*
------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 0*
------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES [_]
------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 0%*
------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14 CO
------------------------------------------------------------------------------------
</TABLE>
* See Item 5 herein
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
----------------------------------- ---------------------------------
CUSIP No. 87971D Page 4 of 15
----------------------------------- ---------------------------------
<S> <C>
------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
DIRECTV Broadband Inc.
------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
------------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------------
NUMBER OF SHARES SOLE VOTING POWER
BENEFICIALLY OWNED 7 0*
BY EACH REPORTING ------------------------------------------------------------
PERSON WITH SHARED VOTING POWER
8 0*
------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 0*
------------------------------------------------------------
SHARED DISPOSITIVE POWER
10 0*
------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 0*
------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES [_]
------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 0%*
------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14 CO
------------------------------------------------------------------------------------
</TABLE>
* See Item 5 herein
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This title and class of the securities to which this Schedule 13D
relates is the Common Stock, par value $.001 per share ("Share" and
collectively, the "Shares") of Telocity Delaware, Inc., a Delaware corporation,
(the "Issuer"). The Issuer's principal executive office is located at 10355
North De Anza Blvd., Cupertino, California 95014.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by General Motors Corporation, a
Delaware corporation ("GM"), Hughes Electronics Corporation, a Delaware
corporation and wholly owned subsidiary of GM ("HEC"), and DIRECTV Broadband
Inc., a Delaware corporation and wholly owned subsidiary of HEC ("Purchaser" and
together with GM and HEC, the "Reporting Persons"). The Reporting Persons are
filing this statement jointly pursuant to a Joint Filing Agreement attached
hereto as Exhibit 1.
(b) The address of GM is 300 Renaissance Center, P.O. Box 300,
Detroit, Michigan 48365 and the address of the other Reporting Persons is 200
North Sepulveda Blvd., El Segundo, California 90245. The names, business
addresses and principal businesses of each of the directors and executive
officers of GM, HEC and Purchaser are set forth on Schedule I hereto and
incorporated by reference herein.
(c) The principal business of GM, other than those of HEC, are
automotive, financial and insurance operations and other operations. The
principal businesses of HEC are providing digital television entertainment,
satellite services and satellite-based private business networks. Purchaser is a
newly formed Delaware corporation organized solely to carry out certain
transactions in connection with the Offer and the Merger (each as defined
below). Purchaser has not conducted any business other than in connection with
the Offer and the Merger Agreement (as defined below).
(d) During the last five years, none of the Reporting Persons nor, to
the best of their knowledge, any of the executive officers or directors of any
of the Reporting Persons, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons nor, to
the best of their knowledge, any of the executive officers or directors of any
of the Reporting Persons, has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) To the best knowledge of the Reporting Persons, each of the
executive officers and directors of the Reporting Persons is a United States
citizen other than Percy Barnevik, a director of GM, who is a citizen of Sweden,
Eckhard Pfeiffer, a director of GM, who is a citizen of Germany, Nebuyuki
Idei, a director of GM who is a citizen of Japan and Dennis Weatherstone, a
director of GM who is a citizen of the United Kingdom.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Item 4 below.
(Page 5 of 15)
<PAGE>
ITEM 4. PURPOSE OF THE TRANSACTION.
This Schedule 13D relates to the tender offer (the "Offer") being made
by Purchaser to purchase all of the outstanding Shares of the Issuer at a price
of $2.15 per Share net to the sellers in cash (subject to applicable withholding
taxes), without interest (the "Offer Consideration"), upon the terms and subject
to the conditions set forth in the Agreement and Plan of Merger dated December
21, 2000 by and among HEC, Purchaser and the Issuer (including the exhibits
thereto, the "Merger Agreement"), a copy of which is attached hereto as Exhibit
2 and incorporated herein by reference. The Merger Agreement provides that,
among other things, HEC and Purchaser will commence the Offer on or before
February 1, 2001. As soon as practicable after the purchase of Shares pursuant
to the Offer and the satisfaction of the other conditions set forth in the
Merger Agreement and in accordance with the relevant provisions of the Delaware
General Corporation Law (the "DGCL"), Purchaser will be merged with and into the
Issuer (the "Merger") with the Issuer being the surviving corporation in the
Merger. Following consummation of the Merger, the Issuer will continue as the
surviving corporation and will become a wholly owned subsidiary of HEC.
At the effective time of the Merger, each remaining outstanding Share
(other than (i) Shares held in the treasury or owned by Purchaser, HEC or any
direct or wholly owned subsidiary of HEC or of the Issuer which shall be
canceled, and (ii) Shares held by stockholders of the Issuer who have demanded
and perfected appraisal rights, if any, under the DGCL) will be converted into
the right to receive the Offer Consideration.
The Offer is not conditioned upon any financing arrangements. The
Reporting Persons estimate that the total amount of funds required by Purchaser
to purchase all of the outstanding Shares will be approximately $180 million,
plus reasonable and customary fees and expenses incurred in connection with the
Offer and the Merger. HEC has on deposit in cash or cash equivalents sufficient
funds to purchase all of the outstanding Shares. HEC will make a capital
contribution to Purchaser in an amount sufficient to purchase all of the Shares
that may be tendered in the Offer.
The Shares are currently traded on the Nasdaq National Market.
Following the consummation of the Merger, the Shares will no longer be listed on
Nasdaq and the registration of the Shares under the Securities Exchange Act of
1934, as amended, will be terminated. Accordingly, after the Merger there will
be no publicly-traded equity securities of the Issuer outstanding and the Issuer
may no longer be required to file periodic reports with the Securities and
Exchange Commission.
Except as described herein, none of the Reporting Persons has any
present plan or proposal which relates to, or could result in, any of the events
referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.
However, the Reporting Persons will continue to review the business of the
Issuer and may in the future propose that the Issuer take one or more of such
actions.
(Page 6 of 15 Pages)
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (c) In connection with the execution of the Merger Agreement, HEC
and Purchaser entered into a Tender and Stockholder Support Agreement dated
December 21, 2000 with certain stockholders of the Issuer (the "Support
Agreement"), a copy of which is attached hereto as Exhibit 3 and incorporated
herein by reference. Pursuant to the Support Agreement, upon the terms set forth
therein, the stockholders party to the Support Agreement have, among other
things, agreed to tender (and not withdraw) pursuant to the Offer an aggregate
of 52,874,665 Shares, representing 62.472% of the issued and outstanding common
stock of the Issuer. In addition, the stockholders party to the Support
Agreement have agreed to vote their Shares in favor of the Merger and the Merger
Agreement and against any acquisition proposal other than the Merger and have
granted HEC and certain officers of HEC an irrevocable proxy to vote such Shares
in favor of the transactions contemplated by the Merger Agreement. No vote of
the stockholders of the Issuer is expected under the terms of the Merger
Agreement until after the acceptance for payment of the Shares in the Offer. The
Support Agreement terminates, among other things, upon the termination of the
Offer or the Merger Agreement.
Except as described above, none of the Reporting Persons nor, to the
best of their knowledge, any of the persons listed in Schedule I hereto, (i)
beneficially owns or has any right to acquire, directly or indirectly, any
equity securities of the Issuer or (ii) effected any transaction in such equity
securities during the past 60 days.
(d) To the best knowledge of the Reporting Persons, no other person
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As described in the response to Item 5 of this Schedule 13D, pursuant
to the terms of the Support Agreement, the stockholders party thereto have,
among other things, agreed to tender (and not withdraw) pursuant to the Offer an
aggregate of 52,874,665 Shares, representing 62.472% of the issued and
outstanding common stock of the Issuer. In addition, such stockholders have
agreed to vote their Shares in favor of the Merger and the Merger Agreement and
against any acquisition proposal other than the Merger and have granted HEC and
certain officers of HEC an irrevocable proxy to vote such Shares in favor of the
transactions contemplated by the Merger Agreement.
Except as described above, none of the Reporting Persons nor, to the
best of their knowledge, any of the persons listed in Schedule I hereto, have
any contracts, arrangements, understandings or relationships with any other
person with respect to any securities of the Issuer (including, but not limited
to, any contract, arrangement, understanding or relationship concerning the
transfer or the voting of any such securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss or the giving or withholding of proxies).
(Page 7 of 15 Pages)
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Statement
Exhibit 2 Agreement and Plan of Merger, dated December 21, 2000, by and
among HEC, Purchaser and the Issuer (incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K of the Issuer filed
by the Issuer on December 28, 2000).
Exhibit 3 Tender and Stockholder Support Agreement by and among HEC and the
stockholders of the Issuer named therein, dated December 21, 2000
(incorporated by reference to Exhibit 2.2 to the Current Report
on Form 8-K of the Issuer filed on December 28, 2000).
(Page 8 of 15 Pages)
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: January 2, 2001
GENERAL MOTORS CORPORATION
By: /s/ Warren G. Andersen
___________________________________________
Name: Warren G. Andersen
Title: Attorney and Assistant Secretary
Dated: January 2, 2001
HUGHES ELECTRONICS CORPORATION
By: /s/ Roxanne S. Austin
__________________________________________
Name: Roxanne S. Austin
Title: Corporate Senior Vice President
and Chief Financial Officer
Dated: January 2, 2001
DIRECTV BROADBAND INC.
By: /s/ Larry D. Hunter
__________________________________________
Name: Larry D. Hunter
Title: Vice President
(Page 9 of 15 Pages)
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF GENERAL MOTORS CORPORATION
The name, business address, present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such employment is conducted, of each of the directors and
executive officers of General Motors Corporation is set forth below. Except as
set forth in the attached Schedule 13D, each person is a citizen of the United
States.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, IF OTHER
THAN AS EXECUTIVE OFFICER OF
NAME AND BUSINESS ADDRESS TITLE GENERAL MOTORS CORPORATION
------------------------- ----- -----------------------------------
<S> <C> <C>
John F. Smith, Jr. Chairman of the Board of Directors N/A
General Motors Corporation
300 Renaissance Center
Detroit, MI 48243
Harry J. Pearce Vice Chairman of the Board of N/A
General Motors Corporation Directors
300 Renaissance Center
Detroit, MI 48243
G. Richard Wagoner, Jr. Chief Executive Officer, N/A
General Motors Corporation President and Director
300 Renaissance Center
Detroit, MI 48243
John M. Devine Vice Chairman of the Corporation; N/A
General Motors Corporation Chief Financial Officer
300 Renaissance Center
Detroit, MI 48243
Ronald L. Zarrella Executive Vice President; N/A
General Motors Corporation President, GM North America
300 Renaissance Center
Detroit, MI 48243
John D. Finnegan Executive Vice President; N/A
General Motors Corporation President, GMAC
300 Renaissance Center
Detroit, MI 48243
Percy N. Barnevik Director Chairman, ABB, Ltd.
Affolternstrasse 44
Box 8131
CH-8050 Zurich, Switzerland
</TABLE>
(Page 10 of 15 Pages)
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, IF OTHER
THAN AS EXECUTIVE OFFICER OF
NAME AND BUSINESS ADDRESS TITLE GENERAL MOTORS CORPORATION
------------------------- ----- -----------------------------------
<S> <C> <C>
John H. Bryan Director Chairman and Chief Executive
Three First National Plaza, Officer, Sara Lee Corporation
47th Floor
Chicago, IL 60602-4260
Thomas E. Everhart Director President Emeritus and Professor
705 Poinsettia Way of Electrical Engineering and
Santa Barbara, CA 93111 Applied Physics, California
Institute of Technology
George M.C. Fisher Director Retired Chairman of the Board, and Chief
343 State Street Executive Officer, Eastman Kodak Company
Rochester, NY 14650-0229
Nobuyuki Idei Director President and Chief Executive
6-7-35 Kitashinagawa, Shinagawa-ku Officer, Sony Corporation, Tokyo, Japan
Tokyo 141-0001
Japan
Karen Katen Director Senior Vice President, Pfizer, Inc.,
Pfizer Inc. Executive Vice President Pfizer Pharmaceuticals
235 East 42nd Street Group, President of U.S. Pharmaceuticals
New York, NY 10017-5755
J. Willard Marriott, Jr. Director Chairman, President and Chief
One Marriott Drive Executive Officer, Marriott
Washington, D.C. 20058 International, Inc.
Eckhard Pfeiffer Director Chairman, Intershop Communications,
Seven Saddlebrook Lane AG/Inc. & Chairman ricardo. de AG
Houston, TX 77024
Lloyd D. Ward Director Former Chairman and Chief
1281 Gulf of Mexico Drive Executive Officer, Maytag
Apartment 1001 Corporation
Longboat Key, FL 34228
Dennis Weatherstone Director Retired Chairman and current
60 Wall Street, 21st Floor director of J.P. Morgan & Co.
New York, NY 10260 Incorporated
</TABLE>
(Page 11 of 15 Pages)
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF HUGHES
ELECTRONICS CORPORATION
The name, business address, present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such employment is conducted, of each of the directors and
executive officers of Hughes Electronics Corporation is set forth below. Unless
indicated otherwise, each person is a citizen of the United States.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, IF OTHER
THAN AS EXECUTIVE OFFICER OF
NAME AND BUSINESS ADDRESS TITLE HUGHES ELECTRONICS CORPORATION
------------------------- ----- -----------------------------------
<S> <C> <C>
Michael T. Smith Chairman of the Board, Chief N/A
200 N. Sepulveda Blvd. Executive Officer and Director
El Segundo, CA 90245
Jack A. Shaw Corporate Senior Executive Vice N/A
200 N. Sepulveda Blvd. President, Enterprise Sector
El Segundo, CA 90245
Eddy W. Hartenstein Corporate Senior Executive Vice N/A
200 N. Sepulveda Blvd. President, Consumer Sector
El Segundo, CA 90245
Roxanne S. Austin Corporate Senior Vice President N/A
200 N. Sepulveda Blvd. and Chief Financial Officer
El Segundo, CA 90245
Pradman P. Kaul Corporate Senior Vice President N/A
200 N. Sepulveda Blvd. and Chairman and Chief Executive
El Segundo, CA 90245 Officer, Hughes Network Systems
Sandra A. Harrison Corporate Senior Vice President N/A
200 N. Sepulveda Blvd.
El Segundo, CA 90245
James M Cornelius Director Chairman, Guidant Corporation
200 N. Sepulveda Blvd.
El Segundo, CA 90245
Thomas E. Everhart Director President, Emeritus and Professor
200 N. Sepulveda Blvd. of Electrical Engineering and
El Segundo, CA 90245 Applied Physics, California
Institute of Technology
Peter A. Lund Director Private investor and media
</TABLE>
(Page 12 of 15 Pages)
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, IF OTHER
THAN AS EXECUTIVE OFFICER OF
NAME AND BUSINESS ADDRESS TITLE HUGHES ELECTRONICS CORPORATION
------------------------- ----- -----------------------------------
<S> <C> <C>
200 N. Sepulveda Blvd. consultant
El Segundo, CA 90245
Harry J. Pearce Director Vice Chairman, General Motors
General Motors Corporation Corporation
300 Renaissance Center
Detroit, MI 48243
Eckhard Pfeiffer Director President, CEO and Director,
200 N. Sepulveda Compaq Computer Corporation
El Segundo, CA 90245
Alfred C. Sikes Director President, Hearst Interactive
200 N. Sepulveda Media
El Segundo, CA 90245
John F. Smith, Jr. Director Chairman and Chief Executive
General Motors Corporation Officer, General Motors
300 Renaissance Center Corporation
Detroit, MI 48243
Bernee D.L. Strom Director President, InfoSpace Ventures, LLC
200 N. Sepulveda
El Segundo, CA 90245
G. Richard Wagoner, Jr. Director Chief Executive Officer,
General Motors Corporation President and Director
300 Renaissance Center
Detroit, MI 48243
</TABLE>
DIRECTORS AND EXECUTIVE OFFICERS OF DIRECTV BROADBAND INC.
The name, business address, present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such employment is conducted, of each of the directors and
executive officers of DIRECTV Broadband Inc. is set forth below. Unless
indicated otherwise, each person is a citizen of the United States.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, IF OTHER
THAN AS EXECUTIVE OFFICER OF
NAME AND BUSINESS ADDRESS TITLE DIRECTV BROADBAND INC.
------------------------- ----- -----------------------------------
<S> <C> <C>
Eddy W. Hartenstein Chairman of the Board Senior Executive Vice President,
200 N. Sepulveda Blvd. of Directors Hughes Electronics Corporation
El Segundo, CA 90245
Larry D. Chapman President President, DIRECTV Global
2230 E. Imperial Highway Digital Media, Inc.
El Segundo, CA 90245
Roxanne S. Austin Senior Vice President Senior Vice President and Chief Financial
200 N. Sepulveda Blvd. and Chief Financial Officer, Hughes Electronics Corporation
El Segundo, CA 90245 Officer
Michael J. Gaines Vice President and Vice President and Acting Treasurer,
200 N. Sepulveda Blvd. Treasurer Hughes Electronics Corporation
El Segundo, CA 90245
Steven J. Cox Vice President Executive Vice President,
2230 E. Imperial Highway DIRECTV Global Digital
El Segundo, CA 90245 Media, Inc.
Larry D. Hunter Vice President Vice President,
200 N. Sepulveda Blvd. Hughes Electronics
El Segundo, CA 90245 Corporation
Keith U. Landenberger Vice President and Assistant General Counsel,
200 N. Sepulveda Blvd. General Counsel Hughes Electronics
El Segundo, CA 90245 Corporation
</TABLE>
(Page 13 of 15 Pages)
