-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I0HrtT313G2xDGDqmxtO+frdQcwGZZjEFfAiOUOkt63YufUE610QZYEtW1ZTR2Qf NaMe05L4chSl6z/jb+swow== 0000898430-01-000005.txt : 20010122 0000898430-01-000005.hdr.sgml : 20010122 ACCESSION NUMBER: 0000898430-01-000005 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010102 GROUP MEMBERS: DIRECTV BROADBAND INC. GROUP MEMBERS: GENERAL MOTORS CORPORATION GROUP MEMBERS: HUGHES ELECTRONICS CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELOCITY DELAWARE INC CENTRAL INDEX KEY: 0001102448 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 770467929 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-60021 FILM NUMBER: 1500781 BUSINESS ADDRESS: STREET 1: 10355 N. DE ANZA BLVD. CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4088636600 FORMER COMPANY: FORMER CONFORMED NAME: TELOCITY INC DATE OF NAME CHANGE: 20000104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUGHES ELECTRONICS CORP CENTRAL INDEX KEY: 0000944868 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 521106564 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 200 N SEPULVEDA BLVD CITY: EL SAGUNDO STATE: CA ZIP: 90245-0956 BUSINESS PHONE: 3106629688 MAIL ADDRESS: STREET 1: 200 N SEPULVEDA BOULEVARD CITY: EL SAGUNDO STATE: CA ZIP: 90245-0956 SC 13D 1 0001.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TELOCITY DELAWARE, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.001 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 87971D - -------------------------------------------------------------------------------- (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) SCHEDULE 13D
- ----------------------------------- --------------------------------- CUSIP No. 87971D Page 2 of 15 - ----------------------------------- --------------------------------- - ------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------
* See Item 5 herein SCHEDULE 13D
- ----------------------------------- --------------------------------- CUSIP No. 87971D Page 3 of 15 - ----------------------------------- --------------------------------- - ------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------
* See Item 5 herein SCHEDULE 13D
- ----------------------------------- --------------------------------- CUSIP No. 87971D Page 4 of 15 - ----------------------------------- --------------------------------- - ------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------
* See Item 5 herein 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) 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) 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) 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) 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) 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.
PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE OFFICER OF NAME AND BUSINESS ADDRESS TITLE GENERAL MOTORS CORPORATION - ------------------------- ----- ----------------------------------- 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
(Page 10 of 15 Pages)
PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE OFFICER OF NAME AND BUSINESS ADDRESS TITLE GENERAL MOTORS CORPORATION - ------------------------- ----- ----------------------------------- 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
(Page 11 of 15 Pages) 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.
PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE OFFICER OF NAME AND BUSINESS ADDRESS TITLE HUGHES ELECTRONICS CORPORATION - ------------------------- ----- ----------------------------------- 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
(Page 12 of 15 Pages)
PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE OFFICER OF NAME AND BUSINESS ADDRESS TITLE HUGHES ELECTRONICS CORPORATION - ------------------------- ----- ----------------------------------- 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
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.
PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE OFFICER OF NAME AND BUSINESS ADDRESS TITLE DIRECTV BROADBAND INC. - ------------------------- ----- ----------------------------------- 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
(Page 13 of 15 Pages) EX-99.1 2 0002.txt JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument. [Signature page follows] (Page 14 of 15 Pages) IN WITNESS WHEREOF, the undersigned have caused this Joint Filing Agreement to be duly and validly executed as of the date first written above. 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 15 of 15 Pages) -----END PRIVACY-ENHANCED MESSAGE-----