DIRECTV GROUP INC FORM 8-K. (Current report filing) Filed 03/16/04 for the Period Ending 03/16/04

Transcription

1 DIRECTV GROUP INC FORM 8-K (Current report filing) Filed 03/16/04 for the Period Ending 03/16/04 Address 2230 EAST IMPERIAL HIGHWAY EL SEGUNDO, CA Telephone CIK Symbol DTV SIC Code Communications Services, Not Elsewhere Classified Industry Broadcasting & Cable TV Sector Technology Fiscal Year 12/31 Copyright 2007, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 16, 2004 THE DIRECTV GROUP, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 2250 EAST IMPERIAL HIGHWAY EL SEGUNDO, CALIFORNIA (Address of Principal Executive offices) (Zip Code) (310) (Registrant's Telephone Number, Including Area Code HUGHES ELECTRONICS CORPORATION (Former Name or Former Address, if changed Since Last Report)

3 ITEM 5. OTHER EVENTS. On March 16, 2004, Hughes Electronics Corporation changed its corporate name to "The DIRECTV Group, Inc." and, effective on March 17, 2004, its New York Stock Exchange ticker symbol will change to "DTV". The CUSIP number for The DIRECTV Group, Inc.'s common stock will be 25459L A copy of the Certificate of Ownership and Merger of The DIRECTV Group, Inc. with and into Hughes Electronics Corporation and a copy of the press release announcing this name change are attached hereto as Exhibits 3.1 and 99.1, respectively, and are incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits Exhibit No. Exhibit Certificate of Ownership and Merger 99.1 Press Release, dated March 16,

4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. THE DIRECTV GROUP, INC. Date: March 16, 2004 By: /s/ Larry D. Hunter Name: Larry D. Hunter Title: Executive Vice President, General Counsel and Secretary 3

5 EXHIBIT INDEX Exhibit No. Exhibit Certificate of Ownership and Merger 99.1 Press Release, dated March 16,

6 Exhibit 3.1 CERTIFICATE OF OWNERSHIP AND MERGER OF The DIRECTV Group, Inc. WITH AND INTO Hughes Electronics Corporation (UNDER SECTION 253 OF THE DELAWARE GENERAL CORPORATE LAW) It is hereby certified that: 1. Hughes Electronics Corporation (the "Corporation") is a corporation of the State of Delaware. 2. The Corporation is the owner of all of the outstanding shares of capital stock of The DIRECTV Group, Inc., a Delaware corporation (the "Subsidiary"). 3. The Corporation hereby agrees to merge the Subsidiary with and into the Corporation (the "Merger"). 4. The following are resolutions adopted by the Board of Directors of the Corporation on March 16, 2004: I. "Approval of Merger of The DIRECTV Group, Inc. with and into the Corporation RESOLVED, that the Merger shall be effective at the time (the "Effective Time") of the filing of the Certificate of Ownership and Merger with the Secretary of State of the State of Delaware; and RESOLVED, that pursuant to Section 259 of the DGCL, at the Effective Time, the separate existence of the Subsidiary shall cease, and the Corporation shall continue its existence as the surviving corporation of the Merger; and RESOLVED, that the appropriate officers of the Corporation be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf the Corporation, to execute and cause to be filed a Certificate of Ownership and Merger with respect to the Merger with the Secretary of the State of Delaware; and

7 II. Change of corporate name RESOLVED, that, in connection with the Merger, the Board deems it desirable, advisable and in the best interest of the Corporation and its stockholders to change its corporate name to The DIRECTV Group, Inc., which name change will be effective at the Effective Time; and RESOLVED, that the proper officers of the Corporation be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Corporation, to take such additional action and to execute, deliver, file, certify and record such additional documents and instruments as any of them may deem necessary or appropriate to implement the provisions of the foregoing resolutions, including the filing of any documents which the Corporation or its counsel deems to be necessary, advisable or appropriate." 5. The Corporation, in connection with the Merger and as the surviving corporation of the Merger, hereby changes its corporate name (the "Name Change") to The DIRECTV Group, Inc. and Article I of the Corporation's Amended and Restated Certificate of Incorporation is hereby amended and restated to read as follows: "Article I. The name of the corporation (hereinafter called the "Corporation") is: The DIRECTV Group, Inc." 6. The Merger and the Name Change shall be effective at the time of the filing of this Certificate of Ownership and Merger with the Secretary of State of the State of Delaware. IN WITNESS WHEREOF, the undersigned has hereunto signed this Certificate of Ownership and Merger as of the 16th day of March HUGHES ELECTRONICS CORPORATION By: /s/ Janet L. Williamson Name: Janet L. Williamson Title: Assistant Secretary

8 Exhibit 99.1 [The Directv Group, Inc. logo] [Hughes logo] Contact: Bob Marsocci HUGHES CHANGES COMPANY NAME TO 'THE DIRECTV GROUP, INC.' EL SEGUNDO, CALIF., MARCH 16, Hughes Electronics Corporation announced that effective today, it has changed its company name to "The DIRECTV Group, Inc." In addition, the Company has changed its ticker symbol on the New York Stock Exchange to "DTV," from the current "HS" symbol, and will commence trading under the new name and symbol beginning tomorrow. President and Chief Executive Officer Chase Carey said, "The future of this company is centered on DIRECTV and DIRECTV will drive both our strategy and shareholder value going forward. Our new name better reflects our commitment to building our business around DIRECTV, the established leader in digital multichannel television service in the United States. With more than 12.2 million customers, the DIRECTV name and brand resonates with consumers and this name change reaffirms and reinforces that our future lies with this business." The company's business units, DIRECTV, Inc., Hughes Network Systems, DIRECTV Latin America and PanAmSat, will remain units of The DIRECTV Group, Inc. In conjunction with its name change, The DIRECTV Group will have a new corporate logo. In addition, the company's Web site URL has changed to "directv.com." News Corporation completed its acquisition of 34 percent of Hughes common stock last December. - MORE -

9 HUGHES CHANGES NAME TO THE DIRECTV GROUP, INC. PAGE 2 The DIRECTV Group, Inc. (NYSE: DTV) formerly Hughes Electronics Corp. (NYSE: HS), is a world-leading provider of digital multichannel television entertainment, broadband satellite networks and services, and global video and data broadcasting. The DIRECTV Group is 34 percent owned by Fox Entertainment Group, which is approximately 82 percent owned by News Corporation Ltd. ###