Fox Entertainment Group Inc, et al. – ‘SC 13D’ on 12/24/03 re: Directv Group Inc

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             16±    68K 

Document Table of Contents

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SCHEDULE 13D  
(Rule 13d-101)  

SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  

Under the Securities Exchange Act of 1934 

HUGHES ELECTRONICS CORPORATION  
------------------------------------------------------------------------------- 
(Name of Issuer)  

Common Stock, par value $0.01 per share 
------------------------------------------------------------------------------- 
(Title of Class of Securities)  

444418 10 7 
------------------------------------------------------------------------------- 
(CUSIP Number)  
Arthur M. Siskind, Esq. 
The News Corporation Limited  
c/o News America Incorporated 
1211 Avenue of the Americas 
New York, New York 10036  
(212) 852-7000  
------------------------------------------------------------------------------- 
(Name, Address and Telephone Number of Person Authorized to Receive   
Notices and Communications)   

Copy To:  
Howard L. Ellin, Esq. 
Skadden, Arps, Slate, Meagher & Flom LLP  
Four Times Square 
New York, NY 10036  
(212) 735-3000  

December 22, 2003 
------------------------------------------------------------------------------- 
(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 the subject of this Schedule 13D, and is        
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the  
following box following box. |_|                                                

Note: Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other     
parties to whom copies are to be sent.                                          

*The remainder of this cover page shall be filled out for a reporting person's  
initial filing on this form with respect to the subject class of securities,    
and for any subsequent amendment containing information which would alter       
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be       
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange   
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of  
the Act but shall be subject to all other provisions of the Act (however, see   
the notes).                                                                     

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CUSIP NO. 444418 10 7            SCHEDULE 13D                                   

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1       NAME OF REPORTING PERSONS S.S.                                
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON          

The News Corporation Limited                          

------------------------------------------------------------------------------- 
  2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a)  |_|
                                                                  (b)  |_|

------------------------------------------------------------------------------- 
3       SEC USE ONLY                                                  

------------------------------------------------------------------------------- 
4       SOURCE OF FUNDS*                                              

WC                                                    
------------------------------------------------------------------------------- 
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED          
PURSUANT TO ITEMS 2(d) OR 2(e)                   |_|  

------------------------------------------------------------------------------- 
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

Australia                                             
------------------------------------------------------------------------------- 
        7      SOLE VOTING POWER
                        470,420,752 - Common Stock
        NUMBER OF             ------------------------------------------------
SHARES                8      SHARED VOTING POWER            
BENEFICIALLY                    0                                 
        OWNED BY               -----------------------------------------------
EACH                 9      SOLE DISPOSITIVE POWER        
REPORTING                     470,420,752 - Common Stock      
         PERSON                -----------------------------------------------
WITH                 10     SHARED DISPOSITIVE POWER      
0 
------------------------------------------------------------------------------- 
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON        
470,420,752 - Common Stock                            

------------------------------------------------------------------------------- 
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES         
      CERTAIN SHARES*                                          |_|
------------------------------------------------------------------------------- 
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             
34% of Common Stock                                   

------------------------------------------------------------------------------- 
14       TYPE OF REPORTING PERSON*                                      
CO                                                    

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CUSIP NO. 444418 10 7             SCHEDULE 13D                                  

------------------------------------------------------------------------------- 
1       NAME OF REPORTING PERSONS S.S.                                
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON          

Fox Entertainment Group, Inc.                         
------------------------------------------------------------------------------- 
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  |_| 
                                                            (b)  |_|

------------------------------------------------------------------------------- 
3       SEC USE ONLY                                                  

------------------------------------------------------------------------------- 
4       SOURCE OF FUNDS*                                              
OO                                                    

------------------------------------------------------------------------------- 
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED          
        PURSUANT TO ITEMS 2(d) OR 2(e)                             |_|

------------------------------------------------------------------------------- 
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          
Delaware, United States of America                    

------------------------------------------------------------------------------- 
        7      SOLE VOTING POWER
                        470,420,752 - Common Stock
        NUMBER OF              -----------------------------------------------
SHARES                8      SHARED VOTING POWER            
BENEFICIALLY                    0                                 
        OWNED BY               -----------------------------------------------
EACH                                                      
REPORTING              9      SOLE DISPOSITIVE POWER          
PERSON                       470,420,752 - Common Stock     
          WITH                 -----------------------------------------------
               10     SHARED DISPOSITIVE POWER
0 
------------------------------------------------------------------------------- 
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON        
470,420,752 - Common Stock                            

------------------------------------------------------------------------------- 
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES         
CERTAIN SHARES*                                  |_|  

------------------------------------------------------------------------------- 
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             
34% of Common Stock                                   

------------------------------------------------------------------------------- 
14       TYPE OF REPORTING PERSON*                                      
CO                                                    

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CUSIP NO. 444418 10 7             SCHEDULE 13D                                  

------------------------------------------------------------------------------- 
1       NAME OF REPORTING PERSONS S.S.                                
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON          

K. Rupert Murdoch                                     

------------------------------------------------------------------------------- 
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  |_|  
                                                          (b)  |_|

------------------------------------------------------------------------------- 
3       SEC USE ONLY                                                  

------------------------------------------------------------------------------- 
4       SOURCE OF FUNDS*                                              
Not Applicable                                        

------------------------------------------------------------------------------- 
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED          
PURSUANT TO ITEMS 2(d) OR 2(e)                   |_|  

------------------------------------------------------------------------------- 
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          
United States of America                              

------------------------------------------------------------------------------- 
        7      SOLE VOTING POWER
                        470,420,752 - Common Stock
        NUMBER OF              -----------------------------------------------
SHARES                8      SHARED VOTING POWER            
BENEFICIALLY                    0                                 
        OWNED BY               -----------------------------------------------
EACH                 9      SOLE DISPOSITIVE POWER        
REPORTING                     470,420,752 - Common Stock      
         PERSON                -----------------------------------------------
WITH                 10     SHARED DISPOSITIVE POWER      
0 

------------------------------------------------------------------------------- 
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON        
470,420,752 - Common Stock                            

------------------------------------------------------------------------------- 
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES         
CERTAIN SHARES*                                  |_|  

------------------------------------------------------------------------------- 
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             
34% of Common Stock                                   

------------------------------------------------------------------------------- 
14       TYPE OF REPORTING PERSON*                                      
IN                                                    

------------------------------------------------------------------------------- 

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CUSIP NO. 444418 10 7             SCHEDULE 13D                                  

Item 1.  Security and Issuer.                                                   

    The class of equity securities to which this statement on Schedule
13D (the "Statement") relates is the Common Stock, par value $0.01 per share    
(the "Common Stock") of Hughes Electronics Corporation, a Delaware corporation  
(the "Issuer"). The principal executive offices of the Issuer are located at    
2250 E. Imperial Highway, El Segundo, California 90245.                         

Item 2.  Identity and Background.                                               

   This Statement is being filed by (i) The News Corporation Limited
("News Corporation"), an Australia corporation with its principal executive     
offices located at 2 Holt Street, Surry Hills, New South Wales 2010,            
Australia, (ii) Fox Entertainment Group, Inc. ("FEG"), a Delaware corporation,  
with its principal executive offices at 1211 Avenue of the Americas, New York,  
New York 10036, and (iii) K. Rupert Murdoch, a United States citizen, with his  
business address at 1211 Avenue of the Americas, New York, New York 10036.      

    News Corporation, FEG and K. Rupert Murdoch are referred to herein
collectively as the "Reporting Persons." The name, residence or business        
address, principal occupation or employment and the name, principal business,   
and address of any corporation or other organization in which such employment   
is conducted with respect to each director and executive officer of the         
Reporting Persons are set forth in Schedule 1 attached hereto, which is         
incorporated herein by reference. To the knowledge of the Reporting Persons,    
each of the persons named on Schedule 1 (the "Schedule 1 Persons") is a United  
States citizen unless otherwise indicated.                                      

News Corporation is a diversified international media and     
entertainment company with operations in eight industry segments, including     
filmed entertainment, television, cable network programming, direct broadcast   
satellite television, magazines and inserts, newspapers, book publishing and    
other. The activities of News Corporation are conducted principally in the      
United States, the United Kingdom, Italy, Asia, Australia and the Pacific       
Basin.                                                                          

  Approximately 30% of the ordinary shares of News Corporation are
owned by (1) K. Rupert Murdoch, (2) Cruden Investments Pty. Limited, a private  
Australian investment company owned by Mr. Murdoch, members of his family and   
various corporations and trusts, the beneficiaries of which include Mr.         
Murdoch, members of his family and certain charities, and (3) corporations      
controlled by trustees of settlements and trusts set up for the benefit of the  
Murdoch family, certain charities and other persons. By virtue of the shares    
of News Corporation owned by such persons and entities, and Mr. Murdoch's       
positions as Chairman and Chief Executive of News Corporation, and Chairman     
and Chief Executive Officer of FEG, Mr. Murdoch may be deemed to control the    
operations of News Corporation and FEG.                                         

 FEG, an indirect subsidiary of News Corporation, is principally
engaged in the development, production and worldwide distribution of feature    
films and television programs, television broadcasting and cable network        
programming. News Corporation owns approximately 82% of the equity and 97% of   
the voting power of FEG.                                                        

      During the last five years, none of the Reporting Persons or, to the
best of the knowledge of the Reporting Persons, none of the Schedule 1 Persons  
has (i) been convicted in a criminal proceeding (excluding minor traffic        
violations or similar misdemeanors), or (ii) been a party to a civil            
proceeding of a judicial or administrative body of competent jurisdiction a     
result of which it 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 violations with respect to  
such laws.                                                                      

Item 3.  Source and Amount of Funds or Other Consideration.                     

On December 22, 2003, News Corporation consummated a series of
transactions whereby FEG acquired 470,420,752 shares of Common Stock,           
representing 34% of the outstanding Common Stock. Pursuant to the Stock         
Purchase Agreement, dated April 9, 2003, as amended, by and among News          
Corporation, the Issuer and General Motors Corporation ("GM"), News Publishing  
Australia Limited, a wholly owned subsidiary of News Corporation ("NPAL")       
acquired 274,319,607 shares of Class B Common Stock, par value $0.01, of the    
Issuer from GM in exchange for 28,574,776 Preferred American Depositary Shares  
of News Corporation ("Preferred ADSs") and approximately $3.1 billion in cash   
(the "GM / News Stock Sale"). Immediately thereafter, pursuant to the           
Agreement and Plan of Merger, dated as of April 9, 2003, as amended, by and     
between News Corporation, GMH Merger Sub, Inc. ("GMH Merger Sub") and Issuer,   
GMH Merger Sub merged with and into Issuer with Issuer surviving (the           
"Merger"). As a result of the Merger, NPAL acquired an additional 196,101,145   
shares of Common Stock; in exchange therefor, Issuer's shareholders retained    
approximately .8232 of each share of Common Stock that they owned and received  
an aggregate of 102,135,359 Preferred ADSs. The cash purchase price paid to GM  
was from cash on hand at News Corporation. Immediately after the Merger, all    
shares of Class B Common Stock were automatically converted into shares of      
Common Stock.                                                                   

Immediately after consummation of the Merger, pursuant to the 
Transfer Agreement, dated as of April 9, 2003, by and among News Corporation,   
NPAL, News America Incorporated, Fox Entertainment Group Holdings, Inc., and    
FEG, NPAL transferred the entire 34% interest that it owned in the Issuer to    
FEG (through a series of inter-company transfers) in exchange for two           
promissory notes totaling $4.5 billion and approximately 74.5 million shares    
in FEG valued at $27.99 per share. As a result of the transfer, News            
Corporation's indirect equity interest in FEG increased from approximately      
80.6% to approximately 82.0% and its voting power remained at approximately     
97%.                                                                            

       The foregoing descriptions of the Stock Purchase Agreement, Agreement
and Plan of Merger, Transfer Agreement and the transactions related thereto,    
are qualified in their entirety by reference to each such agreement, copies of  
which are attached hereto as exhibits and are incorporated herein by            
reference.                                                                      

Item 4.  Purpose of Transaction.                                                

  News Corporation entered into the transactions described herein,
which provided for the acquisition of 34% of the outstanding Common Stock,      
primarily in order to acquire an interest in a television distribution          
business in the United States and to complement its existing ownership of       
worldwide interests in direct-to-home television services.                      

See Items 3 and 6, which are incorporated by reference herein 

Item 5.  Interest in Securities of the Issuer.                                  

       FEG is the record and beneficial owner of an aggregate of 470,420,752
shares of Common Stock, representing a 34% interest in the Issuer ("FEG Owned   
Shares"). News Corporation is the beneficial owner of FEG Owned Shares by       
virtue of its holding approximately 82% of the equity and 97% of the voting     
power of FEG. By reason of the ordinary shares of News Corporation owned by     
(i) Mr. Murdoch, (ii) Cruden Investments Pty. Limited, a private Australian     
investment company owned by Mr. Murdoch, members of his family and certain      
charities and (iii) corporations, including a subsidiary of Cruden, which are   
controlled by trustees of settlements and trusts set up for the benefit of the  
Murdoch family, certain charities and other persons, and Mr. Murdoch's          
positions as Chairman and Chief Executive of News Corporation and Chairman and  
Chief Executive Officer of FEG, Mr. Murdoch may be deemed to control the        
operations of News Corporation and FEG. For purposes of computing the           
percentage of beneficial ownership of the Reporting Persons, the total number   
of shares of Common Stock considered to be outstanding is 1,383,590,449.        

   Other than as stated herein, no transactions were effected by the
Reporting Persons in the Common Stock during the 60 days preceding the date     
hereof.                                                                         

Item 6.  Contracts, Arrangements, Understandings or Relationships with          
Respect to Securities of the Issuer.                          

As of the date of this filing, the Issuer's Board of Directors
consisted of eleven members. Under the certificate of incorporation and         
by-laws of the Issuer that were adopted in connection with the consummation of  
the transactions described herein, the Issuer's Board of Directors is required  
to consist of a majority of "independent" directors until such time as the      
"standstill" provisions in the new certificate of incorporation of the Issuer   
described below no longer apply.                                                

 Following the consummation of the transactions, pursuant to the
transaction agreements, Mr. Murdoch, the current Chairman of the Board of       
Directors and Chief Executive of News Corporation, was appointed Chairman of    
the Issuer, and Chase Carey, a director of, and an advisor to News Corporation  
prior to the transaction , was appointed Director, President and Chief          
Executive Officer of the Issuer. In addition, Mr. Peter Chernin, Executive      
Director and President of News Corporation, and Mr. David DeVoe, Executive      
Director, Senior Executive Vice President and Chief Financial Officer of News   
Corporation, were appointed to the Board of Directors of the Issuer.            

    The Issuer's certificate of incorporation contains restrictions on
the transfer of the Issuer's capital stock during the first year after          
completion of the transactions described herein. The excess stock provision of  
the Issuer's certificate of incorporation provides that, subject to certain     
exceptions, during the first year after completion of the transactions, no      
person may acquire, actually or constructively by virtue of certain of the      
attribution provisions of the Internal Revenue Code (the "Code"), any shares    
of the Issuer's capital stock which would cause such person to own, actually    
or constructively, 10% or more of any class of the Issuer's capital stock.      
This restriction did not apply to News Corporation's acquisition of 34% of the  
Issuer in the transactions described herein but will prevent News Corporation   
(and other persons treated as related to News Corporation under the Issuer's    
certificate of incorporation) from acquiring any additional shares, actually    
or constructively by virtue of certain of the attribution provisions of the     
Code, during the one-year period after completion of the transactions.          

   The Issuer's certificate of incorporation contains a "standstill"
provision that will prohibit the News group, which includes News Corporation,   
its subsidiaries, Cruden Investments Pty. Limited, Mr. Murdoch, certain         
persons that are related to Mr. Murdoch and certain trusts for the benefit of   
Mr. Murdoch, from collectively owning 50% or more of the Issuer's outstanding   
voting securities. This prohibition does not apply if:                          

   o     any member of the News group commences a tender or exchange
            offer for all of the Issuer's outstanding voting securities or
    enters into an agreement to acquire all of such voting
           securities pursuant to a merger or other business combination
transaction with the Issuer;                      

o     the News group acquires shares in a transaction that is 
  approved by an affirmative vote of a majority of the
          independent directors of the Issuer's Board of Directors; or

   o     a person that is not affiliated with any member of the News
            group acquires, or has announced its intention to acquire, 25%
          or more of the Issuer's outstanding voting securities or has
          announced its intention to effect a merger or other business
          combination transaction with the Issuer as a result of which
            such party would become the beneficial owner of 25% or more of
            the outstanding voting securities of the corporation surviving
       the merger or business combination, which merger or other
             business combination has been approved by the Issuer's Board of
Directors.                                        

This standstill provision will cease to apply if:             

     o     a majority of the independent directors of the Issuer's Board
of Directors so determines;                       

       o     the News group acquires 50% or more of the Issuer's outstanding
      voting securities in a tender or exchange offer, merger,
             business combination transaction or other transaction under the
     circumstances described in the first two bullets above;

       o     the News group acquires 80% or more of the Issuer's outstanding
voting securities; or                             

       o     any of Mr. Murdoch, Mr. Carey, Mr. Chernin or Mr. DeVoe (or any
       of their successors specified by a majority of these four
    directors or their successors) is not nominated by the
            nominating/ corporate governance committee for election to the
             Issuer's Board of Directors at any annual or special meeting of
             stockholders where such director's class of directors is up for
      election, or ceases to be a director between stockholder
            meetings and the nominating/ corporate governance committee of
            the Issuer's Board of Directors fails to appoint as a director
           to fill the vacancy a person that was specified by a majority
            of these four directors (or their successors), unless, at such
time:                                             

            o  the News group owns, in the aggregate, less than 17% of the
Issuer's outstanding voting securities; or  

     o  the wholly owned subsidiary of News Corporation that
               acquires the Issuer's common stock at the completion of the
               transactions has disposed of, in the aggregate, 25% or more
               of the securities acquired the GM / News Stock Sale and the
Merger.                                     

See Item 3, which is incorporated by reference herein         

Except as described in this Statement, the Reporting Persons  
presently have no contracts, arrangements, understandings or relationships      
with any other person with respect to any securities of the Issuer, including   
but not limited to the transfer or voting of any shares of Common Stock,        
finder's fees, joint ventures, loans or option arrangements, puts or calls,     
guarantees of profits, division of profits or loss or the giving or             
withholding of proxies.                                                         

Item 7.  Material to be Filed as Exhibits.                                      

1. Joint Filing Agreement of Schedule 13D.                    

      2. Stock Purchase Agreement, dated as of April 9, 2003, by and among
The News Corporation Limited, Hughes Electronics Corporation and General        
Motors Corporation, incorporated by reference to Exhibit A to the Current       
Report on Form 6-K, SEC File No. 001-09141, of The News Corporation Limited,    
filed on April 14, 2003 (the "6-K").                                            

       3. Amendment No. 1 to the Stock Purchase Agreement, dated as of April
25, 2003, by and among The News Corporation Limited, Hughes Electronics         
Corporation and General Motors Corporation, incorporated by reference to        
Exhibit 2.2 to the Registration Statement on Form F-4, Registration No.         
333-105853, of The News Corporation Limited, filed on June 5, 2003.             

 4. Amendment No. 2 to the Stock Purchase Agreement, dated as of
August 20, 2003, by and among The News Corporation Limited, Hughes Electronics  
Corporation and General Motors Corporation, incorporated by reference to        
Exhibit 2.7 to Amendment No. 2 to the Registration Statement on Form F-4,       
Registration No. 333-105853, of The News Corporation Limited, filed on August   
21, 2003 ( "Amendment No. 2 to the F-4").                                       

 5. Letter Agreement, dated August 15, 2003, by and among Hughes
Electronics Corporation, The News Corporation Limited, GMH Merger Sub, Inc.     
and General Motors Corporation, incorporated by reference to Exhibit 2.6 to     
Amendment No. 2 to the F-4.                                                     

    6. Agreement and Plan of Merger, dated as of April 9, 2003, by and
among Hughes Electronics Corporation, The News Corporation Limited and GMH      
Merger Sub, Inc., incorporated by reference to Exhibit B to the 6-K.            

     7. Amendment No. 1 to the Agreement and Plan of Merger, dated as of
July 16, 2003, by and among Hughes Electronics Corporation, The News            
Corporation Limited and GMH Merger Sub, Inc., incorporated by reference to      
Exhibit 2.5 to Amendment No. 1 to the Registration Statement on Form F-4,       
Registration No. 333-105853, of The News Corporation Limited, filed on July     
24, 2003.                                                                       

    8. Separation Agreement, dated as of April 9, 2003, by and between
General Motors Corporation and Hughes Electronics Corporation, incorporated by  
reference to Exhibit C to the 6-K.                                              

9. Amended and Restated Certificate of Incorporation of Hughes
Electronics Corporation, incorporated by reference to Exhibit 99.2 to the       
Current Report on Form 8-K, SEC File No. 0-26035, of Hughes Electronics         
Corporation, filed on December 22, 2003 ("Hughes 8-K").                         

10. By-laws of Hughes Electronics Corporation, incorporated by
reference to Exhibit 99.3 to the Hughes 8-K.                                    

      11. Transfer Agreement, dated as of April 9, 2003, by and among News
Corporation, NPAL, News America Incorporated, Fox Entertainment Group           
Holdings, Inc., and FEG, incorporated by reference to Exhibit 99.1 to the       
Current Report on Form 8-K, SEC File No. 001-14595 of Fox Entertainment Group,  
filed on May 7, 2003.                                                           

   12. Letter Agreement, dated as of December 16, 2003, by and among
Hughes Electronics Corporation, The News Corporation Limited and GMH Merger     
Sub, Inc.                                                                       

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SIGNATURES  

      After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Schedule 13D is true,          
complete and correct.                                                           

Dated:  December 22, 2003                                                       

                            The News Corporation Limited

                  /s/ Arthur Siskind
                                    ------------------------------------

                             Fox Entertainment Group, Inc.

                  /s/ Arthur Siskind
                                    ------------------------------------

                 K. Rupert Murdoch

                     /s/ K. Rupert Murdoch
                                    ------------------------------------

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SCHEDULE I  

The name, business address and present principal occupation or
employment of each of the executive officers and directors of the Reporting     
Persons:                                                                        

THE NEWS CORPORATION LIMITED  

Geoffrey C. Bible                                                               
Principal, Wagga Enterprises                                                    
Non-Executive Director                                                          
c/o News America Incorporated                                                   
1211 Avenue of the Americas                                                     
New York, NY  10036                                                             

Chase Carey                                                                     
President and Chief Executive Officer, Hughes Electronics Corporation           
c/o News America Incorporated                                                   
1211 Avenue of the Americas                                                     
New York, NY  10036                                                             

Peter Chernin                                                                   
President and Chief Operating Officer, The News Corporation Limited             
c/o Fox Entertainment Group, Inc.                                               
10201 West Pico Blvd.                                                           
Los Angeles, CA  90035                                                          

Ken Cowley(1)                                                                   
Chairman, Independent Newspapers Ltd.                                           
Non-Executive Director, The News Corporation Limited                            
c/o The News Corporation Limited                                                
2 Holt Street                                                                   
Surry Hills, NSW  2010                                                          
Australia                                                                       

David F. DeVoe                                                                  
Sr. Exec. Vice President and Chief Financial Officer, The News Corporation      
Limited c/o News America Incorporated 1211 Avenue of the Americas               
New York, NY  10036                                                             

Rod Eddington(2)                                                                
CEO, British Airways plc                                                        
Non-Executive Director, The News Corporation Limited                            
c/o News America Incorporated                                                   
1211 Avenue of the Americas                                                     
New York, NY  10036                                                             

Andrew Knight(3) UK                                                             
Non-Executive Director, Rothschild Investment Trust Capital Partners plc        
Non-Executive Director, The News Corporation Limited                            
c/o News America Incorporated                                                   
1211 Avenue of the Americas                                                     
New York, NY  10036                                                             

Graham Kraehe(4)                                                                
Chairman, BHP Steel Limited                                                     
Non-Executive Director, The News Corporation Limited                            
c/o The News Corporation Limited                                                
2 Holt Street                                                                   
Surry Hills, NSW  2010                                                          
Australia                                                                       

K.R. Murdoch                                                                    
Chairman and Chief Executive, The News Corporation Limited                      
c/o News America Incorporated                                                   
1211 Avenue of the Americas                                                     
New York, NY  10036                                                             

Lachlan Murdoch                                                                 
Deputy Chief Operating Officer, The News Corporation Limited                    
c/o News America Incorporated                                                   
1211 Avenue of the Americas                                                     
New York, NY  10036                                                             

Thomas J. Perkins                                                               
Principal, Kleiner Perkins Caufield & Byers                                     
Non-Executive Director, The News Corporation Limited                            
c/o News America Incorporated                                                   
1211 Avenue of the Americas                                                     
New York, NY  10036                                                             

Stanley S. Shuman                                                               
Managing Director, Allen & Company LLC                                          
Non-Executive Director, The News Corporation Limited                            
c/o News America Incorporated                                                   
1211 Avenue of the Americas                                                     
New York, NY  10036                                                             

Arthur M. Siskind                                                               
Sr. Exec. Vice President and Group General Counsel, The News Corporation        
Limited c/o News America Incorporated 1211 Avenue of the Americas               
New York, NY  10036                                                             

------------                                                                    
1 Citizen of Australia                                                          
2 Citizen of Australia                                                          
3 Citizen of the United Kingdom                                                 
4 Citizen of Australia                                                          

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FOX ENTERTAINMENT GROUP, INC. ("FEG") 
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS 

Peter Chernin                                                                   
Director, President and Chief Operating Officer, The News Corporation Limited   
President and Chief Operating Officer, FEG                                      
c/o FEG                                                                         
10201 West Pico Blvd.                                                           
Los Angeles, CA  90035                                                          

Christos Cotsakos                                                               
Managing Partner, Pennington Ventures LLC                                       
Director, FEG                                                                   
c/o FEG                                                                         
1211 Avenue of the Americas                                                     
New York, New York  10036                                                       

David F. DeVoe                                                                  
Sr. Exec. VP and Chief Financial Officer, The News Corporation Limited Senior   
Executive Vice President and Chief Financial Officer, FEG                       
c/o FEG                                                                         
1211 Avenue of the Americas                                                     
New York, New York  10036                                                       

Thomas W. Jones                                                                 
Chairman and Chief Executive Officer, Global Investment Management and          
Asset Group, Citigroup                                                          
Director, FEG                                                                   
c/o FEG                                                                         
1211 Avenue of the Americas                                                     
New York, New York  10036                                                       

Lachlan Murdoch                                                                 
Deputy Chief Operating Officer, The News Corporation Limited                    
c/o News America Incorporated                                                   
1211 Avenue of the Americas                                                     
New York, New York  10036                                                       

K.R. Murdoch                                                                    
Chairman and Chief Executive, The News Corporation Limited                      
Chairman and Chief Executive Officer, FEG                                       
c/o FEG                                                                         
1211 Avenue of the Americas                                                     
New York, New York  10036                                                       

Peter J. Powers                                                                 
President and Chief Executive Officer, Powers Global Strategies, LLC            
Director, FEG                                                                   
c/o FEG                                                                         
1211 Avenue of the Americas                                                     
New York, New York  10036                                                       

Arthur M. Siskind                                                               
Sr. Exec. VP and Group General Counsel, The News Corporation Limited            
Sr. Exec. VP and General Counsel, FEG                                           
c/o FEG                                                                         
1211 Avenue of the Americas                                                     
New York, NY  10036                                                             

SC 13D
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EXHIBIT A                                                                       

JOINT FILING AGREEMENT  

We, the signatories of the statement on Schedule 13D filed with respect to the  
Common Stock of the Issuer, to which this Agreement is attached, hereby agree   
that such statement is, and any amendments thereto filed by any of us will be,  
filed on behalf of each of us pursuant to and in accordance with the            
provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934.             

Dated:   December 22, 2003                                                      

                                      The News Corporation Limited

                            /s/ Arthur Siskind
                                            ----------------------------------

                                       Fox Entertainment Group, Inc.

                            /s/ Arthur Siskind
                                            ----------------------------------

                           K. Rupert Murdoch

                               /s/ K. Rupert Murdoch
                                            ----------------------------------

SC 13D
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EXHIBIT 12                                                                      

December 16, 2003                                                               

The News Corporation Limited                                                    
1211 Avenue of the Americas                                                     
New York, NY  10036                                                             

GMH Merger Sub, Inc.                                                            
1211 Avenue of the Americas                                                     
New York, NY  10036                                                             

Dear Sirs:                                                                      

Consistent with the provisions of Section 15 of the Agreement and Plan of       
Merger by and among Hughes Electronics Corporation, The News Corporation        
Limited and GMH Merger Sub, Inc. (the "Merger Agreement") and Exhibit A to the  
Merger Agreement, this letter will confirm that the parties have reached        
mutual agreement on those matters deferred in Exhibit A. Specifically, the      
parties have agreed to the following:                                           

1.    The independent director to be determined by mutual agreement at a later  
date is Ralph F. Boyd, Jr.                                          

2.    The composition of committees of the Board is as follows:                 

Audit Committee                                                     

James M Cornelius, Chairman                 
Ralph F. Boyd, Jr.                          
Peter A Lund                                

Compensation Committee                                              

John L. Thornton, Chairman                  
Charles R. Lee                              
Peter A. Lund                               

Nominating/Corporate Governance Committee                           

John L. Thornton, Chairman                  
Ralph F. Boyd, Jr.                          
Charles R. Lee                              

3.    The class designations for the Board are as follows:                      

Class I Directors                                                   

K. Rupert Murdoch                           
Neil R. Austrian                            
Charles R. Lee                              

Class II Directors                                                  

Ralph F. Boyd, Jr.                          
James M. Cornelius                          
David F. DeVoe                              
Eddy W. Hartenstein                         

Class III Directors                                                 

Chase Carey                                 
Peter F. Chernin                            
Peter A. Lund                               
John L. Thornton                            

Please confirm your agreement by executing the acknowledgement below.           

                                 Very truly yours,

                                   /s/ Larry D. Hunter
                                            ----------------------------
                               Larry D. Hunter
                                         Senior Vice President and
                               General Counsel

Acknowledged and confirmed:                                                     

The News Corporation Limited                                                    

/s/ Arthur M. Siskind                                                           
---------------------------------                                               
Arthur M. Siskind                                                               
Director                                                                        

GMH Merger Sub, Inc.                                                            

/s/ Arthur M. Siskind                                                           
---------------------------------                                               
Arthur M. Siskind                                                               
Senior Executive Vice President                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		12/24/03							4,  SC 13D
		12/22/03		1		9			3,  4,  425,  8-A12B,  8-K
		12/16/03		5		10
		8/21/03		5					S-4/A
		8/20/03		5					424B3
		8/15/03		5
		7/24/03		5					8-K,  S-4/A
		7/16/03		5					8-K
		6/5/03		5					425,  S-4
		5/7/03		5					8-K
		4/25/03		5
		4/14/03		5					425,  8-K
		4/9/03		5					425,  8-K
									List all Filings