This excerpt taken from the DTV 8-K filed May 18, 2006.
On May 17, 2006, The DIRECTV Group, Inc., or DIRECTV, entered into an agreement to purchase a total of 15.5 million shares of its common stock, at $17.12 per share in cash, from the General Motors Special Hourly Employees Pension Trust and the General Motors Special Salaried Employees Pension Trust (collectively, the GM Plans). The United States Trust Company, National Association, acting as Trustee, executed this agreement on behalf of the GM Plans.
The transaction is expected to be completed on May 24, 2006. DIRECTV will use available cash or cash equivalents for this transaction. After completion of this transaction, the GM Plans will hold an aggregate of slightly less than 100 million shares of DIRECTV common stock, which will represent approximately 8.0% of the then outstanding shares. As a result, pursuant to the First Amended and Restated Registration Rights Agreement, dated as of March 12, 2003, by and among DIRECTV (as successor to certain rights and obligations of General Motors Corporation pursuant to the Succession Agreement, dated December 22, 2003) and the Trustee as trustee of each of the GM Plans (the Agreement), the GM Plans are now permitted to transfer shares without registration under the Securities Act of 1933, as amended (the Securities Act), pursuant to Rule 144(k) issued under the Securities Act, subject to certain limitations in the Agreement.
On February 7, 2006, the Board of Directors of DIRECTV approved a share repurchase program which authorized DIRECTV to spend up to $3.0 billion to repurchase outstanding shares of DIRECTV common stock. Through May 17, 2006, and including the purchase agreed to with the GM Plans described above, DIRECTV has repurchased approximately 141.5 million shares for $2.24 billion at an average price of $15.80 per share.
Attached as Exhibit 99.1 is a press release issued by DIRECTV with regard to the above described transaction.
This excerpt taken from the DTV 8-K filed Feb 10, 2006.
ITEM 8.01. Other Events.
On February 7, 2006, the Companys Board of Directors approved a stock purchase program. Under the program, the Company is authorized to acquire from time to time up to $3 billion of the Companys outstanding shares of common stock. The repurchases are to be made in the open market or through negotiated transactions. The timing, amount and nature of such transactions, whether open market or negotiated, will depend on a variety of factors, including market conditions. The program may be suspended, discontinued or accelerated at any time.
The preceding paragraph contains statements that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results or developments may differ materially from those in such forward-looking statements as a result of various factors, including financial community and rating agency perceptions of the Company and its business, operations, financial condition and the industry in which it operates and the factors described in the Companys filings with the Securities and Exchange Commission, including the sections entitled Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations contained therein. The Company disclaims any obligation to update any forward-looking statements contained herein.
This excerpt taken from the DTV 8-K filed Dec 9, 2005.
ITEM 8.01. Other Events.
The following information was inadvertently omitted from the DIRECTV Group, Inc. (the Company) Proxy Statement for the 2005 Annual Meeting of Stockholders;
1. The DIRECTV Code of Ethics and Business Conduct is available on the Companys web site, at www.directv.com, and is available in print form to any stockholder who requests it.
2. The procedure by which an interested party can communicate to a non-management director is as follows:
Stockholder Access to Non-Management Directors
The Nominating and Corporate Governance Committee has adopted the procedures set forth below by which stockholders and other interested persons with concerns regarding the Company may communicate directly with the Chairman of the Nominating and Corporate Governance Committee or all non-management directors as a group. The Committee has appointed Janet Williamson (email@example.com or 1-800-860-4031) to act as agent for this purpose.
(1) Following receipt of a communication, the agent shall consult with the General Counsel to determine if the communication should be directed to the Ethics Officer for disposition in accordance with the Companys Procedure for Handling Ethics Complaints (Ethics Procedure) and/or should be provided to the Chairman of the Nominating and Corporate Governance Committee for disposition as provided below.
(2) Based on the outcome of the above, the agent shall:
Provide the communication to the Ethics Officer for processing in accordance with the Ethics Procedure and notify the Chairman of the Committee that she has done so; or
Provide the actual communication, or a summary thereof (as approved by the General Counsel), to the Committee Chairman.
(3) Following receipt of any communication or summary, the Committee Chairman, in consultation with the General Counsel or independent legal counsel, as the Committee Chairman deems appropriate, will determine whether the communication or summary shall be given to all non-management directors and whether such material or other information will be given to management directors.
(4) In any case, the agent shall retain copies of all such communications and make such communications available to non-management directors, or to management directors, as directed by the Chairman of the Committee.
3. One of the members of the Audit Committee simultaneously serves on the audit committee of more than three public companies. The Board of Directors has determined that such simultaneous service will not impair the ability of such member to effectively serve on the Companys Audit Committee.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.