SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported) October 28, 2001
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HUGHES ELECTRONICS CORPORATION
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(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 0-26035 52-1106564
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
200 North Sepulveda Boulevard
El Segundo, California 90245
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 662-9688
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ITEM 5. OTHER EVENTS.
On October 28, 2001, General Motors Corporation and its subsidiary Hughes
Electronics Corporation, together with EchoStar Communications Corporation,
announced the signing of definitive agreements that provide for the spin-off of
Hughes from GM and the merger of Hughes with EchoStar. See the press release and
the selected transaction documents identified as exhibits in Item 7 below, each
of which is incorporated herein by reference to the Current Report on Form 8-K
of General Motors Corporation filed on October 31, 2001.
In connection with the proposed transactions, General Motors, Hughes and
EchoStar intend to file relevant materials with the Securities and Exchange
Commission, including one or more Registration Statement(s) on Form S-4 that
contain a prospectus and proxy/consent solicitation statement. Because those
documents will contain important information, holders of GM $1-2/3 and GM Class
H common stock are urged to read them, if and when they become available. When
filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's solicitation of proxies or consents from the holders
of GM $1-2/3 common stock and GM Class H common stock in connection with the
proposed transactions. Information regarding the participants and their interest
in the solicitation of proxies or consents from the holders of GM $1-2/3 common
stock and GM Class H common stock in connection with the proposed transactions
was filed pursuant to Rule 425 with the Securities and Exchange Commission by
each of GM, Hughes and EchoStar on October 29, 2001.
Investors may obtain additional information regarding the interests of the
participants by reading the prospectus and proxy/consent solicitation statement
if and when it becomes available.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
99.1 Press Release, dated October 28, 2001 (incorporated by
reference to Exhibit 99.1 to the Current Report on Form 8-K
of General Motors Corporation, filed on October 31, 2001).
99.2 Agreement and Plan of Merger, dated October 28, 2001, by and
between EchoStar Communications Corporation and Hughes
Electronics Corporation (incorporated by reference to
Exhibit 99.2 to the Current Report on Form 8-K of General
Motors Corporation, filed on October 31, 2001).
99.3 Implementation Agreement, dated October 28, 2001, by and
among General Motors Corporation, Hughes Electronics
Corporation and EchoStar Communications Corporation
(incorporated by reference to Exhibit 99.3 to the Current
Report on Form 8-K of General Motors Corporation, filed on
October 31, 2001).
99.4 Separation Agreement, dated October 28, 2001, by and between
General Motors Corporation and Hughes Electronics
Corporation (incorporated by reference to Exhibit 99.4 to
the Current Report on Form 8-K of General Motors
Corporation, filed on October 31, 2001).
99.5 Stock Purchase Agreement, dated October 28, 2001, by and
among EchoStar Communications Corporation, Hughes
Electronics Corporation, Hughes Communications Galaxy, Inc.,
Hughes Communications Satellite Services, Inc. and Hughes
Communications, Inc. (incorporated by reference to Exhibit
99.5 to the Current Report on Form 8-K of General Motors
Corporation, filed on October 31, 2001).
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SIGNATURE
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.
HUGHES ELECTRONICS CORPORATION
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(Registrant)
Date October 31, 2001
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By /s/ Michael J. Gaines
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Michael J. Gaines
Chief Financial Officer
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