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General Motors Corporation
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DEFINITIVE ADDITIONAL MATERIALS
The following pages contain material that will be provided to
employees of Hughes Electronics Corporation ("Hughes Electronics") in an
employee communication to be distributed on or after November 20, 1997. In
addition, such material will appear in the November 21, 1997 edition of the
Hughes Electronics Herald. Such material relates to a series of transactions
involving Hughes Electronics (the "Hughes Transactions"), as more fully
described in the solicitation statement/prospectus (the "Solicitation
Statement/Prospectus") which forms a part of the Registration Statements on Form
S-4 of GM, File No. 333-37215, and HE Holdings, Inc., File No. 333-37223. Please
refer to the Solicitation Statement/Prospectus for additional information on the
Hughes Transactions.
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HUGHES ELECTRONICS HERALD
Hughes Electronics Corporation, Los Angeles, California
November 19, 1997
General Motors is seeking pursuant to a Solicitation Statement/Prospectus
stockholder approval for a series of strategic transactions involving the three
major business segments of Hughes Electronics Corporation: (1) the spin-off of
the defense electronics business of Hughes Electronics to the General Motors
stockholders (which will be followed by a merger of that business with Raytheon
Company), (2) the transfer of Delco Electronics, the automotive electronics
business of Hughes Electronics, back to General Motors (where it will be
combined with Delphi Automotive Systems), and (3) the recapitalization of the
Class H common stock into a new class of General Motors common stock with a
tracking interest in the telecommunications and space business of Hughes
Electronics.
The Solicitation Statement/Prospectus, which describes these transactions
and the issues to be voted on, has been mailed to all General Motors common
stockholders (both Class H and $1 2/3). Employees who indirectly own shares of
Class H common stock through the Hughes Thrift & Savings Plan will receive the
Solicitation Statement/Prospectus from the Plan's trustee along with voting
cards and return envelopes. The Solicitation Statement/Prospectus contains
important information and all stockholders are urged to read it in its entirety.
FREQUENTLY ASKED QUESTIONS
Q. We have heard that GM $1 2/3 stockholders and GMH stockholders will receive
Raytheon stock. How will this work?
A. The answer to this question can be found on Page 5 of the Solicitation
Statement/Prospectus, which provides that:
In the spin-off, GM's common stockholders will receive Class A Common Stock
of Hughes Defense. In the merger of Hughes Defense and Raytheon, this stock
will remain outstanding as Class A Common Stock of New Raytheon (except that
fractional shares will be sold for cash) and Raytheon's common stockholders
will receive Class B Common Stock of New Raytheon.
The Class A Common Stock will represent approximately 30% of the outstanding
equity value of New Raytheon. The Class B Common Stock will represent the
remaining approximately 70% of the outstanding equity value. With respect to
the election of directors of New Raytheon, the Class A Common Stockholders
will possess 80.1% of the voting power. The Class B Common Stockholders will
possess the remaining 19.9% of the voting power in the election of directors.
Each class will vote separately as to all other matters. Except as to voting
rights, the Class A Common Stock and Class B Common Stock will be identical.
Q. How will the amount of Raytheon stock I receive for each share of GM Class H
Common Stock (GMH) that I own be determined?
A. The answer is found on page 5 of the Solicitation Statement/Prospectus, which
provides that:
Based on the Recent Raytheon Stock Price [$51.00 per share, the closing price
of Raytheon Common Stock on November 7, 1997], we estimate that approximately
58.7% of these shares will be distributed to GM Class H Common Stockholders
and approximately 41.3% will be distributed to GM $1 2/3 Common Stockholders.
We refer to the relationship between these amounts as the "Distribution
Ratio."
The Distribution Ratio is a formula that depends on certain variables that
cannot be known precisely until the closing of the Hughes Transactions. The
most significant of these variables is the average closing market price of
Raytheon
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Common Stock during a specified period shortly before the closing. (For
more information, see "Special Factors -- The Distribution Ratio" in
Chapter 3 [of the Solicitation Statement/Prospectus]).
In setting the Distribution Ratio, the GM Board determined that GM Class H
Common Stockholders should receive a portion of the Class A Common Stock
equal to the Class H Fraction to reflect their current tracking stock
interest in Hughes Defense plus an additional amount of Class A Common
Stock to compensate them for relinquishing their current tracking stock
interest in Delco and for the other net effects of the Hughes Transactions.
Q. How many shares of Raytheon Class A Common Stock will I get for each share
of GM Class H Common Stock that I own?
A. The answer to this question is found on Page 6 of the Solicitation
Statement/Prospectus, which provides that:
The following table illustrates the effect the Hughes Transactions would
have on the ownership interests of a holder of one share of each class of
GM common stock, if the relevant market price of Raytheon Common Stock were
equal to the Recent Raytheon Stock Price [$51.00 per share on November 7,
1997].
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Example of Ownership Example of Ownership After
Before the Hughes Transactions the Hughes Transactions
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One share of GM $1 2/3 One share of GM $1 2/3
Common Stock Common Stock
AND
0.05987 shares of Class A
Common Stock with an indicated market
value of $3.05.
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One share of GM Class H One share of New GM
Common Stock Class H Common Stock
AND
0.58836 shares of Class A
Common Stock with an indicated market
value of $30.01.
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For a table showing the distribution of the Class A Common Stock between
the two classes of GM common stock based on a range of Raytheon Common
Stock prices, see "Special Factors -- The Distribution Ratio" in Chapter 3
[of the Solicitation Statement/Prospectus].
Q. What is this New GM Class H Common Stock?
A. The answer to this question is found on Pages 6 and 7 of the Solicitation
Statement/Prospectus, which provides that:
Like the current GM Class H Common Stockholders, the holders of New GM
Class H Common Stock will be stockholders of General Motors, not of Hughes
Electronics. The new GM Class H Common Stock will represent an
approximately 25.6% tracking stock interest in New Hughes Electronics
(based on the Class H Fraction as of September 30, 1997), which will have
one principal business: Hughes Telecom. This will be a more focused
investment than the existing GM Class H Common Stock, which currently
represents an approximately 25.6% tracking stock interest in the three
principal businesses of Hughes Electronics: Hughes Defense, Delco, and
Hughes Telecom.
