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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [_]
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[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[x] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
General Motors Corporation
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(Name of Registrant as Specified In Its Charter)
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Payment of Filing Fee (Check the appropriate box):
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[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
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was paid previously. Identify the previous filing by registration statement
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Notes:
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DEFINITIVE ADDITIONAL MATERIALS
The following page contains a letter in substantially the form that will be
communicated to employees of General Motors Corporation, many of whom hold GM
$1-2/3 Common Stock and GM Class H Common Stock directly and/or through employee
benefit plans. The letter will be distributed on or after December 8, 1997. Such
letter relates to a series of transactions involving Hughes Electronics
Corporation (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 General Motors
Corporation, 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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Dear Colleague,
We need your immediate attention and action on an issue of great importance
to you and your fellow General Motors shareholders.
By now, you should have received a consent form and a solicitation
statement/prospectus dated November 10, 1997, providing information on the
proposed Hughes Transactions as to which the holders of GM $1-2/3 Common Stock
and GM Class H Common Stock are being asked to give their written consent.
Announced last January by GM and Hughes Electronics Corporation, these
transactions are designed to address strategic challenges facing the three
principal businesses of Hughes and to unlock shareholder value at GM. The GM
Board of Directors believes the transactions provide attractive premiums on the
businesses involved as well as greater certainty of achieving value compared to
other alternatives.
Please review the solicitation statement/prospectus carefully before
deciding how your shares should be voted. If you hold shares both directly and
through an employee savings plan, you may receive only one solicitation
statement/prospectus and consent form. This is because GM's transfer agent has
tried (wherever possible) to consolidate each person's stock holdings and to
send to each employee/stockholder only one consent solicitation package. Where
that has been done, your consent form is coded to enable GM's transfer agent to
determine whether you have any shares in an employee savings plan, and if so, to
notify the plan's trustee as to your voting instruction. In such cases, you will
not receive a separate consent form from the trustee of your employee savings
plan. As noted in the solicitation statement/prospectus, shares held in employee
savings plans (other than certain plans, such as the GM Personal Savings Plan
for hourly employees) will generally be voted by the plan trustees in a manner
the trustees believe to be in the best interests of plan participants, if and to
the extent plan participants fail to provide the trustee with their own voting
instructions. GM expects that the plan trustees will vote on or about GM's
target deadline of December 16, 1997. If you need an additional consent form,
please contact: Morrow & Co. at 1-800-566-9058.
We seek approval of the Hughes Transactions described in the solicitation
statement/prospectus from the holders of a majority of the outstanding shares of
GM $1-2/3 Common Stock and GM Class H Common Stock, each voting as a separate
class.
You may wish to read the report by the world's leading provider of proxy
voting and corporate governance services, Institutional Shareholder Services
(ISS), setting forth its analysis of the transactions from the standpoint of GM
stockholders. ISS concludes that both $1-2/3 and Class H stockholders should
vote in favor of the Hughes Transactions. The ISS report will be available on
GM's website under the Investor Information page.
GM, Hughes and Raytheon are working hard to complete these transactions.
Therefore, GM has set a target deadline of December 16, 1997, for receiving
consent from stockholders. To meet this deadline, we urge you to mail in your
consent form as soon as possible to allow us to receive it on or before December
16, 1997. Without a majority vote of both classes of GM common stock, you and
your fellow GM common stockholders and the businesses of GM and Hughes
Electronics Corporation will not be able to participate in the benefits
associated with these transactions.
Sincerely,
John F. Smith, Jr.
Chairman, Chief Executive Officer and President
