As filed with the Securities and Exchange Commission on May 11, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HUGHES ELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 52-1106564
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 North Sepulveda Boulevard
El Segundo, California 90245
(310) 662-9985
(Address, including zip code, and telephone number,
including area code, of registrants' principal executive office)
Marcy J.K. Tiffany, Esq.
Hughes Electronics Corporation
200 North Sepulveda Boulevard
El Segundo, California 90245
(310) 662-9985
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
With a copy to:
Frederick S. Green, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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NY2:\457972\04\9TDG04!.DOC\53356.0069
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act"), other than securities
offered only in connection with dividend or interest reinvestment plans, please
check the following box: [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(c) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Maximum Amount of
Title of Each Class of Securities to be Registered Aggregate Registration
Offering Price (1) Fee (2)
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<S> <C> <C>
Debt Securities (3) $2,000,000,000 (4) $556,000 (4)
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</TABLE>
(1) The proposed maximum aggregate offering price per security will be
determined by us from time to time in connection with the issuance of the
securities.
(2) Calculated pursuant to Rule 457(o) under the Securities Act.
(3) Subject to note (4) below, we are registering an indeterminate principal
amount of debt securities as may be sold, from time to time. If any debt
securities are issued at an original issue discount, then the aggregate
offering price will be in an aggregate principal amount at maturity as
would result in aggregate gross proceeds received by us not to exceed
$2.0 billion less the gross proceeds attributable to any securities
previously issued pursuant to this registration statement.
(4) In no event will the aggregate offering price of all securities issued
from time to time pursuant to this Registration Statement exceed $2.0
billion. The securities registered by this registration statement may be
sold separately or as units with other securities.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject to completion, dated May 11, 1999
PRELIMINARY PROSPECTUS
$2,000,000,000
HUGHES ELECTRONICS CORPORATION
DEBT SECURITIES
We intend to offer and sell from time to time, in one or more series,
debt securities in amounts, at prices and on terms to be determined by market
conditions at the time of the offering. We will not use this prospectus to sell
debt securities with an aggregate offering price of more than $2.0 billion.
We will provide specific terms for the securities we offer in
supplements to this prospectus, including:
o designation;
o aggregate principal amount or aggregate initial offering price;
o maturity;
o rate and times of payment of interest, if any; and
o other specific terms.
YOU SHOULD READ THIS PROSPECTUS AND THE RELATED SUPPLEMENTS TO THIS
PROSPECTUS CAREFULLY BEFORE YOU INVEST IN THE SECURITIES.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------------
This prospectus may not be used to consummate sales of securities
unless accompanied by a prospectus supplement.
This prospectus is dated ______________, 1999.
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TABLE OF CONTENTS
PAGE
ABOUT THIS PROSPECTUS...................................................3
WHERE YOU CAN FIND MORE INFORMATION.....................................3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.........................3
FORWARD-LOOKING STATEMENTS..............................................4
WHO WE ARE..............................................................5
RATIO OF EARNINGS TO FIXED CHARGES......................................5
USE OF PROCEEDS.........................................................5
DESCRIPTION OF THE DEBT SECURITIES......................................6
PLAN OF DISTRIBUTION...................................................14
LEGAL MATTERS..........................................................14
EXPERTS................................................................15
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Commission utilizing a "shelf" registration process. Under this shelf
registration process, we may sell the securities described in this prospectus in
one or more offerings up to a total dollar amount of $2.0 billion. This
prospectus provides you with a general description of the securities we intend
to offer. Each time we sell securities we will provide a prospectus supplement
that will contain specific information about the terms of the offering and the
securities. The prospectus supplement may also add, update or change information
contained in this prospectus. Any statement that we make in this prospectus will
be modified or superseded by any inconsistent statement made by us in a
prospectus supplement. You should read both this prospectus and the related
prospectus supplements together with additional information described under the
heading "Where You Can Find More Information" and the information we incorporate
by reference in this prospectus described under the heading "Incorporation of
Certain Documents by Reference."
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934. As a result, we file reports and other information with
the Securities and Exchange Commission. You may read and copy the reports and
other information we file with the Commission at the Commission's public
reference facilities at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. You may obtain information on the operation of the
public reference facilities by calling the Commission at 1-800-SEC-0330. You may
also obtain information about us from the following regional offices of the
Commission: 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7
World Trade Center, 13th Floor, New York, New York 10048. Copies of these
materials can be obtained at prescribed rates. Our filings with the Commission
are also available on the Commission's home page on the Internet at
http://www.sec.gov.
We have filed with the Commission a registration statement on Form S-3.
This prospectus, which is a part of the registration statement, omits certain
information contained in the registration statement. Statements made in this
prospectus as to the contents of any contract, agreement or other document are
not necessarily complete. With respect to each contract, agreement or other
document filed as an exhibit to the registration statement, we refer you to that
exhibit for a more complete description of the matter involved, and each
statement is deemed qualified in its entirety to that reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" the information
we file with the Commission. This permits us to disclose important information
to you by referencing these filed documents. We incorporate by reference in this
prospectus our Registration Statement on Form 10 (Registration No. 0-26035),
filed with the Commission on May 11, 1999.
We also incorporate by reference all documents filed pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
prospectus and prior to the termination of this offering.
We will promptly provide without charge to you, upon written or oral
request, a copy of any or all of the documents incorporated by reference in this
prospectus, other than exhibits to those documents, unless the exhibits are
specifically incorporated by reference in those documents. Requests should be
directed to Hughes Electronics Corporation, 200 North Sepulveda Boulevard, El
Segundo, California 90245, Attention: Corporate Secretary.
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FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in this
prospectus may contain certain "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements generally can be
identified by use of statements that include phrases such as we "believe,"
"expect," anticipate," "intend," "plan," "foresee" or other similar words or
phrases. Similarly, statements that describe our objectives, plans or goals also
are forward-looking statements. All of these forward-looking statements are
subject to certain risks and uncertainties that could cause our actual results
to differ materially from those contemplated by the relevant forward-looking
statement. For discussion of these risks, uncertainties and assumptions, see the
applicable prospectus supplement pertaining to any debt securities offered by
this prospectus and our periodic reports. Potential investors and other readers
are urged to consider these factors carefully in evaluating the forward-looking
statements. The forward-looking statements included in this prospectus are made
only as of the date of this prospectus and we undertake no obligation to
publicly update these forward-looking statements to reflect subsequent events or
circumstances.
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WHO WE ARE
We are a leading worldwide provider of satellite-based video, data and
telephony services and manufacturer of communications satellites and wireless
and other telecommunications equipment. We conduct our operations as follows:
o DIRECT-TO-HOME BROADCAST: Our direct-to-home broadcast segment
consists of the operations of DIRECTV Enterprises, Inc., Galaxy Latin
America and DIRECTV Japan. DIRECTV Enterprises is the first
high-powered, all digital direct-to-home television distribution
service in North America. Galaxy Latin America is the first
direct-to-home television distribution service available in Latin
America. DIRECTV Japan offers direct-to-home service with a number of
unique local Japanese programs and major U.S. programming channels.
o SATELLITE SERVICES: Our satellite services segment consists of our 81%
interest in PanAmSat Corporation which is a leading provider of
commercial satellite services in the domestic and international
markets.
o SPACEWAY: Our planned satellite-based broadband communications
platform is expected to provide customers with high-speed two-way
multimedia transmission on a more cost-efficient basis than current
systems beginning in 2002. Spaceway currently is not a separately
reported business segment.
o NETWORK SYSTEMS: Our network systems segment consists of the
operations of Hughes Network Systems which is a provider of a broad
range of satellite and ground-based telecommunications products and
services.
o SATELLITE SYSTEMS: Our satellite systems segment consists of the
operations of Hughes Space and Communications Company which is a
leading provider of communications satellites based on the number of
satellites in service and recently awarded contracts
We are a wholly-owned subsidiary of General Motors Corporation. General
Motors is primarily engaged in the automotive and satellite and wireless
communications industries.
Please refer to our Form 10 for a more detailed business description.
Our address is 200 North Sepulveda Boulevard, El Segundo, California
90245 and our telephone number is (310) 662-9985.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges was 3.06, 3.84, 3.21, 1.77 and
2.46 for the fiscal years ended December 31, 1998, 1997, 1996, 1995 and 1994,
respectively. The ratio of earnings to fixed charges has been computed by
dividing earnings before income taxes and fixed charges by the fixed charges.
This ratio includes the earnings and fixed charges of Hughes Electronics
Corporation and its consolidated subsidiaries; fixed charges consist of interest
and related charges on debt, interest capitalized in the period and the portion
of rentals for real and personal properties in an amount deemed to be
representative of the interest factor.
USE OF PROCEEDS
Unless otherwise provided in a prospectus supplement, we will use the
net proceeds from the sale of the securities offered by this prospectus and the
related prospectus supplements for our general corporate purposes, which may
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include repayment of indebtedness, acquisitions, working capital and capital
expenditures.
DESCRIPTION OF THE DEBT SECURITIES
We may offer the debt securities from time to time as senior debt or
subordinated debt. The debt securities will be issued under an indenture that we
will enter into with the party to be named in a prospectus supplement as trustee
under the indenture. The terms of the indenture are also governed by certain
provisions of the Trust Indenture Act of 1939.
The debt securities may be issued from time to time in one or more
series. The particular terms of each series which are offered by a prospectus
supplement will be described in the related prospectus supplement.
We have summarized the material terms of the indenture below. The form
of the indenture has been filed as an exhibit to the registration statement. See
"Where You Can Find More Information." You should read the indenture for
provisions that may be important to you. Whenever we refer in this prospectus or
in the related prospectus supplement to particular sections or defined terms
contained in the indenture, those sections or defined terms are incorporated by
reference in this prospectus or the related prospectus supplement, as
applicable.
GENERAL
The indenture will provide that debt securities in separate series may
be issued by us from time to time without limitation as to aggregate principal
amount. We may specify a maximum aggregate principal amount for the debt
securities of any series. We will determine the terms and conditions of the debt
securities, including the maturity, principal and interest, but those terms must
be consistent with the indenture. The debt securities will be unsecured
obligations of our company.
A prospectus supplement will set forth the following terms of, and
information relating to, the debt securities:
(1) the title of the debt securities;
(2) whether the debt securities are senior debt securities or
subordinated debt securities and, if subordinated debt
securities, the subordination terms relating to those securities;
(3) whether any of our subsidiaries will provide guarantees of the
debt securities;
(4) the aggregate principal amount of the debt securities (or
principal amount at maturity);
(5) the dates on which the principal amount of the debt securities
will be payable;
(6) the interest rate, if any, which the debt securities will bear
and the interest payment dates for the debt securities (or the
date on which the debt securities accrete interest);
(7) the places where payments on the debt securities will be payable;
(8) any terms upon which the debt securities may be redeemed, in
whole or in part, at our option;
(9) any provisions that would obligate us to deposit money in an
account for the benefit of the holder of the debt securities for
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payments of principal and interest on the debt securities or
other provisions that would obligate us to repurchase or
otherwise redeem the debt securities;
(10) the portion of the principal amount, if less than all, of the
debt securities which will be payable upon declaration of
acceleration of the maturity of the debt securities;
(11) whether the debt securities are defeasible;
(12) any addition to or change in the events of default;
(13) the date or dates on which the debt securities may be converted
or exchanged at the option of the holder into other securities of
our company;
(14) any addition to or change in the covenants in the indenture
applicable to any of the debt securities; and
(15) any other terms of the debt securities not inconsistent with the
provisions of the indenture.
If a series of debt securities is denominated in a currency or currency
unit other than United States dollars, the prospectus supplement will specify
the denomination in which the debt securities will be issued and the coin or
currency in which the principal and any premium or interest on those debt
securities will be payable. In addition, special United States federal income
tax or other considerations applicable to any debt securities which are
denominated in a currency or currency unit other than United States dollars may
be described in the applicable prospectus supplement.
The debt securities may be sold at a substantial discount below their
principal amount. Special United States federal income tax considerations
applicable to debt securities sold at an original issue discount may be
described in the applicable prospectus supplement.
FORM, EXCHANGE AND TRANSFER
The debt securities of each series may be issued in fully registered or
bearer form, without coupons, and, unless otherwise specified in the applicable
prospectus supplement, only in denominations of $1,000 and integral multiples of
$1,000.
Subject to the terms of the indenture and the limitations applicable to
global securities, debt securities may be presented for exchange or for
registration of transfer, endorsed or with the form of transfer endorsed on the
securities executed, at the office of the security registrar or at the office of
any transfer agent designated by us for this purpose. No service charge will be
made for any registration of transfer or exchange of debt securities, but we may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection with that transfer or exchange. The security
registrar or transfer agent, will make the transfer or exchange when it is
satisfied with the documents of title and identity of the person making the
request. The security registrar and or transfer agent initially designated by us
for any debt securities will be named in the applicable prospectus supplement.
We may at any time designate additional transfer agents or rescind the
designation of any transfer agent or approve a change in the office through
which any transfer agent acts. We will always be required to maintain a transfer
agent in each place of payment for the debt securities of each series.
If we decide to partially redeem the debt securities of any series (or
of any series and specified terms), we will:
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(1) issue, register the transfer of or exchange those debt securities
being redeemed at the opening of business the day after we mail
the notice of redemption with respect to those debt securities
selected for redemption; and
(2) register the transfer of or exchange those debt securities
selected for redemption.
We will describe any material United States federal income tax
consequences specifically applicable to any debt securities and/or their plan of
distribution in the prospectus supplement relating to those debt securities.
MERGER, CONSOLIDATION AND SALE OF ASSETS
The indenture will provide that we may not consolidate with or merge
into, or convey, transfer or lease our properties and assets substantially as an
entirety to any Person (as defined in the indenture), and may not permit any
Person to merge into, or convey, transfer or lease its properties and assets
substantially as an entirety to us, unless:
(1) the successor Person, if any, is a corporation, partnership,
trust or other entity organized and validly existing under the
laws of the United States and assumes our obligations on the debt
securities and under the indenture;
(2) immediately after giving effect to the transaction, no event of
default, and no event which, after notice or lapse of time or
both, would become an event of default, shall have occurred and
be continuing; and
(3) certain other conditions, including any additional conditions
with respect to any particular debt securities specified in the
applicable prospectus supplement, are met.
These provisions apply only to a merger or consolidation in which we
are not the surviving corporation and to sales, conveyances, leases and
transfers by us as transferor or lessor.
If we consolidate with or merge into any other Person or we sell,
convey, transfer or lease our properties and assets substantially as an entirety
to any Person in accordance with the preceding paragraph, the successor Person
formed by the consolidation or merger or to which the sale, conveyance, transfer
or lease is made will be substituted for us under the indenture with the same
effect as if the successor Person had originally executed the indenture. In the
event of any conveyance or transfer other than in the case of a lease, we will
be discharged of all of our obligations and covenants under the indenture and
the debt securities.
EVENTS OF DEFAULT
Unless otherwise specified in the prospectus supplement, each of the
following will constitute an event of default under the indenture with respect
to debt securities of any series:
(1) failure to pay principal of, or any premium on, any debt security
of that series when due for a continuous period of five or more
days, whether or not, in the case of subordinated debt
securities, the payment is prohibited by the subordination
provisions of the indenture;
(2) failure to pay any interest on any debt securities of that series
when due for a continuous period of 60 days, whether or not, in
the case of subordinated debt securities, the payment is
prohibited by the subordination provisions of the indenture;
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(3) if a separate account is established to make principal and
interest payments on debt securities of any series, failure to
deposit any required payment, when due for a continuous period of
five or more days, in respect of any debt security of that
series, whether or not, in the case of subordinated debt
securities, the deposit is prohibited by the subordination
provisions of the indenture;
(4) failure to perform or comply with the provisions described under
"Merger, Consolidation and Sale of Assets";
(5) failure to perform any of our other covenants in the indenture,
other than a covenant included in the indenture solely for the
benefit of a series other than that series, for a continuous
period of 90 days after written notice has been given by the
Trustee, or the holders of at least 25% in principal amount of
the outstanding debt securities of that series, as provided in
the indenture;
(6) certain events of bankruptcy, insolvency or reorganization
affecting us;
(7) in the case of debt securities guaranteed by any of our
subsidiaries, the guarantee of that subsidiary is held by a final
non-appealable order or judgment of a court of competent
jurisdiction to be unenforceable or invalid or ceases for any
reason to be in full force and effect, other than in accordance
with the terms of the indenture, or any subsidiary guarantor or
any Person acting on behalf of any subsidiary guarantor denies or
disaffirms the subsidiary guarantor's obligations under its
guarantee other than by reason of a release of the subsidiary
guarantor from its guarantee in accordance with the terms of the
indenture; and
(8) any other event of default provided with respect to debt
securities of that series.
If an event of default described in clauses (1) through (5), (7) or (8)
with respect to the debt securities of any series at the time outstanding shall
occur and be continuing, either the Trustee or the holders of not less than 25%
in aggregate principal amount of the outstanding debt securities of that series
by notice as provided in the indenture may declare the principal amount of the
debt securities of that series to be due and payable immediately. If the debt
security is an original issue discount debt security or the principal amount of
the debt security is not then determinable, that portion of the principal amount
of the debt security, or other amount instead of the principal amount, as may be
specified in the terms of the debt security will become due and payable
immediately.
If an event of default described in clause (6) above with respect to
the debt securities of any series at the time outstanding shall occur and be
continuing, the principal amount of all the debt securities of that series, or,
in the case of any original issue discount security or other debt security, the
specified amount, will automatically, and without any action by the Trustee or
any holder, become immediately due and payable. After any acceleration, but
before a judgment or decree based on that acceleration, the holders of a
majority in aggregate principal amount of the outstanding debt securities of
that series may, under certain circumstances, rescind and annul that
acceleration if all events of default, other than the non-payment of accelerated
principal or interest, or other specified amount, have been cured or waived as
provided in the indenture.
Subject to the sections of the indenture relating to the duties of the
Trustee, if an event of default shall occur and be continuing, the Trustee will
be under no obligation to exercise any of its rights or powers under the
indenture at the request or direction of any of the holders, unless those
holders shall have offered to the Trustee reasonable indemnity. Subject to the
provisions for the indemnification of the Trustee, the holders of a majority in
aggregate principal amount of the outstanding debt securities of any series will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
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conferred on the Trustee with respect to the debt securities of that series.
No holder of a debt security of any series will have any right to
institute any proceeding with respect to the indenture, or for the appointment
of a receiver or a trustee, or for any other remedy provided by the indenture,
unless:
(1) the holder has previously given to the Trustee written notice of
a continuing event of default with respect to the debt securities
of that series;
(2) the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series have made written
request, and those holders have offered reasonable indemnity, to
the Trustee to institute the proceeding as trustee; and
(3) the Trustee has failed to institute the proceeding, and has not
received from the holders of a majority in aggregate principal
amount of the outstanding debt securities of that series a
direction inconsistent with that request, within 60 days after
that notice, request and offer.
These limitations do not apply to a suit instituted by a holder of a
debt security for the enforcement of payment of the principal of or any premium
or interest on a debt security on or after the applicable due date specified in
the debt security.
Within 90 days after any default with respect to debt securities of any
series, the Trustee will transmit in the manner and to the extent provided in
Section 313(c) of the Trust Indenture Act, notice of those defaults known to the
Trustee, unless a default shall have been cured or waived. In the case of a
default in the payment of the principal of, or any premium on, or interest on
any debt securities of that series, or in the payment of any installment into a
separate account established for the payment of principal and interest on debt
securities of any series with respect to debt securities of that series, the
Trustee will be protected in withholding this notice if and so long as the
Trustee in good faith determines that the withholding of the notice is in the
interest of the holders of debt securities of the applicable series.
We will be required to furnish to the Trustee annually a statement by
certain of our officers as to whether or not, to the knowledge of those
officers, we are in default in the performance or observance of any of the
terms, provisions and conditions of the indenture and, if so, specifying all
known defaults.
We are required to deliver to the Trustee, within 120 days after the
end of each fiscal year, a brief certificate of our compliance with all of the
conditions and covenants under the indenture.
MODIFICATION AND WAIVER
The indenture will provide that modifications and amendments may be
made by us and the Trustee with the consent of the holders of a majority in
aggregate principal amount of the outstanding debt securities of each series
affected by the modification or amendment. We may not modify or amend any of the
following provisions of the indenture, without the consent of the holder of each
outstanding debt security affected by the modification or amendment:
(1) change the stated maturity of the principal of, or any
installment of principal of or interest on, any debt security;
(2) reduce the principal amount of, or any premium or interest on,
any debt security;
(3) reduce the amount of principal of an original issue discount
security or any other debt security payable upon acceleration of
the maturity of that security;
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(4) change the place or currency of payment of principal of, or any
premium or interest on, any debt security;
(5) impair the right to institute suit for the enforcement of any
payment on or with respect to any debt security;
(6) in the case of subordinated debt securities, modify the
subordination provisions in a manner adverse to the holders of
the subordinated debt securities;
(7) except as provided in the indenture, release the subsidiary
guarantee of a subsidiary guarantor;
(8) reduce the percentage in principal amount of outstanding debt
securities of any series, the consent of whose holders is
required for modification or amendment of the indenture;
(9) reduce the percentage in principal amount of outstanding debt
securities of any series necessary for waiver of compliance with
certain provisions of the indenture or for waiver of certain
defaults; or
(10) modify those provisions with respect to modification and waiver.
The holders of a majority in principal amount of the outstanding debt
securities of any series may waive our compliance with certain restrictive
provisions of the indenture and may waive certain past defaults under the
indenture. Those holders may not waive a default in the payment of principal,
premium or interest on the debt securities and may not waive our compliance with
certain covenants and provisions of the indenture without the consent of the
holder of each outstanding debt security of any series affected.
LEGAL DEFEASANCE OR COVENANT DEFEASANCE
The indenture will provide that we may elect, at any time, to terminate
all of our obligations under the debt securities of a particular series and the
indenture, except for certain obligations, including those relating to the
defeasance trust and obligations to register the transfer or exchange of the
debt securities of that series, to replace mutilated, destroyed, lost or stolen
debt securities of that series and to maintain a registrar and paying agent in
respect of the debt securities of that series. We refer to this as "legal
defeasance." We may also elect, at any time, to terminate our obligations under
certain material covenants with respect to a particular series of debt
securities. We refer to this as "covenant defeasance."
In order to exercise our defeasance options with respect to debt
securities of any series, we must irrevocably deposit in trust for the benefit
of the holders of those debt securities money or certain U.S. government
obligations, or both for the payment of principal of, premium, if any, and
interest on those debt securities of that series to maturity or redemption. We
must comply with certain other conditions, including delivery to the Trustee of
an opinion of counsel to the effect that the holders of those debt securities
will not recognize income, gain or loss for federal income tax purposes as a
result of that defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
the defeasance had not occurred. In the case of legal defeasance only, the
opinion of counsel must be based on a ruling of the Internal Revenue Service or
other change in applicable federal income tax law.
SATISFACTION AND DISCHARGE
The indenture will provide that we may request the Trustee to execute
proper instruments acknowledging satisfaction and discharge of the indenture
with respect to any series of debt securities when:
11
<PAGE>
(1) either:
(A) all previously authenticated and delivered debt securities of the
series to be discharged have been delivered to the Trustee for
cancellation, other than the following debt securities:
(a) securities in bearer form surrendered for exchange for
"registered securities" and maturing after the exchange,
whose surrender is not required or has been waived, as
provided in the indenture,
(b) debt securities which have been destroyed, lost or stolen
and which have been replaced or paid, as provided in the
indenture,
(c) coupons appertaining to debt securities called for
redemption and maturing after the relevant redemption date,
whose surrender has been waived, as provided in the
indenture, and
(d) debt securities for whose payment money has been deposited
in trust with the Trustee or any paying agent or segregated
and held in trust by us but was returned to us prior to
cancellation, as provided in the indenture;
or
(B) all debt securities of the series to be discharged:
(a) have become due and payable,
(b) will become due and payable at their stated maturity within
one year, or
(c) if redeemable at our option, are to be called for redemption
within one year under arrangements reasonably satisfactory
to the Trustee for the giving of notice of redemption by the
Trustee in our name, and at our expense,
and we, in the case of (B)(a), (b) or (c) above, have irrevocably
deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose an amount, in the currency in which the debt
securities of the series to be discharged are payable or in U.S.
government obligations, sufficient to pay and discharge the entire
indebtedness on any debt securities still outstanding, for principal,
any premium, and interest to the date of the deposit, in the case of
debt securities which have become due and payable, or to the stated
maturity or redemption date; and
(2) we have paid or caused to be paid all other sums payable by us under
the indenture; and
(3) we have delivered to the Trustee an officers' certificate and an
opinion of counsel, each stating that all conditions precedent
provided for relating to the satisfaction and discharge of the
indenture as to the series to be discharged have been satisfied.
12
<PAGE>
GOVERNING LAW
The indenture and the debt securities will be governed by and construed
in accordance with the laws of the State of New York. The indenture is subject
to the provisions of the Trust Indenture Act that are required to be a part of
the indenture and shall, to the extent applicable, be governed by those
provisions.
13
<PAGE>
PLAN OF DISTRIBUTION
We may sell the debt securities being offered by this prospectus
through agents, underwriters, dealers or remarketing firms.
Offers to purchase debt securities may be solicited by agents
designated by us from time to time. Any agent who may be deemed to be an
underwriter, as that term is defined in the Securities Act, involved in the
offer or sale of the debt securities in respect of which this prospectus is
delivered will be named, and any commissions payable by us to that agent will be
set forth, in a prospectus supplement. The agent will be acting on a reasonable
efforts basis for the period of its appointment or, if indicated in the
applicable prospectus supplement, on a firm commitment basis. Agents may be
entitled under agreements which may be entered into with us to indemnification
by us against certain civil liabilities, including liabilities under the
Securities Act, and may be customers of, engage in transactions with or perform
services for us in the ordinary course of business.
If any underwriters are utilized in any sale of the debt securities in
respect of which this prospectus is delivered, we will enter into an
underwriting agreement with those underwriters at the time of sale to them and
the names of the underwriters and the terms of the transaction will be set forth
in the prospectus supplement, which will be used by the underwriters to make
resales of the debt securities. The underwriters may be entitled, under the
relevant underwriting agreement, to indemnification by us against certain civil
liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services for us in the
ordinary course of business.
If a dealer is utilized in any sale of the debt securities, we will
sell the debt securities to the dealer, as principal. The dealer may then resell
those debt securities to the public at varying prices to be determined by the
dealer at the time of resale. Dealers may be entitled to indemnification by us
against certain civil liabilities, including liabilities under the Securities
Act, and may be customers of, engage in transactions with or perform services
for us in the ordinary course of business.
Securities may also be offered and sold, if so indicated in the
prospectus supplement, in connection with a remarketing upon their purchase, in
accordance with their terms, by one or more firms ("remarketing firms"), acting
as principals for their own accounts or as our agents. Any remarketing firm will
be identified and the terms of its agreement, if any, with us and its
compensation will be described in the prospectus supplement. Remarketing firms
may be entitled under agreements which may be entered into with us to
indemnification by us against certain civil liabilities, including liabilities
under the Securities Act, and may be customers of, engage in transactions with
or perform services for us in the ordinary course of business.
If so indicated in the applicable prospectus supplement, we will
authorize agents, underwriters or dealers to solicit offers by certain
purchasers to purchase debt securities from us, at the public offering price set
forth in the prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. These
contracts will be subject to only those conditions set forth in the prospectus
supplement, and the prospectus supplement will set forth the commission payable
for solicitation of such offers.
LEGAL MATTERS
The validity of the debt securities offered by this prospectus has been
passed upon for us by Weil, Gotshal & Manges LLP, New York, New York. Certain
legal matters in connection with offerings made by this prospectus may be passed
upon for any underwriters, dealers or agents by counsel named in the applicable
prospectus supplement.
14
<PAGE>
EXPERTS
The consolidated financial statements of Hughes Electronics Corporation
incorporated in this prospectus by reference from its Registration Statement on
Form 10 filed with the Securities and Exchange Commission on May 11, 1999, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and has been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
The consolidated financial statements and schedule of PRIMESTAR, Inc.
and subsidiaries as of December 31, 1998 and 1997, and for each of the years in
the three-year period ended December 31, 1998 have been incorporated by
reference in this prospectus in reliance upon the report dated April 15, 1999 of
KPMG LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
The consolidated financial statements and schedule of TCI Satellite
Entertainment Inc. and subsidiaries as of December 31, 1998 and 1997, and for
each of the years in the three-year period ended December 31, 1998 have been
incorporated by reference in this prospectus in reliance upon the report dated
April 15, 1999 of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
The consolidated financial statements of United States Satellite
Broadcasting Company, Inc. incorporated by reference in this prospectus have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said report.
15
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Expenses in connection with the issuance and distribution of the
securities being registered are estimated (other than with respect to the SEC
registration fee) to be as follows:
SEC registration fee ............................ $ 556,000
*Trustee's expenses ............................
*Accounting fees and expenses ..................
*Legal fees and expenses .......................
*Miscellaneous....................................
----------
*Total...................................... $
- --------------------------
*To be provided by amendment
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
We are a Delaware corporation. Subsection (b)(7) of Section 102 of the
Delaware General Corporation Law (the "DGCL") enables a corporation in its
original certificate of incorporation or an amendment thereto to eliminate or
limit the personal liability of a director to the corporation or its
stockholders for monetary damages for violations of the director's fiduciary
duty, except (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions) or
(iv) for any transaction from which a director derived an improper personal
benefit. Article __ of our Amended and Restated Certificate of Incorporation and
Article VI of our Bylaws provides that our directors and officers shall not be
personally liable to the corporation or its stockholders for monetary damages if
a director or officer acts in good faith and in a manner he reasonably believes
to be in or not opposed to our best interests and provides for indemnification
of our officers and directors to the full extent permitted by applicable law.
Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with that action, suit or proceeding provided that the
director or officer acted in good faith in a manner reasonably believed to be
in, or not opposed to, the best interests of the corporation, and, with respect
to any criminal action or proceeding, provided further that the director or
officer has no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that the person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of the action or suit
provided that the director or officer acted in good faith and in a manner he
II-1
<PAGE>
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which the director or officer shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which the action or suit was brought shall determine
upon application that despite the adjudication of liability but in view of all
of the circumstances of the case, the director or officer is fairly and
reasonably entitled to indemnity for the expenses which the Court of Chancery or
other court shall deem proper.
Section 145 further provides that (i) to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; and (ii) indemnification and advancement of expenses
provided for, by, or granted pursuant to, Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled. In
addition, Section 145 empowers the corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him or
incurred by him in any of those capacities, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against those liabilities under Section 145.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission that indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against those liabilities (other
than the payment by us of expenses incurred or paid by one of our directors,
officers or controlling persons in the successful defense of any action, suit or
proceeding) is asserted by any director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether indemnification by us is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of this issue.
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<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Exhibit Number Exhibit Description
- -------------- -------------------
**1.1 Form of Debt Securities Purchase Agreement.
**4.1 Form of Indenture to be entered between the Company
and a trustee to be named.
**5 Opinion of Weil, Gotshal & Manges LLP.
*12 Statement regarding computation of ratio of earnings
to fixed charges.
*23.1 Consent of Deloitte & Touche LLP.
*23.2 Consent of KPMG LLP (PRIMESTAR, Inc.)
*23.3 Consent of KPMG LLP (TCI Satellite Entertainment
Inc.)
*23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Weil, Gotshal & Manges LLP (to be included
in the Opinion filed as Exhibit 5).
24 Power of Attorney (included on signature page to
Registration Statement).
- ------------------------
* Filed herewith.
** To be filed by amendment.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of a prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
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<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement, to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of El Segundo, State of California, on May 11,
1999.
HUGHES ELECTRONICS CORPORATION
By: /s/ Roxanne S. Austin
--------------------------------------
Name: Roxanne S. Austin
Title: Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose name appears below
hereby constitutes Roxanne S. Austin and Michael J. Gaines such person's true
and lawful attorney, with full power of substitution to sign for such person and
in such person's name and capacity indicated below, any and all amendments to
this Registration Statement, including Post-Effective Amendments, and to file
the same with the Securities and Exchange Commission, hereby ratifying and
confirming such person's signature as it may be signed by said attorney to any
and all amendments.
Signature Title Date
- --------- ----- ----
/s/ Michael T. Smith Chairman of the Board and Chief May 11, 1999
- -------------------------- Executive Officer (Principal
Michael T. Smith Executive Officer)
/s/ Roxanne S. Austin Senior Vice President and Chief May 11, 1999
- -------------------------- Financial Officer (Principal
Roxanne S. Austin Financial Officer)
/s/ Michael J. Gaines Controller (Principal Accounting May 11, 1999
- -------------------------- Officer)
Michael J. Gaines
/s/ Steven D. Dorfman Vice Chairman and Director May 11, 1999
- --------------------------
Steven D. Dorfman
Director May __, 1999
- --------------------------
Thomas E. Everhart
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<PAGE>
/s/ J. Michael Losh Director May 11, 1999
- --------------------------
J. Michael Losh
/s/ Charles H. Noski President, Chief Operating May 11, 1999
- -------------------------- Officer and Director
Charles H. Noski
/s/ Harry J. Pearce Director May 11, 1999
- --------------------------
Harry J. Pearce
Director May __, 1999
- --------------------------
Eckhard Pfeiffer
Director May __, 1999
- --------------------------
John G. Smale
/s/ John F. Smith, Jr. Director May 11, 1999
- --------------------------
John F. Smith, Jr.
II-6
<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit Description
- -------------- -------------------
**1.1 Form of Debt Securities Purchase Agreement.
**4.1 Form of Indenture to be entered between the Company
and a trustee to be named.
**5 Opinion of Weil, Gotshal & Manges LLP.
*12 Statement regarding computation of ratio of earnings
to fixed charges.
*23.1 Consent of Deloitte & Touche LLP.
*23.2 Consent of KPMG LLP (PRIMESTAR, Inc.)
*23.3 Consent of KPMG LLP (TCI Satellite Entertainment
Inc.)
*23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Weil, Gotshal & Manges LLP (to be included
in the Opinion filed as Exhibit 5).
24 Power of Attorney (included on signature page to
Registration Statement).
- ------------------------
* Filed herewith.
** To be filed by amendment.
II-7
Exhibit 12
HUGHES ELECTRONICS CORPORATION
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------------------------------------
1998 1997 1996 1995 1994
------------ ----------- ---------- ---------- ----------
(Dollars in Millions)
<S> <C> <C> <C> <C> <C>
Income from continuing operations $ 260 $ 406 $ 170 $ 71 $ 98
Income taxes (45) 237 105 31 56
Equity in the losses of less than 50% owned
entities under equity method accounting 95 19 6
Minority interest in income of majority-owned
subsidiaries with fixed charges 28 31
Minority interest in losses of majority-owned
subsidiaries (58) (57) (54) (5)
------------ ----------- ---------- ---------- ----------
Income from continuing operations before income
taxes, losses of less than 50% owned
entities and income (losses) of
majority-owned subsidiaries 280 636 221 97 160
------------ ----------- ---------- ---------- ----------
Fixed charges included in income from continuing
operations
Interest and related charges on debt 18 91 43 61 52
Portion of rentals deemed to be interest 36 45 38 31 34
------------ ----------- ---------- ---------- ----------
Total fixed charges included in income
from continuing operations 54 136 81 92 86
------------ ----------- ---------- ---------- ----------
Earnings available for fixed charges $ 334 $ 772 $ 302 $ 189 $ 246
============ =========== ========== ========== ==========
Fixed charges
Fixed charges included in income from
continuing operations $ 54 $ 136 $ 81 $ 92 $ 86
Interest capitalized in the period 55 65 13 15 14
------------ ----------- ---------- ---------- ----------
Total fixed charges $ 109 $ 201 $ 94 $ 107 $ 100
============ =========== ========== ========== ==========
Ratios of earnings to fixed charges 3.06 3.84 3.21 1.77 2.46
============ =========== ========== ========== ==========
</TABLE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
Hughes Electronics Corporation on Form S-3 of our report dated January 20, 1999
(March 1, 1999 as to Note 19) appearing in the Registration Statement of Hughes
Electronics Corporation on Form 10 filed with the Securities and Exchange
Commission on May 11, 1999 incorporated by reference in the Prospectus, which is
a part of this Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Los Angeles, CA
May 11, 1999
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors of
PRIMESTAR, Inc.:
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of Hughes Electronics Corporation of our report, dated April 15, 1999,
relating to the consolidated balance sheets of PRIMESTAR, Inc. and subsidiaries
as of December 31, 1998 and 1997, and the related consolidated statements of
operations, equity (deficit) and cash flows for each of the years in the
three-year period ended December 31, 1998 and the related consolidated financial
statement schedule, which report appears in the December 31, 1998 annual report
on Form 10-K of PRIMESTAR, Inc., and to the reference to our firm under the
heading "Experts" in the Registration Statement.
KPMG LLP
Denver, Colorado
May 10, 1999
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors of
TCI Satellite Entertainment Inc.:
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of Hughes Electronics Corporation of our report, dated April 15, 1999,
relating to the consolidated balance sheets of TCI Satellite Entertainment Inc.
and subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of operations, equity (deficit) and cash flows for each of the years
in the three-year period ended December 31, 1998 and the related consolidated
financial statement schedule, which report appears in the December 31, 1998
annual report on Form 10-K of TCI Satellite Entertainment Inc., and to the
reference to our firm under the heading "Experts" in the Registration Statement.
KPMG LLP
Denver, Colorado
May 10, 1999
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 22, 1999 on
the financial statements of United States Satellite Broadcasting Company, Inc.
as of December 31, 1998 and 1997 and for each of the three years in the period
ended December 31, 1998 included in Hughes Electronics Corporation's Form 10
filed May 11, 1999, and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
May 11, 1999
