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As filed with the Securities and Exchange Commission on August 13, 1999
Registration No. 333-78259
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
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 copies to:
Frederick S. Green, Esq. Francis J. Morison, Esq.
Michael E. Lubowitz, Esq. Davis Polk & Wardwell
Weil, Gotshal & Manges LLP 450 Lexington Avenue
767 Fifth Avenue New York, New York 10017
New York, New York 10153 (212) 450-4000
(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. [_]
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. [_]
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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Subject to completion, dated August 13, 1999
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+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. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
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 provide specific terms for the securities we offer in supplements to
this prospectus, including:
. designation;
. aggregate principal amount or aggregate initial offering price;
. maturity;
. rate and times of payment of interest, if any; and
. other specific terms.
You should read this prospectus and the related supplements to this
prospectus carefully before you invest in the securities.
------------
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
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Page
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<S> <C>
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....................................................... 12
LEGAL MATTERS.............................................................. 12
EXPERTS.................................................................... 12
</TABLE>
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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
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 August 13, 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 statements that we believe are, or may be
considered to be, "forward-looking statements." 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:
. 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.
. 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.
. Broadband Services: Our broadband services include Spaceway, which is a
planned satellite-based broadband communications platform 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.
. 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.
. 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 5.60 for the three months ended
March 31, 1999 and 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
include repayment of indebtedness, acquisitions, working capital and capital
expenditures.
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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 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;
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(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:
(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;
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(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, 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 30 days, whether or not, in the case of
subordinated debt securities, the payment is prohibited by the
subordination provisions of the indenture;
(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, 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 any of our 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;
(5) certain events of bankruptcy, insolvency or reorganization affecting
us;
(6) 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
(7) any other event of default provided with respect to debt securities
of that series.
If an event of default 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
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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.
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 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.
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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;
(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
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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:
(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.
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.
11
<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.
Subject to market conditions, we intend to issue up to $1.0 billion of
senior debt securities in September 1999. We will use the net proceeds from
this issuance to repay commercial paper borrowings incurred in connection with
two recent acquisitions and to fund our short-term working capital
requirements. We are currently speaking with several investment banks in
connection with selecting a lead underwriter or underwriters for this offering
but we have not yet selected any investment bank to act as a lead underwriter.
The terms of the senior debt securities have not yet been determined. These
terms and conditions will be specified in the prospectus supplement delivered
in connection with this offering.
12
<PAGE>
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. Unless
otherwise indicated in the applicable prospectus supplement, certain legal
matters in connection with offerings made by this prospectus may be passed upon
for any underwriters, dealers or agents by Davis Polk & Wardwell, New York, New
York.
EXPERTS
The financial statements and the related financial statement schedule of
Hughes Electronics Corporation as of December 31, 1998 and 1997 and for each of
the three years in the period ended December 31, 1998 incorporated in this
prospectus by reference from its Registration Statement on Form 10 filed with
the Securities and Exchange Commission on July 30, 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 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 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.
13
<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:
<TABLE>
<S> <C>
SEC registration fee.......................................... $ 556,000
Accounting fees and expenses.................................. $140,000
Legal fees and expenses....................................... 450,000
----------
Total....................................................... $1,146,000
==========
</TABLE>
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 Seventh of our Amended and Restated Certificate of
Incorporation and Article V of our Amended and Restated 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
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
II-1
<PAGE>
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.
ITEM 16. Exhibits and Financial Statement Schedules.
<TABLE>
<CAPTION>
Exhibit Number Exhibit Description
-------------- -------------------
<C> <S>
** 1.1 Form of Debt Securities Purchase Agreement.
Form of Indenture to be entered between the Company and a
** 4.1 trustee to be named.
** 5 Opinion of Weil, Gotshal & Manges LLP.
Statement regarding computation of ratio of earnings to fixed
**12 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.
Consent of Weil, Gotshal & Manges LLP (included in the Opinion
**23.5 filed as Exhibit 5).
**24 Power of Attorney.
</TABLE>
- --------
* Filed herewith.
** Previously filed.
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
II-2
<PAGE>
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;
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-3
<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
Amendment No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of El Segundo, State of
California, on August 13, 1999.
HUGHES ELECTRONICS CORPORATION
/s/ Roxanne S. Austin
By: _________________________________
Name:Roxanne S. Austin
Title: Senior Vice President and
Chief Financial Officer
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board and August 13, 1999
______________________________________ Chief Executive Officer
Michael T. Smith (Principal Executive
Officer)
/s/ Roxanne S. Austin Senior Vice President and August 13, 1999
______________________________________ Chief Financial Officer
Roxanne S. Austin (Principal Executive
Officer)
* Controller (Principal August 13, 1999
______________________________________ Accounting Officer)
Michael J. Gaines
______________________________________ Director August , 1999
Thomas E. Everhart
* Director August 13, 1999
______________________________________
J. Michael Losh
* President, Chief Operating August 13, 1999
______________________________________ Officer and Director
Charles H. Noski
* Director August 13, 1999
______________________________________
Harry J. Pearce
______________________________________ Director August , 1999
Eckhard Pfeiffer
______________________________________ Director August , 1999
John G. Smale
* Director August 13, 1999
______________________________________
John F. Smith, Jr.
</TABLE>
/s/ Roxanne S. Austin
*By: ___________________________
Name:Roxanne S. Austin
Title:Attorney-in-fact
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
------- -------------------
<C> <S>
**1.1 Form of Debt Securities Purchase Agreement.
Form of Indenture to be entered into between the Registrant and a
**4.1 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.
Consent of Weil, Gotshal & Manges LLP (included in the Opinion filed
**23.5 as Exhibit 5)
**24 Power of Attorney.
</TABLE>
- --------
* Filed herewith.
** Previously filed.
II-5
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Amendment No. 2 to
Registration Statement No. 333-78259 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 August 13, 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
August 13, 1999
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors of
PRIMESTAR, Inc.:
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of Hughes Electronics Corporation of our report, dated April 15,
1999, on 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, appearing in the Registration Statement of
Hughes Electronics Corporation on Form 10 filed on August 13, 1999 and the
related consolidated financial statement schedule, and to the reference to our
firm under the heading "Experts" in this Registration Statement.
/s/ KPMG LLP
-------------------------------------
KPMG LLP
Denver, Colorado
August 13, 1999
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors of
TCI Satellite Entertainment Inc.:
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of Hughes Electronics Corporation of our report, dated April 15,
1999, on 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 appearing in the Registration
Statement of Hughes Electronics Corporation on Form 10 filed August 13, 1999,
and the related consolidated financial statement schedule, and to the reference
to our firm under the heading "Experts" in this Registration Statement.
/s/ KPMG LLP
-------------------------------------
KPMG LLP
Denver, Colorado
August 13, 1999
<PAGE>
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 August 13, 1999, and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
Minneapolis, Minnesota
August 13, 1999
