SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported) November 20, 2000
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HUGHES ELECTRONICS CORPORATION
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(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 0-26035 52-1106564
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
200 North Sepulveda Boulevard
El Segundo, California 90245
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(310) 662-9688
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(Address, including zip code, and telephone number,
including area code, of registrants' principal executive office)
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ITEM 9. REGULATION FD DISCLOSURE
Introduction
On October 23, 2000, new Securities and Exchange Commission rules,
collectively referred to as "Regulation FD," became effective. General Motors
and Hughes believe that Regulation FD requires us, among other things, and under
certain circumstances, to have procedures reasonably designed to assure that, if
some GM stockholders learn information about us and our company that is
material, other GM stockholders will learn that information at or close to the
same time. GM and Hughes each file this procedural 8-K to alert all GM
stockholders to the disclosure practices we will try to follow, with respect to
Hughes and the GMH stock.
Our website
Hughes maintains a corporate website at www.hughes.com, on which Hughes
posts significant corporate information from time to time. In addition, GM
maintains a website at www.gm.com, on which it posts significant information
about Hughes from time to time, either in full text or by a clearly identified
hyperlink to the Hughes website. Unless the context otherwise indicates, when we
refer to "our website," we refer to both the Hughes website and the GM website,
including, but not limited to, those portions that relate to Hughes. While
significant information concerning Hughes and the GMH stock will be made
available to the public by various means, including by filing Current Reports on
Form 8-K, in addition to posting information on our website, we encourage you to
review our website to access all such information.
We will maintain several discrete information sections on the Hughes
website. One of these on the investor relations page of the Hughes website will
be headed "Financial Guidance /Recent Presentations."
Posting information on the "Financial Guidance/Recent Presentations"
section of the Hughes website is not intended to, and does not, constitute a
determination by us that the information is in fact material. Materiality can be
a complex concept, and some information may be posted on the Hughes website that
may not be "material," out of an abundance of caution to ensure compliance with
applicable law. The fact that information is posted on this section of the
Hughes website does not indicate a determination by us that dissemination of
that information is legally required.
From time to time, and during "quiet periods," which are discussed below,
certain information originally posted to the "Financial Guidance/Recent
Presentations" section of the Hughes website will be moved to another section
that will be headed "Archived Guidance." Information will be moved to the
"Archived Guidance" section for historical reference purposes only, and
thereafter will not be maintained or updated for accuracy. Hughes and GM
expressly disclaim any obligation to update archived information, and readers of
the archived information should not assume the information is current. In order
to access the "Archived Guidance" section, a viewer will be required to "click"
through an acknowledgement that archived information may no longer be current
and accurate.
Forecasts
Hughes may post forecasts (in the form of ranges of projected financial and
operating results with respect to specific items or in the form of directional
commentary), as well as other forward looking data, in the "Financial
Guidance/Recent Presentations" section of the Hughes website. When posted, the
forecasts will represent Hughes' management's current estimates as of the date
of posting, which will be clearly indicated. If a forecast is updated, the
updated portions will be clearly identified. In order to keep posted forecasts
as current as practicable, Hughes intends to update any posted forecasts once
Hughes has determined, in accordance with Hughes' internal procedures, that the
posted forecasts no longer represent Hughes management's
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current estimates for the periods covered. Neither GM nor Hughes assumes
any legal obligation to update the information on our website. Hughes' forecasts
will constitute forward looking statements and will always be subject to various
risk factors that may cause actual results to differ materially from the
forecasts Hughes provides. These risk factors are identified in our Form 10-K's,
Form 10-Q's and Form 8-K's, all of which are available on our website.
In order to access the "Financial Guidance/Recent Presentations" section of
the Hughes website, viewers will be required to "click" through an
acknowledgement that the viewer has read, and understands, a cautionary
statement setting forth the risks and uncertainties related to forward looking
statements, including forecasts, posted on the Hughes website. Forecasts may be
posted, and updated, on the Hughes website by various means and neither Hughes
nor GM assume any obligation to use a particular means to post, or update,
forecasts on any particular occasion. Means of posting may include webcasts and
recordings of webcasts, presentations, press releases and copies of excerpts
from our SEC Filings. The means used to post or update forecasts may vary from
time to time and we may update forecasts by means other than those initially
used to post such forecasts.
Analyst Meetings, Conference Calls and Discussions with Analysts and
Institutional Investors, Quarterly Earnings Presentations
Hughes will endeavor to simultaneously webcast all quarterly earnings
conference calls with analysts, and may also webcast other analyst or investor
conferences that Hughes may present or host, when Hughes considers it
appropriate. Hughes intends to post recordings of these webcasts in the
"Financial Guidance/Recent Presentations" section of the Hughes website and to
maintain access to such recordings for a reasonable period after the event. When
Hughes representatives take part in analyst or investor conferences sponsored by
third parties that are webcast, Hughes will endeavor to provide instructions on
how to access webcasts of the conference. Hughes will endeavor to post in the
"Financial Guidance/Recent Presentations" section any written presentations used
by Hughes representatives in connection with quarterly earnings calls or analyst
or investor conferences.
On occasion, officials at our company will respond to communications or
inquiries concerning Hughes from individual analysts, or specific institutional
investors. If these conversations should occur, they are not intended to divulge
material nonpublic information about Hughes, and we will take appropriate steps
to avoid such disclosures from occurring. If Hughes becomes aware that
information which might be material may have been unintentionally disclosed
during one of these informal encounters, Hughes will, when appropriate, post a
brief summary of the information that has been disclosed in the "Financial
Guidance/Recent Presentations" section of the Hughes website. While Hughes may
identify the generic classification applicable to the recipient of this
information (for example, "analyst," or "institutional investor"), Hughes does
not intend to identify the specific person with whom these conversations may
have taken place. The posting of information in accordance with these procedures
is not intended to, and does not, constitute a determination by Hughes that the
information is material.
Quiet Periods
During certain times, referred to as quiet periods, any forecast or similar
forward looking information in the "Financial Guidance/Recent Presentations"
section of the Hughes website will be moved to the "Archived Guidance" section
of the Hughes website and may no longer be relied upon as current. Hughes will
post a prominent notice on the Hughes website stating that a quiet period is in
effect and you should no longer rely upon the previously posted forecast as
representing Hughes' management's current estimates with respect to the subject
matter of such forecast. Quiet periods will include the three week
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period immediately preceding the scheduled earnings release for each fiscal
quarter and other periods as may be determined by Hughes' management from time
to time.
E-mail and blast fax alerts
You will be able to register on the Hughes website to receive alerts via
e-mail or blast faxes of upcoming analyst and investor conferences, earnings
releases, significant changes to the "Financial Guidance/Recent Presentations"
section of the Hughes website and other pertinent information.
We do not assume responsibility for any problems relating to the
transmission of e-mail or blast fax alerts, including but not limited to,
problems relating to server disruptions and incorrect e-mail addresses or fax
numbers. While we will endeavor to notify you when significant changes are made
to the Hughes website, we do not assume any obligation to provide, and you
should not expect to receive, a notice each time the forecasts posted on the
Hughes website are updated.
Further Information
Regulation FD is new. Its meaning and impact are not yet certain. We intend
to monitor these policies and practices to see whether they are fulfilling their
intended purpose. We encourage our shareholders to communicate with us if you
have suggestions or comments regarding these procedures. Please address any such
communications to:
Investor Relations
[email protected]
(310) 662-9688
To learn more about PanAmSat, Hughes' majority-owned, publicly traded
subsidiary, please visit its corporate website at www.PanAmSat.com, on which it
posts significant information about PanAmSat from time to time.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HUGHES ELECTRONICS CORPORATION
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(Registrant)
By
Date November 20, 2000 /s/Roxanne S. Austin
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(Roxanne S. Austin,
Chief Financial Officer)
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