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As Filed with the Securities and Exchange Commission on November 10, 1997

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As Filed with the Securities and Exchange Commission on November 10, 1997 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 1997 REGISTRATION NO. 333-37223 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 4 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- HE HOLDINGS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) --------------- DELAWARE 95-1778500 3812 (STATE OR OTHER (I.R.S. EMPLOYER (PRIMARY STANDARD JURISDICTION IDENTIFICATION NO.) INDUSTRIAL OF INCORPORATION OR CLASSIFICATION CODE ORGANIZATION) NUMBER) 7200 HUGHES TERRACE, LOS ANGELES, CALIFORNIA 90045-0066; (310) 568-7200 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) --------------- CHARLES S. REAM HE HOLDINGS, INC. 7200 HUGHES TERRACE LOS ANGELES, CALIFORNIA 90045-0066 (310) 568-7200 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: WARREN G. ANDERSEN ROBERT S. OSBORNE, P.C. JOHN T. KUELBS GENERAL MOTORS KIRKLAND & ELLIS HE HOLDINGS, INC. CORPORATION 200 EAST RANDOLPH DRIVE 7200 HUGHES TERRACE 3031 WEST GRAND BOULEVARD CHICAGO, IL 60601-6636 LOS ANGELES, CA 90045- DETROIT, MI 48202-3091 (312) 861-2000 0066 (313) 556-5000 (310) 568-7200 FREDERICK S. GREEN ADAM O. EMMERICH, ESQ. WEIL, GOTSHAL & MANGES LLP WATCHELL, LIPTON, ROSEN & KATZ 767 FIFTH AVENUE 51 WEST 52ND STREET NEW YORK, NY 10153 NEW YORK, NY 10019 (212) 310-8000 (212) 403-1000 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the requisite consents are obtained pursuant to the solicitation by General Motors Corporation referred to in the Registration Statement. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- LOGO SOLICITATION OF WRITTEN CONSENT OF GENERAL MOTORS CORPORATION COMMON STOCKHOLDERS THE HUGHES TRANSACTIONS LOGO WE ARE ASKING OUR COMMON STOCKHOLDERS TO APPROVE THE FOLLOWING "HUGHES TRANSACTIONS" RELATING TO THE THREE PRINCIPAL BUSINESSES OF OUR HUGHES ELECTRONICS SUBSIDIARY. DEFENSE ELECTRONICS WE PROPOSE TO SPIN OFF OUR DEFENSE ELECTRONICS BUSINESS, APPROXIMATELY 58.7% TO OUR CLASS H COMMON STOCKHOLDERS AND 41.3% TO OUR $1 2/3 COMMON STOCKHOLDERS (ESTIMATED BASED ON RECENT STOCK PRICES). IMMEDIATELY AFTER THE SPIN-OFF, THIS BUSINESS WILL MERGE WITH RAYTHEON COMPANY. AUTOMOTIVE ELECTRONICS WE PROPOSE TO TRANSFER OUR AUTOMOTIVE ELECTRONICS BUSINESS FROM HUGHES ELECTRONICS TO GENERAL MOTORS. AS A RESULT, THE APPROXIMATELY 25.6% TRACKING STOCK INTEREST IN THIS BUSINESS CURRENTLY HELD BY OUR CLASS H COMMON STOCKHOLDERS WILL IN EFFECT BE ALLOCATED TO OUR $1 2/3 COMMON STOCKHOLDERS. TELECOMMUNICATIONS AND SPACE WE PROPOSE TO RECAPITALIZE OUR CLASS H COMMON STOCK INTO A NEW TRACKING STOCK INTEREST OF APPROXIMATELY 25.6% IN OUR TELECOMMUNICATIONS AND SPACE BUSINESS. THIS BUSINESS WILL ALSO BE PROVIDED WITH A SUBSTANTIAL AMOUNT OF NEW CAPITAL FUNDING. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE HUGHES TRANSACTIONS OR THE NEW CLASS H COMMON STOCK OR THE CLASS A COMMON STOCK TO BE ISSUED PURSUANT TO THIS SOLICITATION STATEMENT/PROSPECTUS. THE SECURITIES AND EXCHANGE COMMISSION HAS NOT PASSED UPON THE FAIRNESS OR MERITS OF THE HUGHES TRANSACTIONS OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS SOLICITATION STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE DATE OF THIS SOLICITATION STATEMENT/PROSPECTUS IS NOVEMBER 10, 1997. UNTIL 25 DAYS AFTER THE DATE OF MAILING OF THIS SOLICITATION STATEMENT/PROSPECTUS, ALL DEALERS EFFECTING TRANSACTIONS IN CLASS A COMMON STOCK OR NEW GM CLASS H COMMON STOCK, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS. TABLE OF CONTENTS TABLE OF CONTENTS PAGE ---- CHAPTER 1: INTRODUCTION................................................... 1 Introduction to the Hughes Transactions................................. 3 Summary Financial Information........................................... 10 Recent Developments..................................................... 23 CHAPTER 2: RISK FACTORS................................................... 25 Risk Factors Relating to the Hughes Transactions........................ 27 Risk Factors Relating to the Business of New Hughes Electronics......... 30 Risk Factors Relating to GM's Dual-Class Common Stock Capital Structure. 32 Additional Risk Factors Regarding New GM Class H Common Stock........... 34 Risk Factors Regarding New Raytheon After the Raytheon Merger........... 36 CHAPTER 3: THE HUGHES TRANSACTIONS AND THE RAYTHEON MERGER................................................... 39 Special Factors......................................................... 41 Description of the Hughes Transactions.................................. 101 Description of the Raytheon Merger...................................... 113 Separation and Transition Arrangements.................................. 136 CHAPTER 4: FINANCIAL AND BUSINESS REVIEWS................................. 149 General Motors Pro Forma Consolidated Capitalization.................... 151 Introduction to the Financial and Business Reviews of Hughes Defense, Delco and Hughes Telecom............................................... 153 Hughes Defense Selected Combined Historical Financial Data.............. 154 Hughes Defense Management's Discussion and Analysis of Financial Condition and Results of Operations.................................... 155 Business of Hughes Defense.............................................. 159 Delco Selected Combined Historical and Pro Forma Financial Data......... 168 Delco Unaudited Pro Forma Condensed Combined Financial Statements....... 169 Delco Notes to Unaudited Pro Forma Condensed Combined Financial Statements............................................................. 172 Delco Management's Discussion and Analysis of Financial Condition and Results of Operations.................................................. 173 Business of Delco....................................................... 177 Hughes Telecom Selected Combined Historical and Pro Forma Financial Data................................................................... 184 Hughes Telecom Unaudited Pro Forma Condensed Combined Financial Statements............................................................. 185 Hughes Telecom Notes to Unaudited Pro Forma Condensed Combined Financial Statements............................................................. 189 Hughes Telecom Management's Discussion and Analysis of Financial Condition and Results of Operations.................................... 192 Business of Hughes Telecom.............................................. 197 Raytheon Selected Combined Historical and Pro Forma Financial Data...... 212 Overview of Raytheon Business........................................... 213 i TABLE OF CONTENTS TABLE OF CONTENTS PAGE ---- CHAPTER 5: NEW RAYTHEON................................................. 215 New Raytheon Unaudited Pro Forma Combined Condensed Financial Statements.......................................................... 217 New Raytheon Notes to Unaudited Pro Forma Combined Condensed Financial Statements................................................ 221 Overview of New Raytheon Business.................................... 224 New Raytheon Management.............................................. 226 New Debt of Hughes Defense to be Assumed by New Raytheon............. 231 CHAPTER 6: CAPITAL STOCK................................................ 233 Comparison of GM Class H Common Stock, New GM Class H Common Stock and Class A Common Stock............................................ 235 Considerations Relating to GM's Dual-Class Common Stock Capital Structure........................................................... 245 GM Class H Common Stock.............................................. 249 New GM Class H Common Stock.......................................... 253 New Raytheon Capital Stock........................................... 258 CHAPTER 7: CONSENT SOLICITATION AND CERTAIN OTHER MATTERS............... 267 Solicitation of Written Consent of GM's Common Stockholders.......... 269 Security Ownership of Certain Beneficial Owners and Management of General Motors...................................................... 272 Forward-Looking Information
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