<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
TRW INC.
--------------------------------
(Name of Issuer)
TRW Common Stock
-----------------------------------------------------
(Title of Class of Securities)
872649-10-8
-----------------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement ___. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on the following page(s))
Page 1 of 6 Pages
<PAGE> 2
Page 2 of 6
CUSIP No. 872649-10-8
-----------
<TABLE>
<CAPTION>
<S> <C>
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
The TRW Employee Stock Ownership and Stock Savings Plan (the "Plan")
I.R.S. No. 13-6260058
(2) Check the Appropriate Box if a Member of a Group*
(a) [___]
(b) [___]
(3) SEC USE ONLY
(4) Citizenship or Place of Organization
The Plan was established by TRW Inc., an Ohio corporation, for the benefit of its employees and
employees of certain of its subsidiaries. Both U.S. and non-U.S. citizens may participate in the
Plan.
(5) Sole Voting Power 0
----------
(6) Shared Voting Power 20,958,676 (See footnote (2) to Item 4.)
-----------
(7) Sole Dispositive Power 0
----------
(8) Shared Dispositive Power 20,958,676 (See footnote (3) to Item 4.)
-----------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 20,958,676
-----------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* ____
(11) Percent of Class Represented by Amount in Row (9) 16.6%
--------------
(12) Type of Reporting Person EP
----------
</TABLE>
<PAGE> 3
Page 3 of 6
Item 1(a). Name of Issuer:
- ---------- ---------------
TRW Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
- ---------- ------------------------------------------------
1900 Richmond Road
Cleveland, Ohio 44124
Item 2(a). Name of Person Filing:
- ---------- ----------------------
The TRW Employee Stock Ownership and Stock Savings Plan
Item 2(b). Address of Principal Business Office:
- ---------- -------------------------------------
1900 Richmond Road
Cleveland, Ohio 44124
Item 2(c). Citizenship:
- ---------- ------------
The Plan was established by TRW Inc., an Ohio corporation, for
the benefit of its employees and employees of certain of its
subsidiaries. Both U.S. and non-U.S. citizens may participate
in the Plan.
Item 2(d). Title of Class of Securities:
- ---------- -----------------------------
TRW Common Stock, $0.625 par value (hereinafter referred to as
"TRW Common")
Item 2(e). CUSIP Number:
- ---------- -------------
872649-10-8
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
- ------- 13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of
the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19)
of the Act
(d) [ ] Investment Company registered under section 8 of
the Investment Company Act
(e) [ ] Investment Adviser registered under section 203
of the Investment Advisers Act of 1940
(f) [X] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974
or Endowment Fund; see section
240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
section 240.13d-1(b)(ii)(G)
(Note: See Item 7)
(h) [ ] Group, in accordance with section
240.13d-1(b)(1)(ii) (H)
<PAGE> 4
Page 4 of 6
Item 4. Ownership:
- -------------------
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any
month described in Rule 13d-1(b)(2), if applicable, exceeds
five percent, provide the following information as of that
date and identify those shares which there is a right to
acquire.
(a) Amount Beneficially Owned:
20,958,676(1) as of December 31, 1996
(b) Percent of Class:
16.6% as of December 31, 1996
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote:
20,958,676(2)
(iii) sole power to dispose or to direct the
disposition of: 0
(iv) shared power to dispose or to direct the
disposition of: 20,958,676(3)
- ----------------------
(1) On October 23, 1996, the Board of Directors of TRW Inc. declared a
two-for-one stock split of TRW Common effected in the form of a 100
percent stock dividend. Consequently, as of the December 9, 1996,
distribution date, shares of TRW Common held by the Plan doubled;
however, the percent of class owned by the Plan remained unchanged.
(2) Pursuant to the Plan, before each annual or special meeting of the
shareholders of TRW Inc., each Plan participant with an account balance
in the TRW Stock Fund (an investment fund within the Plan consisting
solely of TRW Common) is sent a copy of the proxy solicitation material.
In addition, each participant is sent forms for advising the three
individual co-trustees for the TRW Stock Fund (the "Co-Trustees") how to
vote the shares of TRW Common held for the participant's account. Upon
receipt of instructions from each Plan participant, the Co-Trustees vote
the shares as instructed. The Co-Trustees have the right to vote, at
their discretion, the shares of TRW Common for which no voting
instructions are received from participants.
(3) Pursuant to the Plan, participants may make contributions to one or more
of five investment funds, including the TRW Stock Fund. Company
contributions to the Plan are made exclusively to the TRW Stock Fund. A
participant who is a former employee may elect a distribution of the
value of his or her account in the Plan, including that portion of his
or her account in the TRW Stock Fund. Distributions from the TRW Stock
Fund are currently paid in whole shares. Twice per month a participant
may elect to transfer funds from one investment fund under the Plan to
another fund. Such elections might have the effect of requiring the Plan
to dispose of shares and to use the proceeds therefrom to fund such
transfer. In the case of a tender offer for TRW Common, subject to
certain restrictions, the Co-Trustees will tender or not tender the
shares held for participants' accounts in accordance with directions
received from participants.
<PAGE> 5
Page 5 of 6
Item 5. Ownership of Five Percent or Less of a Class:
- ------------------------------------------------------
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
- -------------------------------------------------------------------------
The Plan is a combined profit-sharing and employee stock
ownership plan within the meaning of Section 4975(e)(7) of the Internal Revenue
Code. That part of the Plan comprised of a fund in which Company contributions
are invested in TRW Common is an employee stock ownership plan ("ESOP"), while
the remaining funds form a profit-sharing plan. All shares of TRW Common held by
the Plan are held for the benefit of participants. Dividends paid in respect of
shares held by the Plan are credited to the account of the participants except
that dividends paid to the Plan on shares of TRW Common held by the ESOP are
either paid at the end of each year in cash to Plan participants or, at the
Company's discretion, used to repay any ESOP Loan (in which case participants'
accounts will be credited with an equivalent amount of TRW Common).
Item 7. Identification and Classification of the Subsidiary Which Acquired the
- -------------------------------------------------------------------------------
Security Being Reported on By the Parent Holding Company:
---------------------------------------------------------
Not applicable.
Item 8. Identification and Classification of Members of the Group:
- -------------------------------------------------------------------
Not applicable.
Item 9. Notice of Dissolution of Group:
- ----------------------------------------
Not applicable.
Item 10. Certification:
- -----------------------
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
<PAGE> 6
Page 6 of 6
Signatures
----------
After reasonable inquiry and to the best of my information and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 3, 1997 THE TRW EMPLOYEE
STOCK OWNERSHIP AND STOCK
SAVINGS PLAN
By: Board of Administration
By: /s/ John E. Lanz, Jr.
--------------------------------------
John E. Lanz, Jr.
Member - Board of
Administration
