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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 20)*
TRW INC.
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(Name of Issuer)
TRW Common Stock
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(Title of Class of Securities)
872649-10-8
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(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).
Page 1 of 6 Pages
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13G
CUSIP NO. 872649-10-8 PAGE 2 OF 6 PAGES
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(1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
The TRW Employee Stock Ownership and 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.
NUMBER OF (5) Sole Voting Power 0
SHARES
BENEFICIALLY (6) Shared Voting Power 21,003,783
OWNED BY (See footnote (1) to Item 4.)
EACH
REPORTING (7) Sole Dispositive Power 0
PERSON
WITH (8) Shared Dispositive Power 21,003,783
(See footnote (2) to Item 4.)
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 21,003,783
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares* ____
(11) Percent of Class Represented by Amount in Row (9) 17.1%
(12) Type of Reporting Person EP
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PAGE 3 OF 6 PAGES
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 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 Rule 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)
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PAGE 4 OF 6 PAGES
ITEM 4. OWNERSHIP:
(a) Amount Beneficially Owned:
21,003,783 as of December 31, 1997
(b) Percent of Class:
17.1% as of December 31, 1997
(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:
21,003,783(1)
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
21,003,783(2)
______________________
(1) 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.
(2) Pursuant to the Plan, participants may make contributions to one or more
of nine investment funds, including the TRW Stock Fund. Company
contributions to the Plan are made exclusively to the TRW Stock Fund.
Subject to certain restrictions, a participant may elect to withdraw the
value of his or her account in the Plan, including that portion of his or
her account in the TRW Stock Fund. Withdrawals from the TRW Stock Fund are
currently paid in whole shares. A participant may elect at any time 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, the Co-Trustees will tender or not
tender the shares held for participants' accounts in accordance with
directions received from participants; provided, however that (i) the
Co-Trustees will determine whether or not to tender shares for which no
valid directions are received from Plan participants in their discretion;
and (ii) directors and certain officers of TRW do not have the right to
direct the Co-Trustees as to whether shares of TRW Common attributable to
their accounts should be tendered.
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PAGE 5 OF 6 PAGES
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 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.
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PAGE 6 OF 6 PAGES
Signatures
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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 12, 1998 THE TRW EMPLOYEE
STOCK OWNERSHIP AND
SAVINGS PLAN
By: Board of Administration
By: /s/ Ann E. Killian
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Member - Board of
Administration
