<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(AMENDMENT NO. )*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ICO Global Communications (Holdings) Limited
---------------------------------------------------------------------
(Name of Issuer)
Ordinary Shares
----------------------------
(Title of Class of Securities)
G4705T109
------------------
(CUSIP Number)
July 31, 1998
-----------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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. G4705T109 PAGE 2 OF 6 PAGES
(1) Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons
TRW Inc. ("TRW")
I.R.S. No. 34-0575430
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
(3) SEC USE ONLY
(4) Citizenship or Place of Organization
Ohio
NUMBER OF (5) Sole Voting Power 13,916,667
SHARES ---------------------------------------------
BENEFICIALLY (6) Shared Voting Power 0
OWNED BY ---------------------------------------------
EACH (7) Sole Dispositive Power 416,667
REPORTING ---------------------------------------------
PERSON (8) Shared Dispositive Power 13,500,000 (a)
WITH ---------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 13,916,667
------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares ____
(11) Percent of Class Represented by Amount in Row (9) 6.7%
-------------
(12) Type of Reporting Person CO
-------------
- --------------
(a) Such Ordinary Shares are subject to certain restrictions on transfer
contained in an agreement between Donaldson, Lufkin & Jenrette Securities
Corporation and TRW dated May 15, 1998, as amended by letter agreement dated
June 29, 1998 (the "Lock-up Agreement"). Under the Lock-up Agreement, TRW has
agreed, subject to certain exceptions contained therein, not to, directly or
indirectly, offer, sell or contract to sell or otherwise dispose of, or enter
into any transaction (including a derivative transaction) having an economic
effect similar to a sale of such Ordinary Shares for a period of two years from
the date of the underwriting agreement (the "Underwriting Agreement") related to
the initial public offering of Ordinary Shares of ICO Global Communications
(Holdings) Limited ("ICO"), which date TRW has been advised is July 31, 1998,
except that (i) 15% of the Ordinary Shares held by TRW as of May 15, 1998 may be
sold after the date which is 11 months after the date of the Underwriting
Agreement, and (ii) with respect to 4,500,000 of such Ordinary Shares, the
restrictions on the right to transfer such shares expires on the date which is
180 days after the date of the Underwriting Agreement. Subject to the provisions
of the Lock-up Agreement, TRW has the right to demand registration of 4,500,000
of such Ordinary Shares 90 days after completion of ICO's initial public
offering of Ordinary Shares.
<PAGE> 3
PAGE 3 OF 6 PAGES
Item 1(a). Name of Issuer:
- ---------- ---------------
ICO Global Communications (Holdings) Limited
Item 1(b). Address of Issuer's Principal Executive Offices:
- ---------- ------------------------------------------------
1 Queen Caroline Street
Hammersmith
London W6 9BN
England
Item 2(a). Name of Person Filing:
- ---------- ----------------------
TRW Inc.
Item 2(b). Address of Principal Business Office:
- ---------- -------------------------------------
1900 Richmond Road
Cleveland, Ohio 44124
Item 2(c). Citizenship:
- ---------- ------------
Ohio
Item 2(d). Title of Class of Securities:
- ---------- -----------------------------
Ordinary Shares of ICO Global Communications (Holdings) Limited
Item 2(e). CUSIP Number:
- ---------- -------------
G4705T109
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) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii) (F);
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act;
<PAGE> 4
PAGE 4 OF 6 PAGES
(i) [ ] A church plan that is excluded from the
definition of an investment company under Section
3(c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. [X]
Item 4. Ownership:
- ------ ---------
(a) Amount Beneficially Owned:
13,916,667
(b) Percent of Class:
6.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 13,916,667
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition
of: 416,667
(iv) shared power to dispose or to direct the disposition
of: 13,500,000 (a)
Item 5. Ownership of Five Percent or Less of a Class:
- ------- ---------------------------------------------
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
- ------ ---------------------------------------------------------------
Not applicable.
- ---------------
(a) Such Ordinary Shares are subject to certain restrictions on transfer
contained in an agreement between Donaldson, Lufkin & Jenrette Securities
Corporation and TRW dated May 15, 1998, as amended by letter agreement dated
June 29, 1998 (the "Lock-up Agreement"). Under the Lock-up Agreement, TRW has
agreed, subject to certain exceptions contained therein, not to, directly or
indirectly, offer, sell or contract to sell or otherwise dispose of, or enter
into any transaction (including a derivative transaction) having an economic
effect similar to a sale of such Ordinary Shares for a period of two years from
the date of the underwriting agreement (the "Underwriting Agreement") related to
the initial public offering of Ordinary Shares of ICO Global Communications
(Holdings) Limited ("ICO"), which date TRW has been advised is July 31, 1998,
except that (i) 15% of the Ordinary Shares held by TRW as of May 15, 1998 may be
sold after the date which is 11 months after the date of the Underwriting
Agreement, and (ii) with respect to 4,500,000 of such Ordinary Shares, the
restrictions on the right to transfer such shares expires on the date which is
180 days after the date of the Underwriting Agreement. Subject to the provisions
of the Lock-up Agreement, TRW has the right to demand registration of 4,500,000
of such Ordinary Shares 90 days after completion of ICO's initial public
offering of Ordinary Shares.
<PAGE> 5
PAGE 5 OF 6 PAGES
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 not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect."
<PAGE> 6
PAGE 6 OF 6 PAGES
Signatures
----------
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: August 10, 1998 TRW Inc.
By: /s/ William B. Lawrence
------------------------------
William B. Lawrence
Executive Vice President,
General Counsel and Secretary
