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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 21)(1)
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)
12-31-98
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
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(1) 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
I.R.S. Identification No. of Above Persons (Entities Only)
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 20,014,452 (See footnote (1) to
OWNED BY ----------- Item 4.)
EACH (7) Sole Dispositive Power 0
REPORTING -----------
PERSON (8) Shared Dispositive Power 20,014,452 (See footnote (2) to
WITH ----------- Item 4.)
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
20,014,452
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares ____
(11) Percent of Class Represented by Amount in Row (9) 16.7%
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(12) Type of Reporting Person EP
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PAGE 3 OF 6 PAGES
Item 1(a). Name of Issuer:
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TRW Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
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1900 Richmond Road
Cleveland, Ohio 44124
Item 2(a). Name of Person Filing:
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The TRW Employee Stock Ownership and Savings Plan
Item 2(b). Address of Principal Business Office or, if None, Residence:
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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) or (c), Check Whether the Person Filing is a:
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(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Exchange 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) [X] 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)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(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. [__]
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PAGE 4 OF 6 PAGES
Item 4. Ownership:
- ------- ----------
(a) Amount beneficially owned:
20,014,452 as of December 31, 1998
(b) Percent of class:
16.7% as of December 31, 1998
(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:
20,014,452(1)
(iii) Sole power to dispose or to direct the
disposition of: 0
(iv) Shared power to dispose or to direct the
disposition of: 20,014,452(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:
- ------- ---------------------------------------------
Not applicable.
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
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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. Certifications:
- -------- ---------------
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and 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.
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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 2, 1999 THE TRW EMPLOYEE
STOCK OWNERSHIP AND
SAVINGS PLAN
By: Board of Administration
By: /s/ Ann E. Killian
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Ann E. Killian
Member - Board of
Administration
