-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M7lA6hZ+UcveFI5kedBqAJ4LnGqmwTkQ9p0DZfejs89V1D4VX6jMAgALlsTCaVvd 59Y6xTXfp+DzLpCg49P/0Q== 0000950152-00-001101.txt : 20000215 0000950152-00-001101.hdr.sgml : 20000215 ACCESSION NUMBER: 0000950152-00-001101 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICO GLOBAL COMMUNICATIONS /HOLDINGS/ LTD CENTRAL INDEX KEY: 0001064123 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-54475 FILM NUMBER: 543390 BUSINESS ADDRESS: STREET 1: 1 QUEEN CAROLINE ST STREET 2: HAMMERSMITH CITY: LONDON W69BN ENGLAND STATE: X0 ZIP: 00000 MAIL ADDRESS: STREET 1: 1 QUEEN CAROLINE STREET STREET 2: HAMMERSMITH W6 9BN CITY: LONDON STATE: X0 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRW INC CENTRAL INDEX KEY: 0000100030 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 340575430 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1900 RICHMOND RD CITY: CLEVELAND STATE: OH ZIP: 44124 BUSINESS PHONE: 2162917000 MAIL ADDRESS: STREET 1: 1900 RICHMOND ROAD CITY: CLEVELAND STATE: OH ZIP: 44124 SC 13G/A 1 ICO GLOBAL COMMUNICATIONS/TRW INC. SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d-102) 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. 1) (1) ICO Global Communications (Holdings) Limited - -------------------------------------------------------------------------------- (Name of Issuer) Ordinary Shares - -------------------------------------------------------------------------------- (Title of Class of Securities) G4705T109 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 1999 - -------------------------------------------------------------------------------- (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) - ----------------------- (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 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 2 13G CUSIP NO. G4705T109 PAGE 2 OF 6 PAGES (1) Names 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 OWNED BY (6) Shared Voting Power 0 EACH -------------- REPORTING PERSON (7) Sole Dispositive Power 4,916,667 WITH -------------- (8) Shared Dispositive Power 9,000,000 (a) -------------- (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 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 Ordinary Shares, the restrictions on the right to transfer such shares expired on the date 180 days after the date of the Underwriting Agreement. 3 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 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) [ ] 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); PAGE 3 OF 6 PAGES 4 (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). 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: 4,916,667 (iv) Shared power to dispose or to direct the disposition of: 9,000,000 (a)
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: - ------- --------------------------------------------------------------- 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 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 Ordinary Shares, the restrictions on the right to transfer such shares expired on the date 180 days after the date of the Underwriting Agreement. PAGE 4 OF 6 PAGES 5 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 5 OF 6 PAGES 6 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: February 14, 2000 TRW Inc. By: /s/ Kathleen A. Weigand ---------------------------------- Kathleen A. Weigand Vice President, Assistant General Counsel and Assistant Secretary PAGE 6 OF 6 PAGES -----END PRIVACY-ENHANCED MESSAGE-----