-----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, PBvfXsgukJ+s4zRrXn4pF+HPDhC6jCbumbKnpRjjUL1D0HlG7bZojsh/0+W4zMv/ ui5u7SMB+gPzA8EyPPIlOA== 0000950152-00-001103.txt : 20000215 0000950152-00-001103.hdr.sgml : 20000215 ACCESSION NUMBER: 0000950152-00-001103 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELECTROSOURCE INC CENTRAL INDEX KEY: 0000823927 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 742466304 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39045 FILM NUMBER: 543400 BUSINESS ADDRESS: STREET 1: 2809 INTERSTATE 35 SOUTH CITY: SAN MARCOS STATE: TX ZIP: 78666 BUSINESS PHONE: 5127536500 MAIL ADDRESS: STREET 1: 2809 INTERSTATE 35 SOUTH CITY: SAN MARCOS STATE: TX ZIP: 78666 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 13D/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 13D/A 1 TRW/ELECTROSOURCE, INC. SCHEDULE 13D/AMEND. 3 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 3) (1) Electrosource, Inc. ---------------------------------------------------------------- (Name of Issuer) Common Stock, par value $1.00 per share ---------------------------------------------------------------- (Title of Class of Securities) 286150 20 6 ---------------------------------------------------------------- (CUSIP Number) William B. Lawrence, Esq. TRW Inc. 1900 Richmond Road Cleveland, Ohio 44124 (216) 291-7000 ---------------------------------------------------------------- February 14, 2000 ---------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. - ---------------------- (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 on 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). 2 CUSIP NO. 872649-10-8 13D PAGE 2 OF 4 PAGES (1) Names of Reporting Persons IRS Identification No. of Above Persons TRW Inc. IRS No. 34-0575430 (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] (3) SEC USE ONLY (4) Source of Funds 00 (5) Check Box If Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(3). [ ] (6) Citizenship or Place of Organization Ohio NUMBER OF (7) Sole Voting Power 499,304 ----------------- SHARES BENEFICIALLY (8) Shared Voting Power 0 ----------------- OWNED BY EACH (9) Sole Dispositive Power 499,304 ----------------- REPORTING PERSON (10) Shared Dispositive Power 0 ----------------- WITH (11) Aggregate Amount Beneficially Owned by Each Reporting Person 499,304 -------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ----- (13) Percent of Class Represented by Amount in Row (11) 4.4% ------- (14) Type of Reporting Person CO ------------- 3 This Amendment No. 3 on Schedule 13D amends the beneficial ownership statement initially filed on January 2, 1998 on Schedule 13D, as amended by Amendment No. 1 on Schedule 13D filed on January 5, 1998, and Amendment No. 2 on Schedule 13D filed on January 20, 1998 (collectively, the "Schedule 13D"), pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended, by TRW Inc., an Ohio corporation ("TRW"). This statement is being filed to reflect that TRW has beneficial ownership of less than five percent of the equity securities of Electrosource, Inc. (the "Company"). Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Schedule 13D. Except as modified herein, there have been no other changes in the information previously reported in the Schedule 13D. Item 5. Interest in the Securities of the Issuer. Paragraphs (a) and (b) of Item 5 of the Schedule 13D are amended by deleting them in their entirety and replacing them with the following: (a) The information given in this Schedule 13D is based on 11,276,631 shares of the Common Stock of the Company outstanding as of November 10, 1999, as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999. TRW beneficially owns 499,304 shares of the Common Stock, which represents 4.4% of the outstanding Common Stock. The Directors and executive officers of TRW disclaim beneficial ownership of the Common Stock. Philip A. Odeen, an executive officer of TRW, beneficially owns fifty (50) shares of Common Stock, which represents less than one percent (1%) of the outstanding Common Stock. TRW disclaims beneficial ownership of these shares. Except as set forth above, to the knowledge of TRW, neither the Directors nor the executive officers of TRW beneficially own any shares of the Common Stock. (b) TRW has sole voting and dispositive power with respect to 499,304 shares of the Common Stock. Mr. Odeen has sole voting and dispositive power with respect to fifty shares of the Common Stock held by him. PAGE 3 OF 4 PAGES 4 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 4 OF 4 PAGES -----END PRIVACY-ENHANCED MESSAGE-----