-----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, L/XYK9+54DecayspWmrHnWOZcCvHqByHTpmeG/a4k3Ksd3YmYE2DQEjONh+SGvt3 SysVKHt95QhW4TPPd3lGkQ== 0000950152-98-006516.txt : 19980812 0000950152-98-006516.hdr.sgml : 19980812 ACCESSION NUMBER: 0000950152-98-006516 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980810 SROS: NONE 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 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-54475 FILM NUMBER: 98681469 BUSINESS ADDRESS: STREET 1: 1 QUEEN CAROLINE ST STREET 2: HAMMERSMITH CITY: LONDON W69BN ENGLAND STATE: X0 ZIP: 00000 MAIL ADDRESS: STREET 1: CT CORPORATION SYSTEM STREET 2: 1633 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 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 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 1 TRW/ICO GLOBAL COMMUNICATIONS SCHEDULE 13G 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 2 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. 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; 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. 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." 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 -----END PRIVACY-ENHANCED MESSAGE-----