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BANKERS TRUST COMPANY
One Bankers Trust Plaza
New York, New York 10006
Clarke S. Edgar Mailing Address:
Vice President P.O. Box 318
Telephone: 212-250-9399 Church Street Station
New York, NY 10008
February 14, 1995
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sirs:
Re: Filing of Schedule 13G on
Northrop Grumman Corp
Pursuant to Rule 13d-1 of the General Rules and Regulations under
the Securities Exchange Act of 1934, the following is one copy of
the Schedule 13G with respect to the common stock of the above
referenced corporation.
Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by E-Mail
confirmation.
Sincerely,
/s/Clarke S. Edgar
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
____
Northrop Grumman Corp
_______________________________________
NAME OF ISSUER:
Common Stock (Par Value $0.01)
_______________________________________
TITLE OF CLASS OF SECURITIES
666807102
_______________________________________
CUSIP NUMBER
Check the following box if a fee is being paid with
this statement [ ]. (A fee is not required only if
the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five
percent of the class of securities described in Item
1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7.)
*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).
(Continued on following page(s))
Page 1 of 6 Pages
CUSIP No. 666807102 Page 2 of 6 Pages
1.NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust New York Corporation and its wholly-owned
subsidiary, Bankers Trust Company, as Trustee for various
trusts, and employee benefit plans, and investment advisor
13-6180473
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [X]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Both Bankers Trust New York Corporation and Bankers Trust
Company are New York Corporations
NUMBER OF 5. SOLE VOTING POWER
SHARES 447,934
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 774,922
PERSON 8. SHARED DISPOSITIVE POWER
WITH 0
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
774,922
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN
SHARES *
X
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6%
12.TYPE OF REPORTING PERSON *
Bankers Trust New York Corporation - HC
Bankers Trust Company - BK
3
DISCLAIMER OF BENEFICIAL OWNERSHIP
THE FILING OF THIS SCHEDULE G STATEMENT SHALL NOT BE
CONSTRUED AS AN ADMISSION THAT BANKERS TRUST NEW YORK
CORPORATION OR BANKERS TRUST COMPANY, AS TRUSTEE (THE
"BANK") IS, FOR THE PURPOSE OF SECTION 13(g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934, OR FOR ANY OTHER
PURPOSE, THE BENEFICIAL OWNER OF THE SECURITIES SET FORTH
IN ITEM 4(a)(i) HEREOF.
Item 1(a) NAME OF ISSUER:
Northrop Grumman Corp
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1840 Century Park East
Los Angeles, CA 90067
Item 2(a) NAME OF PERSON FILING:
Bankers Trust New York Corporation, and its wholly-
owned subsidiary, Bankers Trust Company, as Trustee
for various trusts, and employee benefit plans, and
investment advisor .
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
280 Park Avenue
New York, New York 10017
Item 2(c) CITIZENSHIP:
Bankers Trust New York Corporation and Bankers Trust
Company, as Trustee for various trusts, and employee
benefit plans, and investment advisor, are both
corporations incorporated in the State of New York
with their principal business offices located in New
York.
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock (Par Value $0.01) of Northrop Grumman
Corp, a Delaware corporation.
Item 2(e) CUSIP NUMBER:
666807102
4
Item 3 THE PERSON FILING IS A:
For Bankers Trust New York Corporation,
(g) [X] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
For Bankers Trust Company,
(b) [X] Bank as defined in section 3(a)(6) of the Act.
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
(i) As of December 31, 1994, Bankers Trust Company,
as Trustee for various trusts, and employee benefit
plans, and investment advisor (the "Bank"), was the
beneficial owner of 774,922 shares of common stock.
(ii) It was also the record owner of 13,359,447
shares held by the Bank as Trustee of the Northrop
Corporation Employee Insurance Benefit Plans Master
Trust (the "Plan") with respect to which the bank
disclaims beneficial ownership.
The Plan states that each Plan participant shall
have the right to direct the manner in which shares of
common stock shall be voted at all stockholders'
meetings. The Department of Labor has expressed the
view that, under certain circumstances, ERISA may
require the Trustee to vote shares which are not
allocated to participants' accounts and unvoted
shares. Since, in the view of the Bank and Bankers
Trust New York Corporation, such voting power is
merely a residual power based upon the occurrence of
an unlikely contingency and is not a sole or shared
power to vote the securities, the Bank and Bankers
Trust New York Corporation hereby disclaim beneficial
ownership of such securities.
5
(b) PERCENT OF CLASS:
The common stock described in Item 4(a) above as to
which the Bank acknowledges beneficial ownership
constitutes 1.6% of the Issuer's outstanding Common
Stock. The Common Stock as to which the Bank
disclaims beneficial ownership constitutes 28.7% of
the Issuer's outstanding Common Stock.
(c) Number of shares as to which the Bank has:
(i) sole power to vote or to direct the
vote - 447,934
(ii) shared power to vote or to direct the
vote - 0
(iii) sole power to dispose or to direct the
disposition of - 774,922
(iv) shared power to dispose or to direct
the disposition of - 0
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
[X]
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
The Issuer's Plan, and various trusts, and employee
benefit plan for which the Bank serves as Trustee, and
accounts for which the Bank serves as investment
advisor, have the right to receive and/or the power to
direct the receipt of dividends from, or the proceeds
from the sale of, such securities.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY:
See Item 3 above.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP:
Not applicable.
6
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
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
SIGNATURE:
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: as of December 31, 1994
Signature: Bankers Trust New York Corporation
By: /s/James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: Bankers Trust Company, as Trustee for various trusts,
and employee benefit plans, and investment advisor.
By: /s/James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary