View:
BANKERS TRUST COMPANY
One Bankers Trust Plaza
New York, New York 10006
Damian P. Reitemeyer Mailing Address:
Vice President P.O. Box 318
Telephone: 212-250-4599 Church Street Station
New York, NY 10008
February 14, 1996
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/ Damian P. Reitemeyer
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
____
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 8 Pages
CUSIP No. 666807102 Page 2 of 8 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, and its indirectly wholly owned subsidiary BT
Variable, Inc. 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
Bankers Trust New York Corporation, Bankers Trust
Company, and BT Variable, Inc. are New York Corporations
NUMBER OF 5. SOLE VOTING POWER
SHARES Bankers Trust Company 419,345 shares
BT Variable, Inc. 0 shares
419,345 shares
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY Bankers Trust Company 0 shares
BT Variable, Inc. 23,900 shares
23,900 shares
EACH 7. SOLE DISPOSITIVE POWER
REPORTING Bankers Trust Company 768,733 shares
BT Variable, Inc. 23,900 shares
792,633 shares
PERSON 8. SHARED DISPOSITIVE POWER
WITH Bankers Trust Company 0 shares
BT Variable, Inc. 0 shares
0 shares
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Bankers Trust Company 768,733 shares
BT Variable, Inc. 23,900 shares
792,633 shares
CUSIP No. 666807102 Page 3 of 8 Pages
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES *
[X]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Bankers Trust Company 1.6%
BT Variable, Inc. 0.0%
1.6%
12.TYPE OF REPORTING PERSON *
Bankers Trust New York Corporation - HC
Bankers Trust Company - BK
BT Variable, Inc. - IC
CUSIP No. 666807102 Page 4 of 8 Pages
DISCLAIMER OF BENEFICIAL OWNERSHIP
THE FILING OF THIS SCHEDULE G STATEMENT SHALL NOT BE
CONSTRUED AS AN ADMISSION THAT BANKERS TRUST NEW YORK
CORPORATION, BANKERS TRUST COMPANY, AS TRUSTEE (THE
BANK ) OR BT VARIABLE, INC. ARE, 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)(ii) 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, and its indirectly wholly-owned
subsidiary BT Variable, Inc.
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, Bankers
Trust Company, as Trustee for various trusts and
employee benefit plans, and investment advisor,
and BT Variable, Inc. are 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.
CUSIP No. 666807102 Page 5 of 8 Pages
Item 2(e) CUSIP NUMBER:
666807102
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.
For BT Variable, Inc.
(c) [X] Insurance Company as defined in Section
3(a)(19) of the Act
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
As of December 31, 1995
(i) Bankers Trust Company 768,733 shares
BT Variable, Inc. 23,900 shares
792,633 shares
(ii) Bankers Trust Company was also the record owner
of 5,341,589 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 Bankers Trust New York
Corporation, Bankers Trust Company, and BT
Variable, Inc., such voting power is merely a
residual power based upon the occurrence of an
CUSIP No. 666807102 Page 6 of 8 Pages
unlikely contingency and is not a sole or shared
power to vote the securities, Bankers Trust New
York Corporation Bankers Trust Company, and BT
Variable, Inc., hereby disclaim beneficial
ownership of such securities.
(b) PERCENT OF CLASS:
The common stock described in Item 4(a) above
as to which the Bank acknowledges beneficial
ownership constitutes
Bankers Trust Company 1.6%
BT Variable, Inc. 0.0%
1.6%
The Common Stock as to which the Bank
disclaims beneficial ownership constitutes
10.8% 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 -
Bankers Trust Company 419,345 shares
BT Variable, Inc. 0 shares
419,345 shares
(ii) shared power to vote or to direct the
vote -
Bankers Trust Company 0 shares
BT Variable, Inc. 23,900 shares
23,900 shares
(iii) sole power to dispose or to direct the
disposition of -
Bankers Trust Company 768,733 shares
BT Variable, Inc. 23,900 shares
792,633 shares
(iv) shared power to dispose or to direct
the disposition of -
Bankers Trust Company 0 shares
BT Variable, Inc. 0 shares
0 shares
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
[ ]
CUSIP No. 666807102 Page 7 of 8 Pages
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.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
CUSIP No. 666807102 Page 8 of 8 Pages
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, 1995
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
Signature: BT Variable, Inc.
By: /s/Myles Tashman
Name: Myles Tashman
Title: Secretary
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to Bankers Trust Company is shown below:
Bankers Trust New York Corporation
|
100%
|
Bankers Trust Company
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to BT Variable, Inc. is shown below:
Bankers Trust New York Corporation
|
100%
|
Bankers Trust Company
|
100%
|
Whitewood Properties Corp
|
100%
|
BT Variable, Inc.