SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the Month of July 2005
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ELBIT SYSTEMS LTD.
(Translation of Registrant's Name into English)
Advanced Technology Center, P.O.B. 539, Haifa 31053, Israel
(Address of Principal Corporate Offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:
|X| Form 20-F |_| Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): |_|
NOTE: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): |_|
NOTE: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
|_| Yes |X| No
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-______________
Attached hereto as Exhibit 1 and incorporated herein by reference is
the Registrant's press release dated July 6, 2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ELBIT SYSTEMS LTD.
(Registrant)
By: /s/ Ilan Pacholder
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Name: Ilan Pacholder
Title: Corporate Secretary
Dated: July 6, 2005
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1. Press release dated July 6, 2005.
EXHIBIT 1
ELBIT SYSTEMS CONTINUES TO LEAD THE CONSOLIDATION PROCESS OF THE ISRAELI DEFENSE
INDUSTRY
ELBIT SYSTEMS TO ACQUIRE ALL OF KOOR'S HOLDINGS IN ELISRA FOR $70 MILLION
ELBIT SYSTEMS TO ACCELERATE THE ACQUISITION OF 5% OF KOOR'S SHARES IN TADIRAN
COMMUNICATIONS, AND ELBIT SYSTEMS' PRESIDENT, JOSEPH ACKERMAN, WILL BECOME
CHAIRMAN OF THE BOARD OF TADIRAN COMMUNICATIONS
KOOR TO ACCELERATE THE ACQUISITION FROM THE FEDERMANN GROUP OF 2.3% OF ELBIT
SYSTEMS' SHARES
Haifa, Israel, July 6, 2005, Elbit Systems Ltd. (NASDAQ: ESLT) ("Elbit Systems")
reported today that it signed an agreement with Koor Industries Ltd. (NYSE: KOR)
("Koor") to acquire all of Koor's 70% holdings in Elisra Electronic Systems Ltd
("Elisra"), in consideration of $70 million in cash.
Concurrently with the signing of the agreement to acquire Koor's holdings in
Elisra, Elbit Systems and Koor agreed to amend their agreements regarding the
purchase of Koor's holdings of Tadiran Communications Ltd. ("Tadiran"). Pursuant
to the amendment, Elbit Systems will accelerate the acquisition from Koor of
approximately 5% of Tadiran's shares, out of a total of 18.2% of Tadiran's
shares that Elbit Systems agreed to acquire as part of the second stage of the
agreement entered into between Elbit Systems and Koor on December 27, 2004. Upon
completion of this step, Elbit Systems and Koor will have equal representation
on Tadiran's board of directors. Joseph Ackerman, Elbit Systems President, will
be appointed as Chairman of Tadiran's Board and the provisions of the
shareholders agreement relating to joint control in Tadiran will enter into
effect.
The price to be paid by Elbit Systems for the Tadiran shares will be the price
agreed to in the original agreement with Koor.
The purchase of the approximately 5% of Tadiran's shares by Elbit Systems will
take place following approval of Elbit Systems' shareholders at a general
shareholders meeting of the Elisra transaction and the amendments to Tadiran
transaction agreements. Upon completion of that stage, Elbit Systems will hold a
total of approximately 25.6% of Tadiran's shares, including approximately 7%
that were purchased on the stock market.
Upon completion of the Elisra transaction, Elbit Systems will complete the
purchase of Koor's remaining shares in Tadiran - approximately 13% - reaching a
total of approximately 38% of Tadiran's shares based on Elbit Systems' current
shareholdings.
The agreement for acquiring Koor's holdings in Elisra and the amendments
regarding the acquisition of Koor's shares in Tadiran, were signed following
receipt of approval of Elbit Systems' Audit Committee and Board of Directors,
who obtained a Fairness Opinion from an independent appraiser regarding the
consideration to be paid for the Elisra shares. In addition, the parties agreed
on additional conditional consideration as a result of future insurance proceeds
relating to the fire at Elisra's plant in 2001. Moreover, Koor received the
right to purchase from Elisra, at an agreed upon price, Dekolink Ltd., a
start-up company engaged in the cellular networks area, that is wholly-owned by
Elisra.
The acquisition agreement relating to Elisra is subject to the receipt of the
approval of Elbit Systems' shareholders as well as governmental authorities,
including the Israel Antitrust Authority.
Joseph Ackerman, President of Elbit Systems, said: "This is yet another
significant step in the consolidation process of the Israeli defense industry, a
step clearly expected to enhance our capabilities in the international market.
Tadiran Communications and the companies of the Elisra Group - Elisra Electronic
Systems Ltd., Tadiran Electronic Systems Ltd. and Tadiran Spectralink Ltd. - all
have advanced technological capabilities. They also have unique products with
proven operational capabilities in numerous defense forces worldwide, including
the Israel Defense Forces, and outstanding employees, who are the key to their
success."
Jonathan Kolber, CEO of Koor, said, "We are pleased to be part of the merger of
Israel's private defense sector. Our holdings in Elbit Systems, which will hold
stakes in Israel's leading private defense companies, will help us continue to
benefit and grow with one of Israel's major industries."
In addition, an amendment to the agreement between the Federmann Group and Koor
was signed, according to which Koor will accelerate its acquisition from the
Federmann Group of 2.3% of Elbit Systems' shares for the consideration
established in the original agreement between Koor and the Federmann Group dated
December 27, 2004. This amendment revises the original agreement, according to
which Koor was to acquire 4.5% of Elbit Systems' shares. Following completion of
this acquisition, Koor will hold approximately 7.6% of Elbit Systems' shares and
be entitled to nominate two directors to Elbit Systems' Board.
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CONTACTS:
COMPANY CONTACT IR CONTACTS
Ilan Pacholder, Corporate Secretary and VP Ehud Helft/Kenny Green
Finance & Capital Markets
ELBIT SYSTEMS LTD. GK INTERNATIONAL
Tel: 972-4 831-6632 Tel: 1-866-704-6710
Fax: 972-4 831- 6659 Fax: 972-3-607-4711
pacholder@elbit.co.il ehud@gk-biz.com
kenny@gk-biz.com
STATEMENTS IN THIS PRESS RELEASE WHICH ARE NOT HISTORICAL DATA ARE
FORWARD-LOOKING STATEMENTS WHICH INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
OR OTHER FACTORS NOT UNDER THE COMPANY'S CONTROL, WHICH MAY CAUSE ACTUAL
RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT
FROM THE RESULTS, PERFORMANCE OR OTHER EXPECTATIONS IMPLIED BY THESE
FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, THOSE
DETAILED IN THE COMPANY'S PERIODIC FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION.
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