UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ELBIT SYSTEMS LTD.
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(Name of Issuer)
ORDINARY SHARES, NOMINAL VALUE NIS 1.00 PER SHARE
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(Title of Class of Securities)
M3760D101
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(CUSIP Number)
Shlomo Heller
Koor Industries Ltd.
Telrad Building
14 Hamelacha Street
Park Afek
Rosh Ha'ayin, 48091, Israel
+972 3 900 8420
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 25, 2005
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(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 Schedules 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* 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 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).
SCHEDULE 13D
CUSIP No. M29925100
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Koor Industries Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,160,000*+
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
- 0 -
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9 SOLE DISPOSITIVE POWER
3,160,000*+
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,160,000*+
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ] *+
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.67%*+
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14 TYPE OF REPORTING PERSON
CO
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* See Items 4 and 5 of this Statement.
+ Koor Industries Ltd. may be deemed to be part of a group with Federmann
Enterprises Ltd. and Heris Aktiengesellschaft (the "Federmann Parties")
pursuant to the terms of the Amended Shareholders Agreement (as defined
herein). Koor Industries Ltd. does not affirm to be part of a group and
expressly disclaims beneficial ownership of the 16,755,448 Ordinary
Shares (as defined herein), in the aggregate, beneficially owned by the
Federmann Parties. Accordingly, such Ordinary Shares are not included in
the amounts specified by Koor Industries Ltd. above.
Item 1. Security and Issuer
This Amendment No. 1 (this "Amendment") relates to the ordinary shares,
nominal value 1.00 New Israeli Shekels per share (the "Ordinary Shares"), of
Elbit Systems Ltd., a company organized under the laws of the State of Israel
(the "Issuer"), and amends the Schedule 13D filed by Koor Industries Ltd.
("Koor") with the U.S. Securities and Exchange Commission, with an event date
of April 18, 2005 (the "Schedule"). All capitalized terms used in this
Amendment and otherwise undefined shall have the meanings ascribed in the
Schedule.
This Amendment is filed in accordance with Rule 13d-2 of the Securities
Exchange Act of 1934, as amended, by the reporting persons. This Amendment
refers only to information that has materially changed since the filing of the
Schedule.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate amount of funds used by Koor in making the purchase of
1,000,000 Ordinary Shares reported herein on August 25, 2005, was U.S.
$24,910,479. These funds came from (i) the sale by Koor of approximately 5% of
the outstanding share capital of Tadiran Communications Ltd., a company
organized under the laws of the State of Israel ("Tadiran"), to the Issuer for
U.S. $23,001,214 pursuant to a Share Transfer Deed signed on December 27, 2004
and amended on July 6, 2005, between Koor and the Issuer, the English
translation of which is attached hereto as Exhibit A (the "Amended Tadiran
Deed"), in connection with the transactions described in Item 4 below, and
(ii) U.S. $1,909,265 from Koor's internal funds.
Item 4. Purpose of Transaction
On December 27, 2004, Koor entered into a series of agreements with the
Issuer and the Federmann Parties, which are described in detail and attached
as exhibits to the Schedule.
As reported in the Schedule, in "Stage A", the first stage of the
Transactions with the Issuer and the Federmann Parties, which closed on April
18, 2005, Koor sold 1,700,000 ordinary shares of Tadiran (or approximately
13.8% of the outstanding share capital of Tadiran on December 27, 2004) to the
Issuer for U.S. $62,455,142 pursuant to the Tadiran Deed, and Koor acquired
2,160,000 Ordinary Shares (or approximately 5.24% of the outstanding share
capital of the Issuer) from Federmann for U.S. $53,186,984 pursuant to the
Federmann Deed.
The Elisra Acquisition
On July 6, 2005, Koor and the Issuer entered into a share transfer deed,
the English translation of which is attached hereto as Exhibit B (the "Elisra
Deed"), regarding the Issuer's purchase from Koor of the 81,697,000 ordinary
shares of Elisra Electronic Systems Ltd. ("Elisra") held by Koor, which
represent 70% of Elisra's issued and outstanding shares. The transaction
described in the Elisra Deed is referred to as the "Elisra Acquisition".
The Elisra Defense Group is mainly comprised of Elisra, a privately held
Israeli company, and Elisra's two wholly-owned Israeli subsidiaries: Tadiran
Electronic Systems Ltd. ("Tadiran Systems") and Tadiran Spectralink Ltd.
("Spectralink"). The Elisra Defense
Group, which currently has approximately 1,250 employees, specializes in
the design, manufacture, integration and support of advanced defense solutions
for air, sea and land deployment for customers in over 25 countries. Koor
currently owns 70% of Elisra's shares, with the balance being owned by Elta
Systems Ltd. ("Elta"), a subsidiary of Israel Aircraft Industries Ltd.
The aggregate consideration to be paid by the Issuer to Koor, at the
completion of the Elisra Acquisition, is $70 million, payable in cash (subject
to deductions of dividends paid by Elisra to Koor). Interest is payable for
any amounts paid after January 6, 2006. In addition, as described in the
Elisra Deed, the parties agreed on additional conditional consideration
payable by the Issuer to Koor as a result of potential future insurance
proceeds relating to the fire at Tadiran Systems' and Spectralink's plant in
2001. Moreover, Koor has the option to either purchase from Elisra, for a
price of $7 million, a wholly-owned Israeli subsidiary of Elisra, Dekolink
Wireless Ltd. ("Dekolink"), a start-up company engaged in the cellular
networks area or to distribute Dekolink's shares as dividend in kind to
Elisra's shareholders. Koor chose the second option, and on August 15, 2005
Elisra distributed Dekolink's shares as dividend in kind to its shareholders
(Koor - 70% and Elta - 30%).
The Elisra Acquisition is subject to the approvals specified in the
Elisra Deed, including the approval of the Issuer's shareholders that was
received on August 23, 2005. Such approvals are to be obtained, and the
closing of the Elisra Acquisition is to be completed, by September 6, 2005.
However, such approval period will be automatically extended to October 6,
2005 if, by September 6, 2005, all approvals other than specified antitrust
approvals have been obtained. Koor or the Issuer may also extend the approval
period to January 6, 2006 if only the approval of the Israeli Antitrust
Commissioner remains pending on October 6, 2005, or may mutually agree to
further extend the approval period.
In general, subject to certain exceptions, the Elisra Acquisition is to
be performed concurrently with the completion of "new Stage C" of the Amended
Tadiran Acquisition as described in the Elisra Deed and below.
The Amended Tadiran Acquisition
On July 6, 2005, the Issuer and Koor entered into the Amended Tadiran
Deed and an amendment to the Tadiran Shareholders Agreement, the English
translation of which is attached hereto as Exhibit C (the "Amended Tadiran
Shareholders Agreement"). These amendments were implemented through the
Amendment to Share Transfer Deed and Shareholders Agreement entered into by
the Issuer and Koor on July 6, 2005, the English translation of which is
attached hereto as Exhibit D (the "Tadiran Amendment Agreement"). The Amended
Tadiran Deed, the Amended Tadiran Shareholders Agreement and the Tadiran
Amendment Agreement are referred to as the "Amended Tadiran Acquisition
Agreements" and the transaction described therein is referred to as the
"Amended Tadiran Acquisition".
The major revisions in the Amended Tadiran Acquisition Agreements relate
to the addition to the Transactions of a "new Stage B", which was implemented
on August 25, 2005. Under the new Stage B, the Issuer has accelerated the
purchase from Koor of 623,115 ordinary shares in Tadiran which represent
approximately 5% of Tadiran's shares, resulting in the Issuer holding a total
of approximately 26% of the outstanding share capital of Tadiran. As a result
of the completion of the new Stage B on August 25, 2005, the Issuer and Koor
have equal representation on the board of directors of Tadiran (the "Tadiran
Board") and the
Issuer has the right to nominate the Tadiran Board Chairman for a term of
24 months commencing on the completion of the new Stage B. Thereafter, Koor
and the Issuer will have the right on a rotating basis to nominate the
Chairman for 24-month periods. Also on completion of the new Stage B, the
provisions of the Amended Tadiran Shareholders Agreement relating to joint
control in Tadiran have become effective.
Under the Amended Tadiran Deed, the Issuer will purchase the balance (an
additional 1,621,161 shares) of the Tadiran shares held by Koor under a "new
Stage C". The new Stage C would occur concurrently with the completion by the
Issuer of the Elisra Acquisition. However, if all the conditions precedent to
the completion of the new Stage C occur, but there is an impediment to the
completion of the Elisra Acquisition, the new Stage C can be completed in
several situations, and mainly if one of the following occurs: (i) Koor
requests to complete the new Stage C, (ii) the impediment to the completion of
the Elisra Acquisition is due to Koor's breach of the Elisra Deed, (iii)
within 16 months of the signing of the Tadiran Amendment Agreement an
alternative transaction was completed, in which a third party purchased Koor's
holdings in Elisra (the "Alternative Transaction") on equal or better
consideration and terms than the Elisra Acquisition, or (iv) in the event the
Alternative Transaction is on inferior consideration and terms than the Elisra
Acquisition, the Issuer has the right to complete the new Stage C, if the
Issuer pays Koor additional consideration that equals the difference between
the consideration of the Elisra Transaction and the Alternative Transaction.
The total consideration for the Amended Tadiran Acquisition remains the
same as under the original terms of the acquisition of Tadiran shares
contemplated in the Tadiran Deed. Under the Amended Tadiran Acquisition, the
Issuer acquired approximately 13.6% and 5% of Tadiran's shares in Stage A and
new Stage B, respectively, and will purchase approximately 13% of Tadiran's
shares in new Stage C, in each case based on the current outstanding share
capital of Tadiran. The consideration paid or to be paid by the Issuer per
share in each Stage is equivalent to $37, plus interest for any amounts paid
after April 1, 2005, and less any dividends distributed by Tadiran during the
applicable period.
The Amended Koor -- Federmann Transaction
On July 6, 2005, Koor and Federmann entered into an amendment to the
Federmann Deed, the English translation of which is attached hereto as Exhibit
E (the "Amended Federmann Deed"), and Koor and the Federmann Parties entered
into an amendment to the Shareholders Agreement, the English translation of
which is attached hereto as Exhibit F (the "Amended Shareholders Agreement").
These amendments were implemented through the Amendment to Share Transfer Deed
and Shareholders Agreement entered into by Koor and the Federmann Parties on
July 6, 2005, the English translation of which is attached hereto as Exhibit G
(the "Amendment Agreement"). The Amended Federmann Deed, the Amended
Shareholders Agreement and the Amendment Agreement are referred to as the
"Amended Federmann Agreements", and the transaction described therein is
referred to as the "Amended Federmann Transaction".
Pursuant to the Amended Federmann Transaction, in new Stage B Koor
purchased on August 25, 2005, 1,000,000 Ordinary Shares from Federmann
(representing approximately 2.43% of the outstanding share capital of the
Issuer) rather than 1,840,000 Ordinary Shares as provided in the original
Federmann Deed (representing approximately 4.4% of the outstanding share
capital of the Issuer). The Amended Federmann Transaction is not
conditioned on the completion of any stages of the Tadiran Acquisition or
on the completion of the Elisra Acquisition, and the Amended Federmann
Transaction is not subject to any conditions precedent.
Following the completion of new Stage B of the Amended Federmann
Transaction, Koor currently own 3,160,000 Ordinary Shares, representing
approximately 7.67% of the outstanding share capital of the Issuer based on
the Issuer's current share capital. Also following completion of new Stage B
of the Amended Federmann Transaction, another director nominated by Koor was
appointed to the Issuer's Board. The consideration per share paid by Koor to
Federmann remained the same as under the original Federmann Deed, and the
other provisions of the original Federmann Agreements remain substantially the
same.
The foregoing summary of certain provisions of agreements related to the
Elisra Acquisition, the Amended Tadiran Acquisition and the Amended Federmann
Transaction is not intended to be complete and is qualified in its entirety by
reference to the full text of the agreements related to such transactions.
Copies of the translation into English of the original agreements related to
such transactions were filed as Exhibits A through C to the Schedule and
copies of the translation into English of the amended agreements related to
such transactions were filed as Exhibits A through G to this Amendment and are
incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
(a) Koor is the direct beneficial owner of 3,160,000 Ordinary Shares or
approximately 7.67% of the outstanding Ordinary Shares, based on 41,177,723(1)
Ordinary Shares outstanding as of September 1, 2005.
In addition, by virtue of the Amended Shareholders Agreement, it could be
alleged that a "group," within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or Rule
13d-5(b)(1) thereunder, has been formed that includes the Federmann Parties
and Koor. Such a group including the Federmann Parties and Koor would be
deemed to beneficially own, in the aggregate, 19,915,448 Ordinary Shares,
representing approximately 48% of the Ordinary Shares outstanding as of
September 1, 2005. Koor expressly disclaims beneficial ownership of Ordinary
Shares beneficially owned by any of the Federmann Parties and does not affirm
that any such "group" exists.
(b) Koor has sole voting and dispositive power with respect to the
3,160,000 Ordinary Shares beneficially owned by it.
Pursuant to, and to the extent set forth in, the Amended Shareholders
Agreement, it could be alleged that Koor shares voting and dispositive power
with respect to the Ordinary Shares beneficially owned by the Federmann
Parties.
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(1) Including 23,901 Ordinary Shares held by a subsidiary of Elbit and 385,000
treasury stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Other than the agreements described in Item 4 of this Amendment and in
Item 4 of the Schedule, there are no present contracts, arrangements,
understandings or relationships (legal or otherwise) between Koor and any
other person with respect to the securities of the Issuer, including, but not
limited to, transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangement, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
Exhibit A: English Translation of the Amended Tadiran Deed, signed
on December 27, 2004 and amended on July 6, 2005,
between Koor Industries Ltd. and Elbit Systems Ltd.*
Exhibit B: English Translation of the Share Transfer Deed, dated
July 6, 2005, between Koor Industries Ltd. and Elbit
Systems Ltd. in connection with the Elisra
Acquisition.*
Exhibit C: English Translation of the Amended Tadiran Shareholders
Agreement, signed on December 27, 2004 and amended on
July 6, 2005, between Koor Industries Ltd., and Elbit
Systems Ltd.*
Exhibit D: English Translation of the Amendment to Share Transfer
Deed and Shareholders Agreement dated July 6, 2005,
between Koor Industries Ltd. and Elbit Systems Ltd.*
Exhibit E: English Translation of the Amended Federmann Deed,
signed on December 27, 2004 and amended on July 6,
2005, between Koor Industries Ltd. and Federmann
Enterprises Ltd.*
Exhibit F: English Translation of the Amended Shareholders
Agreement signed on December 27, 2004 and amended on
July 6, 2005, between Koor Industries Ltd., Federmann
Enterprises Ltd. and Heris Aktiengesellschaft.*
Exhibit G: English Translation of the Amendment to Share Transfer
Deed and Shareholders Agreement dated July 6, 2005,
between Koor Industries Ltd. and Federmann Enterprises
Ltd. and Heris Aktiengesellschaft.*
* All the translations are being attached for the convenience of the reader,
and in the event of any discrepancy between the translations and the original
Hebrew documents, the Hebrew documents will prevail.
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.
Dated: September __, 2005
KOOR INDUSTRIES LTD.
By: /s/ Shlomo Heller
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Name: Shlomo Heller
Title: General Counsel