zk1211227.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
 
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 March 2012
_______________________
 
Commission File Number 000-28998
 
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                                o 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): o
 
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): o
 
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: o

o 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 by reference herein is the Registrant's Press Release dated March 27, 2012.
 
Attached hereto herein as Exhibit 2 and incorporated by reference herein are the provisions of the English language section of a shelf offering report made public in Israel by the Registrant on March 27, 2012, in connection with the Registrant's offering in Israel of New Series A Notes. The attached updates information regarding the Registrant previously disclosed in its public filings with the SEC and discusses new information not previously disclosed in its public filings with the SEC.
 
Attached hereto as Exhibit 3 and incorporated by reference herein is the Rating Agency's consent.
 
The offering of the New Series A Notes pursuant to the shelf offering report was made only in Israel. The New Series A Notes have not and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to U.S. Persons (as defined in Regulation “S” promulgated under the Securities Act) without registration under the Securities Act or an exemption from the registration requirements of the Securities Act.
 
This Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities.
  
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/ Ronit Zmiri  
    Name: Ronit Zmiri  
    Title: Corporate Secretary  
       
 
Dated: March 27, 2012
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit No.
Description
   
Exhibit 1 -
Registrant's Press Release Dated March 27, 2012
   
Exhibit 2 -
Provisions of the English language section of the shelf offering report made public in Israel by the Registrant on March 27, 2012
   
Exhibit 3 -
Consent of Rating Agency Dated March 26, 2012