UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
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)
April 18, 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 ss.ss. 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 ss. 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).
Page 1 of 10
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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7 SOLE VOTING POWER
2,160,000*+
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY - 0 -
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,160,000*+
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,160,000*+
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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)
5.26%*+
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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 the
Federmann Parties (as defined below) pursuant to the terms of the
Shareholders Agreement (as defined below) as described in Items 4 and 5 of
this Statement. Koor Industries Ltd. does not affirm to be part of a group
and expressly disclaims beneficial ownership of the 17,778,469 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.
Page 2 of 10
Item 1. Security and Issuer
The class of securities to which this Statement relates is 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"), whose principal executive offices are
located at Advanced Technology Center, P.O. Box 539, Haifa 31053, Israel.
Item 2. Identity and Background
(a)-(c), (f)This Statement is filed by Koor Industries Ltd. ("Koor").
Koor is an Israeli corporation with its principal executive offices located at
14 Hamelacha Street, Park Afek, Rosh Ha'ayin 48091, Israel. Koor is a
multi-industry holding company engaged through its direct and indirect wholly
and partially owned subsidiaries and affiliates in the following core
businesses: telecommunications, defense electronics, agrochemicals and
investments in start-ups in the fields of telecommunication and life science.
Koor is also involved in tourism, real estate and international trade
businesses. The names, business addresses, present principal occupation or
employment (and names, principal businesses and addresses of places of
additional employment) and citizenship of the executive officers and directors
of Koor are set forth in Annex A hereto and incorporated herein by reference.
(d)-(e) Neither Koor nor, to the best of its knowledge, have any of
its executive officers and directors listed on Annex A hereto, has during the
last five years (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate amount of funds used by Koor in making the purchase of
Ordinary Shares reported herein was U.S.$53,186,984. These funds came from the
sale by Koor of approximately 13.8% 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.$62,455,142 pursuant to a Share Transfer
Deed, dated December 27, 2004, between Koor and the Issuer, which is attached
hereto as Exhibit A (the "Tadiran Deed") and is incorporated herein by
reference, in connection with the transactions described in Item 4 below.
Item 4. Purpose of Transaction
On December 27, 2004, Koor entered into a series of agreements with
the Issuer and with Federmann Enterprises Ltd., a company organized under the
laws of the State of Israel ("Federmann").
Under the terms of the Tadiran Deed, Koor agreed to sell its entire
holdings in Tadiran consisting of 3,944,276 ordinary shares (or approximately
32% of the outstanding share capital of Tadiran) to the Issuer for aggregate
consideration of approximately U.S.$146 million, based on a purchase price of
U.S.$36.74 per share.
Page 3 of 10
Concurrently with the signing of the Tadiran Deed, pursuant to a Share
Transfer Deed, dated December 27, 2004, between Federmann and Koor, which is
attached hereto as Exhibit B (the "Federmann Deed" and, together with the
Tadiran Deed, the "Deeds") and is incorporated herein by reference, Koor agreed
to acquire 4,000,000 Ordinary Shares (or approximately 9.8% of the outstanding
share capital of the Issuer) from Federmann for aggregate consideration of
approximately U.S.$99 million, based on a purchase price of U.S.$24.70 per
Ordinary Share (subject to deductions for dividends paid by the Issuer and to
interest payable for any amounts paid after April 1, 2005). On the date the
Deeds were signed, the Issuer held approximately 4.2% of the outstanding share
capital of Tadiran and Federmann held approximately 49% of the outstanding
share capital of the Issuer.
Pursuant to the Deeds, the transactions between Koor and Federmann and
Koor and the Issuer (collectively, the "Transactions") are interconnected, will
be completed in two stages and are subject to certain conditions, including,
but not limited to approval of the applicable anti-trust regulators.
In "Stage A" (as defined in the Tadiran Deed), the first stage of the
Transactions, which closed on April 18, 2005, Koor has sold 1,700,000 ordinary
shares of Tadiran (or approximately 13.8% of the outstanding share capital of
Tadiran) to the Issuer for U.S.$62,455,142 pursuant to the Tadiran Deed, and
Koor has acquired 2,160,000 Ordinary Shares (or approximately 5.25% of the
outstanding share capital of the Issuer) from Federmann for U.S.$53,186,984
pursuant to the Federmann Deed.
In "Stage B" (as defined in the Federmann Deed), the second stage of
the Transactions, Koor will sell the balance of its holdings in Tadiran, an
additional 2,244,276 ordinary shares (or approximately 18.2% of the outstanding
share capital of Tadiran), to the Issuer for approximately U.S.$83 million
pursuant to the Tadiran Deed, and Koor will acquire 1,840,000 Ordinary Shares
(or approximately 4.5% of the outstanding share capital of the Issuer) for
approximately U.S.$45.5 million pursuant to the Federmann Deed. "Stage B" is
contingent, among other things, on the closing of a transaction in which
Tadiran will acquire from Koor its approximately 70% holdings in Elisra
Electronic Systems Ltd. (the "Elisra Transaction"). The parties agreed that the
closing date for "Stage B" is currently scheduled for October 31, 2005.
However, if the conditions for "Stage B" will not be satisfied by October 31,
2005, the closing date for "Stage B" will be automatically postponed to January
31, 2006. If the Elisra Transaction is not closed by such date, the closing
date for "Stage B" can be postponed by Koor to August 31, 2006 or to another
date agreed upon by the parties. Notwithstanding the above, Federmann has the
right under the Federmann Deed not to postpone the closing date for "Stage B"
until January 31, 2006 or until August 31, 2006, all as detailed in the
Federmann Deed.
On December 27, 2004, in connection with the Transactions, Koor,
Federmann and Heris Aktiengesellschaft, a corporation existing under the laws
of the State of Liechtenstein and controlled by Federmann ("Heris" and,
together with Federmann, the "Federmann Parties") entered into a Shareholders
Agreement, which is attached hereto as Exhibit C (the "Shareholders Agreement")
and is incorporated herein by reference. The Shareholders Agreement became
effective upon the closing of "Stage A" and relates to, among other things, the
voting and transfer of the Ordinary Shares of the Issuer held by the parties.
Page 4 of 10
Pursuant to the Shareholders Agreement, from the closing of "Stage A"
until the closing of "Stage B", or if such second closing does not occur, until
such time as Koor's ownership of Ordinary Shares falls below 4.32% of the
outstanding Ordinary Shares, the Federmann Parties agree to vote their Ordinary
Shares in favor of the election to the Issuer's board of directors (the
"Board") of one director nominated by Koor. In connection with the closing of
"Stage A" Jonathan Kolber, Koor's Chief Executive Officer, was elected to the
Board. From the closing of "Stage B" until such time as Koor's ownership of
Ordinary Shares falls below 6.45% of the outstanding Ordinary Shares, the
Federmann Parties agree to vote their Ordinary Shares in favor of the election
to the Board of such number of candidates nominated by Koor, which is the
greater of two directors or 20% of the members of the Board, and the
appointment of one director nominated by Koor to serve as vice-chairman of the
Board. Following the closing of "Stage B", from such time as Koor's ownership
of Ordinary Shares falls below 6.45% of the outstanding Ordinary Shares until
such time as Koor's ownership of Ordinary Shares falls below 4.32% of the
outstanding Ordinary Shares, Koor's right to nominate directors to the Board
will be reduced to one director, and if Koor's ownership of Ordinary Shares
falls below 4.32% of the outstanding Ordinary Shares, Koor will no longer have
any right to nominate directors to the Board. In addition, from the closing of
"Stage B" to the extent requested to do so by Koor, the Federmann Parties agree
to vote their Ordinary Shares at the Issuer's general shareholder meeting in
order to pass a resolution of the Issuer approving the Issuer's entering into a
registration rights agreement with Koor, which will entitle Koor to one demand
registration so long as it holds 5% or more of the Ordinary Shares.
In addition, pursuant to the Shareholders Agreement, for so long as
the Federmann Parties hold in the aggregate 20% or more of the outstanding
Ordinary Shares, Koor agrees to vote its Ordinary Shares in favor of the
election to the Board of all directors nominated by the Federmann Parties (in
addition to those nominated by Koor, as stated above). In addition, pursuant to
the Shareholders Agreement and subject to certain limitations described
therein, Koor agrees to vote its Ordinary Shares at any meeting of the
shareholders of the Issuer in accordance with the written instructions of the
Federmann Parties.
The Shareholders Agreement also contains provisions (i) restricting
the transfer by Koor of Ordinary Shares for twelve months following the closing
of "Stage A" or if "Stage B" is closed, for nine months following such closing,
(ii) granting Koor tag-along rights with respect to dispositions by the
Federmann Parties of more than half their Ordinary Shares, (iii) granting
certain rights of first refusal to the Federmann Parties with respect to
certain dispositions by Koor of its Ordinary Shares and (iv) granting purchase
participation rights to any party in the event that the other party purchases
Ordinary Shares for total consideration in excess of U.S.$ 25 million from a
single third party.
The Shareholders' Agreement will remain in effect until the earlier of
(i) April 18, 2020 and (ii) the date on which the Federmann Parties' holdings
of Ordinary Shares together with Koor's holdings of Ordinary Shares falls below
25% of the issued share capital of the Issuer, provided that all the rights and
obligations of the Federmann Parties or Koor under the Shareholders Agreement
have not been previously transferred or transferred concurrently with such
reduction to a new party (in which case the Shareholders Agreement will not
terminate but will bind the new party). In addition, as of October 1, 2008,
Koor will have the right to inform the Federmann Parties, in writing, if it
wishes to terminate its rights and obligations under certain provisions of the
Shareholders Agreement, and six months after submitting such a notice such
rights and obligations will be terminated.
Page 5 of 10
The foregoing summary of certain provisions of the Deeds and the
Shareholders Agreement is not intended to be complete and is qualified in its
entirety by reference to the full text of such agreements. Copies of the
translation into English of such agreements are filed as Exhibits A, B and C,
respectively, to this Statement and are incorporated herein by reference.
Except as set forth in this Item 4, Koor does not have any present
plans or proposals that relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Koor is the direct beneficial owner of 2,160,000 Ordinary Shares
or approximately 5.26% of the outstanding Ordinary Shares, based on 41,091,763
Ordinary Shares outstanding as of April 18, 2005.
In addition, by virtue of the 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, 19,938,469 Ordinary Shares,
representing 48% of the Ordinary Shares outstanding as of April 18, 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
2,160,000 Ordinary Shares beneficially owned by it.
Pursuant to, and to the extent set forth in, the 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. To the knowledge of Koor and based on documents publicly filed by the
Federmann Parties, the name, state of organization, business address and
principal business of each of the Federmann Parties is as follows:
(i) Federmann is a corporation existing under the laws of
the State of Israel with its principal executive offices located at
87 Hayarkon Street, Tel-Aviv, Israel. The principal business activity
of Federmann is the holding and managing of investments in private
and public companies; and
(ii) Heris is a corporation existing under the laws of the
State of Liechtenstein with its principal executive offices located
at Aeulestrasse 38 F1-9490 Vaduz Forstentum Liechtenstein, c/o
Prasidial-Anstalt. The principal business activity of Heris is the
holding of investments in private and public companies.
To the knowledge of Koor and based on documents publicly filed by the
Federmann Parties, during the last five years, none of the Federmann Parties
has been: (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (ii) a party to a
Page 6 of 10
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to Federal or State securities laws or finding
any violation with respect to such laws.
(c) Except as set forth or incorporated herein, Koor has not effected
any transaction in the Ordinary Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Other than the Deeds and the Shareholders Agreement, 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 Share Transfer Deed, dated
December 27, 2004, between Koor Industries Ltd. and Elbit
Systems Ltd.*
Exhibit B: English Translation of the Share Transfer Deed, dated December
27, 2004, between Federmann Enterprises Ltd. and Koor
Industries Ltd.*
Exhibit C: English Translation of the Shareholders Agreement, dated
December 27, 2004, between Koor Industries Ltd., Federmann
Enterprises Ltd. and Heris Aktiengesellschaft*
* All the translations of the agreements filed as exhibits to this Statement
and incorporated herein by reference are 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.
Page 7 of 10
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: April 27, 2005
KOOR INDUSTRIES LTD.
By: /s/ Shlomo Heller
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Name: Shlomo Heller
Title: General Counsel
Page 8 of 10
ANNEX A
Set forth below is the name, current business address, the present
principal occupation or employment and citizenship of each director and
executive officer of Koor Industries Limited. Unless otherwise indicated, each
person identified below is employed by Koor Industries Limited. The principal
address of Koor Industries Limited, and unless otherwise indicated below, the
current business address for each individual listed below, is 14 Hamelacha
Street, Park Afek, Rosh Ha'ayin 48091, Israel.
Name, Position with Koor Present Principal Occupation
and Business Address or Employment Citizenship
-------------------------- -------------------------------- -------------
1. Charles R. Bronfman Director, Chairman of the Board Canada
Chairman of the Board of Claridge Israel L.L.C.
Seagram Building
375 Park Avenue
New York, NY 10152
2. Rolando Eisen Chairman of the Board Israel
Director of Green Market
2a Gaiger Street
N'vey Avivim
Tel Aviv 69341
Israel
3. Paulette Eitan Managing Director of Paulette Israel
Director Eitan, Business Planning Services
6 Mazada Street Ltd.
Herzlia Pituah 46750
Israel
4. Ron Feinstein Senior Partner in the Law Office Israel
Director of Feinstein and Feinstein
14 Hatibonim Street
Jerusalem 92386
Israel
5. Andrew Hauptman President of Andell Inc. United States
Director
14 Walpole Street
London SW34QP England
6. Chemi Peres Managing Director of Pitango Israel
Director Venture Capital
11 Ha'Menofim Street
Herzlia Pituah 46725
Israel
Page 9 of 10
Name, Position with Koor Present Principal Occupation
and Business Address or Employment Citizenship
-------------------------- -------------------------------- -------------
7. Dan Propper Managing Director and Chief Israel
Director Executive Officer of the Osem
Group of Companies
61 Zabotinski Street
Petah Tikva 49517
Israe
8. David Rubner Chairman and Chief Executive Israel
Director Officer of Rubner Technology
Ventures Ltd.
11 Ha'melacha Street
Park Afek,
Rosh Ha'ayn 48092
Israel
9. Gabriella Shalev Professor at the Hebrew Israel
Director University
9 Ha'Hardufim Street
Even Yehuda 40500
Israel
10. Jonathan Kolber Chief Executive Officer of Koor Canada and
Chief Executive Officer Israel
11. Danny Biran President of Koor Israel
President
12. Yuval Yanai Chief Financial Officer of Koor Israel
Chief Financial Officer
13. Aron Zuker Vice President of Koor Israel
Vice President
14. Shlomo Heller General Counsel and Corporate Israel
General Counsel and Secretary of Koor
Corporate Secretary
Page 10 of 10