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 December 2004
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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 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
Attached hereto as Exhibit 1 and incorporated herein by reference is
the Registrant's press release dated December 27, 2004.
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: December 27, 2004
EXHIBIT INDEX
Exhibit No. Description
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1. Press Release dated December 27, 2004.
EXHIBIT 1
[LOGO OF ELBIT SYSTEMS, LTD.]
Elbit Systems to Purchase Koor's 32% Holdings in Tadiran Communications
Koor to Purchase from Federmann Enterprises 10% of Elbit Systems' Shares
Haifa, Israel, December 27, 2004 Elbit Systems Ltd. (Nasdaq: ESLT), ("Elbit
Systems") announced that it reached agreement early this morning with Koor
Industries Ltd. (NYSE: KOR) ("Koor") to purchase all of Koor's approximately 32%
holdings in Tadiran Communications Ltd. ("Tadiran") (TASE: TDCM). This purchase
will be made in parallel to Koor's purchase of approximately 9.8% of Elbit
Systems' shares from Federmann Enterprises Ltd. ("Federmann") based on
agreements reached early this morning between Federmann and Koor. The
transactions will be executed in two stages as described below.
In the first stage Elbit Systems will purchase from Koor approximately 13.8% of
Tadiran's shares, and Koor will purchase from Federmann approximately 5.3% of
Elbit Systems' shares. Elbit Systems already holds approximately 4.4% of
Tadiran's shares acquired through prior purchases on the market, and therefore,
following completion of the first stage will own approximately 18.2% of
Tadiran's shares. Elbit Systems will be entitled to appoint the greater of 3 or
20% of Tadiran's board of directors, and Koor will be entitled to appoint one
member of Elbit Systems' board of directors.
In the second stage Elbit Systems will purchase the balance of Koor's holdings
in Tadiran. Koor will purchase an additional approximately 4.5% of Elbit
Systems' shares from Federmann and will be entitled to appoint an additional
member to Elbit Systems' board, including the board's Vice Chairman. The second
stage is subject to Koor completing the sale to Tadiran of Koor's 70% holdings
in Elisra Electronic Systems Ltd. ("Elisra") on agreed upon terms. Subject to
those terms Elbit Systems agreed to support the purchase of the Elisra shares by
Tadiran at Tadiran's general shareholders meeting. In the event that the sale of
the Elisra shares to Tadiran is not made within the next 16 months, then Koor
and Elbit Systems will have equal representation on Tadiran's board of
directors, and an agreement regarding joint control of Tadiran will enter into
effect between Elbit Systems and Koor.
Elbit Systems will purchase from Koor the 32% of the Tadiran shares at a price
of $37 per share, resulting in a total purchase price of approximately $146
million. Koor will purchase from Federmann the 9.8% of the shares in Elbit
Systems at a price of $24.70 per share, resulting in a total purchase price of
approximately $99 million.
Shareholders agreements will apply to the holdings of Koor and Elbit Systems in
Tadiran and the holdings of Federmann and Koor in Elbit Systems.
The transactions and each of their stages are subject to approval by the
companies' boards of directors, a general meeting of Elbit Systems' shareholders
and applicable regulatory authorities, including the Israel Antitrust Authority.
Joseph Ackerman, Elbit Systems President and CEO said, "This is a significant
step in the consolidation of the Israeli defense industry, and I have no doubt
that it will enhance our ability to compete in the global market. Tadiran
Communications is an excellent company and both Tadiran and Elisra have advanced
technology products that have proven operational success with many defense
forces, including the IDF. Tadiran's business areas complement those of Elbit
Systems and will represent a significant force multiplier. I hope this
transaction will serve as an example for further privatizations and mergers in
the Israeli defense industry."
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About Elbit Systems
Elbit Systems Ltd. is an international defense electronics company engaged in a
wide range of defense-related programs throughout the world, in the areas of
aerospace, land and naval systems, command, control, communications, computers,
intelligence, surveillance and reconnaissance ("C4ISR"), advanced electro-optic
and space technologies. The Company focuses on the upgrading of existing
military platforms and developing new technologies for defense and homeland
security applications.
For more about Elbit Systems, please visit our website at www.elbitsystems.com
Contacts:
Company contact IR Contacts
Ilan Pacholder, Corporate Secretary Ehud Helft/Kenny Green
and VP 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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