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 November 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 November 30, 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: November 30, 2005
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1. Press release dated November 30, 2005.
EXHIBIT 1
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ELBIT SYSTEMS COMPLETES PURCHASE OF ALL OF KOOR'S
HOLDINGS IN ELISRA AND TADIRAN COMMUNICATIONS
Haifa, Israel, 30 November 2005, Elbit Systems Ltd. (NASDAQ:ESLT) ("Elbit
Systems") announced, further to its announcement dated August 25, 2005, that it
completed today the purchase of all of the shares of Koor Industries Ltd.
("Koor") in Elisra Electronic Systems Ltd. ("Elisra") for approximately $68.8
million in cash. Following the completion of the transaction, Elbit Systems owns
70% of the Elisra group that includes Elisra, Tadiran Systems and Tadiran
Spectralink. It does not include Elisra's shares in Decolink, a start-up company
that was distributed as a dividend in kind prior to the closing, in accordance
with the terms of the agreement signed between Elbit Systems and Koor on July 6,
2005.
Simultaneously with the acquisition of Koor's shares in Elisra, Elbit Systems
also completed the purchase of the remaining 13% held by Koor in Tadiran
Communications Ltd. ("Tadiran"), for approximately $59.3 million in cash. Elbit
Systems now holds approximately 39% of Tadiran's shares.
Elbit Systems expects that its fourth quarter results will be affected by a
one-time "In Process R&D" charge in the amount of approximately $3.5 million as
a result of the acquisition of the additional shares of Tadiran.
Based on information currently available, Elbit Systems estimates that following
the acquisition of the Elisra shares, and subject to the completion of various
activities currently in process, Elbit Systems will post material write-offs,
the amount of which will be advised by Elbit Systems when determined.
The completion of the purchase of the Elisra shares was made possible following
the receipt of all required approvals, including that of the Israeli Antitrust
Authorities. In accordance with the Israeli antitrust approval, Elbit Systems
has agreed to fulfill conditions imposed by the Antitrust Authorities related to
the market environment between Elbit Systems and Israel Aircraft
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Industries Ltd. ("IAI"), which holds the balance of Elisra's shares. Should the
Antitrust Authorities conclude, during the course of a 5-year period following
the acquisition, that Elbit Systems has not complied with such conditions, the
Antitrust Authorities may take various measures, including steps that could
result in the cessation of the joint holdings in Elisra by Elbit Systems and
IAI.
Joseph Ackerman, President and CEO of Elbit Systems, commented "We appreciate
the support given by the relevant governmental entities that enabled us to
conclude these important acquisitions. The completion of these acquisitions is a
major milestone in the execution of our long-term strategic plan. Elbit Systems
will continue to take steps towards improving our overall worldwide business
standing with the completion of these strategic acquisitions and to emphasize
enhancement of the synergies among the Elbit Systems Group companies to the
benefit of our employees, customers and shareholders."
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.
CONTACTS
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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
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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