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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
(AMENDMENT NO. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
ELBIT SYSTEMS LTD.
(Name of Issuer)
ORDINARY SHARES, NOMINAL VALUE 1.00 NEW ISRAELI SHEKELS
PER SHARE M3760D101
-------------------------------------------------------- ---------
(Title of class of securities)
ZVI FIRON, ADVOCATE
FIRON KARNI SAROV & FIRON ADVOCATES AND NOTARIES
111 ARLOZOROV STREET
TEL-AVIV, ISRAEL 62097
972-3-6950811
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(Name, address and telephone number of person authorized to receive notices
and communications)
(SEE EXPLANATORY NOTE)
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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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [_].
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CUSIP No. M3760D101 13D/A Page 2
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1. Names of Reporting Persons. Michael Federmann
I.R.S. Identification Nos. of above persons (entities only).
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds: N/A
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
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 -0-
Shares Bene- ------------------------------------------------------
ficially Owned 8. Shared Voting Power 12,100,000(1)
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power -0-
Person With ------------------------------------------------------
10. Shared Dispositive Power 12,100,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
12,100,000(1)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
30.88%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
------------------------------
1 The Reporting Person may also be deemed to have shared voting power
with respect to, and to beneficially own, an additional 7,815,448
shares of the Issuer that are owned by Elron Electronic Industries Ltd.
("Elron"), representing an additional 19.95% of the Issuer's
outstanding ordinary shares, as a result of a shareholders agreement
between Elron and certain of the Reporting Persons, a description of
which is set forth on Schedule F. The Reporting Person disclaims
beneficial ownership of such shares.
2
CUSIP No. M3760D101 13D/A Page 3
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1. Names of Reporting Persons. Federmann Enterprises Ltd.
I.R.S. Identification Nos. of above persons (entities only).
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds: N/A
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization Israel
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power -0-
Shares Bene- ------------------------------------------------------
ficially Owned 8. Shared Voting Power 12,100,000(1)
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power -0-
Person With ------------------------------------------------------
10. Shared Dispositive Power 12,100,000
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
12,100,000(1)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
30.88%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
------------------------------
1 The Reporting Person may also be deemed to have shared voting power
with respect to, and to beneficially own, an additional 7,815,448
shares of the Issuer that are owned by Elron, representing an
additional 19.95% of the Issuer's outstanding ordinary shares, as a
result of a shareholders agreement between Elron and certain of the
Reporting Persons, a description of which is set forth on Schedule F.
The Reporting Person disclaims beneficial ownership of such shares.
3
CUSIP No. M3760D101 13D/A Page 4
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1. Names of Reporting Persons. Heris Aktiengesellschaft
I.R.S. Identification Nos. of above persons (entities only).
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds: N/A
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization Liechtenstein
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Number of 7. Sole Voting Power -0-
Shares Bene- ------------------------------------------------------
ficially Owned 8. Shared Voting Power 3,836,456(1)
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power -0-
Person With ------------------------------------------------------
10. Shared Dispositive Power 3,836,456
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,836,456(1)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
9.79%
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14. Type of Reporting Person (See Instructions)
CO
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------------------------------
1 The Reporting Person may also be deemed to have shared voting power
with respect to, and to beneficially own, an additional 7,815,448
shares of the Issuer that are owned by Elron, representing an
additional 19.95% of the Issuer's outstanding ordinary shares, as a
result of a shareholders agreement between Elron and certain of the
Reporting Persons, a description of which is set forth on Schedule F.
The Reporting Person disclaims beneficial ownership of such shares.
4
CUSIP No. M3760D101 13D/A Page 5
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1. Names of Reporting Persons. Beit Federmann Ltd.
I.R.S. Identification Nos. of above persons (entities only).
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds: N/A
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization Israel
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power -0-
Shares Bene- ------------------------------------------------------
ficially Owned 8. Shared Voting Power 12,100,000(1)
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power -0-
Person With ------------------------------------------------------
10. Shared Dispositive Power 12,100,000
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
12,100,000(1)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
30.88%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
------------------------------
1 The Reporting Person may also be deemed to have shared voting power with
respect to, and to beneficially own, an additional 7,815,448 shares of the
Issuer that are owned by Elron, representing an additional 19.95% of the
Issuer's outstanding ordinary shares, as a result of a shareholders
agreement between Elron and certain of the Reporting Persons, a
description of which is set forth on Schedule F. The Reporting Person
disclaims beneficial ownership of such shares.
5
CUSIP No. M3760D101 13D/A Page 6
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1. Names of Reporting Persons. Beit Bella Ltd.
I.R.S. Identification Nos. of above persons (entities only).
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds: N/A
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization Israel
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power -0-
Shares Bene- ------------------------------------------------------
ficially Owned 8. Shared Voting Power 12,100,000(1)
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power -0-
Person With ------------------------------------------------------
10. Shared Dispositive Power 12,100,000
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
12,100,000(1)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
30.88%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
------------------------------
1 The Reporting Person may also be deemed to have shared voting power with
respect to, and to beneficially own, an additional 7,815,448 shares of the
Issuer that are owned by Elron, representing an additional 19.95% of the
Issuer's outstanding ordinary shares, as a result of a shareholders
agreement between Elron and certain of the Reporting Persons, a
description of which is set forth on Schedule F. The Reporting Person
disclaims beneficial ownership of such shares.
6
CUSIP No. M3760D101 13D/A Page 7
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1. Names of Reporting Persons. Beit Yekutiel Ltd.
I.R.S. Identification Nos. of above persons (entities only).
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds: N/A
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization Israel
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power -0-
Shares Bene- ------------------------------------------------------
ficially Owned 8. Shared Voting Power 12,100,000(1)
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power -0-
Person With ------------------------------------------------------
10. Shared Dispositive Power 12,100,000
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
12,100,000(1)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
30.88%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
------------------------------
1 The Reporting Person may also be deemed to have shared voting power with
respect to, and to beneficially own, an additional 7,815,448 shares of the
Issuer that are owned by Elron, representing an additional 19.95% of the
Issuer's outstanding ordinary shares, as a result of a shareholders
agreement between Elron and certain of the Reporting Persons, a
description of which is set forth on Schedule F. The Reporting Person
disclaims beneficial ownership of such shares.
7
Explanatory Note
This statement on Schedule 13D amends and replaces the statement on
Schedule 13D (the "Initial Schedule") previously filed with the Securities and
Exchange Commission jointly by the Reporting Persons and Elron, a corporation
organized and existing under the laws of the State of Israel with respect to the
ordinary shares, par value New Israeli Shekel 1.0 per share (the "Ordinary
Shares"), of Elbit Systems Ltd. (the "Issuer"). The filing of this Amendment No.
1 to Schedule 13D is not required under Section 13 of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and the rules promulgated thereunder
since there has been no material change in the percentage of the Ordinary Shares
beneficially held by the Reporting Persons. The Reporting Persons are causing
this Amendment No. 1 to Schedule 13D to be filed with the Securities and
Exchange Commission to clarify that the Reporting Persons will not file
additional amendments to this Schedule 13D jointly with Elron in the future.
This Amendment No. 1 to Schedule 13D restates information included in
the Initial Schedule, in accordance with Rule 101(a)(2)(ii) of Regulation S-T
under the 1934 Act.
Item 1. Security and Issuer.
--------------------
The title and class of equity security to which this statement on
Schedule 13D relates is ordinary shares, nominal value 1.00 New Israeli Shekels
per share, of the Issuer, a corporation existing under the laws of the State of
Israel. The address of the Issuer's principal executive offices is Advanced
Technology Center, Haifa, Israel 31053.
The Ordinary Shares are traded on the NASDAQ National Market System and
the Tel Aviv Stock Exchange.
The CUSIP number for the Ordinary Shares is M3760D101.
Item 2. Identity and Background.
------------------------
This statement is being filed by Michael Federmann, for and on behalf
of himself, Federmann Enterprises Ltd. ("FEL"), Heris Aktiengesellschaft ("HF"),
Beit Federmann Ltd. ("BFL"), Beit Bella Ltd. ("BBL") and Beit Yekutiel Ltd.
("BYL") (collectively, the "Reporting Persons" or the "Federmann Group") 2.
Michael Federmann is the controlling shareholder of each of BBL and BYL; BBL and
BYL are the controlling shareholders of BFL; BFL is the controlling shareholder
of FEL; and FEL is the controlling shareholder of HF. The Reporting Persons are
making this single joint filing pursuant to Rule 13d-1(k) under the 1934 Act. An
agreement among the Reporting Persons with respect to the filing of this
statement is attached hereto as Exhibit 1.
The business address of Mr. Michael Federmann is c/o Federmann
Enterprises Ltd., 87 Hayarkon Street, Tel-Aviv, Israel. Mr. Michael Federmann is
the Chairman of the Board of Directors of each of FEL (see description below)
and Dan Hotels Corp. Ltd., which is principally engaged in the business of
operating luxury hotels in Israel. The address of Dan Hotels Corp. Ltd. is 99
Hayarkon Street, Tel Aviv, Israel. Mr. Michael Federmann is also the Chairman of
the Board of Directors of the Issuer, which is principally engaged in the
-----------------------------
2 Mr. Yekutiel Federmann, who was one of the Reporting Persons in the
Initial Schedule, passed away following the filing of the Initial
Schedule.
8
development, manufacturing and integration of advanced, high-performance
defense electronics systems. The address of the Issuer is set forth in Item 1
above. Mr. Michael Federmann is a citizen of the State of Israel.
FEL 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 FEL is the holding and managing of
investments in private and public companies.
HF 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 HF is the holding of investments in private and public
companies.
Each of BFL, BBL and BYL is a corporation existing under the laws of
the State of Israel with its principal executive offices located at 111
Arlozorov Street, Tel-Aviv, Israel, c/o Firon, Karni, Sarov & Firon, Advocates
and Notaries. The principal business activity of each of BFL, BBL and BYL is the
holding of investments in private companies.
The name, present business address, present principal occupation or
employment and citizenship of each director and executive officer of FEL, HF,
BFL, BBL and BYL are set forth on Schedules A, B, C, D and E attached hereto,
respectively.
During the last five years none of the Reporting Persons, nor, to the
best of their knowledge, any of their directors or executive officers, has been
(i) convicted of any criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a 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.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
On December 19, 1999, the Issuer, FEL, HF, Rehovot Instruments Ltd. and
Elop Electro-Optics Industries Ltd. ("Elop") entered into a Merger Agreement
(the "Merger Agreement"), pursuant to which Elop would be merged into and become
a subsidiary of the Issuer in exchange for the issuance by the Issuer of an
aggregate of 12,100,000 Ordinary Shares to FEL and HF, the shareholders of Elop,
subject to adjustment as provided in the Merger Agreement. The merger
transaction contemplated under the Merger Agreement was completed on July 2,
2000. The 12,100,000 Ordinary Shares issued to FEL and HF pursuant to the Merger
Agreement were issued in consideration for the merger of Elop with and into the
Issuer. A copy of the English translation of the Merger Agreement is attached
hereto as Exhibit 2.
To the knowledge of the Reporting Persons, Elron acquired 8,575,448
Ordinary Shares in November 1996 as a result of a Plan of Arrangement (the
"Plan"), under Section 233 and 237 of the Israeli Companies Ordinance,
undertaken by Elbit Ltd. ("Elbit"). The Plan divided Elbit into three separate
companies: (i) Elbit Medical Imaging Ltd., which owned and operated all of
Elbit's healthcare-related businesses; (ii) the Issuer, which owns and operates
all of Elbit's defense-related businesses; and (iii) Elbit, which owned and
operated all of Elbit's
9
other businesses. Pursuant to the Plan, Elbit distributed one Ordinary Share of
the Issuer for each outstanding share of Elbit. Elron owned 8,575,448 ordinary
shares of Elbit before the Plan was consummated and therefore received 8,575,448
Ordinary Shares pursuant to the Plan.
Since the consummation of the Plan and through the date of filing of
this Schedule 13D/A, to the knowledge of the Reporting Persons, the number of
Ordinary Shares held by Elron has been reduced.
Item 4. Purpose of Transaction.
-----------------------
The Reporting Persons acquired the Ordinary Shares referred to in the
first paragraph of Item 3 above on July 2, 2000 upon completion of the merger
transaction contemplated by the Merger Agreement. At that time, the Reporting
Persons were beneficial owners of shares of capital stock of Elop and therefore
were entitled under the Merger Agreement to receive the Ordinary Shares upon
effectiveness of the merger in exchange for their shares of Elop.
Elron acquired the Ordinary Shares referred to in the second paragraph
of Item 3 above pursuant to the Plan undertaken by the Board of Directors and
shareholders of Elbit.
Adjustments to the Merger Consideration. The number of Ordinary Shares
issued pursuant to the Merger Agreement was subject to adjustment as provided in
the Merger Agreement. If any of the representations made by any of the parties
to the Merger Agreement was incorrect, an adjustment would be made to the number
of shares issued to the Reporting Persons. If the incorrect representation was
made by the Issuer, additional Ordinary Shares would be issued to the Reporting
Persons, and if the incorrect representation was made by Elop and/or its
shareholders, the Reporting Persons would transfer a portion of the Ordinary
Shares issued to them to a wholly owned subsidiary of the Issuer.
Notwithstanding the foregoing, no adjustment would be made unless the cumulative
dollar amount of all adjustments exceeded US $16 million, other than in cases of
misrepresentations relating to the share capital of the Issuer or of Elop, in
which case an adjustment would be made regardless of the aggregate dollar amount
of all adjustments. The right to request an adjustment pursuant to the Merger
Agreement was available until the earlier of:
(i) the date on which the Issuer's Board of Directors approved the
Issuer's consolidated financial statements for the year ended
December 31, 2002; and
(ii) April 30, 2003.
The period during which a request for adjustment could be made has
elapsed without any adjustments made to the number of Ordinary Shares issued
pursuant to the Merger Agreement.
Changes in the Issuer's Board and Management. Pursuant to the Merger
Agreement, immediately following consummation of the merger, eleven directors
served on the Issuer's Board of Directors. These directors included two
Independent (External) Directors, four directors nominated by Elron, four
directors nominated by the Reporting Persons, and the President, who is a member
of the Board of Directors. Although the President may participate in
10
all meetings of the Issuer's Board of Directors, the President may not vote in
connection with any resolution of the Board of Directors if his vote constitutes
the determining vote on a resolution. In addition, immediately following
consummation of the merger, Michael Federmann served as the Chairman of the
Board of Directors of the Issuer, Joseph Ackerman continued to serve as
President of the Issuer and Jacob Toren, who immediately prior to the merger was
the Managing Director of Elop, served as a director of the Issuer and as
Chairman of the Merger Committee of the Issuer's Board of Directors for the
period of the merger (note that Mr. Toren has since resigned from the foregoing
positions).
Shareholders' Agreement. Concurrently with the signing of the Merger
Agreement, on December 19, 1999 Elron, FEL and HF entered into a Shareholders'
Agreement which governs the relations between Elron, FEL and HF as shareholders
of the Issuer following the merger. A description of that agreement is attached
hereto as Schedule F, and is incorporated herein by reference.
Subject to certain restrictions set forth in the shareholders'
agreement (see Schedule F, "Restrictions on Sales and Purchases of Company
Shares"), the Reporting Persons may acquire additional securities of the Issuer
or dispose of securities of the Issuer at any time and from time to time in the
open market or otherwise. Although the foregoing represents the range of
activities presently contemplated by the Reporting Persons with respect to the
Issuer, it should be noted that the possible activities of the Reporting Persons
are subject to change at any time.
Except as set forth above, none of the Reporting Persons, nor, to the
best of their knowledge, any of their directors or executive officers, has any
present plans or proposals which relate to or would result in any of the actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) The responses of the Reporting Persons to Rows (11) through (13) of
the cover pages of this Schedule 13D are incorporated herein by reference. As of
July 1, 2003, the Reporting Persons beneficially owned an aggregate of
12,100,000 Ordinary Shares, representing approximately 30.88% of the outstanding
Ordinary Shares of the Issuer (based on an aggregate of 39,175,069 Ordinary
Shares outstanding as of the close of business on July 1, 2003, as reported in
the Issuer's Form 6-K dated July 15, 2003).
Except as disclosed in this Item 5(a), none of the Reporting Persons,
nor, to the best of their knowledge, any of their directors or executive
officers, beneficially owns any Ordinary Shares.
(b) The responses of the Reporting Persons to (i) Rows (7) through (10)
of this Schedule 13D and (ii) Item 5(a) hereof are incorporated herein by
reference.
Except as disclosed in this Item 5(b), none of the Reporting Persons,
nor, to the best of their knowledge, any of their directors or executive
officers, presently has the power to vote or to direct the vote or to dispose or
direct the disposition of any of the Ordinary Shares which they may be deemed to
beneficially own.
11
(c) None of the Reporting Persons, nor, to the best of their knowledge,
any of their directors or executive officers, has effected any transactions in
the Ordinary Shares during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
---------------------------------------------------------------------
to Securities of the Issuer.
----------------------------
The information set forth in Items 3 and 4 hereof is incorporated
herein by reference.
On July 2, 2000, upon consummation of the merger transaction
contemplated by the Merger Agreement, Elron, FEL and HF entered into a
Registration Rights Agreement which governs the rights and obligations of the
parties with respect to the registration of their Ordinary Shares for sale in
the United States. A description of that agreement is set forth on Schedule G,
and is incorporated herein by reference.
An agreement among the Reporting Persons with respect to the filing of
this Schedule 13D and any amendments hereto is attached as Exhibit 1.
Except as disclosed in this Item 6, none of the Reporting Persons, nor,
to the best of their knowledge, any of their directors or executive officers,
are parties to any contract arrangement, understanding or relationship (legal or
otherwise) with respect to securities of the Issuer.
Item 7. Materials to be Filed as Exhibits.
----------------------------------
Exhibit 1 Joint Filing Agreement by and among Michael Federmann,
Federmann Enterprises Ltd., Heris Aktiengesellschaft, Beit
Federmann Ltd., Beit Bella Ltd. and Beit Yekutiel Ltd.
Exhibit 2(3) English translation of Merger Agreement dated December 19,
1999 by and between Elbit Systems Ltd., Elop Electro-Optics
Industries Ltd., Federmann Enterprises Ltd., Heris Finanz
Aktiengesellschaft (now known as Heris Aktiengesellschaft) and
Rehovot Instruments Ltd.
Exhibit 3(3) English translation of Shareholders' Agreement dated December
19, 1999 by and between Elron Electronic Industries Ltd.,
Federmann Enterprises Ltd. and Heris Finanz Aktiengesellschaft
(now known as Heris Aktiengesellschaft).
Exhibit 4(3) Registration Rights Agreement dated July 2, 2000 by and among
Elbit Systems Ltd., Elron Electronic Industries Ltd.,
Federmann Enterprises Ltd. and Heris Finanz Aktiengesellschaft
(now known as Heris Aktiengesellschaft).
-----------------------------
3 Exhibits 2, 3 and 4 are not filed herewith, in accordance with
Rule 101(a)(2)(ii) of Regulation S-T under the 1934 Act.
12
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: August 13, 2003
/s/ Michael Federmann
-------------------------------------
Michael Federmann
FEDERMANN ENTERPRISES LTD.
By: /s/ Michael Federmann
-------------------------------------
Name: Michael Federmann
Title: Chairman of the Board
HERIS AKTIENGESELLSCHAFT
By: /s/ Prasidial Management Anstalt
-------------------------------------
Name: Prasidial Management Anstalt
Title: Director
BEIT FEDERMANN LTD.
By: /s/ Michael Federmann
-------------------------------------
Name: Michael Federmann
Title: Director
BEIT YEKUTIEL LTD.
By: /s/ Michael Federmann
-------------------------------------
Name: Michael Federmann
Title: Director
BEIT BELLA LTD.
By: /s/ Michael Federmann
-------------------------------------
Name: Michael Federmann
Title: Director
13
SCHEDULE A TO SCHEDULE 13D/A
Filed by Michael Federmann for and on behalf of himself, Federmann
Enterprises Ltd., Heris Aktiengesellschaft, Beit Federmann Ltd., Beit Bella Ltd.
and Beit Yekutiel Ltd.
FEDERMANN ENTERPRISES LTD.
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME* ADDRESS OCCUPATION
----- ------- ----------
Directors
---------
Bella Federmann Hayarkon 87 St. Manager
Tel-Aviv, Israel
Michael Federmann Hayarkon 87 St. Chairman of the Board
Tel-Aviv, Israel of each of Federmann Enterprises
Ltd.,
Dan Hotels Corp. Ltd. and Elbit
Systems Ltd.
Samuel Federmann Hayarkon 87 St. Manager
Tel-Aviv, Israel
Irit Federmann Hayarkon 87 St. Manager
Tel-Aviv, Israel
Liora Federmann Hayarkon 87 St. Manager
Tel-Aviv, Israel
Officers
--------
Dov Ninveh Hayarkon 87 St. Manager
Tel-Aviv, Israel
Aharon Beth-Halachmi Hayarkon 87 St. Manager
Tel-Aviv, Israel
* Each person listed in this Schedule is a citizen of the State of Israel.
14
SCHEDULE B TO SCHEDULE 13D/A
Filed by Michael Federmann for and on behalf of himself, Federmann
Enterprises Ltd., Heris Aktiengesellschaft, Beit Federmann Ltd., Beit Bella Ltd.
and Beit Yekutiel Ltd.
HERIS AKTIENGESELLSCHAFT
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
PRESENT PRESENT
NAME AND BUSINESS PRINCIPAL
CITIZENSHIP ADDRESS OCCUPATION
----------- ------- ----------
Directors
---------
Prasidial Aeulestrasse 38 Management Company
Management Anstalt Fl-9490 Vaduz
Forstentum Liechtenstein
Tim Schneider Joseph-Rheinberger-Str. 9, Manager
Liechtenstein Vaduz, Liechtenstein
Dr. Christof Ebersberg Schlatt Str. 441 A Ruggell Manager
Liechtenstein
Officers
--------
None
15
SCHEDULE C TO SCHEDULE 13D/A
----------------------------
Filed by Michael Federmann for and on behalf of himself, Federmann
Enterprises Ltd., Heris Aktiengesellschaft, Beit Federmann Ltd., Beit Bella Ltd.
and Beit Yekutiel Ltd.
BEIT FEDERMANN LTD.
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME* ADDRESS OCCUPATION
----- ------- ----------
Directors
---------
Bella Federmann Hayarkon 87 St. Manager
Tel-Aviv, Israel
Michael Federmann Hayarkon 87 St. Chairman of the Board
Tel-Aviv, Israel of each of Federmann Enterprises
Ltd., Dan Hotels Corp. Ltd. and
Elbit Systems Ltd.
Samuel Federmann Hayarkon 87 St. Manager
Tel-Aviv, Israel
Irit Federmann Hayarkon 87 St. Manager
Tel-Aviv, Israel
Officers
--------
None
* Each person listed in this Schedule is a citizen of the State of Israel.
16
SCHEDULE D TO SCHEDULE 13D/A
----------------------------
Filed by Michael Federmann for and on behalf of himself, Federmann
Enterprises Ltd., Heris Aktiengesellschaft, Beit Federmann Ltd., Beit Bella Ltd.
and Beit Yekutiel Ltd.
BEIT BELLA LTD.
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME* ADDRESS OCCUPATION
----- ------- ----------
Directors
---------
Bella Federmann Hayarkon 87 St. Manager
Tel-Aviv, Israel
Michael Federmann Hayarkon 87 St. Chairman of the Board
Tel-Aviv, Israel of each of Federmann Enterprises
Ltd., Dan Hotels Corp. Ltd. and
Elbit Systems Ltd.
Samuel Federmann Hayarkon 87 St. Manager
Tel-Aviv, Israel
Officers
--------
None
* Each person listed in this Schedule is a citizen of the State of Israel.
17
SCHEDULE E TO SCHEDULE 13D/A
--------------------------
Filed by Michael Federmann for and on behalf of himself, Federmann
Enterprises Ltd., Heris Aktiengesellschaft, Beit Federmann Ltd., Beit Bella Ltd.
and Beit Yekutiel Ltd.
BEIT YEKUTIEL LTD.
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME* ADDRESS OCCUPATION
----- ------- ----------
Directors
---------
Bella Federmann Hayarkon 87 St. Manager
Tel-Aviv, Israel
Michael Federmann Hayarkon 87 St. Chairman of the Board
Tel-Aviv, Israel of each of Federmann Enterprises
Ltd., Dan Hotels Corp. Ltd. and
Elbit Systems Ltd.
Samuel Federmann Hayarkon 87 St. Manager
Tel-Aviv, Israel
Officers
--------
None
* Each person listed in this Schedule is a citizen of the State of Israel.
18
SCHEDULE F TO SCHEDULE 13D/A
----------------------------
Filed by Michael Federmann for and on behalf of himself, Federmann
Enterprises Ltd., Heris Aktiengesellschaft, Beit Federmann Ltd., Beit Bella Ltd.
and Beit Yekutiel Ltd.
DESCRIPTION OF SHAREHOLDERS' AGREEMENT
The following description of certain provisions of the shareholders'
agreement (the "Shareholders' Agreement") dated December 19, 1999 among Elron,
FEL and HF was taken from the proxy statement of the Issuer dated February 28,
2000 for the extraordinary general meeting of shareholders of the Issuer held in
connection with the merger of Elop Electro-Optics Industries Ltd. ("Elop") into
the Issuer (the "Merger"). A translation of the Shareholders' Agreement into
English is attached as Exhibit 3 to this Schedule 13D and is incorporated herein
by reference. Please read that agreement in its entirety for a more complete
description of the terms and provisions of that agreement.
On December 19, 1999 Elron and the Federmann Group entered into the
Shareholders' Agreement which governs the relations between Elron and the
Federmann Group as shareholders of the Issuer following the Merger.
CORPORATE GOVERNANCE
The parties agreed that following consummation of the Merger, so long
as the holdings of each of them do not fall below 15% of the issued share
capital of the Issuer:
o The parties shall vote their ordinary shares to cause the Board of
Directors of the Issuer to have eleven members. The members of the
Board of Directors shall consist of four directors nominated by Elron,
four directors nominated by the Federmann Group, the two existing
independent directors and the President of the Issuer. All committees
of the Board of Directors shall be equally represented by the Board
nominees of Elron and the Federmann Group.
o The Federmann Group shall be entitled to nominate a candidate to
replace the first of the two independent directors who vacates his
appointment as director of the Issuer upon the termination of his term
as a member of the Board of Directors. Elron shall be entitled to
nominate a candidate to replace the second of the two independent
directors who vacates his appointment as director of the Issuer upon
the termination of his term as a member of the Board of Directors. Each
party must vote its ordinary shares to support the election of the
candidate nominated by the other party as a replacement for an
independent director. This arrangement shall continue with respect to
the election of candidates to fill the position of independent
directors so long as the Issuer is required to have independent
directors.
o The President and Chief Executive Officer of the Issuer shall also
serve as a director of the Issuer, provided that he may not vote on any
resolution of the Board if his vote is capable of deciding whether the
resolution is passed or not. The President will be invited to
participate in all of the meetings of the Board of Directors.
o The Chairman of the Board of Directors shall be elected by the
shareholders from among the members of the Board of Directors. The
Federmann Group shall
19
nominate a candidate for the office of Chairman of the Board after it
has consulted on this matter with Elron. The first candidate for the
office of Chairman of the Board shall be Mr. Michael Federmann, who
will be elected as Chairman of the Board from the Closing Date of the
Merger. Each party must vote its ordinary shares to support of the
appointment of the candidate nominated by the Federmann Group for the
office of Chairman.
o Joseph Ackerman shall continue to serve as the President and Chief
Executive Officer of the merged Company for a period of three years
from the Closing Date, as will be specified in his employment
agreement. The Board of Directors may extend the term of office of Mr.
Ackerman for additional years. Following the end of Mr. Ackerman's term
of office, Elron will nominate a candidate for the office of President
and Chief Executive Officer of the Issuer, after consulting on this
matter with the Federmann Group. The President and Chief Executive
Officer shall be elected by the Board of Directors and his appointment
shall be subject to shareholder approval. Each party must vote its
ordinary shares to support of the appointment of the candidate
nominated by Elron for the office of President and Chief Executive
Officer of the Issuer.
o Jacob Toren will be nominated as a member of the Board of Directors of
the Issuer as one of the nominees of the Federmann Group, and will be
employed by the Issuer as Chairman of the Merger Committee of the Board
of Directors for the period of the Merger, as will be specified in his
employment agreement.
o Except as provided otherwise in the Issuer's Articles of Association,
as amended, resolutions of the Board of Directors shall be carried by a
simple majority vote of the members participating in the vote. No
member of the Board of Directors (including the Chairman) shall have
more than one vote. According to Article 23(a) of the Issuer's Articles
of Association, any resolution with respect to the following issues
shall require a special majority of seven (7) Directors and unless
seven (7) Directors vote in favor of such resolution, the resolution
will be deemed rejected:
(a) The number of Directors and their appointment.
(b) The amendment of the Articles of Association of the Issuer.
(c) Declaration of dividends.
(d) Issuance of shares.
(e) Voluntary liquidation.
(f) Reorganization.
(g) The purchase and sale of material assets.
(h) Entering into a new line of business.
(i) Appointment of the Issuer's auditors.
o The parties shall coordinate between them in advance on the manner in
which
20
they will vote their shares at any meeting of shareholders of the
Issuer. Except as provided above, the parties shall vote their shares
against any proposed resolution at any meeting of shareholders of the
Issuer unless they agree in writing in advance to vote in favor
thereof.
Should the holdings of one (but not both) of the parties fall below 15%
(but not below 5%) of the issued share capital of the Issuer, the number of
directors that such party shall be entitled to nominate to the Board of
Directors shall be determined by the number of directors then nominated for
election (excluding the President and any independent directors), multiplied by
the number of shares then held by such party, divided by the total number of
Company shares held by both parties, with the result rounded to the nearest
whole number. The other party shall be entitled to nominate all other members of
the Board of Directors and to appoint the Chairman of the Board and the
President and the Chief Executive Officer.
RESTRICTIONS ON SALES AND PURCHASES OF COMPANY SHARES
The parties agreed that following the Closing Date of the Merger, so
long as one of the parties holds at least 15% of the issued share capital of the
Issuer and so long as the other party holds at least 5% of the issued share
capital of the Issuer, no transfer of shares of the Issuer by either party shall
be valid unless made in accordance with the following provisions:
o A transfer prior to January 1, 2003 shall be prohibited if, as a result
of such transfer, the party's holdings fall below 15% of the issued
share capital of the Issuer.
o During the period commencing on January 1, 2003 and ending on December
31, 2004, neither party shall transfer shares of the Issuer if, as a
result of such transfer, such party's holdings fall below 15% of the
issued share capital of the Issuer, unless:
1. shares constituting 15% or more of the issued share capital of the
Issuer are transferred; and
2. all of the obligations and rights of the transferring party pursuant
to the Shareholders' Agreement have been assigned and transferred to the buyer,
with the buyer's assumption of all obligations thereunder, and written notice to
this effect signed by both the transferor and the buyer has been given to the
other party prior to the transfer.
o In the period following January 1, 2005, no party shall transfer, as
part of a single transaction, shares of the Issuer constituting 15% or
more of the issued share capital of the Issuer unless all of the
obligations and rights of the transferring party pursuant to the
Shareholders' Agreement have been assigned and transferred to the
buyer, with the buyer's assumption of all obligations thereunder, and
written notice to this effect signed by both the transferor and the
buyer has been give to the other party to the Shareholders' Agreement
prior to the transfer.
The Shareholders' Agreement provides for rights of first refusal in the
event that a party desires to transfer Company shares to a third party buyer.
The party wishing to sell its Company shares must initially offer them to the
other party on the same terms offered by the buyer. The Shareholders' Agreement
also provides for tag along rights in the event that a party desires to transfer
Company shares to a third party buyer. The party wishing to sell its Company
21
shares must enable the other party to participate in the sale of Company shares
to a third party buyer, unless the selling party wishes to (i) sell more than
15% of the Issuer issued shares capital, and (ii) the third party buyer assumes
the obligations of the selling party under the Shareholders' Agreement. The
foregoing provisions do not apply to any transfer made by a party to any person
or entity that it controls or that controls such party or that is under common
control with such party. The right of first refusal and tag along right shall
also apply to any transfer of shares of Federmann Enterprises Ltd. or Heris
Finanz A.G. (now known as Heris Aktiengesellschaft), respectively, if Company
shares held by such entity at any time constitute in excess of 90% of the total
assets of that entity.
The Shareholders' Agreement also provides for purchase participation
rights. In the event that a party purchases Company shares, the other party
shall be entitled to participate in this purchase on the same terms as the
first-mentioned party on a pro-rata basis based on the number of Company shares
held by the parties. However, this participation right shall not apply any
purchases made by Elron until Elron's shareholdings in the Issuer equal those of
the Federmann Group.
Despite the foregoing restrictions on sales of Company shares, subject
to applicable securities laws and the rules of any applicable stock exchange,
each party shall be entitled to sell Company shares on any stock exchange
(including the NASDAQ Stock Market) in quantities not exceeding, in any given
calendar quarter, 1% of the issued share capital of the Issuer.
TERMINATION OF THE AGREEMENT
The Shareholders' Agreement shall remain in effect until the earlier of
(i) December 18, 2014 and (ii) the date on which the holdings of any party falls
below 5% of the Issuer's issued share capital, provided that all the rights and
obligations of such party 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).
22
SCHEDULE G TO SCHEDULE 13D/A
--------------------------
Filed by Michael Federmann for and on behalf of himself, Federmann
Enterprises Ltd., Heris Aktiengesellschaft, Beit Federmann Ltd., Beit Bella Ltd.
and Beit Yekutiel Ltd.
DESCRIPTION OF REGISTRATION RIGHTS AGREEMENT
The following description of certain provisions of the registration
rights agreement (the "Registration Rights Agreement") dated July 2, 2000 by and
among the Issuer, Elron, FEL and HF was taken from the proxy statement of the
Issuer dated February 28, 2000 for the extraordinary general meeting of
shareholders of the Issuer held in connection with the merger of Elop
Electro-Optics Industries Ltd. ("Elop") into the Issuer (the "Merger"). The
Registration Rights Agreement is attached as Exhibit 4 to this Schedule 13D and
is incorporated herein by reference. Please read this agreement in its entirety
for a more complete description of the terms and provisions of that agreement.
Upon consummation of the transactions contemplated under the Merger
Agreement, Elron, the Federmann Group and the Issuer entered into a registration
rights agreement. Under this agreement, Elron and the Federmann Group each may
twice require the Issuer to register their ordinary shares for sale in the
United States. No shareholder may demand registration of ordinary shares less
than one hundred and eighty (180) days following the effective date of any
registration statement previously filed by the Issuer pursuant to a demand
registration. The Issuer has the right to delay filing of a registration
statement in certain circumstances.
Elron and the Federmann Group will also have an unlimited number of
"piggyback" registration rights. This means that any time these shareholders
propose to file a registration statement with the Commission in connection with
any public offering of any ordinary shares, whether for the account of the
Issuer or any shareholder of the Issuer, Elron and the Federmann Group each may
require the Issuer to include its ordinary shares in that offering and sale.
The registration rights of Elron and the Federmann Group, respectively,
terminate if such shareholder and its affiliates collectively cease to own
ordinary shares representing in the aggregate at least five percent (5%) of the
then issued and outstanding shares of the Issuer or any successor corporation.
In addition, the Federmann Group has agreed to not exercise its registration
rights during the restriction period applicable to the ordinary shares it will
receive as part of the Merger Consideration.
The Issuer has agreed to pay all expenses that result from the
registration of ordinary shares under the registration rights agreement (other
than fees and disbursements of counsel to the shareholders, all underwriting
fees, commissions and discounts with respect to the sale of any ordinary shares
and any transfer taxes incurred in such sale). The Issuer has also agreed to
indemnify each of Elron and the Federmann Group against liabilities that may
result from misrepresentations or omissions in any registration statement filed
under the registration rights agreement or any violation of federal or state
securities laws in connection with any registration made thereunder (other than
those liabilities caused by any act or omission such shareholder).
23
EXHIBIT INDEX
Exhibit No.
-----------
Exhibit 1 Joint Filing Agreement by and among Michael Federmann, Federmann
Enterprises Ltd., Heris Aktiengesellschaft, Beit Federmann Ltd.,
Beit Bella Ltd. and Beit Yekutiel Ltd..
Exhibit 2* English translation of Merger Agreement dated December 19,
1999 by and between Elbit Systems Ltd., Elop Electro-Optics
Industries Ltd., Federmann Enterprises Ltd., Heris Finanz
Aktiengesellschaft (now known as Heris Aktiengesellschaft) and
Rehovot Instruments Ltd.
Exhibit 3* English translation of Shareholders' Agreement dated December
19, 1999 by and between Elron Electronic Industries Ltd.,
Federmann Enterprises Ltd. and Heris Finanz Aktiengesellschaft
(now known as Heris Aktiengesellschaft).
Exhibit 4* Registration Rights Agreement dated July 2, 2000 by and among
Elbit Systems Ltd., Elron Electronic Industries Ltd., Federmann
Enterprises Ltd. and Heris Finanz Aktiengesellschaft (now known
as Heris Aktiengesellschaft).
* Exhibits 2, 3 and 4 are not filed herewith, in accordance with Rule
101(a)(2)(ii) of Regulation S-T under the 1934 Act.
24
Exhibit 1
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned
that the Schedule 13D filed on or about this date and any amendments thereto
with respect to beneficial ownership by the undersigned of ordinary shares,
nominal value 1.00 New Israeli Shekels per share, of Elbit Systems Ltd. is being
filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended. This agreement may be
executed in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Dated: August 13, 2003
/s/ Michael Federmann
------------------------------------------
Michael Federmann
FEDERMANN ENTERPRISES LTD.
By: /s/ Michael Federmann
--------------------------------------
Name: Michael Federmann
Title: Chairman of the Board
HERIS AKTIENGESELLSCHAFT
By: /s/ Prasidial Management Anstalt
-------------------------------------
Name: Prasidial Management Anstalt
Title: Director
BEIT FEDERMANN LTD.
By: /s/ Michael Federmann
--------------------------------------
Name: Michael Federmann
Title: Director
BEIT YEKUTIEL LTD.
By: /s/ Michael Federmann
--------------------------------------
Name: Michael Federmann
Title: Director
BEIT BELLA LTD.
By: /s/ Michael Federmann
--------------------------------------
Name: Michael Federmann
Title: Director
25