CUSIP No. M3760D101
|
13D/A
|
Page 2
|
|
1
|
NAME OF REPORTING PERSON:
|
Michael Federmann
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY):
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP:
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS:
|
BK
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Israel
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER:
|
-0-
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER:
|
19,128,469
1
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER:
|
-0-
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER:
|
19,105,448
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 19,128,469
1
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11): 45
.46%
|
14
|
TYPE OF REPORTING PERSON:
|
IN
|
|
_____________________________
1
The 19,128,469 Ordinary Shares beneficially owned by the Reporting Person consist
of an aggregate 19,105,448 Ordinary Shares beneficially owned by the Reporting Person and
23,021 Ordinary Shares held by a wholly owned subsidiary of the Issuer (as defined in Item
1 below) which, under Israeli law, are considered or, prima facie, deemed to be
beneficially owned by the Reporting Person.
2
CUSIP No. M3760D101
|
13D/A
|
Page 3
|
|
1
|
NAME OF REPORTING PERSON:
|
Federmann Enterprises Ltd.
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY):
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP:
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS:
|
BK
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Israel
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER:
|
-0-
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER:
|
19,128,469
1
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER:
|
-0-
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER:
|
19,105,448
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 19,128,469
1
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11): 45
.46%
|
14
|
TYPE OF REPORTING PERSON:
|
CO
|
|
_____________________________
1
The 19,128,469 Ordinary Shares beneficially owned by the Reporting Person consist
of an aggregate 19,105,448 Ordinary Shares beneficially owned by the Reporting Person and
23,021 Ordinary Shares held by a wholly owned subsidiary of the Issuer (as defined in Item
1 below) which, under Israeli law, are considered or, prima facie, deemed to be
beneficially owned by the Reporting Person.
3
CUSIP No. M3760D101
|
13D/A
|
Page 4
|
|
1
|
NAME OF REPORTING PERSON:
|
Heris Aktiengesellschaft
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY):
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP:
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS:
|
N/A
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Liechtenstein
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER:
|
-0-
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER:
|
3,836,458
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER:
|
-0-
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER:
|
3,836,458
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 3,836,458
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(
11): 9.12%
|
14
|
TYPE OF REPORTING PERSON:
|
CO
|
|
4
CUSIP No. M3760D101
|
13D/A
|
Page 5
|
|
1
|
NAME OF REPORTING PERSON:
|
Beit Federmann Ltd.
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY):
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP:
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS:
|
BK
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Israel
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER:
|
-0-
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER:
|
19,128,469
1
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER:
|
-0-
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER:
|
19,105,448
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 19,128,469
1
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
|
o
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11): 45.46%
|
14
|
TYPE OF REPORTING PERSON:
|
CO
|
|
_____________________________
1
The 19,128,469 Ordinary Shares beneficially owned by the Reporting Person consist
of an aggregate 19,105,448 Ordinary Shares beneficially owned by the Reporting Person and
23,021 Ordinary Shares held by a wholly owned subsidiary of the Issuer (as defined in Item
1 below) which, under Israeli law, are considered or, prima facie, deemed to be
beneficially owned by the Reporting Person.
5
CUSIP No. M3760D101
|
13D/A
|
Page 6
|
|
1
|
NAME OF REPORTING PERSON:
|
Beit Bella Ltd.
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY):
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP:
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS:
|
BK
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Israel
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER:
|
-0-
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER:
|
19,128,469
1
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER:
|
-0-
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER:
|
19,105,448
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 19,128,469
1
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11): 45
.46%
|
14
|
TYPE OF REPORTING PERSON:
|
CO
|
|
_____________________________
1
The 19,128,469 Ordinary Shares beneficially owned by the Reporting Person consist
of an aggregate 19,105,448 Ordinary Shares beneficially owned by the Reporting Person and
23,021 Ordinary Shares held by a wholly owned subsidiary of the Issuer (as defined in Item
1 below) which, under Israeli law, are considered or, prima facie, deemed to be
beneficially owned by the Reporting Person.
6
CUSIP No. 3760D101
|
13D/A
|
Page 7
|
|
1
|
NAME OF REPORTING PERSON:
|
Beit Yekutiel Ltd.
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY):
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP:
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS:
|
BK
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Israel
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER:
|
-0-
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER:
|
19,128,469
1
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER:
|
-0-
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER:
|
19,105,448
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 19,128,469
1
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
|
o
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11): 45.46%
|
14
|
TYPE OF REPORTING PERSON:
|
CO
|
|
_____________________________
1
The 19,128,469 Ordinary Shares beneficially owned by the Reporting Person consist
of an aggregate 19,105,448 Ordinary Shares beneficially owned by the Reporting Person and
23,021 Ordinary Shares held by a wholly owned subsidiary of the Issuer (as defined in Item
1 below) which, under Israeli law, are considered or, prima facie, deemed to be
beneficially owned by the Reporting Person.
7
Explanatory Note
This Amendment No. 6 to the Schedule 13D amends and restates Schedule 13D and Amendments
No. 1, No. 2, No. 3, No. 4 and No. 5 to the Schedule 13D previously filed with the
Securities and Exchange Commission (collectively, the “Prior Schedule”).
Item 1.
Security and Issuer
.
The title and class of equity security to which this Amendment No. 6 to the Schedule 13D
relates is ordinary shares, nominal value 1.00 New Israeli Shekels per share (the
“Ordinary Shares”), of the Elbit Systems Ltd. (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 Global Select Market 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”). 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 111 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 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.
8
Each of BFL, BBL and BYL is a corporation existing under the laws of the State of Israel
with its registered offices located at 16 Abba Hillel Silver Road, Ramat Gan, Israel, c/o
M. Firon & Co., 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 merger transaction contemplated under the Merger
Agreement was completed on July 5, 2000.
On July 28, 2004 FEL purchased from Elron Electronic Industries Ltd. (“Elron”)
7,815,448 Ordinary Shares and Associated Rights for an aggregate purchase price of $196.5
million. In order to obtain some of the funds to purchase the 7,815,448 Ordinary Shares and
Associated Rights from Elron, FEL entered into a loan agreement with Bank Leumi
Le’Israel B.M. (the “Lender”), dated July 28, 2004 (the “Loan
Agreement”) and two related security agreements with the Lender, each dated July 28,
2004 (each, a “Security Agreement”). A summary of the Loan Agreement is
attached hereto as Exhibit 3 and a summary of the Security Agreements is attached hereto as
Exhibit 4. The remainder of the purchase price was paid by FEL from its own funds. On April
1, 2007 the Lender and FEL amended the Loan Agreement to increase the loan amount from $60
million to $90 million. This amendment of April 1, 2007 also canceled the Loan Agreement
and the amendments thereto of July 18, 2005, December 29, 2005 and April 5, 2006. As
of November 13, 2007, approximately $90 million remains outstanding under the Loan
Agreement and the outstanding amount is secured by 4,655,448 Ordinary Shares pledged in
favor of the Lender.
The shares so pledged are registered in the name of a trust company which is an affiliate
of the Lender (the “Bank Trustee”). The Bank Trustee has granted FEL a proxy to
vote the pledged Ordinary Shares. This proxy can be revoked by the Lender upon the
occurrence of an event of default under the Loan Agreement.
9
Pursuant to Israeli law, the Reporting Persons, together with the Issuer, may be
considered, or prima facie deemed, to beneficially own the Ordinary Shares held by a wholly
owned subsidiary of the Issuer. A wholly owned subsidiary of the Issuer holds 23,021
Ordinary Shares which are entitled to be voted. Therefore, the Reporting Persons may have
the right to direct the vote of such Ordinary Shares and may be considered, or prima facie
deemed, to beneficially own such Ordinary Shares. Each of the Reporting Persons currently
beneficially owns 19,105,448 Ordinary Shares, except for HF which beneficially owns
3,836,458 Ordinary Shares.
Item 4.
Purpose of Transaction
.
On December 27, 2004, the Issuer signed a Share Transfer Deed (the “Original Tadiran
Deed”) and a Shareholders Agreement (the “Original Tadiran Shareholders
Agreement” and the transactions contemplated by the Original Tadiran Deed and the
Original Tadiran Shareholders Agreement, the “Original Tadiran Acquisition”)
with Koor Industries Ltd. (“Koor”) regarding the Issuer’s purchase from
Koor of the 3,944,276 ordinary shares held by Koor in Tadiran Communications Ltd.
(“Tadiran”) for overall consideration of approximately $146 million, based on a
purchase price of $37.00 per share (subject to adjustment for dividends and interest). The
Original Tadiran Acquisition was to be made in two stages. In “Stage A” (as
defined in the Original Tadiran Deed), the Issuer purchased from Koor 1,700,000 ordinary
shares of Tadiran. In “Stage B” (as defined in the Original Tadiran Deed), the
Issuer was to purchase the balance (an additional 2,244,276 shares) of the Tadiran ordinary
shares then held by Koor. On July 6, 2005, the Issuer and Koor entered into amendments
to both the Original Tadiran Deed and the Original Tadiran Shareholders Agreement
(hereinafter the “Amended Tadiran Deed”, the “Amended Tadiran
Shareholders Agreement” and, collectively, the “Amended Tadiran Acquisition
Agreements” or the “Amended Tadiran Transaction”). The major revisions in
the Amended Tadiran Acquisition Agreements related to the addition of a “new Stage
B”. Under the new Stage B the Issuer accelerated the purchase from Koor of 623,115
ordinary shares in Tadiran which represent approximately 5% of Tadiran’s shares,
resulting in the Issuer holding a total of approximately 26% of Tadiran’s shares
based on Tadiran’s current share capital. Under the Amended Tadiran Deed, the Issuer
purchased the balance (an additional 1,621,161 shares) of the Tadiran shares held by Koor
under a “new Stage C”. The total consideration for the Amended Tadiran
Acquisition remains the same as under the original Tadiran Acquisition.
Concurrently with the signing of the Original Tadiran Acquisition Agreements, Koor signed a
Share Transfer Deed with FEL (the “Original Koor - FEL Deed”) and a
Shareholders Agreement with FEL and HF (the “New Shareholders Agreement”)
relating to the purchase by Koor from FEL of 4,000,000 ordinary shares of the Issuer,
representing approximately 9.8% of the Issuer’s issued and outstanding ordinary
shares based on the Issuer’s current share capital (the “Koor – FEL
Transaction”). (The Original Koor – FEL Deed and the New Shareholders Agreement
are referred to as the “Original Koor – FEL Agreements” or the
“Original Koor - FEL Transactions”). The total consideration that was to be
paid by Koor to FEL under the Original Koor – FEL Transaction was approximately $99
million, based on a purchase price of $24.70 per Issuer share (subject to deductions for
dividends paid by the Issuer). Interest is payable for any amounts paid after April 1,
2005.
The Original Koor – FEL Transaction was to be consummated in two stages. “Stage
A” (as defined in the Original Koor – FEL Deed) of the Original Koor –
FEL Transaction closed concurrently with Stage A of the Tadiran Acquisition. “Stage
B” (as defined in the
10
Original Koor – FEL Deed) of the Original Koor – FEL Transaction was to occur
concurrently with the original Stage B of the Tadiran Acquisition, subject to certain
exceptions as described in the Original Koor – FEL Deed. Pursuant to Stage A of the
Original Koor – FEL Transaction, Koor purchased 2,160,000 ordinary shares,
representing approximately 5.3% of the Issuer’s shares (based on the Issuer’s
current share capital), and FEL supported the appointment of one director nominated by Koor
to the Issuer’s Board of Directors (the “Issuer’s Board”). Under
Stage B of the Original Koor – FEL Transaction, Koor was to purchase from FEL an
additional 1,840,000 ordinary shares, representing approximately 4.5% of the Issuer’s
shares (based on the Issuer’s current share capital), and FEL agreed to support the
appointment of an additional director to be nominated by Koor to the Issuer’s Board
(such that Koor nominees will consist of not less than 20% of the directors on the
Issuer’s Board).
On July 6, 2005, concurrently with the signing of the Amended Tadiran Acquisition
Agreement, Koor and FEL entered into amendments to the Original Koor-FEL Deed (the
“Amended Koor-FEL Deed”) and to the New Shareholders Agreement (the
“Amended Koor - FEL Transaction”). Pursuant to the Amended Koor-FEL Deed, in
Stage B Koor purchased 1,000,000 ordinary shares of the Issuer (representing approximately
2.45% of the Issuer’s shares based on the Issuer’s then current share capital)
rather than 1,840,000 ordinary shares of the Issuer, as provided in the Original Koor-FEL
Deed (representing approximately 4.5% of the Issuer’s shares based on the
Issuer’s then current share capital). The closing of Stage B of the Amended Koor-FEL
Transaction occurred on August 25, 2005 immediately following the closing of the New Stage
B under the Amended Tadiran Acquisition Agreement. The Amended Koor-FEL Transaction was not
conditioned on the completion of any stages of the Tadiran Acquisition and the Amended Koor
- FEL Transaction was not subject to any conditions precedent.
Following the completion of Stage B of the Amended Koor-FEL Deed, Koor owned 3,160,000
ordinary shares of the Issuer, representing approximately 7.75% of the Issuer’s
shares based on the Issuer’s then outstanding share capital. The consideration per
share that was paid by Koor to FEL remained the same as under the original Koor-FEL Deed,
and the other provisions of the original Koor-FEL Agreements remained substantially the
same.
On November 27, 2006, FEL purchased from Koor 50,000 Ordinary Shares for an aggregate
purchase price of $1,662,810 (which represents a price per share of $33.26 – the
market price of the shares at that time) and subsequently, on
November 27, 2006, FEL purchased from Koor, 2,300,000 ordinary
shares at a price per share of $30.60 (the “Repurchased Shares”)
,
representing approximately 5.6% of the Issuer’s shares based on the Issuer’s
then outstanding share capital. The consideration per Repurchased Share payable by FEL to
Koor was $30.60. At the closing, on November 27, 2006, (i) FEL paid Koor the purchase price
for 460,000 of the Repurchased Shares and received such shares and (ii) the remaining
1,840,000 Repurchased Shares were registered in the name of FEL and then immediately
registered in the name of a trust company (the “FEL Trustee”) and pledged in
favor of Koor to secure future payments by FEL as described below. FEL agreed to pay the
purchase price for the remaining Repurchased Shares in four equal installments on March 26,
2007, June 26, 2007, September 26, 2007 and December 26, 2007 and issued to Koor a
debenture evidencing such payments. Subsequent thereto, FEL and Koor agreed that the last
three payments that were due in June, September
11
and December of 2007, would be made in one payment on September 25, 2007. Upon making of
the September 25, 2007 payment by FEL, all of the Repurchased Shares were transferred by
the FEL Trustee to FEL and the pledge on such shares in favor of Koor was released.
In order to finance the purchase of the Repurchased Shares from Koor, FEL borrowed from
Bank HaPoalim an aggregate amount of $50,000,000 pursuant to two loan agreements, dated
March 26, 2007 and September 25, 2007, as amended. According to such loan agreements, the
loans will be repaid by FEL in quarterly installments commencing on December 26, 2008 and
ending on March 25, 2016. In connection thereto, FEL pledged 2,175,000 Ordinary Shares in
favor of Bank HaPoalim. The shares so pledged are registered in the name of FEL and
deposited with a trust company which is an affiliate of Bank HaPoalim.
Concurrently with the purchase of the Repurchased Shares, FEL and Koor terminated the New
Shareholders Agreement and Jonathan Kolber, Koor’s nominee to the Issuer’s
Board of Directors, announced his resignation as a director of the Issuer.
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/A are incorporated herein by
reference. As of November 13, 2007, each of the Reporting Persons beneficially owns an
aggregate of 19,128,469 Ordinary Shares, representing approximately 45.46% of the
outstanding Ordinary Shares of the Issuer (based on an aggregate of 42,077,386 Ordinary
Shares outstanding as of November 13, 2007, excluding 385,900 Ordinary Shares held in
treasury by the Issuer), except for HF which beneficially owns 3,836,458 Ordinary Shares,
representing approximately 9.12% of the outstanding Ordinary Shares of the Issuer (based on
an aggregate of 42,077,386 Ordinary Shares outstanding as of November 13, 2007, excluding
385,900 Ordinary Shares held in treasury by the Issuer).
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/A 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.
(c) On April 18, 2005 FEL and Koor consummated Stage A of the
Original Koor-FEL Deed, dated December 27, 2004. Pursuant thereto, FEL sold Koor 2,160,000
Ordinary Shares at a price per share of $24.62. On August 25, 2005, FEL and Koor
consummated Stage B of the Amended Koor-FEL Deed. Pursuant thereto, FEL sold Koor
12
1,000,000 ordinary shares at a price per share of $24.91. On November 27, 2006, FEL
purchased from Koor 50,000 Ordinary Shares for an aggregate purchase price of $ $1,662,810
(which represents a price per share of $33.26 – the market price of the shares at
that time) and subsequently, on November 27, 2006, FEL bought from Koor, 2,300,000 ordinary
shares at a price per share of $30.60. As a result, each of the Reporting Persons
beneficially owns 19,128,469 Ordinary Shares, except for HF which beneficially owns
3,836,458 Ordinary Shares.
(d) Pursuant to Israeli law, the Reporting Persons, together
with the Issuer, may be considered, or prima facie deemed, to beneficially own Ordinary
Shares held by a wholly owned subsidiary of the Issuer. A wholly owned subsidiary of the
Issuer holds 23,021 Ordinary Shares which are entitled to be voted. Therefore, the
Reporting Persons may have the right to direct the vote of such Ordinary Shares and may be
considered, or prima facie deemed, to beneficially own such Ordinary Shares.
The remaining 4,655,448 Ordinary Shares and Associated Rights purchased from Elron are
registered in the name of the Bank Trustee, which is an affiliate of the Lender. The Bank
Trustee granted FEL a proxy to vote the pledged Ordinary Shares. This proxy can be revoked
upon the occurrence of an event of default under the Loan Agreement. Upon the termination
of the Loan Agreement, such Ordinary Shares will be re-registered under the name of
FEL.
2,175,000 of the Repurchased Shares are registered in the name of FEL and deposited with a
trust company that is an affiliate of Bank HaPoalim.
Each of the Reporting Persons currently beneficially owns 19,128,469 Ordinary Shares,
except for HF which beneficially owns 3,836,458 Ordinary Shares. The wholly owned
subsidiary of the Issuer, however, retains the right to dispose of the Ordinary Shares held
by it.
Under the Loan Agreement, FEL undertook to oppose any
amendment of the Issuer’s organizational documents that would adversely affect the
Lender’s rights in connection with the pledged Ordinary Shares and Associated Rights.
Failure to do so will be considered to be a default under the Loan Agreements.
(e) Not applicable.
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 5, 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. Elron’s rights under the Registration Rights
Agreement were assigned to FEL on July 28, 2004. A copy of that agreement is set forth on
Exhibit 2.
An agreement among the Reporting Persons with respect to the filing of this Schedule 13D
and any amendments hereto is attached as Exhibit 1.
13
Under the Loan Agreement, FEL undertook to oppose any amendment of the Issuer’s
organizational documents that would adversely affect the Lender’s rights in
connection with the pledged Ordinary Shares and Associated Rights. Failure to do so will be
considered to be a default under the Loan Agreements.
Pursuant to the Security Agreements, the remaining 4,655,448 Ordinary Shares and Associated
Rights purchased from Elron are pledged to the Lender. Such Ordinary Shares are registered
in the name of the Bank Trustee, which is a trust company and an affiliate of the Lender.
The Bank Trustee granted FEL a proxy to vote the pledged Ordinary Shares. This proxy can be
revoked by the Lender upon the occurrence of an event of default under the Loan Agreement.
Upon the termination of the Loan Agreement, such Ordinary Shares will be released from the
pledge and re-registered under the name of FEL.
2,175,000 of the Repurchased Shares are registered in the name of FEL and deposited with a
trust company that is an affiliate of Bank HaPoalim.
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. (Incorporated by reference to Amendment No. 1 to the Schedule 13D
filed by Michael Federmann on August 19, 2003.)
|
Exhibit 2
|
Registration Rights Agreement dated July 5, 2000 by and among Elbit Systems
Ltd., Elron Electronic Industries Ltd., Federmann Enterprises Ltd. and Heris
Finanz Aktiengesellschaft (now known as Heris Aktiengesellschaft).
(Incorporated by reference to Amendment No. 1 to the Schedule 13D filed by
Michael Federmann on August 19, 2003.)
|
Exhibit 3
|
English Summary of Loan Agreement dated July 28, 2004 by and among Michael
Federmann, Federmann Enterprises Ltd. and Bank Leumi Le-Israel B.M.
(Incorporated by reference to Amendment No. 2 to the Schedule 13D filed by the
reporting persons on August 2, 2004.)
|
Exhibit 4
|
English Summary of Security Agreements, dated July 28, 2004, by and between
Federmann Enterprises Ltd. and Bank Leumi Le-Israel B.M. (Incorporated by
reference to Amendment No. 2 to the Schedule 13D filed by the reporting persons
on August 2, 2004.)
|
Exhibit 5
|
English Translation of the Original Koor -FEL Deed, dated December 27, 2004
(Incorporated by reference to Amendment No. 3 to the Schedule 13D filed by
the reporting persons on May 5, 2005).
|
14
Exhibit 6
|
English Translation of the Amended Koor-FEL Deed dated July 6, 2005
(Incorporated by reference to Amendment No. 4 to the Schedule 13D filed by
the reporting persons on September 19, 2005).
|
Exhibit 7
|
English Translation of the Share Transfer Deed, dated November 27, 2006,
between Koor and FEL (Incorporated by reference to Amendment No. 5 to the
Schedule 13D filed by the reporting persons on December 6, 2006).
|
Exhibit 8
|
English Translation of the Purchase Agreement, dated November 22, 2006, between
Koor and FEL (Incorporated by reference to Amendment No. 5 to the Schedule
13D filed by the reporting persons on December 6, 2006).
|
Exhibit 9
|
English Translation of the Debenture, dated November 23, 2006, issued by FEL in
favor of Koor (Incorporated by reference to Amendment No. 5 to the
Schedule 13D filed by the reporting persons on December 6, 2006).
|
Exhibit 10
|
English Translation of the Trust Agreement, dated November 22, 2006, among FEL,
Koor and the FEL Trustee (Incorporated by reference to Amendment No. 5 to
the Schedule 13D filed by the reporting persons on December 6, 2006).
|
Exhibit 11
|
English Translation of Letter of Undertaking, dated April 1, 2007, by and among
Federmann Enterprises Ltd. and Bank Leumi Le-Israel B.M.
|
Exhibit 12
|
English Translation of Letter of Undertaking, dated March 26, 2007, among FEL
and Bank HaPoalim.
|
Exhibit 13
|
English Translation of Letter of Undertaking, dated September 25, 2007, among
FEL and Bank HaPoalim.
|
Exhibit 14
|
English Translation of Debenture, dated March 12, 2007, by and between FEL and
Bank HaPoalim, as amended on September 25, 2007.
|
15
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: December 5, 2007
/s/
Michael Federmann
Michael Federmann
FEDERMANN
ENTERPRISES LTD.
By:
/s/
Michael Federmann
Name: Michael Federmann
Title: Chairman of the Board
HERIS
AKTIENGESELLSCHAFT
By:
/s/ Michael Federmann
Michael Federmann, Attorney in Fact
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
16
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
NAME
*
|
PRESENT
BUSINESS
ADDRESS
|
PRESENT
PRINCIPAL
OCCUPATION
|
Directors
|
|
|
|
|
|
Bella Federmann
|
87 Hayarkon St.
Tel-Aviv, Israel
|
Manager
|
|
|
|
Michael Federmann
|
87 Hayarkon St.
Tel-Aviv, Israel
|
Chairman of the Board
of each of Federmann Enterprises Ltd.,
Dan Hotels Corp. Ltd. and Elbit Systems Ltd.
|
|
|
|
Ami Federmann
|
87 Hayarkon St.
Tel-Aviv, Israel
|
Manager
|
|
|
|
Irit Federmann
|
87 Hayarkon St.
Tel-Aviv, Israel
|
Manager
|
|
|
|
Liora Federmann
|
87 Hayarkon St.
Tel-Aviv, Israel
|
Manager
|
|
|
|
Officers
|
|
|
|
|
|
Dov Ninveh
|
87 Hayarkon St.
Tel-Aviv, Israel
|
Manager
|
|
|
|
Aharon Beth-Halachmi
|
87 Hayarkon St.
Tel-Aviv, Israel
|
Manager
|
|
|
|
*
Each person listed in this Schedule is a citizen of the State of Israel.
17
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
NAME AND
CITIZENSHIP
|
PRESENT
BUSINESS
ADDRESS
|
PRESENT
PRINCIPAL
OCCUPATION
|
Directors
|
|
|
|
|
|
Praesidial
Management Anstalt
|
Aeulestrasse 38
Fl-9490 Vaduz
Fuerstentum Liechtenstein
|
Management Company
|
|
|
|
Dr. Lins Alexander
Austrian
|
Aeulestrasse 38
Fl-9490 Vaduz
Fuerstentum Liechtenstein
|
Manager
|
|
|
|
Michael Federmann
|
87 Hayarkon St.
Tel-Aviv, Israel
|
Chairman of the Board
of each of Federmann Enterprises Ltd.,
Dan Hotels Corp. Ltd. and Elbit Systems Ltd.
|
|
|
|
Federmann Enterprises ltd.
|
87 Hayarkon St.
Tel-Aviv, Israel
|
|
|
|
|
Officers
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
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
NAME
*
|
PRESENT
BUSINESS
ADDRESS
|
PRESENT
PRINCIPAL
OCCUPATION
|
Directors
|
|
|
|
|
|
Bella Federmann
|
87 Hayarkon St.
Tel-Aviv, Israel
|
Manager
|
|
|
|
Michael Federmann
|
87 Hayarkon St.
Tel-Aviv, Israel
|
Chairman of the Board
of each of Federmann Enterprises Ltd., Dan Hotels Corp. Ltd. and Elbit Systems
Ltd.
|
|
|
|
Ami Federmann
|
87 Hayarkon St.
Tel-Aviv, Israel
|
Manager
|
|
|
|
Irit Federmann
|
87 Hayarkon St.
Tel-Aviv, Israel
|
Manager
|
|
|
|
Liora Federmann
|
87 Hayarkon St.
Tel-Aviv, Israel
|
Manager
|
|
|
|
Officers
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
Each person listed in this Schedule is a citizen of the State of Israel.
19
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
NAME
*
|
PRESENT
BUSINESS
ADDRESS
|
PRESENT
PRINCIPAL
OCCUPATION
|
Directors
|
|
|
|
|
|
Bella Federmann
|
87 Hayarkon St.
Tel-Aviv, Israel
|
Manager
|
|
|
|
Michael Federmann
|
87 Hayarkon St.
Tel-Aviv, Israel
|
Chairman of the Board
of each of Federmann Enterprises Ltd., Dan Hotels Corp. Ltd. and
Elbit Systems Ltd.
|
|
|
|
Ami Federmann
|
87 Hayarkon St.
Tel-Aviv, Israel
|
Manager
|
|
|
|
Liora Federmann
|
87 Hayarkon St.
Tel-Aviv, Israel
|
Manager
|
|
|
|
|
|
|
Officers
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
Each person listed in this Schedule is a citizen of the State of Israel.
20
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
NAME
*
|
PRESENT
BUSINESS
ADDRESS
|
PRESENT
PRINCIPAL
OCCUPATION
|
Directors
|
|
|
|
|
|
Bella Federmann
|
87 Hayarkon St.
Tel-Aviv, Israel
|
Manager
|
|
|
|
Michael Federmann
|
87 Hayarkon St.
Tel-Aviv, Israel
|
Chairman of the Board
of each of Federmann Enterprises Ltd., Dan Hotels Corp. Ltd. and
Elbit Systems Ltd.
|
|
|
|
Ami Federmann
|
87 Hayarkon St.
Tel-Aviv, Israel
|
Manager
|
|
|
|
Liora Federmann
|
87 Hayarkon St.
Tel-Aviv, Israel
|
Manager
|
|
|
|
|
|
|
Officers
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
Each person listed in this Schedule is a citizen of the State of Israel.
21
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. (Incorporated by reference to Amendment No. 1 to the Schedule 13D
filed by Michael Federmann on August 19, 2003.)
|
Exhibit 2
|
Registration Rights Agreement dated July 5, 2000 by and among Elbit Systems
Ltd., Elron Electronic Industries Ltd., Federmann Enterprises Ltd. and Heris
Finanz Aktiengesellschaft (now known as Heris Aktiengesellschaft).
(Incorporated by reference to Amendment No. 1 to the Schedule 13D filed by
Michael Federmann on August 19, 2003.)
|
Exhibit 3
|
English Summary of Loan Agreement dated July 28, 2004 by and among Michael
Federmann, Federmann Enterprises Ltd. and Bank Leumi Le-Israel B.M.
(Incorporated by reference to Amendment No. 2 to the Schedule 13D filed by the
reporting persons on August 2, 2004.)
|
Exhibit 4
|
English Summary of Security Agreements, dated July 28, 2004, by and between
Federmann Enterprises Ltd. and Bank Leumi Le-Israel B.M. (Incorporated by
reference to Amendment No. 2 to the Schedule 13D filed by the reporting persons
on August 2, 2004.)
|
Exhibit 5
|
English Translation of the Original Koor -FEL Deed, dated December 27, 2004
(Incorporated by reference to Amendment No. 3 to the Schedule 13D filed by
the reporting persons on May 5, 2005).
|
Exhibit 6
|
English Translation of the Amended Koor-FEL Deed dated July 6, 2005
(Incorporated by reference to Amendment No. 4 to the Schedule 13D filed by
the reporting persons on September 19, 2005).
|
Exhibit 7
|
English Translation of the Share Transfer Deed, dated November 27, 2006,
between Koor and FEL (Incorporated by reference to Amendment No. 5 to the
Schedule 13D filed by the reporting persons on December 6, 2006).
|
Exhibit 8
|
English Translation of the Purchase Agreement, dated November 22, 2006, between
Koor and FEL (Incorporated by reference to Amendment No. 5 to the Schedule
13D filed by the reporting persons on December 6, 2006).
|
Exhibit 9
|
English Translation of the Debenture, dated November 23, 2006, issued by FEL in
favor of Koor (Incorporated by reference to Amendment No. 5 to the
Schedule 13D filed by the reporting persons on December 6, 2006).
|
Exhibit 10
|
English Translation of the Trust Agreement, dated November 22, 2006, among FEL,
Koor and the FEL Trustee (Incorporated by reference to Amendment No. 5 to
the Schedule 13D filed by the reporting persons on December 6, 2006).
|
22
Exhibit 11
|
English Translation of Letter of Undertaking, dated April 1, 2007, by and among
Federmann Enterprises Ltd. and Bank Leumi Le-Israel B.M.
|
Exhibit 12
|
English Translation of Letter of Undertaking, dated March 26, 2007, among FEL
and Bank HaPoalim.
|
Exhibit 13
|
English Translation of Letter of Undertaking, dated September 25, 2007, among
FEL and Bank HaPoalim.
|
Exhibit 14
|
English Translation of Debenture, dated March 12, 2007, by and between FEL and
Bank HaPoalim, as amended on September 25, 2007.
|
23