================================================================================
-----------------------------
OMB APPROVAL
-----------------------------
OMB Number 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response ..... 11
-----------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13D
(AMENDMENT NO. 2)
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 M3760D101
per share ---------
-------------------------------------------------------
(Title of class of securities)
Zvi Firon, Advocate
--------------------------------------------------------------------------------
M. Firon & Co., Advocates and Notaries
16 Abba Hillel Silver Road
Ramat Gan, Israel
972-3-7540000
--------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
(See Explanatory Note)
--------------------------------------------------------------------------------
(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 [_].
CUSIP No. M3760D101 13D/A Page 2
--------------------------------------------------------------------------------
1. Names of Reporting Person: Michael Federmann
I.R.S. Identification Nos. of above persons (entities only).
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds: BK
--------------------------------------------------------------------------------
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 19,938,469/1/
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power -0-
Person With ------------------------------------------------------
10. Shared Dispositive Power 19,915,448
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
19,938,469/1/
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
49.88%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
1 The 19,938,469 Ordinary Shares beneficially owned by the Reporting
Person consist of an aggregate 19,915,448 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. Names of Reporting Person: 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) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds: BK
--------------------------------------------------------------------------------
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 19,938,469/1/
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power -0-
Person With ------------------------------------------------------
10. Shared Dispositive Power 19,915,448
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
19,938,469/1/
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
49.88%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
1 The 19,938,469 Ordinary Shares beneficially owned by the Reporting
Person consist of an aggregate 19,915,448 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. Names of Reporting Person: 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) [X]
(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 Liechtenstein
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power -0-
Shares Bene- ------------------------------------------------------
ficially Owned 8. Shared Voting Power 3,836,458
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power -0-
Person With ------------------------------------------------------
10. Shared Dispositive Power 3,836,458
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,836,458
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
9.59%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
4
CUSIP No. M3760D101 13D/A Page 5
--------------------------------------------------------------------------------
1. Names of Reporting Person: 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) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds: BK
--------------------------------------------------------------------------------
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 19,938,469/1/
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power -0-
Person With ------------------------------------------------------
10. Shared Dispositive Power 19,915,448
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
19,938,469/1/
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
49.88%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
1 The 19,938,469 Ordinary Shares beneficially owned by the Reporting
Person consist of an aggregate 19,915,448 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. Names of Reporting Person: 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: BK
--------------------------------------------------------------------------------
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 19,938,469/1/
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power -0-
Person With ------------------------------------------------------
10. Shared Dispositive Power 19,915,448
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
19,938,469/1/
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
49.88%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
1 The 19,938,469 Ordinary Shares beneficially owned by the Reporting
Person consist of an aggregate 19,915,448 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. M3760D101 13D/A Page 7
--------------------------------------------------------------------------------
1. Names of Reporting Person: 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) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds: BK
--------------------------------------------------------------------------------
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 19,938,469/1/
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power -0-
Person With ------------------------------------------------------
10. Shared Dispositive Power 19,915,448
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
19,938,469/1/
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
49.88%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
1 The 19,938,469 Ordinary Shares beneficially owned by the Reporting
Person consist of an aggregate 19,915,448 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. 2 to the Schedule 13D amends and restates Schedule
13D and Amendment No. 1 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. 2 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 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").
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.
Concurrently with the signing of the Merger Agreement, on December 19,
1999 Elron Electronic Industries Ltd. ("Elron"), FEL and HF entered into a
Shareholders' Agreement (the "Shareholders Agreement") which governed the
relations between Elron, FEL and HF as shareholders of the Issuer following the
merger. Pursuant to the Shareholders Agreement, should any party to the
Shareholders Agreement desire to transfer any of its Ordinary Shares and the
rights associated with such shares ("Associated Rights") to a third party, it
must first offer such Ordinary Shares and Associated Rights to the other parties
of the Shareholders Agreement. On July 8, 2004, Elron entered into an agreement
with Tadiran Communications Ltd. to sell its 7,815,448 Ordinary Shares and
Associated Rights for 196.5 million U.S. Dollars, subject to Elron's obligations
under the Shareholders Agreement to first offer the Ordinary Shares and
Associated Rights to FEL and HF on the same terms and conditions as were agreed
between Elron and Tadiran Communications Ltd. After Elron made the offer to FEL
and HF, FEL exercised on July 28, 1004 its rights to purchase the 7,815,448
Ordinary Shares and Associated Rights from Elron.
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"). The remainder of the purchase price was
paid by FEL from its own funds. Under the Loan Agreement, the Lender made the
following loans to FEL:
9
(1) a loan in an amount of approximately 111 million U.S. Dollars ,
which is secured by 4,915,448 Ordinary Shares pledged in favor of the Lender.
(2) two loans in the total amount of 51 million U.S. Dollars which are
secured by 2,900,000 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 "Trustee"). The 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. In
addition, FEL agreed, if necessary to make payments under the Loan Agreement, to
sell up to approximately 4 million Ordinary Shares previously held by it and to
use the proceeds for payment of the Loan. The Loan Agreement contains customary
events of default.
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 19,938,469 Ordinary Shares, except for HF which beneficially
owns 3,836,458 Ordinary Shares.
Subsequent to the sale of Elron's Ordinary Shares to FEL, the
Shareholder's Agreement is of no more force and effect.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Ordinary Shares referred to in the
first paragraph of Item 3 above on July 5, 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 the
effectiveness of the merger in exchange for their shares of Elop.
On July 28, 2004, the Reporting Persons acquired an additional
7,815,448 Ordinary Shares and Associated Rights when FEL exercised its rights
under the Shareholders Agreement to purchase such Ordinary Shares from Elron
under the same terms and conditions as Elron had previously agreed to sell such
Ordinary Shares to Tadiran Communications Ltd.
Potential Sale of Ordinary Shares. FEL is considering
selling approximately 4.4 million Ordinary Shares of Issuer to an appropriate
third-party investor in a private transaction.
Changes in the Issuer's Board and Management. Immediately prior to the
purchase of the Ordinary Shares and Associated Rights from Elron, 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.
10
Immediately after the purchase of Elron's Ordinary Shares by FEL, two
members of the Board of Directors originally nominated by Elron, Avi Fischer and
Doron Birger, resigned. At the next meeting of the Board of Directors, another
member of the Board of Directors nominated by Elron, Ami Erel, is expected to
resign. Mr. Avraham Ashery, another member of the Board of Directors, originally
nominated by Elron, is anticipated to remain a director of the Issuer. The
remaining members of the Board of Directors may fill any or all of the vacancies
created by the resignations of the resigning members of the Board of Directors.
Change in Dividend Policy. The Reporting Persons plan to recommend to
the Issuer's Board of Directors that it declare an extraordinary cash dividend
at the next board meeting.
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
August 2, 2004, each of the Reporting Persons beneficially owns an aggregate of
19,938,469 Ordinary Shares, representing approximately 49.88% of the outstanding
Ordinary Shares of the Issuer (based on an aggregate of 39,972,255 Ordinary
Shares outstanding as of June 30, 2004, excluding 385,900 Ordinary Shares held
in treasury by the Issuer), except for HF which beneficially owns 3,836,458
Ordinary Shares, representing approximately 9.59% of the outstanding Ordinary
Shares of the Issuer (based on an aggregate of 39,972,255 Ordinary Shares
outstanding as of June 30, 2004, 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 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 July 28, 2004, pursuant to its rights under the Shareholders
Agreement, FEL exercised its right to purchase 7,815,448 Ordinary Shares from
Elron on the same terms and conditions that were agreed to by Elron and Tadiran
Communications Ltd. As a result, each of the Reporting Persons beneficially owns
19,938,469 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
11
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
7,815,448 Ordinary Shares and Associated Rights purchased from Elron are
registered in the name of the Trustee, which is an affiliate of the Lender. The
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. Each of the Reporting Persons currently
beneficially owns 19,938,469 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 3.
An agreement among the Reporting Persons with respect to the filing of
this Schedule 13D and any amendments hereto is attached as Exhibit 1.
Immediately upon the purchase by the Reporting Persons and the sale by
Elron of the 7,815,448 Ordinary Shares and the Associated Rights and pursuant to
the terms of the Shareholders Agreement, the Associated Rights were transferred
to the Reporting Persons and the Shareholders Agreement terminated.
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 7,815,448 Ordinary Shares and
Associated Rights purchased from Elron are pledged to the Lender. Such Ordinary
Shares are registered in the name of the Trustee, which is a trust company and
an affiliate of the Lender. The 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.
12
Upon the termination of the Loan Agreement, such Ordinary Shares will be
re-registered under the name of FEL.
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 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). (Incorporated by reference to Amendment
No. 1 to the Schedule 13D filed by Michael Federmann on August 19,
2003.)
Exhibit 3 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 4 English Summary of Loan Agreement dated July 28, 2004 by and among
Michael Federmann, Federmann Enterprises Ltd. and Bank Leumi
Le-Israel B.M.
Exhibit 5 English Summary of Security Agreements, dated July 28, 2004, by
and between Federmann Enterprises Ltd. and Bank Leumi Le-Israel B.M.
13
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 2, 2004
/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
---------------------------
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
14
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 87 Hayarkon St. Manager
Tel-Aviv, Israel
Michael Federmann 87 Hayarkon St. Chairman of the Board
Tel-Aviv, Israel of each of Federmann Enterprises
Ltd.,
Dan Hotels Corp. Ltd. and Elbit
Systems Ltd.
Samuel Federmann 87 Hayarkon St. Manager
Tel-Aviv, Israel
Irit Federmann 87 Hayarkon St. Manager
Tel-Aviv, Israel
Liora Federmann 87 Hayarkon St. Manager
Tel-Aviv, Israel
Officers
Dov Ninveh 87 Hayarkon St. Manager
Tel-Aviv, Israel
Aharon Beth-Halachmi 87 Hayarkon St. Manager
Tel-Aviv, Israel
* Each person listed in this Schedule is a citizen of the State of Israel.
15
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
16
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 87 Hayarkon St. Manager
Tel-Aviv, Israel
Michael Federmann 87 Hayarkon St. Chairman of the Board
Tel-Aviv, Israel of each of Federmann Enterprises
Ltd., Dan Hotels Corp. Ltd. and
Elbit Systems Ltd.
Samuel Federmann 87 Hayarkon St. Manager
Tel-Aviv, Israel
Irit Federmann 87 Hayarkon St. Manager
Tel-Aviv, Israel
Officers
None
* Each person listed in this Schedule is a citizen of the State of Israel.
17
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 87 Hayarkon St. Manager
Tel-Aviv, Israel
Michael Federmann 87 Hayarkon St. Chairman of the Board
Tel-Aviv, Israel of each of Federmann Enterprises
Ltd., Dan Hotels Corp. Ltd. and
Elbit Systems Ltd.
Samuel Federmann 87 Hayarkon St. Manager
Tel-Aviv, Israel
Officers
None
* Each person listed in this Schedule is a citizen of the State of Israel.
18
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 87 Hayarkon St. Manager
Tel-Aviv, Israel
Michael Federmann 87 Hayarkon St. Chairman of the Board
Tel-Aviv, Israel of each of Federmann Enterprises
Ltd., Dan Hotels Corp. Ltd. and
Elbit Systems Ltd.
Samuel Federmann 87 Hayarkon St. Manager
Tel-Aviv, Israel
Officers
None
* Each person listed in this Schedule is a citizen of the State of Israel.
19
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 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). (Incorporated by reference to Amendment
No. 1 to the Schedule 13D filed by Michael Federmann on August 19,
2003.)
Exhibit 3 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 4 English Summary of Loan Agreement dated July 28, 2004 by and among
Michael Federmann, Federmann Enterprises Ltd. and Bank Leumi
Le-Israel B.M.
Exhibit 5 English Summary of Security Agreements, dated July 28, 2004, by
and between Federmann Enterprises Ltd. and Bank Leumi Le-Israel B.M.
20