SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the Month of July 2005
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ELBIT SYSTEMS LTD.
(Translation of Registrant's Name into English)
Advanced Technology Center, P.O.B. 539, Haifa 31053, Israel
(Address of Principal Corporate Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
|X| Form 20-F |_| Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): |_|
NOTE: Regulation S-T Rule 101(b)(1) only permits the submission in paper
of a Form 6-K if submitted solely to provide an attached annual report to
security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): |_|
NOTE: Regulation S-T Rule 101(b)(7) only permits the submission in paper
of a Form 6-K submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the
laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrant's "home country"), or
under the rules of the home country exchange on which the registrant's
securities are traded, as long as the report or other document is not a
press release, is not required to be and has not been distributed to the
registrant's security holders, and, if discussing a material event, has
already been the subject of a Form 6-K submission or other Commission
filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934:
|_| Yes |X| No
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-______________
Attached hereto as Exhibit 1 and incorporated herein by reference is
the Registrant's press release dated July 24, 2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ELBIT SYSTEMS LTD.
(Registrant)
By: /s/ Ilan Pacholder
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Name: Ilan Pacholder
Title: Corporate Secretary
Dated: July 25, 2005
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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1. Press release dated July 24, 2005.
EXHIBIT 1
ELBIT SYSTEMS ANNOUNCES THE EFFECT ON ITS FINANCIAL RESULTS OF
TADIRAN COMMUNICATIONS SHARE PURCHASE
Haifa, Israel, July 24, 2005, Elbit Systems Ltd. (NASDAQ: ESLT) (the "Company")
reported that it has completed a review of the effect on its financial results
of its purchase to date of shares in Tadiran Communications Ltd.( TASE: TDCM)
("Tadiran"). The Company notes that these effects are due to the implementation
of the accounting standards applicable to the transaction as described below and
apply only to its financial reporting. Accordingly, they do not reflect a change
in the operating results of the Company.
As previously reported by the Company on December 27, 2004, and July 6, 2005,
the Company entered into agreements with Koor Industries Ltd. (NYSE: KOR)
("Koor") to purchase Koor's holdings in Tadiran and the Koor's holdings in
Elisra Electronic Systems Ltd. ("Elisra"), respectively. On April 18, 2005 the
Company reported that it has completed the first stage of the transaction to
acquire Koor's shares in Tadiran, increasing the Company's holdings in Tadiran
to approximately 20%.
As reported by the Company on May 17, 2005 in its financial report for the first
quarter of 2005, the Company will account for its investment in Tadiran under
the equity method of accounting. As a result of the Company obtaining
shareholder rights to exercise significant influence over Tadiran, as defined in
the applicable accounting standards, the Company's investment in Tadiran, which
had been previously accounted for as "available-for-sale securities", will be
accounted for, retroactively, under the equity method of accounting
("step-by-step acquisition"). Implementing the step-by-step acquisition method
will result in the restatement of the Company's prior financial results for the
last quarter of 2004 and the first quarter of 2005, in which the Company's
investment in Tadiran was accounted for as available-for-sale securities.
Accordingly, the Company's net income for the fourth quarter of 2004 and the
first quarter of 2005 will be reduced by approximately $1.1 million and $0.5
million, respectively. As a result, the Company's net income will be restated as
$13 million for the fourth quarter of 2004 and $12.6 million for the first
quarter of 2005, rather than the reported net income of $14.1 million and $13.1
million, respectively.
The excess of the amount paid for the Tadiran shares acquired until the end of
the second quarter of 2005 over their book value is approximately $62 million
and is attributable to In Process R&D ("IPR&D"), tangible and intangible assets,
and goodwill.
Based on a purchase price allocation analysis ("PPA") performed by independent
advisors, the effect of the above transaction on the Company's results for the
second
quarter of 2005 is expected to be approximately $5.6 million in net expenses
recorded, which will be partially offset by the inclusion of the Company's
respective portion of
Tadiran's net profit in the second quarter of 2005. These effects will be
reflected as part of the Company's equity in net earnings of affiliated
companies. The above amount consists mainly of IPR&D write-off, as well as the
on-going amortization of the amounts allocated to tangible and intangible assets
acquired, in accordance with their expected respective useful lives.
Further effects on the Company's financial results are expected to occur in the
event of the consummation of the additional purchases of Tadiran shares from
Koor in accordance with the amendments to the agreements with Koor, announced on
July 6, 2005 and the purchase of Koor's shares in Elisra, subject to receipt of
the required approvals. The effect on the Company's financial results of future
purchases of shares of Tadiran as well as future purchase of shares in Elisra
will be reported following completion of the respective purchases.
About Elbit Systems
Elbit Systems Ltd. is an international defense electronics company engaged in a
wide range of defense-related programs throughout the world, in the areas of
aerospace, land and naval systems, command, control, communications, computers,
intelligence, surveillance and reconnaissance ("C4ISR"), advanced electro-optic
and space technologies. The Company focuses on the upgrading of existing
military platforms and developing new technologies for defense and homeland
security applications.
Contacts:
COMPANY CONTACT IR CONTACTS
Ilan Pacholder, Corporate Secretary and Ehud Helft/Kenny Green
Vice President Finance & Capital Markets
ELBIT SYSTEMS LTD. GK INTERNATIONAL
Tel: 972-4 831-6632 Tel: 1-866-704-6710
Fax: 972-4 831-6659 Fax: 972-3-607-4711
pacholder@elbit.co.il ehud@gk-biz.com
kenny@gk-biz.com
STATEMENTS IN THIS PRESS RELEASE WHICH ARE NOT HISTORICAL DATA ARE
FORWARD-LOOKING STATEMENTS WHICH INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
OR OTHER FACTORS NOT UNDER THE COMPANY'S CONTROL, WHICH MAY CAUSE ACTUAL
RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT
FROM THE RESULTS, PERFORMANCE OR OTHER EXPECTATIONS IMPLIED BY THESE
FORWARD-LOOKING
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STATEMENTS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, THOSE DETAILED IN THE
COMPANY'S PERIODIC FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
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