Filed Pursuant to Rule 424(b)(3)

Registration No. 333-159043

LIMCO-PIEDMONT INC.
1031 East Mountain Street, Building 320
Kernersville, North Carolina 27824

TO THE STOCKHOLDERS OF LIMCO-PIEDMONT INC.:

You are cordially invited to attend a special meeting of the stockholders of Limco-Piedmont Inc. (also referred to as “Limco”, “we” or “us”) to be held at 10:00 a.m.  Eastern Daylight Time, on July 2, 2009, at the offices of Proskauer Rose LLP, 1585 Broadway, New York, New York 10036.  Only stockholders who held shares of Limco common stock at the close of business on June 8, 2009, the record date for the special meeting, will be entitled to receive notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting.

At the special meeting, we will ask you to vote on a proposal to approve and adopt the Agreement and Plan of Merger that we entered into on April 3, 2009, with TAT Technologies Ltd., an Israeli company which owns 61.8% of Limco’s common stock (also referred to as “TAT”), and its wholly owned subsidiary, LIMC Acquisition Company, a Delaware corporation, as such agreement may be amended from time to time (also referred to as the “merger agreement”) and approve the merger provided for therein.

Upon completion of the proposed merger, LIMC Acquisition Company will merge with and into Limco, and each of your outstanding shares of Limco’s common stock will be converted into the right to receive five tenths (.5) of an ordinary share of TAT.  If the merger is completed, Limco will become a wholly owned subsidiary of TAT.  TAT’s ordinary shares are listed on the NASDAQ Capital Market under the symbol “TATTF” and on the Tel Aviv Stock Exchange in Israel under the symbol “TAT Tech”.  On June 3, 2009, the closing sale price of TAT ordinary shares was $7.15 as reported on the NASDAQ Capital Market. It is anticipated that immediately following closing, ordinary shares of TAT will commence trading on the NASDAQ Global Market.

The merger cannot be completed unless Limco stockholders approve and adopt the merger agreement and approve the merger.  Such adoption and approval requires the affirmative vote of the holders of a majority of the shares of Limco common stock outstanding on the record date for the special meeting.  TAT holds 61.8% of the shares of Limco’s common stock outstanding and has advised the Limco Board of Directors that it intends to vote for approval and adoption of the merger.  Accordingly, such approval and adoption is assured.

THE SPECIAL COMMITTEE OF THE LIMCO BOARD OF DIRECTORS APPOINTED TO NEGOTIATE AND EVALUATE THE TERMS OF THE MERGER AGREEMENT AND EVALUATE THE FAIRNESS OF THE MERGER (THE “SPECIAL COMMITTEE”) COMPRISED OF DIRECTORS UNAFFILIATED WITH TAT, AS WELL AS THE ENTIRE LIMCO BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND THAT LIMCO STOCKHOLDERS VOTE “FOR” APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND APPROVAL OF THE MERGER.

The accompanying proxy statement/prospectus contains detailed information about the merger and the special meeting.  WE ENCOURAGE YOU TO READ CAREFULLY THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 22.

WHETHER YOU PLAN TO ATTEND THE SPECIAL MEETING OR NOT, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED, AS SOON AS POSSIBLE.

	Sincerely,
	By:	/s/Shmuel Fledel
		Dr. Shmuel Fledel
		Chairman of the Board of Directors
June 8, 2009

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATOR HAS APPROVED OF THE MERGER DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGER, OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated June 8, 2009 and is first being mailed to our stockholders on or about June 10, 2009.

ADDITIONAL INFORMATION

You can obtain any of the documents that TAT has filed with the SEC through contacting TAT, at the address below, or from the SEC, at no cost, through the SEC’s website at http://www.sec.gov. These documents are available from TAT without charge, excluding any exhibits to those documents, unless the exhibit is specifically incorporated by reference as an exhibit in this proxy statement/prospectus.  TAT will provide to each person, including any beneficial owner, to whom this proxy statement/prospectus is delivered, a copy of these filings, at no cost, upon written or oral request to TAT at:  Re’em Industrial Park, Neta Boulevard, Bnei Ayish, Gedera 70750, Israel, Attn:  Chief Financial Officer, telephone number:
972-8-862-8500.

IN ORDER FOR YOU TO RECEIVE TIMELY DELIVERY OF THE DOCUMENTS IN ADVANCE OF THE LIMCO SPECIAL MEETING, TAT SHOULD RECEIVE YOUR REQUEST NO LATER THAN JUNE 19, 2009.

LIMCO-PIEDMONT INC.
1031 East Mountain Street
Building 320
Kernersville, North Carolina 27824

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 2, 2009

TO THE STOCKHOLDERS OF LIMCO-PIEDMONT INC.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Limco-Piedmont Inc. (also referred to as “Limco”), a Delaware corporation, will be held at 10:00 a.m., Eastern Daylight Time, on July 2, 2009, at the offices of Proskauer Rose LLP, 1585 Broadway, New York, New York 10036, for the following purpose, as more fully described in this proxy statement/prospectus:

To vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of April 3, 2009, by and among Limco, TAT Technologies Ltd., an Israeli company that owns 61.8% of Limco’s common stock (also referred to as “TAT”), and its wholly owned subsidiary, LIMC Acquisition Company, a Delaware corporation, as such agreement may be amended from time to time (also referred to as the “merger agreement”), and approve the merger provided for therein.

Only the holders of record of Limco’s common stock on the close of business on June 8, 2009, the record date for the special meeting, are entitled to receive notice of, and to vote at, Limco’s special meeting and any adjournments or postponements of the Limco special meeting.  The affirmative vote of the holders of a majority of the shares of Limco common stock outstanding on the record date for the special meeting is required to approve and adopt the merger agreement and approve the merger.  TAT holds 61.8% of the shares of Limco common stock outstanding and has advised the Limco Board of Directors that it intends to vote for approval and adoption of the merger agreement and approval of the merger.  Accordingly, such approval and adoption is assured.

THE SPECIAL COMMITTEE OF THE LIMCO BOARD OF DIRECTORS APPOINTED TO NEGOTIATE AND EVALUATE THE TERMS OF THE MERGER AGREEMENT AND EVALUATE THE FAIRNESS OF THE MERGER (THE “SPECIAL COMMITTEE”) COMPRISED OF DIRECTORS UNAFFILIATED WITH TAT, AS WELL AS THE ENTIRE LIMCO BOARD OF DIRECTORS, UNANIMOUSLY RECOMMEND THAT LIMCO STOCKHOLDERS VOTE “FOR” APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND APPROVAL OF THE MERGER.  THE SPECIAL COMMITTEE AS WELL AS THE LIMCO BOARD OF DIRECTORS HAVE UNANIMOUSLY DETERMINED THAT THE MERGER AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT ARE ADVISABLE AND FAIR TO, AND IN THE BEST INTERESTS OF, LIMCO AND ITS PUBLIC STOCKHOLDERS AND HAVE APPROVED THE MERGER AGREEMENT, THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT.

	By Order of the Board of Directors
	By:	/s/ Shmuel Fledel
		Dr. Shmuel Fledel
		Chairman of the Board of Directors
June 8, 2009

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.  WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY, AS INSTRUCTED IN THESE MATERIALS, AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING.  A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES) IS ENCLOSED FOR YOUR CONVENIENCE.  EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING.  PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THAT RECORD HOLDER.

TABLE OF CONTENTS

	Page
QUESTIONS AND ANSWERS ABOUT THE MERGER	1
SUMMARY	5
The Companies	5
The Merger	6
The Merger Consideration	6
Treatment of Limco Options	6
The Limco Special Meeting	6
Recommendation of the Limco Special Committee and the Limco Board of Directors	7
Limco’s Reasons for the Merger	7
Opinion of Limco Special Committee’s Financial Advisor	7
Share Ownership After the Merger	7
Interests of Limco’s Directors and Executive Officers in the Merger	7
TAT Ordinary Shares Traded on NASDAQ and TASE; Delisting and Deregistration of Limco Common Stock	8
Cash in Lieu of Fractional Shares	8
No Dissenters’ Appraisal Rights	8
Conditions to Completion of the Merger	8
Regulatory Filings and Approvals Necessary to Complete the Merger	8
Directors and Management of the Merged Company after the Merger	8
Unavailability of Alternative Transaction	8
Termination	8
Expenses	9
Certain Material U.S. Federal Income Tax Consequences of the Merger	9
Material Israeli Tax Considerations	9
Accounting Treatment	9
Comparative Rights of TAT and Limco Shareholders	9
Exchange of Stock Certificates	10
Voting Rights	10
Solicitation of Proxies	10
TAT SELECTED HISTORICAL FINANCIAL INFORMATION	11
LIMCO SELECTED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION	16
TAT UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION	18
SECURITIES MARKET PRICE INFORMATION	22
RISK FACTORS	23
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	31
THE LIMCO SPECIAL MEETING OF STOCKHOLDERS	32
Date, Time and Place	32
Matters to be Considered at the Limco Stockholders’ Meeting	32
Stockholders Entitled to Vote	32

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Quorum	32
Vote Required	32
Voting Rights	32
Voting Your Shares	33
Receipt of Multiple Proxy Cards	33
Revoking Your Proxy and Changing Your Vote	33
Abstentions and Broker Non-Votes	34
Solicitation of Proxies	34
You Will Not Have Dissenters’ Appraisal Rights in the Merger	34
Questions about Voting	34
Stockholder Proposals for Limco’s 2009 Annual Meeting of Stockholders	34
Limco Stock Certificates	34
THE MERGER	35
Background of the Merger	35
Limco’s Reasons for the Merger	36
Recommendation of the Special Committee and the Limco Board of Directors	38
No Alternative Transaction is possible	38
Interests of the Special Committee in the Merger	38
No “Change in Control” Agreements	38
Continued Director and Officer Indemnification	38
TAT’s Reasons for the Merger	38
Opinion of Limco Special Committee’s Financial Advisor	39
Regulatory Filings and Approvals Necessary to Complete the Merger	43
Directors and Management of the Merged Company	43
Accounting Treatment	43
TAT Ordinary Shares Traded on NASDAQ and TASE; Delisting and Deregistration of Limco common stock	44
Cash In Lieu of Fractional Shares	44
Effective Time of the Merger and the Share Exchange	44
No Dissenters’ Appraisal Rights	45
THE MERGER AGREEMENT	45
The Merger	45
Effective Time of the Merger	45
Merger Consideration	45
Treatment of Limco Options	46
Payment Procedures	46
Representations and Warranties	46
Conduct Prior to Completion of the Transaction	47
Registration Statement; Proxy Statement/Prospectus and Limco Stockholders Meeting	47
Board Recommendation	47
Regulatory Matters	48

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Publicity	48
Directors’ and Officers’ Insurance; Indemnification	48
Survival of Representations and Warranties	48
Conditions to Completion of the Merger	48
Termination of the Merger Agreement	49
Expenses	49
Amendment	49
DESCRIPTION OF TAT SHARE CAPITAL	50
General	50
Description of Ordinary Shares	50
Other Securities	51
COMPARATIVE RIGHTS OF TAT AND LIMCO SHAREHOLDERS	51
General	51
Summary of Material Differences Between the Rights of Limco Stockholders and the Rights of TAT Shareholders	52
INFORMATION ABOUT LIMCO	65
Description of LIMCO’s Business	65
Management’s Discussion and Analysis of Financial Condition and Results of Operations	74
Security Ownership of Certain Beneficial Owners and Management of Limco	87
INFORMATION ABOUT TAT	89
Description of TAT’s Business	89
Operating and Financial Review and Prospects	101
Directors and Senior Management of TAT	124
Beneficial Ownership of TAT	125
Related Party Transactions	126
TAT UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS	128
TAXATION	133
Certain Material U.S. Federal Income Tax Consequences of the Merger	133
Material Israeli Tax Considerations - Taxation of TAT Shareholders	134
EXCHANGE CONTROLS AND LIMITATIONS AFFECTING STOCKHOLDERS	138
ENFORCING CIVIL LIABILITIES	138
LEGAL MATTERS	138
EXPERTS	138
OTHER MATTERS	139
ABOUT THIS DOCUMENT	139
SHAREHOLDER PROPOSALS	139
WHERE YOU CAN FIND MORE INFORMATION	139
ANNEXES	140

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Annex I	Agreement and Plan of Merger
Annex II	Opinion of Oppenheimer & Co. Inc.
Annex III	Limco Financial Statements as of December 31, 2008
Annex IV	TAT Financial Statements as of December 31, 2008
Annex V	Limco Condensed Consolidated Financial Statements as of March 31, 2009
Annex VI	TAT Condensed Consolidated Financial Statements as of March 31, 2009

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QUESTIONS AND ANSWERS ABOUT THE MERGER

THE FOLLOWING ARE SOME QUESTIONS THAT YOU MAY HAVE REGARDING THE PROPOSED MERGER AND BRIEF ANSWERS TO THOSE QUESTIONS. WE URGE YOU TO READ CAREFULLY THE REMAINDER OF THIS PROXY STATEMENT/PROSPECTUS BECAUSE THE INFORMATION IN THIS SECTION DOES NOT PROVIDE ALL THE INFORMATION THAT MIGHT BE IMPORTANT TO YOU WITH RESPECT TO THE PROPOSED MERGER. ADDITIONAL IMPORTANT INFORMATION IS ALSO CONTAINED IN THE ANNEXES TO THIS PROXY STATEMENT/PROSPECTUS. UNLESS STATED OTHERWISE, ALL REFERENCES IN THIS PROXY STATEMENT/PROSPECTUS TO TAT ARE TO TAT TECHNOLOGIES LTD., (WHICH OWNS 61.8% OF LIMCO’S COMMON STOCK) A COMPANY ORGANIZED UNDER THE LAWS OF ISRAEL; AND ITS SUBSIDIARIES; ALL REFERENCES TO LIMCO ARE TO LIMCO-PIEDMONT INC., A DELAWARE CORPORATION AND ITS SUBSIDIARIES; ALL REFERENCES TO MERGER SUB ARE TO LIMC ACQUISITION COMPANY, A DELAWARE CORPORATION AND A WHOLLY-OWNED SUBSIDIARY OF TAT; ALL REFERENCES TO THE MERGED COMPANY ARE TO TAT, WITH LIMCO AS ITS WHOLLY-OWNED SUBSIDIARY FOLLOWING COMPLETION OF THE MERGER; AND ALL REFERENCES TO THE MERGER AGREEMENT ARE TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 3, 2009, BY AND AMONG LIMCO, TAT AND MERGER SUB, A COPY OF WHICH IS ATTACHED AS ANNEX 1 TO THIS PROXY STATEMENT/PROSPECTUS.

WHAT IS THE PROPOSED TRANSACTION?

Limco, TAT and Merger Sub have entered into a merger agreement, pursuant to which Merger Sub will merge with and into Limco with Limco surviving the merger and continuing its existence as a wholly-owned subsidiary of TAT (referred to in this proxy statement/prospectus as the merger). See “THE MERGER.”

WHY AM I RECEIVING THIS DOCUMENT AND PROXY CARD?

You are receiving this document and proxy card because, as of June 8, 2009, the record date for the special meeting, you owned shares of Limco common stock. The affirmative vote of the holders of a majority of the shares of Limco common stock outstanding on the record date for the special meeting is required to approve and adopt the merger agreement and approve the merger.

This proxy statement/prospectus contains important information about the proposed merger, the merger agreement and the Limco special meeting, which you should read carefully. The enclosed voting materials allow you to vote your shares without attending the Limco special meeting.

REGARDLESS OF THE NUMBER OF SHARES YOU OWN, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, YOU ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE.

WHY ARE LIMCO AND TAT PROPOSING THE MERGER?

The boards of directors of Limco and TAT believe that the combination of Limco and TAT (rather than the current situation in which TAT owns 61.8% of Limco’s common stock) will provide substantial benefits to the stockholders of both companies and will allow stockholders of both companies the opportunity to participate in a larger company that is capable of creating greater stockholder value than either Limco or TAT could create with the current ownership status. To review the reasons for the merger in greater detail, see “THE MERGER - RECOMMENDATION OF THE SPECIAL COMMITTEE AND THE LIMCO BOARD OF DIRECTORS”, “THE MERGER - LIMCO’S REASONS FOR THE MERGER” and “THE MERGER - TAT’S REASONS FOR THE MERGER.”

WHAT WILL HOLDERS OF LIMCO COMMON STOCK RECEIVE IN THE MERGER?

If the proposed merger is completed, at the effective time of the merger, Limco stockholders will be entitled to receive five tenths (.5) of an ordinary share of TAT for each share of Limco common stock that they own (referred to as the “exchange ratio”), and cash in lieu of fractional shares. See “THE MERGER AGREEMENT - MERGER CONSIDERATION.”

WHAT WILL HAPPEN IN THE PROPOSED MERGER TO THE OPTIONS ISSUED BY LIMCO THAT COULD BE EXERCISED FOR LIMCO COMMON STOCK AT THE OPTION OF THE HOLDER?

All options issued by Limco unexercised at the effective time of the merger will terminate upon the consummation of the merger. Unvested options will not vest as a result of the merger. See “THE MERGER AGREEMENT - TREATMENT OF LIMCO OPTIONS.”

WHEN IS THE MERGER TRANSACTION EXPECTED TO BE COMPLETED?

The merger is expected to be completed in the third quarter of 2009. Until that time, both companies will continue to operate independently. However, Limco and TAT cannot predict the exact timing of the completion of the merger because it is subject to approval by Limco stockholders and other conditions. See “THE MERGER AGREEMENT - CONDITIONS TO COMPLETION OF THE MERGER.”

DO THE SPECIAL COMMITTEE AND THE LIMCO BOARD OF DIRECTORS RECOMMEND THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE APPROVAL OF THE MERGER?

Yes. The Special Committee and the Limco Board of Directors each unanimously recommend that Limco stockholders vote “FOR” approval and adoption of the merger agreement and the approval of the merger. The Special Committee and the Limco Board of Directors have each unanimously determined that the merger and the transactions contemplated by the merger agreement are advisable and fair to, and in the best interests of, Limco and its public stockholders and have approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. See “THE MERGER - RECOMMENDATION OF THE SPECIAL COMMITTEE AND THE LIMCO BOARD OF DIRECTORS.”

WHAT VOTE OF LIMCO STOCKHOLDERS IS REQUIRED TO APPROVE AND ADOPT THE MERGER AGREEMENT AND APPROVE THE MERGER?

The affirmative vote of the holders of a majority of Limco’s common stock outstanding on the record date for the special meeting is required to approve and adopt the merger agreement and approve the merger. TAT holds 61.8% of the shares of Limco’s common stock outstanding and has advised the Limco Board of Directors that it intends to vote for approval and adoption of the merger agreement and approval of the merger. Accordingly, such approval and adoption is assured.

IS A VOTE NEEDED BY TAT SHAREHOLDERS?

A vote of TAT’s shareholders is not required for approval of the merger agreement or the merger.

WHEN AND WHERE WILL THE LIMCO SPECIAL MEETING BE HELD?

The Limco special meeting will take place on July 2, 2009, beginning at 10:00 a.m. Eastern Daylight Time, at the offices of Proskauer Rose LLP, 1585 Broadway, New York, New York 10036.

WHO CAN ATTEND AND VOTE AT THE LIMCO SPECIAL MEETING?

All record holders of Limco common stock as of the close of business on June 8, 2009, the record date for the Limco special meeting, are entitled to notice of, and may attend and vote at, the special meeting. As of the close of business on the record date, there were 13,250,000 shares of our common stock outstanding, held by two stockholders of record.

WHAT SHOULD LIMCO STOCKHOLDERS DO NOW IN ORDER TO VOTE ON THE PROPOSAL BEING CONSIDERED AT THE SPECIAL MEETING?

STOCKHOLDER OF RECORD: SHARES REGISTERED IN YOUR NAME. If on June 8, 2009 your shares of Limco common stock were registered directly in your name with Limco’s transfer agent, American Stock Transfer & Trust Company, then you are a stockholder of record. If you are a stockholder of record, you may vote in person at the special meeting or vote by proxy using the enclosed proxy card. Whether or not you plan to attend the special meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the special meeting and vote in person even if you have already voted by proxy.

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All shares entitled to vote and represented by properly completed proxies received prior to the Limco special meeting, and not revoked, will be voted at the Limco special meeting as instructed on the proxies. IF YOU SIGN YOUR PROXY BUT DO NOT INDICATE HOW YOUR SHARES OF LIMCO COMMON STOCK SHOULD BE VOTED, THE SHARES REPRESENTED BY YOUR PROPERLY COMPLETED PROXY WILL BE VOTED AS THE LIMCO BOARD OF DIRECTORS RECOMMENDS AND THEREFORE “FOR” THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE APPROVAL OF THE MERGER.

BENEFICIAL OWNER: SHARES REGISTERED IN THE NAME OF A BROKER OR BANK. If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from Limco’s transfer agent. Simply complete and mail the proxy card in accordance with the instructions provided by your broker, bank or other agent, or follow the instructions for voting in any other manner as provided by your broker, bank or other agent, to ensure that your vote is counted. To vote in person at the special meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker or bank to request a proxy form.

Your broker will vote your shares of Limco common stock only if you provide instructions on how to vote. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Without instructions, your shares of Limco common stock will be a broker “non-vote,” which will have the effect of a vote against the approval and adoption of the merger agreement and approval of the merger.

ARE LIMCO STOCKHOLDERS ENTITLED TO DISSENTERS’ APPRAISAL RIGHTS?

No.You will not have any appraisal rights under the Delaware General Corporation Law, or under Limco’s certificate of incorporation, in connection with the merger, and neither Limco nor TAT will independently provide you with any such rights.

WHAT WILL HAPPEN IF I ABSTAIN FROM VOTING OR FAIL TO VOTE?

An abstention or failure to vote by a Limco stockholder will have the effect of a vote against the approval and adoption of the merger agreement and the approval of the merger. If you sign and return your proxy card but do not indicate how you want to vote, your proxy will be counted as a vote in favor of the approval and adoption of the merger agreement and the transactions contemplated by the merger agreement.

CAN I CHANGE MY VOTE AFTER I HAVE MAILED
MY SIGNED PROXY OR DIRECTION FORM?

If you are a record holder of our common stock and you vote by proxy, you may revoke your proxy or change your voting instructions at any time before your proxy is exercised:

·If you mailed a proxy card, by timely mailing another proxy card with a later date;

·By timely notifying Limco in writing before the special meeting that you have revoked your proxy; or

·By attending the special meeting, revoking your proxy and voting in person.

If your shares are held in “street name,” consult your broker for instructions on how to revoke your proxy or change your vote.

SHOULD I SEND IN MY STOCK CERTIFICATES NOW?

IF YOU ARE A RECORD HOLDER OF LIMCO COMMON STOCK, PLEASE DO NOT SEND YOUR LIMCO COMMON STOCK CERTIFICATES TO US NOW. AFTER THE EFFECTIVE TIME OF THE MERGER, TAT WILL MAIL A LETTER OF TRANSMITTAL TO YOU. YOU SHOULD SEND YOUR LIMCO COMMON STOCK CERTIFICATES ONLY IN COMPLIANCE WITH THE INSTRUCTIONS THAT WILL BE PROVIDED IN THE LETTER OF TRANSMITTAL.

WHAT ARE THE IMPLICATIONS OF TAT BEING A “FOREIGN PRIVATE ISSUER”?

TAT is subject to the reporting requirements under the Securities Exchange Act of 1934, or the Exchange Act, applicable to foreign private issuers. TAT is required to file its annual report on Form 20-F with the SEC within six months after the end of each fiscal year and to furnish reports on Form 6-K. In addition, TAT must file reports with the Israel Securities Authority and the Tel Aviv Stock Exchange regarding certain information required to be publicly disclosed by TAT in the United States or that is filed with the Securities and Exchange Commission, or regarding information distributed or required to be distributed by TAT to its shareholders. TAT is exempt from certain rules under the Exchange Act,

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including the proxy rules which impose certain disclosure and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. Moreover, while TAT does publish its quarterly financial statements, TAT is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act, and is not required to comply with Regulation FD, which addresses certain restrictions on the selective disclosure of material information. In addition, among other matters, TAT’s officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of TAT ordinary shares.

WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card to ensure that all of your Limco common stock are voted.

WHAT DO I NEED TO DO NOW?

Limco urges all Limco stockholders to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the merger will affect you as a stockholder of Limco. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

WHO CAN HELP ANSWER MY QUESTIONS?

If you have questions about the merger you should contact. Shmuel Fledel, the Chairman of Limco, 972-8-862-8500, e-mail: shmuelf@tat.co.il. If you need additional copies of the proxy statement or the enclosed proxy card you should contact: Mary Dowdy, Chief Financial Officer, Limco, 1031 East Mountain Street, Building 320, Kernersville, North Carolina 27824, (336) 276-6360, e-mail: maryd@limcopiedmont.com

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SUMMARY

THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS PROXY STATEMENT/ PROSPECTUS AND MAY NOT CONTAIN ALL THE INFORMATION THAT IS IMPORTANT TO YOU. TO UNDERSTAND THE MERGER FULLY AND FOR A MORE COMPLETE DESCRIPTION OF THE LEGAL TERMS OF THE MERGER, YOU SHOULD CAREFULLY READ THIS ENTIRE PROXY STATEMENT/PROSPECTUS, ITS ANNEXES, AND THE OTHER DOCUMENTS TO WHICH YOU ARE REFERRED, INCLUDING IN PARTICULAR THE ATTACHED MERGER AGREEMENT ITSELF, THAT ARE ATTACHED TO THIS PROXY STATEMENT/ PROSPECTUS.

THE COMPANIES

TAT Technologies Ltd.

TAT provides a variety of services and products to the military and commercial aerospace and ground defense industries through its Gedera facility in Israel, as well as through its subsidiaries, Bental Industries Ltd., or Bental, in Israel and Limco in the U.S.

TAT operates three businesses: (i) original equipment manufacturing, or OEM, through TAT’s facility in Gedera and TAT’s subsidiary, Bental, (ii) maintenance, repair and overhaul, or MRO services, through TAT’s subsidiary, Limco and (iii) parts services, also through Limco.

TAT, through its Gedera facility, is an OEM of a broad range of heat transfer components, air conditioning systems and other cooling systems used in mechanical and electronic systems on board military and commercial aircraft as well as on ground systems. The Gedera facility is also an OEM of a wide range of aviation accessories and provides limited MRO, services for military and commercial customers, mainly for aviation accessories as well as for certain heat transfer components.

TAT, through its Bental subsidiary, is also an OEM of broad range of electric motion systems. Bental is engaged in the manufacture and sale of motors, generators, and other electro-mechanical motion systems primarily for the defense and aerospace markets.

TAT’s ordinary shares are publicly traded on the NASDAQ Capital Market under the symbol “TATTF” and on the Tel Aviv Stock Exchange under the symbol “TAT Tech”. It is anticipated that immediately following closing, ordinary shares of TAT will commence trading on the NASDAQ Global Market.

TAT’s executive offices are located in the Re’em Industrial Park, Neta Boulevard, Bnei Ayish, Gedera 70750, Israel, and TAT’s telephone number is 972-8-862-8500.

Limco-Piedmont Inc.

Limco provides MRO services and parts supply services to the aerospace industry. Limco’s Federal Aviation Administration, or FAA, certified repair stations provide aircraft component MRO services for airlines, air cargo carriers, maintenance service centers and the military. In conjunction with Limco’s MRO services, Limco is also, to a limited extent, an OEM of heat transfer equipment for airplane manufacturers and other selected related products. Limco’s parts services division offers inventory management and parts services for commercial, regional and charter airlines and business aircraft owners.

Limco’s common stock is publicly traded on the NASDAQ Global Market under the symbol “LIMC”.

Limco’s principal executive offices are located at 1031 East Mountain Street, Building 320, Kernersville, North Carolina 27824, and Limco’s telephone number is (336) 276-6360.

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LIMC Acquisition Company

LIMC Acquisition Company (or Merger Sub) is a wholly owned subsidiary of TAT. Merger Sub was formed solely for the purpose of effecting the merger. Merger Sub has not conducted any business operations other than those incidental to its formation and in connection with the transactions contemplated by the merger agreement. Upon consummation of the merger, Merger Sub will merge with and into Limco and cease to exist, with Limco surviving the merger and continuing its existence as a wholly owned subsidiary of TAT.

THE MERGER (Page 46)

Under the terms of the merger agreement, Merger Sub will merge with and into Limco, with Limco surviving the merger and continuing its existence as a wholly owned subsidiary of TAT. The merger agreement is attached as Annex 1 to this proxy statement/prospectus. TAT and Limco encourage you to read the merger agreement in its entirety because it is the legal document that governs the merger.

THE MERGER CONSIDERATION (Page 46)

In the merger, each share of Limco common stock outstanding immediately prior to the effective time of the merger will be automatically converted into the right to receive five tenths (.5) of an ordinary share of TAT, which is referred to as the exchange ratio. No fraction of a TAT ordinary share will be issued in the merger. Instead, each holder of shares of Limco common stock who would otherwise be entitled to receive a fractional TAT ordinary share in the merger will be entitled to receive a cash payment in lieu of such fractional TAT ordinary share.

Limco stockholders of record will have to surrender their common stock certificates to receive the merger consideration payable to them. PLEASE DO NOT SEND ANY CERTIFICATES NOW. TAT will send Limco stockholders written instructions on how to surrender Limco common stock certificates for TAT ordinary shares after the merger is completed.

TREATMENT OF LIMCO OPTIONS (Page 47)

All options to purchase Limco common stock unexercised at the effective time of the merger will automatically terminate upon the consummation of the merger. Unvested options will not vest as a result of the merger.

THE LIMCO SPECIAL MEETING (Page 32)

Date, Time & Place

The special meeting of Limco stockholders will be held at 10:00 a.m., Eastern Daylight Time, on July2, 2009, at the offices of Proskauer Rose LLP, 1585 Broadway, New York, New York 10036.

Matters to be Considered at the Limco Stockholders’ Meeting

The purposes of the Limco stockholders’ meeting are to vote upon a proposal to approve and adopt the merger agreement and to approve the merger.

Stockholders Entitled to Vote

You are entitled to notice of, and may vote at, the special meeting if you were the record holder of Limco’s common stock as of the close of business on June 8, 2009, the record date for the special meeting. As of the close of business on the record date, there were 13,205,000 shares of Limco’s common stock outstanding, held by two stockholders of record.

Quorum

A quorum of Limco stockholders is necessary to hold a valid meeting. A quorum will be present at the Limco special meeting if a majority of Limco’s outstanding shares of common stock entitled to vote at the special meeting are represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum.

6

Vote Required

The affirmative vote of the holders of a majority of shares of Limco common stock outstanding on the record date for the special meeting is required to approve and adopt the merger agreement and approve the merger. TAT holds 61.8% of the shares of Limco’s common stock outstanding and has advised the Limco Board of Directors that it intends to vote for approval and adoption of the merger. Accordingly, such approval and adoption is assured.

RECOMMENDATION OF THE LIMCO SPECIAL COMMITTEE AND THE LIMCO BOARD OF DIRECTORS (Page 38)

The Special Committee (which is comprised of directors unaffiliated with TAT) and the Limco Board of Directors unanimously recommend that Limco stockholders vote “FOR” approval and adoption of the merger agreement and approve the merger. The Special Committee and, based on the recommendation of the Special Committee, the Limco Board of Directors have unanimously determined that the merger and the transactions contemplated by the merger agreement are advisable and fair to, and in the best interests of, Limco and its public stockholders and have approved the merger agreement, the merger and the other transactions contemplated by the merger agreement.

LIMCO’S REASONS FOR THE MERGER (Page 36)

In making its determination, the Special Committee considered a wide variety of factors in connection with its evaluation of the merger. In light of the complexity of those factors, the Special Committee did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision.

OPINION OF LIMCO SPECIAL COMMITTEE’S FINANCIAL ADVISOR (Page 39)

In connection with the merger, the Special Committee received from its financial advisor, Oppenheimer & Co. Inc., referred to as Oppenheimer, a written opinion, dated April 3, 2009, as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Limco common stock (other than TAT, Merger Sub and their respective affiliates) of the .5 exchange ratio provided for in the merger agreement. The full text of Oppenheimer’s written opinion, dated April 3, 2009, which describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken, is attached to this proxy statement/prospectus as Annex II. Oppenheimer’s opinion was provided to the Special Committee in connection with its evaluation of the exchange ratio provided for in the merger agreement from a financial point of view and does not address any other aspect of the merger. Oppenheimer expressed no view as to, and its opinion does not address, the underlying business decision of Limco to proceed with or effect the merger or the relative merits of the merger as compared to any alternative business strategies that might exist for Limco or the effect of any other transaction in which Limco might engage. Oppenheimer’s opinion does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to any matters relating to the merger.

SHARE OWNERSHIP AFTER THE MERGER

Based on the number of shares of Limco common stock outstanding on May 31, 2009, TAT expects to issue approximately 2,520,372 ordinary shares of TAT at the effective time of the merger to Limco stockholders. Based on the number of shares of Limco common stock and TAT ordinary shares outstanding on May 31, 2009, immediately after the effective time of the merger, former Limco public stockholders will own TAT ordinary shares representing approximately 27.8% of the then-outstanding TAT ordinary shares.

At the close of business on May 31, 2009, TAT owned 8,164,256 shares of Limco common stock representing 61.8% of Limco common stock outstanding on such date.

INTERESTS OF LIMCO’S DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER (Page 38)

In considering the recommendation of the Special Committee and the Board of Directors of Limco, you should be aware that certain directors and executive officers of Limco have interests in the merger that are different from, or in addition to, your interests as a stockholder of Limco generally and may create potential conflicts of interest. The Special Committee and the Board of Directors of Limco were aware of these interests and considered them when they approved and adopted the merger agreement, and the merger contemplated thereby. Of the six members of Limco’s Board of Directors, three may be considered affiliates of TAT. Accordingly, the Board of Directors established the Special Committee consisting of three independent directors, to negotiate and evaluate the terms of the merger agreement and to evaluate the fairness of the merger to Limco’s public stockholders.

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TAT ORDINARY SHARES TRADED ON NASDAQ AND TASE; DELISTING AND DEREGISTRATION OF LIMCO COMMON STOCK

Limco common stock will continue to trade on the NASDAQ Global Market until the completion of the proposed merger. Following the completion of the proposed merger, Limco common stock will no longer be listed on the NASDAQ Global Market and will be deregistered under the Exchange Act. In the merger, holders of Limco common stock will receive ordinary shares of TAT which are publicly traded on the NASDAQ Capital Market under the symbol “TATTF” and the Tel Aviv Stock Exchange, or TASE, under the symbol “TAT Tech”. It is anticipated that immediately following closing, ordinary shares of TAT will commence trading on the NASDAQ Global Market.

CASH IN LIEU OF FRACTIONAL SHARES (Page 43)

No fractions of TAT ordinary shares will be issued as consideration in the merger and holders of Limco common stock who would otherwise be entitled to a fraction of a TAT ordinary share (after aggregating all fractional shares that otherwise would be received by such holder), shall be entitled to receive a cash payment in lieu thereof. The amount of cash received by such stockholder will be equal to an amount of cash (rounded to the nearest whole cent), without interest, equal to the product of (i) such fraction, multiplied by (ii) the volume weighted average price of one TAT ordinary share for the five most recent days that TAT ordinary shares have traded ending on the trading day immediately prior to the effective time, as reported on the NASDAQ Capital Market.

NO DISSENTERS’ APPRAISAL RIGHTS (Page 45)

Holders of Limco common stock will not have any appraisal rights under the Delaware General Corporation Law, or under Limco’s certificate of incorporation, in connection with the merger, and neither Limco nor TAT will independently provide holders of Limco common stock with any such rights.

CONDITIONS TO COMPLETION OF THE MERGER (Page 49)

A number of conditions must be satisfied or waived, if permissible under legal requirements, before the proposed merger can be completed. These include, among others:

·effectiveness of the registration statement on Form F-4; and

·adoption of the merger agreement by the stockholders of Limco.

For a more detailed description of this provision, see “THE MERGER AGREEMENT - CONDITIONS TO COMPLETION OF THE MERGER.”

REGULATORY FILINGS AND APPROVALS NECESSARY TO COMPLETE THE MERGER

In addition to the effectiveness of this registration statement, of which this proxy statement/prospectus is a part, and compliance with applicable provisions of Delaware and Israeli laws, the approval of the Tel-Aviv Stock Exchange (listing of additional shares) is required.  Such approval has been obtained.

DIRECTORS AND MANAGEMENT OF THE MERGED COMPANY AFTER THE MERGER

The directors and officers of TAT will remain the directors and officers of TAT following the merger until their successors are duly elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the articles of association of TAT and applicable law. The directors and officers of Limco following the merger will be determined prior to the effective time of the merger.

UNAVAILABILITY OF ALTERNATIVE TRANSACTION

Since TAT is Limco’s controlling stockholder, TAT has an absolute veto over any change of control transaction for Limco. TAT has advised the Special Committee that it will not approve any such transaction. Accordingly, no alternative transaction is possible.

TERMINATION The merger agreement may be terminated at any time, prior to the effective time of the merger (notwithstanding any approval by Limco’s stockholders) by mutual written consent of TAT and Limco, or as follows:

·by either TAT or Limco if, among other things, the merger has not been completed by September 30, 2009, or the adoption of the merger agreement by Limco’s stockholders has not been obtained, or any legal requirement or final and non-appealable injunction prohibits the consummation of the merger;

·by TAT if Limco breaches any of its representations, warranties, covenants or agreements, such that the applicable closing conditions for TAT to effect the merger as set forth in the merger agreement would not be satisfied and such breach is not cured (if curable) within 30 days of delivery of written notice by TAT to Limco

8

of Limco’s breach (so long as TAT is not itself in breach of the any of its representations, warranties, covenants or agreements so as to cause the applicable closing conditions for Limco to effect the merger as set forth in the merger agreement not to be satisfied); or

·by Limco if TAT breaches any of its representations, warranties, covenants or agreements, such that the applicable closing conditions for Limco to effect the merger as set forth in the merger agreement would not be satisfied and such breach is not cured (if curable) within 30 days of delivery of written notice by Limco to TAT of TAT’s breach (so long as Limco is not itself in breach of any of its representations, warranties, covenants or agreements so as to cause the applicable closing conditions for TAT to effect the merger as set forth in the merger agreement not to be satisfied).

For a more detailed description of these provisions see “THE MERGER AGREEMENT - TERMINATION.”

EXPENSES

Each party to the merger agreement will bear its own expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement whether or not the merger is completed.

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The merger has been structured to qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended. Assuming the merger so qualifies, you will not recognize gain or loss on the exchange of your Limco common stock for TAT ordinary shares, although gain or loss may be recognized upon the receipt of cash in lieu of fractional TAT ordinary shares. TAT and Limco cannot assure you that the Internal Revenue Service will agree with the treatment of the merger as a tax-free reorganization.

Tax matters are complicated, and the tax consequences of the merger to a particular stockholder will depend in part on such stockholder’s circumstances. Accordingly, we urge you to consult your own tax advisor for a full understanding of the tax consequences of the merger to you, including the applicability and effect of federal, state, local and foreign income and other tax laws.

For further information, please refer to “TAXATION - CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER.”

MATERIAL ISRAELI TAX CONSIDERATIONS

According to Israeli tax law, the merger may be viewed as a taxable event for Limco shareholders who are Israeli resident individuals or companies. Therefore, TAT may withhold tax from any Israeli resident shareholders of Limco that do not produce to TAT a valid withholding exemption certificate issued by the Israeli tax authorities and applying to the transactions. In cases where an Israeli resident Limco shareholder does not produce an exemption certificate, the consideration shares could be held back until the shareholder satisfies the abovementioned withholding obligations. In addition, Limco security holders who become TAT ordinary shareholders following the merger will be subject to Israeli tax law which generally exempts from Israeli capital gains tax gains derived by foreign residents holding shares of Israeli resident companies traded on a recognized stock exchange, such as the NASDAQ Capital Market, subject to certain conditions.

For further information, please refer to “MATERIAL ISRAELI TAX CONSIDERATIONS - TAXATION OF TAT SHAREHOLDERS.”

ACCOUNTING TREATMENT

In accordance with US GAAP, this transaction will be subject to the provisions of SFAS No. 160 “Noncontrolling Interest in Consolidated Financial Statements”, effective for TAT as of January 1, 2009 (SFAS 160). Under SFAS 160, noncontrolling interest in a subsidiary is part of the consolidated equity and transactions with noncontrolling interest holders, which do not involve a change in control of the parent company, are equity transaction (purchase method of accounting does not apply). As a result, the merger transaction shall be accounted for by TAT as an equity transaction within the shareholders’ equity.

COMPARATIVE RIGHTS OF TAT AND LIMCO SHAREHOLDERS

As a result of the merger, each of your shares of Limco common stock will be converted into the right to receive a fraction of a TAT ordinary share according to the exchange ratio. Because TAT is a corporation organized under the laws of Israel, there are material differences between the rights of Limco stockholders and the rights of holders of TAT ordinary shares. See “COMPARATIVE RIGHTS OF TAT AND LIMCO SHAREHOLDERS” and “DESCRIPTION OF TAT SHARE CAPITAL.”

9

EXCHANGE OF STOCK CERTIFICATES

After the completion of the merger TAT will send to each record holder of Limco common stock a letter of transmittal and exchange instructions for use in exchanging such stock for TAT ordinary shares and cash in lieu of fractional ordinary shares. You should not send in your Limco stock certificates before receiving this letter of transmittal.

VOTING RIGHTS

STOCKHOLDER OF RECORD: SHARES REGISTERED IN YOUR NAME. If on June 8, 2009 your shares of Limco common stock were registered directly in your name with Limco’s transfer agent, American Stock Transfer & Trust Company, then you are a stockholder of record for purposes of the special meeting. If you are a stockholder of record, you may vote in person at the special meeting or vote by proxy using the enclosed proxy card. Whether or not you plan to attend the special meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the special meeting and vote in person even if you have already voted by proxy. You may vote by proxy by signing, dating and returning your proxy card in the pre-addressed postage-paid envelope provided.

All shares entitled to vote and represented by properly completed proxies received prior to the Limco special meeting, and not revoked, will be voted at the Limco special meeting as instructed on the proxies.

IF YOU SIGN YOUR PROXY BUT DO NOT INDICATE HOW YOUR SHARES OF LIMCO COMMON STOCK SHOULD BE VOTED ON A MATTER, THE SHARES REPRESENTED BY YOUR PROPERLY COMPLETED PROXY WILL BE VOTED AS THE LIMCO BOARD OF DIRECTORS RECOMMENDS AND THEREFORE “FOR” THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE APPROVAL OF THE MERGER.

The method by which you vote by proxy will in no way limit your right to vote at the Limco special meeting if you later decide to attend the meeting in person.

BENEFICIAL OWNER: SHARES REGISTERED IN THE NAME OF A BROKER OR BANK. If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from Limco’s transfer agent. Simply complete and mail the proxy card in accordance with the voting instructions provided by your broker, bank or other agent, or follow the instructions for voting in any other manner as provided by your broker, bank or other agent to ensure that your vote is counted. To vote in person at the special meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker or bank to request a proxy form.

Your broker will vote your shares of Limco common stock only if you provide instructions on how to vote. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Without instructions, your shares of Limco common stock will be a broker “non-vote,” which will have the effect of a vote against the approval and adoption of the merger agreement and approval of the merger.

SOLICITATION OF PROXIES

The proxy accompanying this proxy statement/prospectus is solicited on behalf of the Limco Board of Directors for use at the Limco stockholders’ meeting.

Limco is soliciting the enclosed proxy on behalf of the Board of Directors, and will pay all costs of preparing, assembling and mailing the proxy materials. In addition to mailing out proxy materials, Limco’s directors and officers may solicit proxies by telephone or fax, without receiving any additional compensation for their services. Limco has requested brokers, banks and other fiduciaries to forward proxy materials to the beneficial owners of its stock.

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SELECTED SUMMARY HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA

The following tables present summary historical financial data, unaudited condensed consolidated pro forma financial information and comparative per share historical and pro forma data as well as market price and dividend data of TAT and Limco.

Financial Information

The extracts from the financial statements of, and other information about, TAT and Limco appearing in this proxy statement/prospectus are presented in U.S. dollars ($) and have been prepared in accordance with U.S. GAAP.

TAT SELECTED HISTORICAL FINANCIAL INFORMATION

TAT is providing the following financial information to assist you in your analysis of the financial aspects of the merger. The information is only a summary and should be read in conjunction with TAT’s historical consolidated financial statements and related notes included elsewhere herein.

TAT’s selected historical information is derived from the unaudited consolidated interim financial statements of TAT as of March 31, 2009 and for the three months ended March 31, 2009 and 2008 and from the audited consolidated financial statements of TAT as of December 31, 2008 and 2007 and for each of its fiscal years ended December 31, 2008, 2007 and 2006, which are included elsewhere in this proxy statement/prospectus, and have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The selected financial data for each of the years in the two-year period ended December 31, 2005 and at December 31, 2006, 2005, and 2004 are derived from other audited consolidated financial statements of TAT, which have been prepared in accordance with U.S. GAAP.

The selected unaudited financial data for Gedera as of March 31, 2009 and for the three months ended March 31, 2009 and 2008 and as of and for each of the years ended December 31, 2008, 2007, and 2006 represent the financial results of TAT’s operations in Gedera, Israel.

The selected unaudited financial data for Bental  as of March 31, 2009 and for the three months ended March 31, 2009 and 2008 and as of and for the years ended December 31, 2008 and 2007 which are not included elsewhere in this proxy statement/prospectus, have been prepared in accordance with U.S. GAAP. The selected unaudited financial data for Bental for the period from August 18, 2008 to December 31, 2008 represents the financial results of Bental’s operations for the period of time in which such operations have been incorporated in TAT’s consolidated financial statements and have been prepared in accordance with U.S. GAAP.

The historical results included below in this proxy statement/prospectus are not indicative of the future performance of TAT, Gedera or Bental. You should read the selected historical financial data together with the financial statements and “Operating and Financial Review and Prospects” included elsewhere in this proxy statement/prospectus.

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TAT Technologies Consolidated Statements of Income Data:

	Year Ended December 31,
	2008			2007			2006			2005			2004
	(audited) (in thousands, except per share data)
Revenues
Sale of products	$	31,724		$	18,928		$	18,512		$	17,537		$	19,138
Services and other	71,565			69,776			59,021			31,656			14,105
Total revenues	103,289			88,704			77,533			49,193			33,243
Cost of revenues
Sale of products	22,977			13,399			12,590			11,322			11,559
Services and other	57,586			51,808			45,049			24,270			10,607
Total cost of revenues	80,563			65,207			57,639			35,592			22,166
Gross profit	22,726			23,497			19,894			13,601			11,077
Operating expenses:
Research and development costs, net	—			—			—			72			125
Selling and marketing expenses	4,369			3,719			3,466			2,495			1,894
General and administrative expenses	12,407			10,995			6,710			5,138			3,793
Operating income	5,950			8,783			9,718			5,896			5,265
Financial income	2,677			1,707			721			251			233
Financial expenses	(1,503		)	(1,006		)	(1,185		)	(692		)	(146		)
Other income (expenses), net	(236		)	*26,478			59			210			54
Income from operations before income taxes	6,888			35,962			9,313			5,665			5,406
Income taxes	1,795			3,212			3,247			2,136			1,667
Share in results of affiliated company prior to its consolidation	674			—			—			—			—
Net income	5,767			32,750			6,066			3,529			3,739
Less: Net income attributable to noncontrolling interest	(1,499		)	(771		)	—			—			—
Net income attributable to controlling interest	$	4,268		$	31,979		$	6,066		$	3,529		$	3,739
Basic net income per share attributable to controlling interest	$	0.65		$	5.04		$	1.00		$	0.58		$	0.72
Diluted net income per share attributable to controlling interest	$	0.65		$	4.99		$	0.98		$	0.58		$	0.67
Weighted average number of shares used in computing basic net income per share	6,546			6,344			6,042			6,042			5,166
Weighted average number of shares used in computing diluted net income per share	6,566			6,408			6,163			6,087			5,564
Cash dividend per share	$	—		$	0.40		$	0.20		$	0.18		$	1.18

* Includes gain from Limco initial public offering of $26,375,000.

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	Three Months Ended March 31,
	2009			2008
	(unaudited) (in thousands, except per share data)
Revenues
Sale of products	$	10,422		$	5,123
Services and other	14,121			17,120
Total revenues	24,543			22,243
Cost of revenues
Sale of products	6,289			3,492
Services and other	11,533			12,930
Total cost of revenues	17,822			16,422
Gross profit	6,721			5,821
Operating expenses:
Research and development costs	165			—
Selling and marketing expenses	878			932
General and administrative expenses	2,943			2,907
Relocation expenses	284			—
Operating income	2,451			1,982
Financial income	510			526
Financial expenses	(806		)	(236		)
Other expenses	(209		)	—
Income from operations before income taxes	1,946			2,272
Income taxes	741			389
Net income	1,205			1,883
Less: Net income attributable to noncontrolling interest	(147		)	(384		)
Net income attributable to controlling interest	$	1,058		$	1,499
Basic net income per share attributable to controlling interest	$	0.16		$	0.23
Diluted net income per share attributable to controlling interest	$	0.16		$	0.23
Weighted average number of shares used in computing basic net income per share	6,553			6,543
Weighted average number of shares used in computing diluted net income per share	6,553			6,557
Cash dividend per share	$	0.55		$	—

TAT Technologies Consolidated Balance Sheet Data:

	As of March 31,		As of December 31,
	2009		2008		2007		2006		2005		2004
	(unaudited) (in thousands)		(audited) (in thousands)
Working capital	$	85,698	$	90,616	$	79,458	$	29,743	$	30,387	$	26,623
Total assets	131,053		135,930		113,407		66,237		60,565		41,207
Long-term liabilities, excluding current maturities	11,769		12,925		4,756		8,283		13,786		4,054
Equity:
Shareholders’ equity	$	72,541	$	76,077	$	72,793	$	39,720	$	34,861	$	32,526
Noncontrolling interest	$	27,766	$	28,700	$	24,481	$	—	$	—	$	—

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Gedera Statements of Income Data:

	Year Ended December 31,
	2008		2007		2006
	(unaudited, in thousands)
Revenues:
Revenues from external customers	$	22,019	$	18,995	$	18,555
Revenues from related parties	5,838		4,494		3,555
Total Revenues	27,857		23,489		22,110
Cost of revenues	21,140		17,891		16,271
Gross profit	6,717		5,598		5,839
Operating expenses:
Selling and marketing expenses	1,364		1,106		1,190
General and administrative expenses	4,156		3,540		2,336
Operating income	1,197		952		2,313
Financial income (expenses), net	110		538		6
Other income, net	—		* 26,478		59
Income from operations before income taxes	1,307		27,968		2,378
Income taxes	29		343		725
Net income	$	1,278	$	27,625	$	1,653

* Includes gain from Limco initial public offering of $26,375,000

	Three Months Ended March 31
	2009			2008
	(unaudited, in thousands)
Revenues:
Revenues from external customers	$	6,687		$	5,123
Revenues from related parties	993			1,356
Total Revenues	7,680			6,479
Cost of revenues	4,992			4,781
Gross profit	2,688			1,698
Operating expenses:
Research and development costs	94			—
Selling and marketing expenses	167			266
General and administrative expenses	653			788
Operating income	1,774			644
Financial income (expenses), net	(480		)	116
Other expenses	(209		)	—
Income from operations before income taxes	1,085			760
Income taxes	462			(188		)
Net income	$	623		$	948

Gedera Balance Sheet Data:

	As of March 31,		As of December 31,
	2009		2008		2007		2006
	(unaudited, in thousands)
Working capital	$	24,841	$	26,794	$	27,326	$	(22,823	)
Total assets	89,187		92,402		81,871		52,438
Long-term liabilities, excluding current maturities	9,639		10,924		4,175		7,676
Shareholders’ equity	$	72,541	$	76,077	$	72,793	$	39,720

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Bental Statements of Income Data:

						For the period
						from August 18,
						2008 through
	Year Ended December 31					December 31,
	2008 *		2007 *			2008 **
	(unaudited, in thousands)
Revenues***	$	32,152	$	16,345		$	9,758
Cost of revenues	22,132		11,549			7,845
Gross profit	10,020		4,796			1,913
Operating expenses:
Selling and marketing expenses	727		609			250
General and administrative expenses	1,566		1,076			713
Operating income	7,727		3,111			950
Financial income (expenses), net	56		(69		)	(27		)
Income from operations before income taxes	7,783		3,042			923
Income taxes (benefit)	1,671		798			(156		)
Net income	$	6,112	$	2,244		$	1,079

	Three Months Ended March 31
	2009 *		2008 *
	(unaudited, in thousands)
Revenues***	$	3,736	$	9,542
Cost of revenues	2,314		6,350
Gross profit	1,422		3,192
Operating expenses:
Research and development costs, net	71		—
Selling and marketing expenses	140		190
General and administrative expenses	295		347
Operating income	916		2,655
Financial income (expenses), net	33		61
Income from operations before income taxes	949		2,716
Income taxes (benefit)	194		747
Net income	$	755	$	1,969

Bental Balance Sheet Data:

	As of March 31,		As of December 31,
	2009*		2008*		2007*
	(unaudited, in thousands)
Working capital	$	5,840	$	9,019	$	3,481
Total assets	14,910		19,373		14,117
Long-term liabilities, excluding current maturities	1,139		1,166		520
Shareholders’ equity	$	7,734	$	10,889	$	4,694

* Based on Bental’s interim financial statements as of March 31, 2009 and for the three month periods ended March 31, 2009 and 2008, as well as on Bental’s financial statements for the year ended December 31, 2008 (including the effect of the purchase accounting results from the acquisition of Bental) and for the year ended December 31, 2007.

** Results for the period commencing on August 18, 2008 and ending on December 31, 2008 are consolidated in TAT financial statements.

*** A significant portion of Bental’s 2008 revenues were generated from one project. There can be no assurance that revenues from such project will continue to be generated at this pace.

15

LIMCO SELECTED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION

We are providing the following summary selected financial information to assist you in your analysis of the financial aspects of the merger.

Limco’s selected historical information is derived from the unaudited consolidated interim financial statements of Limco as of March 31, 2009 and for the three months ended March 31, 2009 and 2008 and from the audited consolidated financial statements of Limco as of December 31, 2008 and 2007 and for each of its fiscal years ended December 31, 2008 and 2007, which are included elsewhere in this proxy statement/prospectus, and have been prepared in accordance with U.S. GAAP. The selected financial data for each of the years in the three-year period ended December 31, 2006 and at December 31, 2006, 2005, and 2004 are derived from other audited consolidated financial statements of Limco, which have been prepared in accordance with U.S. GAAP.

The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Limco or the combined company, and you should read the selected historical financial data together with the audited consolidated financial statements and related notes and “Managements Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this proxy statement/prospectus.

Limco Statements of Income Data:

	Year Ended December 31,
	2008			2007			2006			2005			2004
	(audited) (in thousands, except per share data)
Revenues
MRO Services	$	54,276		$	49,392		$	43,824		$	27,601		$	13,874
Parts Services	17,289			20,384			15,197			4,055			231
Total revenues	71,565			69,776			59,021			31,656			14,105
Cost and operating expenses
MRO Services	43,664			35,205			32,214			21,458			10,353
Parts Services	13,922			16,603			12,835			2,812			162
Selling and marketing expenses	2,755			2,613			2,275			1,358			742
General and administrative expenses	7,118			6,981			3,896			2,568			1,442
Amortization of intangibles	326			474			477			237
Operating income	3,780			7,900			7,324			3,223			1,406
Other Income (expense)
Interest income	1,259			897			166			145			122
Loss on sale of investments	(236		)	—			—			—			—
Other income (expense)	(167		)	—			—			—			—
Interest expense	—			(732		)	(637		)	(357		)	—
Income from operations before income taxes	4,636			8,065			6,853			3,011			1,528
Income taxes	1,923			2,871			2,523			1,074			556
Net income	$	2,713		$	5,194		$	4,330		$	1,937		$	972
Basic net income per share	$	0.21		$	0.48		$	0.48		$	0.22		$	0.11
Diluted net income per share	$	0.21		$	0.47		$	0.48		$	0.22		$	0.11
Weighted average number of shares used in computing basic net income per share	13,205			10,934			9,000			9,000			9,000
Weighted average number of shares used in computing diluted net income per share	13,205			10,962			9,000			9,000			9,000

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	Three Months Ended March 31
	2009			2008
	(unaudited) (in thousands,except per share data)
Revenues
MRO Services	$	11,484		$	12,985
Parts Services	2,637			4,135
Total revenues	14,121			17,120
Cost and operating expenses
MRO Services	9,493			9,624
Parts Services	2,040			3,306
Selling and marketing expenses	571			666
General and administrative expenses	1,941			2,010
Relocation expense	284			—
Amortization of intangibles	54			109
Operating income (loss)	(262		)	1,405
Other Income (expense)
Interest income	151			293
Other income (expense)	—			(118		)
Income (loss) from operations before income taxes	(111		)	1,580
Income taxes	85			577
Net income (loss)	$	(196	)	$	1,003
Basic net income (loss) per share	$	(0.01	)	$	0.08
Diluted net income (loss) per share	$	(0.01	)	$	0.08
Weighted average number of shares used in computing basic net income (loss) per share	13,205			13,205
Weighted average number of shares used in computing diluted net income (loss) per share	13,205			13,207
Cash dividend per share	$	—		$	—

Limco Balance Sheet Data:

	As of March 31,		As of December 31,
	2009		2008		2007		2006		2005		2004
	(unaudited) (in thousands)		(audited) (in thousands)
Working capital	$	55,469	$	55,277	$	52,631	$	11,349	$	12,162	$	8,791
Total assets	76,122		76,946		72,703		38,012		33,742		14,081
Long-term liabilities, excluding current maturities	836		835		404		4,435		10,386		382
Shareholders’ equity	$	66,661	66,628		63,885		17,091		12,761		10,824

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TAT UNAUDITED CONDENSED CONSOLIDATED
PRO FORMA FINANCIAL INFORMATION

SELECTED UNADUITED PRO FORMA CONDENSED FINANCIAL DATA

The following selected financial data from the unaudited pro forma condensed statements of operations are based on the historical consolidated statements of operations of TAT giving effect to the proposed merger of TAT and Limco for the three months ended March 31, 2009 and for the year ended December 31, 2008, giving effect to the combination as if it occurred on January 1, 2009 and 2008, respectively, reflecting only pro forma adjustments expected to have a continuing impact on the combined results. The unaudited pro forma condensed balance sheet is based on the historical consolidated of TAT as of March 31, 2009, giving effect to the combination as if it occurred on March 31, 2009. TAT’s historical financial statements currently consolidate the financial statements of Limco.

These unaudited pro forma condensed financial statements are for illustrative purposes only. They do not purport to indicate the results that would have actually been obtained had the merger been completed on the assumed date or for the periods presented, or that may be realized in the future. The unaudited pro forma financial information assumes that, at the effective time of the Merger, (.5) ordinary shares of TAT common stock will be issued in exchange for approximately 1 ordinary shares held by Limco shareholders. The pro forma financial information has been prepared under the provisions of Statement of Financial Accounting Standards (SFAS) No. 160, Noncontrolling Interests in Consolidated Financial Statements. SFAS 160 requires companies to account for transactions between controlling and noncontrolling parties as an equity transaction. The pro forma financial information does not reflect these potential expenses and efficiencies. The unaudited pro forma condensed financial statements should be read in conjunction with “TAT’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Limco’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the historical consolidated financial statements, including related notes of TAT and Limco and the unaudited pro forma combined financial statements, covering these periods, included in this proxy statement/prospectus.

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TAT UNAUDITED PRO-FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

	For the Three Months ended March 31, 2009			For the year December 31,2008
	(in thousands, except share and per share information)
Revenues:
Sale of products	$	10,422		$	31,724
Services and other	14,121			71,565
	24,543			103,289
Cost of revenues:
Sale of products	6,289			22,977
Services and other	11,533			57,586
	17,822			80,563
Gross profit	6,721			22,726
Operating expenses:
Research and development costs	165			—
Selling and marketing expenses	878			4,369
General and administrative expenses	3,966			13,565
Relocation expenses	284			—
	5,293			17,934
Operating income	1,428			4,792
Financial income	510			2,677
Financial expenses	(806		)	(1,503		)
Other (expenses) income, net	(209		)	(236		)
Income before income taxes	923			5,730
Income taxes	945			1,999
(Loss) income after income taxes	(22		)	3,731
Share in result of affiliated company prior to its consolidation	—			674
Net (loss) income	(22		)	4,405
Less: Net income attributable to noncontrolling interest	(222		)	(463		)
Total net (loss) income attributable to controlling interest	$	(244	)	$	3,942
Basic net (loss) income per common share attributable to controlling interest	$	(0.027	)	$	0.435
Diluted net (loss) income per common share attributable to controlling interest	$	(0.027	)	$	0.434
Weighted average number of shares — basic	9,073,043			9,066,427
Weighted average number of shares — diluted	9,073,043			9,086,621

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TAT UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

	As of March 31, 2009
	(in thousands, except share information)
Total current assets	$	104,511
Total long-term assets	26,379
Total assets	$	130,889
Total current liabilities	$	19,727
Total long-term liabilities	11,715
Total liabilities	31,442
Equity:
Share capital - Ordinary shares of NIS 0.9 par value — Authorized: 10,000,000 shares; issued and outstanding: At March 31, 2009 - 6,552,671 issued shares, 6,548,021 outstanding shares and 9,073,043 issued proforma shares and 9,068,393 outstanding proforma shares	2,801
Additional paid-in capital	64,959
Treasury stock (at cost, 4,650 shares)	(26		)
Accumulated other comprehensive loss	(1,918		)
Retained earnings	31,312
Total shareholders’ equity	97,128
Noncontrolling interest	2,319
Total Equity	99,447
Total liabilities and equity	$	130,889

20

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

The information below reflects the historical net income (loss) and book value per share of Limco’s common stock and the historical net income and book value per ordinary share of TAT in comparison with the unaudited pro forma net income and book value per share after giving effect to the proposed merger of Limco and TAT accounted for as an equity transaction.

You should read the tables below in conjunction with the unaudited interim financial statements of Limco beginning on page V-1 of this proxy statement/prospectus, the unaudited interim financial statements of TAT beginning on page VI-1 of this proxy statement/prospectus, the audited financial statements of Limco beginning on page III-1 of this proxy statement/prospectus and audited financial statements of TAT commencing at page IV-1 of this proxy statement/prospectus and the related notes and the unaudited pro forma condensed financial information and notes related to such financial statements included elsewhere in this proxy statement/prospectus. The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have resulted if the merger had been completed as of the assumed dates or of the results that will be achieved in the future.

The selected unaudited pro forma condensed combined financial data as of and for the year ended December 31, 2008 and as of and for the three months ended March 31, 2009, is derived from the unaudited pro forma consolidated financial information beginning on page 129 of this proxy statement/prospectus and should be read in conjunction with that information. Please see the section entitled “Unaudited Pro Forma Condensed Financial Statements” beginning on page 129 of this proxy statement/prospectus.

LIMCO

	For the Three Months Ended March 31, 2009			For the Year Ended December 31, 2008
Historical Per Common Share Data:
Basic net income (loss) per share	$	(0.01	)	$	0.21
Diluted net income (loss) per share	(0.01		)	0.21
Book value per share	5.05			4.84

TAT

	For the Three Months Ended March 31, 2009		For the Year Ended December 31, 2008
Historical Per Common Share Data:
Basic net income per share	$	0.16	$	0.65
Diluted net income per share	0.16		0.65
Book value per share	11.07		11.61

TAT AND LIMCO

	For the Three Months Ended March 31, 2009		For the Year Ended December 31, 2008
Pro Forma Per Common Share Data:
Basic net income per share	$	0.17	$	0.44
Diluted net income per share	0.17		0.44
Book value per share	10.96		11.07

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SECURITIES MARKET PRICE INFORMATION

MARKET PRICE

TAT Ordinary Shares

TAT’s ordinary shares are listed on the NASDAQ Capital Market under the symbol “TATTF” and on the Tel Aviv Stock Exchange in Israel under symbol “TAT Tech”. On April 2, 2009, the last trading day prior to the public announcement of the merger, the closing price for the TAT ordinary shares was $5.13 per share on the NASDAQ Capital Market. On June 3, 2009, the most recent trading day practicable before the date of this proxy statement/prospectus, the closing price for the TAT ordinary shares was $7.15 per share on the NASDAQ Capital Market. It is anticipated that immediately following closing, ordinary shares of TAT will commence trading on the NASDAQ Global Market. As of May 31, 2009 there were 50 holders of record of TAT’s ordinary shares.

The following table sets forth, for the periods indicated, the high and low reported sales prices of TAT’s ordinary shares on the NASDAQ Capital Market.

	2009
	High		Low
First quarter	$	5.85	$	3.95
Second quarter (through June 3, 2009)	7.57		4.74

	2008
	High		Low
First quarter	$	12.24	$	6.61
Second quarter	8.60		4.95
Third quarter	7.37		4.76
Fourth quarter	7.01		3.62

	2007
	High		Low
First quarter	$	28.18	$	16.60
Second quarter	21.93		15.60
Third quarter	21.95		11.37
Fourth quarter	16.10		13.13

Limco Common Stock

Limco common stock is listed on the NASDAQ Global Market under the symbol “LIMC” and commenced trading on July 23, 2007. On April 2, 2009, the last trading day prior to the public announcement of the merger, the closing price for the Limco common stock was $2.29 per share on the NASDAQ Global Market. On June 3, 2009, the most recent trading day practicable before the date of this proxy statement /prospectus, the closing price for the Limco common stock was $2.96 per share on the NASDAQ Global Market. As of May 31, 2009, there were 2 holders of record of Limco’s common stock.

The following table sets forth, for the periods indicated, the high and low reported sales prices of Limco’s common stock on the NASDAQ Global Market.

	2009
	High		Low
First quarter	$	3.49	$	1.9
Second quarter (through June 3, 2009)	3.00		2.18

	2008
	High		Low
First quarter	$	12.61	$	5.15
Second quarter	6.90		4.25
Third quarter	5.09		3.72
Fourth quarter	4.50		2.50

	2007
	High		Low
Third quarter (commencing July 23, 2007)	$	13.88	$	11.10
Fourth quarter	15.90		11.50

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DIVIDEND POLICY

TAT

On April 8, 2009, TAT paid a cash dividend to its stockholders of approximately NIS2.29 per ordinary share (approximately $.55 per ordinary share). TAT’s Board of Directors has no present intention of paying additional cash dividends in the foreseeable future. The payment of additional dividends will be contingent upon TAT’s revenues and earnings, capital requirements and general financial condition.

The Israel Companies Law also restricts TAT’s ability to declare dividends. TAT can only distribute dividends from profits (as defined in the law), provided that there is no reasonable suspicion that the dividend distribution will prevent TAT from meeting its existing and future expected obligations as they come due.

Limco

Limco has not paid any dividends on its common stock to date and does not intend to pay dividends in the near future. It is Limco’s board of director’s current intention to retain all earnings, if any, for use in business operations and, accordingly, Limco’s Board of Directors does not anticipate declaring any dividends in the foreseeable future. The payment of dividends, if and when paid, will be within the discretion of Limco’s then Board of Directors and will be contingent upon Limco’s revenues and earnings, capital requirements and general financial condition.

RISK FACTORS

The proposed merger involves certain risks and uncertainties. You should carefully consider the risks and uncertainties described below. The risk factors relating to the business of TAT also include information relating to the business of Limco.

Because the market price of TAT ordinary shares may fluctuate, the value of TAT ordinary shares to be issued in the merger may fluctuate.

Upon completion of the merger, each share of Limco common stock will be converted into the right to receive five tenths (.5) of an ordinary share of TAT. There will be no adjustment to the exchange ratio for changes in the market price of either shares of Limco common stock or TAT ordinary shares. Accordingly, the market value of the TAT ordinary shares that holders of Limco common stock will be entitled to receive upon completion of the merger will depend on the market value of the TAT ordinary shares at the time of the completion of the merger and could vary significantly from the market value of TAT ordinary shares on the date of this document or the date of the Limco special meeting.

Such variations could be the result of changes in the business, operations or prospects of TAT, market assessments of the likelihood that the merger will be completed or the timing of the completion of the merger, general market and economic conditions and other factors both within and beyond the control of TAT. Because the completion of the merger will occur after the date of the Limco special meeting, Limco stockholders will not know at the time of the Limco special meeting the market value of the TAT ordinary shares they will receive upon completion of the merger.

Members of the Special Committee may be deemed to have potential conflicts of interest in recommending that you vote in favor of the approval and adoption of the merger agreement and approval of the merger.

Members of the Special Committee negotiated the terms of the merger agreement, unanimously approved the merger agreement and unanimously recommend that you vote in favor of the adoption of the merger agreement and approval of the merger. These directors may have interests in the merger that are different from, or in addition to, or in conflict with, yours. These interests include the possible election of one or more of such individuals as directors of TAT following the merger, and the indemnification of former Limco directors by the merged company. You should be aware of these interests when you consider the Special Committee’s recommendation that you vote in favor of the proposal to adopt the merger agreement and approve the merger.

23

The trading price of TAT ordinary shares may be affected by factors different from those affecting the price of Limco common stock.

Upon completion of the merger, holders of Limco common stock will become holders of TAT ordinary shares. The results of operations of the merged company, as well as the trading price of TAT ordinary shares after the merger, may be affected by factors different from those currently affecting Limco’s results of operations and the trading price of Limco common stock. See “INFORMATION ABOUT LIMCO” and “INFORMATION ABOUT TAT” elsewhere in this Proxy Statement/Prospectus.

TAT is a foreign private issuer under the rules and regulations of the SEC and, thus, is exempt from a number of rules under the Exchange Act and is permitted to file less information with the SEC than a company incorporated in the United States.

As a foreign private issuer under the Exchange Act, TAT is exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations. Moreover, TAT is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies with securities registered under the Exchange Act; and is not required to comply with Regulation FD, which imposes certain restrictions on the selective disclosure of material information. In addition, TAT’s officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of TAT ordinary shares. Accordingly, after the merger, if you continue to hold TAT ordinary shares, you may receive less information about the merged company than you currently receive about Limco, and be afforded less protection under the U.S. federal securities laws than you are currently afforded. If the merged company loses its status as a foreign private issuer, it will no longer be exempt from such rules and, among other things, will be required to file periodic reports and financial statements as if it were a company incorporated in the United States. The costs incurred in fulfilling these additional regulatory requirements could be substantial.

No Alternative Transaction is Possible.

Since TAT is Limco’s controlling stockholder, TAT has an absolute veto over any change of control transaction for Limco. TAT has advised Limco that it will not approve any such transaction. Accordingly, no alternative transaction is possible.

The aerospace industry is subject to significant government regulation and oversight, and TAT and its subsidiaries may have to incur significant additional costs to comply with these regulations.

The aerospace industry is highly regulated in the United States and in other countries. TAT and its subsidiaries must be certified or accepted by the FAA, the United States Department of Defense, the European Aviation Safety Agency, or EASA, and similar agencies in foreign countries and by individual original equipment manufacturers, or OEMs, in order to manufacture, sell and service parts used in aircraft. If any of the material certifications, authorizations or approvals of any of TAT or its subsidiaries are revoked or suspended, then the operations of TAT or its subsidiaries, as the case may be, will be significantly curtailed and TAT and its subsidiaries could be subjected to significant fines and penalties. In the future, new and more demanding government regulations may be adopted or industry oversight may be increased. TAT and its subsidiaries may have to incur significant additional costs to achieve compliance with new regulations or to reacquire a revoked or suspended license or approval, which could reduce their profitability.

TAT competes with a number of established companies in all aspects of TAT’s business, many of which have significantly greater resources or capabilities than TAT does.

For the OEM of heat transfer components, TAT’s major competitors are other OEMs who manufacture heat transfer components, including the Hughes-Treitler division of Ametek Inc., Lytron Inc., Hamilton Sundstrand Corporation and Honeywell International Inc. Some of TAT’s competitors are far larger, have substantially greater resources, including technical, financial, research and development, marketing and distribution capabilities than TAT has, and enjoy greater market recognition. These competitors may be able to achieve greater economies of scale and may be less vulnerable to price competition than TAT. TAT may not be able to offer its products as part of integrated systems to the same extent as its competitors or successfully develop or introduce new products that are more cost effective or offer better performance than those of its competitors. Failure to do so could adversely affect TAT’s business, financial condition and results of operations.

A number of TAT’s competitors have inherent competitive advantages. For example, TAT competes with the service divisions of large OEMs that in some cases have design authority with respect to their OEM products and are able to derive significant brand recognition from their OEM manufacturing activities. TAT also competes with the in-house service

24

divisions of large commercial airlines, and there is a strong incentive for an airline to fully-utilize the services of its maintenance employees and facilities.

For the OEM of electric motion systems, TAT’s major competitors are mainly large companies that provide standard products and companies that provide special customized solutions. As the providers of the systems usually tend to prefer local manufacturers for the purchase of the components, penetrating markets outside of Israel requires high levels of product innovation.

Further, TAT’s competitors may have additional competitive advantages, such as:

·the ability to adapt more quickly to changes in customer requirements and industry conditions or trends;

·greater access to capital;

·stronger relationships with customers and suppliers;

·greater name recognition; and

·access to superior technology and marketing resources.

If TAT is unable to overcome these competitive disadvantages, then TAT’s business, financial condition and results of operations would be adversely affected.

TAT derives a substantial part of its revenues from several major customers. If TAT loses any of these customers or they reduce the amount of business they do with TAT, TAT’s revenues may be seriously affected.

Five customers accounted for approximately 23% and 20% of TAT’s revenues for the three months ended March 31, 2009 and 2008, respectively. Five customers accounted for approximately 25.0%, 22.0% and 23.0% of TAT’s revenues for the years ended December 31, 2008, 2007 and 2006, respectively. TAT’s major customers may not maintain the same volume of business with TAT in the future. If TAT loses any of these customers or they reduce the amount of business they do with TAT, TAT’s revenues may be seriously affected.

A substantial part of the revenues of TAT and its subsidiaries are from contracts with the U.S. and Israeli governments and is subject to special risks. A loss of all, or a major portion, of the revenues of TAT or any of its subsidiaries from government contracts could have a material adverse effect on TAT’s operations.

A substantial portion of the revenues of TAT and its subsidiaries are from contracts with the U.S. and Israeli governments. Sales to the U.S. and Israeli governments accounted for approximately 3.8% and 0.7% of TAT’s revenues for the three months ended March 31, 2009 and 2.6% and 0.6% of TAT’s revenues for the three months ended March 31, 2008. Sales to the U.S. and Israeli governments accounted for approximately 5.0% and 0.6% of TAT’s revenues on a consolidated basis for the year ended December 31, 2008, 4.4% and 1.1% of TAT’s revenues for the year ended December 31, 2007 and 4.0% and 1.1% of TAT’s revenues for the year ended December 31, 2006, respectively.

Business with the U.S. and Israeli governments, as well as with the governments of other countries, is subject to risks which are not as relevant in business with private parties. These risks include the ability of the governmental authorities to unilaterally:

·suspend TAT or any of its subsidiaries from receiving new contracts pending resolution of alleged violations of procurement laws or regulations;

·terminate existing contracts, with or without cause, at any time;

·reduce the value of existing contracts;

·audit the contract-related costs and fees of TAT and its subsidiaries, including allocated indirect costs; and

·control or potentially prohibit the export of the products of TAT and its subsidiaries.

A decision by a governmental authority to take any or all of the actions listed above could materially reduce the sales and profitability of TAT and its subsidiaries. Most of the U.S. Government contracts of TAT and its subsidiaries can be terminated by the U.S. Government either for its convenience or if TAT or any of its subsidiaries defaults by failing to perform under the contract. Termination for convenience provisions provide only for the recovery of costs incurred or committed, settlement expenses and profit on the work completed by TAT and its subsidiaries prior to termination.

Declines in military budgets may result in reduced demand for the products and manufacturing services of TAT and its subsidiaries. Any decline could result in reduction in the core business revenues of TAT and its