According to a new 13D filing with the Securities and Exchange Commission, Internet Gold Golden Lines Ltd currently owns 19.37 million shares of B Communications Ltd (NASDAQ:BCOM). The position represents 64.78% of the company’s outstanding stock. The nature of the filing suggests that Internet Gold Golden Lines owns an activist position, which allows the shareholder to get involved in the company’s activity and to discuss some company-related issues with the company’s board of directors and management.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Internet Gold-Golden Lines Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Not applicable. | 0 | 19,363,396 | 0 | 19,363,396 | 19,363,396 | 64.78% |
| Eurocom Communications Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Not applicable. | 0 | 19,363,396 | 0 | 19,363,396 | 19,363,396 | 64.78% |
| Shaul Elovitch I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Not applicable. | 0 | 19,363,396 | 0 | 19,363,396 | 19,363,396 | 64.78% |
Page 1 of 7 SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 8*
Under the Securities Exchange Act of 1934
B Communications
Ltd.
(Name of Issuer)
Ordinary
Shares, par value NIS 0.1 per share
(Title
of Class of Securities)
M15629
10 4
(CUSIP
Number)
Steven
J. Glusband
Carter
Ledyard & Milburn LLP
2
Wall Street, New York, New York 10005
| (212) 732-3200 | ||
| (Name, Address and Telephone Number of Person Authorized | ||
| to Receive Notices and Communications) |
January
14, 2016
(Date of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §
240.13d-7 for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
Page 2 of 7 SEC Filing
CUSIP
No. M15629 10 4
| 1 | NAME I.R.S. |
| 2 | CHECK | (a) ☒ |
| (b) ☐ |
| 3 | SEC
|
| 4 | SOURCE
|
| 5 | CHECK
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: Israel |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
|
| 8 | SHARED VOTING POWER: 19,363,396 Ordinary Shares*
| |
| 9 | SOLE DISPOSITIVE POWER: -0- Ordinary Shares
| |
| 10 | SHARED |
| 11 | AGGREGATE
|
| 12 | CHECK
|
| 13 | PERCENT
|
| 14 | TYPE OF REPORTING PERSON: CO |
| * | Internet Gold holds of record 19,363,396 ordinary shares of the Issuer. Eurocom Communications Ltd., or Eurocom Communications, is the controlling shareholder of Internet Gold. |
Eurocom
Communications is 99.33% owned by Eurocom Holdings (1979) Ltd., or Eurocom Holdings. Mr. Shaul Elovitch and his brother, Mr. Yossef
Elovitch, own 80% and 20%, respectively, of Eurocom Holdings (Mr. Shaul Elovitch and Mr. Yossef Elovitch own 75% and 25%, respectively,
of Eurocom Holdings’ management shares). The remaining 0.67% interest in Eurocom Communications is directly owned by Mr.
Shaul Elovitch. Accordingly, Mr. Shaul Elovitch may be deemed to have the sole voting and dispositive power as to the ordinary
shares of the Issuer held of record directly by Internet Gold. Mr. Shaul Elovitch may also be deemed to be the beneficial holder
of 3,177 ordinary shares of the Issuer held of record by his wife Mrs. Iris Elovitch and 26,893 ordinary shares of Internet Gold
held of record by Mrs. Iris Elovitch. In addition, Or Elovitch, a director of the issuer, and the son of Shaul Elovitch, holds
5,225 shares of the issuer. In addition, 8,300 shares of Internet Gold are held by other family members of Mr. Shaul Elovitch.
| ** | Based on 29,889,045 ordinary shares issued and outstanding as disclosed in the proxy statement on Form 6-K of the Issuer dated May 11, 2015 (which excludes 19,230 shares held as treasury stock). |
| 2 |
Page 3 of 7 SEC Filing
CUSIP
No. M15629 10 4
| 1 | NAME I.R.S. |
| 2 | CHECK | (a) ☒ |
| (b) ☐ |
| 3 | SEC
|
| 4 | SOURCE
|
| 5 | CHECK
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: Israel |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
|
| 8 | SHARED VOTING POWER: 19,363,396 Ordinary Shares*
| |
| 9 | SOLE DISPOSITIVE POWER: -0- Ordinary Shares
| |
| 10 | SHARED |
| 11 | AGGREGATE
|
| 12 | CHECK
|
| 13 | PERCENT
|
| 14 | TYPE OF REPORTING PERSON: CO |
| * | Internet Gold holds of record 19,363,396 ordinary shares of the Issuer. Eurocom Communications Ltd., or Eurocom Communications, is the controlling shareholder of Internet Gold. |
Eurocom
Communications is 99.33% owned by Eurocom Holdings (1979) Ltd., or Eurocom Holdings. Mr. Shaul Elovitch and his brother, Mr. Yossef
Elovitch, own 80% and 20%, respectively, of Eurocom Holdings (Mr. Shaul Elovitch and Mr. Yossef Elovitch own 75% and 25%, respectively,
of Eurocom Holdings’ management shares). The remaining 0.67% interest in Eurocom Communications is directly owned by Mr.
Shaul Elovitch. Accordingly, Mr. Shaul Elovitch may be deemed to have the sole voting and dispositive power as to the ordinary
shares of the Issuer held of record directly by Internet Gold. Mr. Shaul Elovitch may also be deemed to be the beneficial holder
of 3,177 ordinary shares of the Issuer held of record by his wife Mrs. Iris Elovitch and 26,893 ordinary shares of Internet Gold
held of record by Mrs. Iris Elovitch. In addition, Or Elovitch, a director of the issuer, and the son of Shaul Elovitch, holds
5,225 shares of the issuer. In addition, 8,300 shares of Internet Gold are held by other family members of Mr. Shaul Elovitch.
| ** | Based on 29,889,045 ordinary shares issued and outstanding as disclosed in the proxy statement on Form 6-K of the Issuer dated May 11, 2015 (which excludes 19,230 shares held as treasury stock). |
| 3 |
Page 4 of 7 SEC Filing
CUSIP No. M15629 10 4
| 1 | NAME I.R.S. |
| 2 | CHECK | (a) ☒ |
| (b) ☐ |
| 3 | SEC
|
| 4 | SOURCE
|
| 5 | CHECK
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: Israel |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
|
| 8 | SHARED VOTING POWER: 19,366,573 Ordinary Shares*
| |
| 9 | SOLE DISPOSITIVE POWER: -0- Ordinary Shares
| |
| 10 | SHARED |
| 11 | AGGREGATE
|
| 12 | CHECK
|
| 13 | PERCENT
|
| 14 | TYPE OF REPORTING PERSON: CO |
| * | Internet Gold holds of record 19,363,396 ordinary shares of the Issuer. Eurocom Communications Ltd., or Eurocom Communications, is the controlling shareholder of Internet Gold. |
Eurocom
Communications is 99.33% owned by Eurocom Holdings (1979) Ltd., or Eurocom Holdings. Mr. Shaul Elovitch and his brother, Mr. Yossef
Elovitch, own 80% and 20%, respectively, of Eurocom Holdings (Mr. Shaul Elovitch and Mr. Yossef Elovitch own 75% and 25%, respectively,
of Eurocom Holdings’ management shares). The remaining 0.67% interest in Eurocom Communications is directly owned by Mr.
Shaul Elovitch. Accordingly, Mr. Shaul Elovitch may be deemed to have the sole voting and dispositive power as to the ordinary
shares of the Issuer held of record directly by Internet Gold. Mr. Shaul Elovitch may also be deemed to be the beneficial holder
of 3,177 ordinary shares of the Issuer held of record by his wife Mrs. Iris Elovitch and 26,893 ordinary shares of Internet Gold
held of record by Mrs. Iris Elovitch. In addition, Or Elovitch, a director of the issuer, and the son of Shaul Elovitch, holds
5,225 shares of the issuer. In addition, 8,300 shares of Internet Gold are held by other family members of Mr. Shaul Elovitch.
| ** | Based on 29,889,045 ordinary shares issued and outstanding as disclosed in the proxy statement on Form 6-K of the Issuer dated May 11, 2015 (which excludes 19,230 shares held as treasury stock). |
| 4 |
Page 5 of 7 SEC Filing
| Item 1. | Security and Issuer. |
This
Amendment No. 8 (the “Amendment”) is filed by Internet Gold-Golden Lines Ltd. (“Internet Gold”),
Eurocom Communications Ltd. (“Eurocom Communications”) and Mr. Shaul Elovitch (collectively, the “Reporting
Persons”), pursuant to Rule 13d-2 of the Securities Exchange Act of 1934 and amends Items 3, 4 and 5 of the initial
Statement on Schedule 13D filed by the Reporting Persons on August 11, 2009, as amended by Amendment No. 1 to the Initial Statement
on Schedule 13D filed on March 29, 2010, Amendment No. 2 to the Initial Statement on Schedule 13D filed on May 13, 2010, Amendment
No. 3 to the Initial Statement on Schedule 13D filed on June 3, 2011, Amendment No. 4 to the Initial Statement on Schedule 13D
filed on August 16, 2011, Amendment No. 5 to the Initial Statement on Schedule 13D filed on January 18, 2012, Amendment No. 6
to the Initial Statement on Schedule 13D filed on June 27, 2013 and Amendment No. 7 to the Initial Statement of Schedule 13D filed
on June 5, 2014 (the initial Schedule 13D, and Amendments No. 1, No. 2, No. 3, No. 4, No. 5, No. 6 and No. 7 together, the “Statement”).
The Statement relates to the Ordinary Shares, par value NIS 0.1 per share (the “Ordinary Shares”), of B Communications
Ltd. (the “Issuer”), an Israeli company whose principal executive offices are located at 2 Dov Friedman Street,
Ramat Gan 5250301, Israel.
| Item 3. | Source and Amount of Funds or Other Consideration. |
ITEM
3 OF THE STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
Since
the most recent filing of Schedule 13D, Internet Gold purchased 15,000 Ordinary Shares and then sold 575,000 Ordinary Shares in
Israel.
| Item 4. | Purpose of Transaction. |
ITEM
4 OF THE STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
The
Reporting Persons consummated the transactions described herein on June 17, 2014 and January 13, 2016.
The
Reporting Persons intend to review continuously their position in the Issuer. Depending upon future evaluations of the business
prospects of the Issuer and upon other developments, including, but not limited to, general economic and business conditions and
stock market conditions, the Reporting Persons may retain or from time to time increase their holdings or dispose of all or a
portion of their holdings, subject to any applicable legal and contractual restrictions on their ability to do so.
The
Reporting Persons do not currently have any plan or proposal, which relates to or would result in:
(a)
the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer other than
purchases in the normal course of business by Internet Gold;
(b)
an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries;
(c)
a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of the Issuer, including any plan or proposal to change the number
or term of directors or to fill any existing vacancies on the board;
(e)
any material change in the present capitalization or dividend policy of the Issuer;
| 5 |
Page 6 of 7 SEC Filing
(f)
any other material change in the Issuer’s business or corporate structure;
(g)
changes in the Issuer’s charter or by-laws or other actions which may impede the acquisition of control of the Issuer by any person;
(h)
a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association;
(i)
a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j)
any action similar to any of those enumerated above.
| Item 5. | Interest in Securities of the Issuer. |
ITEM
5 OF THE STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
(a)
Internet Gold is the beneficial owner of 19,363,396 Ordinary Shares of the Issuer that are directly held by it, which constitute
approximately 64.78% of the issued and outstanding Ordinary Shares of the Issuer.
In
addition, Mr. Shaul Elovitch may be deemed to be the beneficial holder of 3,177 Ordinary Shares of the Issuer held of record by
Mrs. Iris Elovitch, which constitute approximately 0.01% of the issued and outstanding Ordinary Shares of the Issuer.
Therefore,
Internet Gold and Mr. Shaul Elovitch are the beneficial owners of 19,366,573 Ordinary Shares of the Issuer, which constitute approximately
64.79% of the issued and outstanding Ordinary Shares of the Issuer, of which 19,363,396 Ordinary Shares are held of record by
Internet Gold.
The
foregoing percentages are based on 29,889,045 issued and outstanding Ordinary Shares as disclosed in the proxy statement of the
Issuer on Form 6-K dated May 11, 2015 (which excludes 19,230 shares held as treasury stock).
(b)
The Reporting Persons have shared power to dispose or direct the disposition of 19,363,396 Ordinary Shares of the Issuer held
of record by Internet Gold.
Mr.
Shaul Elovitch and Mrs. Iris Elovitch have shared power to dispose or direct the disposition of 3,177 Ordinary Shares of the Issuer
held of record by Mrs. Iris Elovitch.
(c)
The following table sets forth all of the transactions in the Ordinary Shares of the Issuer effected by the Internet Gold
since the most recent filing of Schedule 13D.
| Date of Transaction | Number of Ordinary Shares Purchased/Sold on the Tel Aviv Stock Exchange | Price per share | ||
| June 17, 2014 | Purchased 15,000 | NIS 63.20 | ||
| January 13, 2016 | Sold 575,000 | NIS 97.00 |
Except
for such transactions, the Reporting Persons have not effected any transactions in the Ordinary Shares of the Issuer since the
filing of Amendment No. 7.
(d)
No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares reported above in this Item 5, other than as described in the Statement.
(e)
Not applicable.
| Item 7. | Exhibits. |
None.
| 6 |
Page 7 of 7 SEC Filing
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is
true, complete and correct.
Date:
January 14, 2016
| /s/ Shaul Elovitch | |
| Mr. Shaul Elovitch | |
| /s/ Shaul Elovitch | |
| Eurocom Communications Ltd. | |
| By: Shaul Elovitch | |
| Title: Chairman of the Board of Directors | |
| /s/ Shaul Elovitch | |
| Internet Gold – Golden Lines Ltd. | |
| By: Shaul Elovitch | |
| Title: Chairman of the Board of Directors |
7
