B Communication — Regulatory Filings 2011

Oct 18, 2011

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

F O R M 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2011

B COMMUNICATIONS LTD.

(Name of Registrant)

2 Dov Friedman Street, Ramat Gan 52503, Israel

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  Form 40-F 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  No 

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________

This Form 6-K is being incorporated by reference into the Registrant’s Form S-8 Registration Statement File No. 333-150173.

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B COMMUNICATIONS LTD.

The following exhibit is attached:

• 99.1 Form of Immediate Report of Bezeq - The Israel Telecommunication Corp. Ltd. (“Bezeq”), a controlled subsidiary of the Registrant, filed with the Israel Securities Authority and the Tel Aviv Stock Exchange, with respect to a Notice of the Israel Antitrust Authority, dated October 12, 2011.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

B COMMUNICATIONS LTD. (Registrant)

By /s/Doron Turgeman Doron Turgeman Chief Executive Officer

Date: October 17, 2011

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EXHIBIT INDEX

EXHIBIT NO.

99.1

DESCRIPTION

Form of Immediate Report of Bezeq - The Israel Telecommunication Corp. Ltd. (“Bezeq”), a controlled subsidiary of the Registrant, filed with the Israel Securities Authority and the Tel Aviv Stock Exchange, with respect to a Notice of the Israel Antitrust Authority, dated October 12, 2011.

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EXHIBIT 99.1

October 12, 2011

– Immediate Report Notice of the Israel Antitrust Authority

To: The Tel Aviv Stock Exchange The Israeli Securities Authority

On October 11, 2011 Bezeq ‐ The Israel Telecommunication Corp., Ltd. (the “Company”) received a notice from the Israel Antitrust Authority that the Authority General Director ("the General Director") is considering a determination, in accordance with his authority under Section 43(A)(5) of the Israeli Antitrust Law, 5748‐1988 (the “Law") that violated the provisions of Section 29A of the Law. The notice specifies that the General Director is considering whether:

• "A. The Company refused to provide transmission services using the provision of telephony and internet services (domestic operator) to Cellcom Israel Ltd. ("Cellcom") and Partner Communication Ltd. ("Partner");

• B. The Company's refusal is based on its position according to which it is neither obligated nor interested in providing these services to its competitors;

• C. The Company sells such transmission services to other customers and in addition sells transmission services for the provision of cellular telephone services to Cellcom and Partner; and

• D. In this refusal the Company is abusing its status contrary to Section 29A of the Law."

The notice further indicates that before the General Director makes his decision, the Company will be given the opportunity, until November 27, 2011, to submit its position before the General Director. The Company believes it acted in accordance with the law and it intends to exercise its hearing right.

It is noted that as described in Section 2.6.3 of the 2010 annual report, as of October 2010 the Company has been providing transmission services to competing communication operators.

The above information constitutes a translation of the Immediate Report published by the Company. The Hebrew version was submitted by the Company to the relevant authorities pursuant to Israeli law, and represents the binding version and the only one having legal effect. This translation was prepared for convenience purposes only.

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