B Communication — Regulatory Filings 2011

Sep 20, 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 September 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 exhibits are attached:

• 99.1 B Communications Ltd. announces that its controlled subsidiary, Bezeq - The Israel Telecommunication Corp. Ltd. (“Bezeq”), received a notice from its subsidiary, Bezeq International Ltd., on September 15, 2011, that an appeal was filed on September 4, 2011 with the Supreme Court relating to a ruling of The Jerusalem District Court dismissing a claim and a motion to certify the claim as a class action.

• 99.2 Form of Immediate Report of Bezeq, a controlled subsidiary of the Registrant, filed with the Israel Securities Authority and the Tel Aviv Stock Exchange, with respect to a decision of the Tel Aviv District Court pertaining to the distribution of Bezeq’s special and regular dividends, dated September 19, 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/Eli Holtzman Eli Holtzman Chief Executive Officer

Date: September 19, 2011

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EXHIBIT INDEX

EXHIBIT NO.

99.1

• 99.2

DESCRIPTION

B Communications Ltd. announces that its controlled subsidiary, Bezeq - The Israel Telecommunication Corp. Ltd. (“Bezeq”), received a notice from its subsidiary, Bezeq International Ltd., on September 15, 2011, that an appeal was filed on September 4, 2011, with the Supreme Court relating to a ruling of The Jerusalem District Court dismissing a claim and a motion to certify the claim as a class action.

Form of Immediate Report of Bezeq, a controlled subsidiary of the Registrant, filed with the Israel Securities Authority and the Tel Aviv Stock Exchange, with respect to a decision of the Tel Aviv District Court pertaining to the distribution of Bezeq’s special and regular dividends, dated September 19, 2011.

6859169.1

EXHIBIT 99.1

Ramat Gan, Israel, September 19, 2011 - B Communications Ltd. (NASDAQ: BCOM) reports that on September 15, 2011, its controlled subsidiary, Bezeq - The Israel Telecommunication Corp. Ltd. (“Bezeq”), received a notice from its subsidiary, Bezeq International Ltd., that an appeal was filed on September 4, 2011 with the Supreme Court relating to a ruling of The Jerusalem District Court dismissing a claim and a motion to certify the claim as a class action.

The claim, which was filed against Bezeq International in 2009, involves the assertion that Bezeq International unlawfully raised its internet access rates after the first year of activity and that charges were issued for unordered services. The class action claim amount was estimated by the Plaintiff at approximately NIS 217 million.

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EXHIBIT 99.2

September 19, 2011

Immediate Report

To: The Tel Aviv Stock Exchange The Israeli Securities Authority

Further to the update of section 1.4.3 in the Update of the Corporation's Business in the Company's financial statements for the period ended June 30, 2011, we hereby report that in the hearing today in the Tel Aviv District Court, the parties agreed to accept the position of the Court that the approval of the Court for a distribution in accordance with the provisions of Section 303 of the Companies Law, does not derogate in any way from the statutory duties of the officers of the Company.

The Court decided that the above agreement renders superfluous the need for a hearing of the other issues raised in the applications filed in the Court. The Court noted that this does not prevent a creditor who can claim a material change for the worse in the repayment ability of the Company, from applying to the Court.

The Company clarifies that this decision does not change continued payments of the special dividend or the regular dividend policy of the Company, nor is a renewed application to the Court required before making any payment.

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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