B Communication — Regulatory Filings 2011

Jan 24, 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 January 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 x Form 40-F o

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): o

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): o

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 o No x

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.

B COMMUNICATIONS LTD.

The following exhibit is attached:

99.1 Immediate Report of Bezeq - The Israel Telecommunication Corp. Ltd., or Bezeq, a controlled subsidiary of the Registrant, filed with the Israel Securities Authority and the Tel Aviv Stock Exchange, with respect to Bezeq's general meeting approval for a distribution to shareholders of Bezeq in the total amount of NIS 3 billion. The resolution is subject to the approval of the Court.

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: January 24, 2011

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION 99.1 Immediate Report of Bezeq - The Israel Telecommunication Corp. Ltd., or Bezeq, a controlled subsidiary of the Registrant, filed with the Israel Securities Authority and the Tel Aviv Stock Exchange, with respect to Bezeq's general meeting approval for a distribution to shareholders of Bezeq in the total amount of NIS 3 billion. The resolution is subject to the approval of the Court.

EXHIBIT 99.1

Bezeq The Israel Telecommunication Corp. Limited

To: The Tel Aviv Stock Exchange

To: The Israeli Securities Authority

Tel Aviv, Israel - January 24, 2011 – Bezeq The Israel Telecommunication Corp., Limited (TASE: BEZQ), Israel’s leading telecommunications provider, announced that the General Meeting of The Company has approved today, following the previous Board resolution in this matter, a distribution to shareholders of the Company in the total amount of NIS 3 billion ("the Planned Distribution"), a sum not in compliance with the "earnings test" as defined in Section 302 of the Companies Law, 5759-1999 ("the Companies Law"), and to do so on the principles and terms below and subject to the approval of the Court for the Planned Distribution. An appropriate application to the Court will be filed immediately following this approval of the general meeting of shareholders.

Subject to the approval of the Court, the amount of the Planned Distribution will be distributed to the Company's shareholders in six equal, semi-annual payments during 2011-2013 (without any interest or CPI-linkage payments), as follows:

• The first distribution of NIS 0.5 billion, will be made by the end of May 2011, and to the extent possible together with the regular dividend distribution expected according to the Company's financial statements as of December 31, 2010;

• The second distribution of NIS 0.5 billion will be made by the end of November 2011, and to the extent possible together with the regular dividend distribution expected according to the Company's financial statements as of June 30, 2011;

• The third distribution of NIS 0.5 billion will be made by the end of May 2012, and to the extent possible together with the regular dividend distribution expected according to the Company's financial statements as of December 31, 2011;

• The fourth distribution of NIS 0.5 billion will be made by the end of November 2012, and to the extent possible together with the regular dividend distribution expected according to the Company's financial statements as of June 30, 2012;

• The fifth distribution of NIS 0.5 billion will be made by the end of May 2013, and to the extent possible together with the regular dividend distribution expected according to the Company's financial statements as of December 31, 2012;

• The sixth distribution of NIS 0.5 billion will be made by the end of November 2013, and to the extent possible together with the regular dividend distribution expected according to the Company's financial statements as of June 30, 2013.