B Communication — Legal Proceedings Report 2012

Sep 12, 2012

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 2012

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.

7060703.1

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 Class Action against Bezeq.

• 99.2 Form of the 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 the Tel Aviv District Court’s approval of the withdrawal of a claim and motion to certify the claim as a class action, which was filed against Bezeq’s subsidiary, Pelephone Communications Ltd. in June 2012.

7060703.1

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: September 12, 2012

7060703.1

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

• 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 Class Action against Bezeq, dated September 12, 2012.

• 99.2

Form of the 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 the Tel Aviv District Court’s approval of the withdrawal of a claim and motion to certify the claim as a class action, which was filed against Bezeq’s subsidiary, Pelephone Communications Ltd. in June 2012.

7060703.1

EXHIBIT 99.1

September 12, 2012

Bezeq - The Israel Telecommunication Corp. Ltd. (the “Company”)

– Immediate Report Class Action Against the Company

To: The Tel Aviv Stock Exchange The Israeli Securities Authority

On September 12, 2012, Bezeq - The Israel Telecommunication Corp., Ltd. (the “Company”) received a claim and a motion to certify the claim as a class action, which was filed against the Company with the Tel-Aviv District Court.

The plaintiff claims that the Company does not send calling details with the phone bill as required by the instructions of the Ministry of Communications and the Company’s license.

The aggregate amount sought by the claim is NIS 154 million.

A similar allegation was made in another motion to certify a class action filed against the Company with the Tel-Aviv District Court in April 2011.

The Company is studying the claim and is unable, at the present stage, to evaluate the claim's likelihood of success.

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.

7060703.1

EXHIBIT 99.2

September 12, 2012

Bezeq - The Israel Telecommunication Corp. Ltd. (the “Company”)

Immediate Report-Tel-Aviv District Court approves the withdrawal of a claim and motion to certify the claim as a class action filed against the Company’s subsidiary, Pelephone Communications Ltd.

To: The Tel Aviv Stock Exchange The Israeli Securities Authority

Further to the immediate report of Bezeq - The Israel Telecommunication Corp. Ltd. (the “Company”) dated June 18, 2012, on September 11, 2012, the Company announced that the TelAviv District Court approved the withdrawal of the claim and motion to certify the claim as a class action, for an aggregate amount of NIS 455 million, which was filed against its subsidiary, Pelephone Communications Ltd. (“Pelephone”) in June 2012 and which contended that Pelephone sent text messages with advertisements without obtaining the plaintiffs’ (who were Pelephone’s customers) prior consent.

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.

7060703.1