B Communication — Regulatory Filings 2012

Apr 2, 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 April 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.

6990383.1

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 an objection filed with respect to distribution of special dividend.

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6990383.1

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: April 2, 2012

6990383.1

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 an objection filed with respect to distribution of special dividend.

6990383.1

EXHIBIT 99.1

April 1, 2012

- Immediate Report Objection to Distribution of Special Dividend

To: The Tel Aviv Stock Exchange The Israeli Securities Authority

Immediate notification is hereby provided that on April 1, 2012, Bezeq - The Israel Telecommunication Corp., Ltd. (the “Company”) was notified that an objection was filed on March 29, 2012, with the Economics Division of the Tel Aviv District Court, with respect to the continued payments of the distribution do not satisfy the "profit test", as was previously approved by the Court on March 31, 2011. The objection was filed by a holder of the Company’s Debentures (Series 5), who sought to join an earlier proceeding in the matter in mid-2011. A hearing on the objection was scheduled for April 16, 2012.

The Company rejects the arguments set forth in the objection and intends to argue that there is no basis for the relief sought by the objector and to request that the Court dismiss the objection, summarily and on the merits.

For further information concerning the distribution see Section 1.4 of the Company's 2011 periodic report.

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.

6990383.1