B Communication — Legal Proceedings Report 2012

Feb 21, 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 February 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.

6957820.1

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 International Ltd., dated February 19, 2012.

6957820.1

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: February 21, 2012

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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 Class Action Against Bezeq International Ltd., dated February 19, 2012.

6957820.1

EXHIBIT 99.1

February 19, 2012

– Immediate Report Class Action Against Bezeq International Ltd.

To: The Tel Aviv Stock Exchange The Israeli Securities Authority

On February 19, 2012, Bezeq - The Israel Telecommunication Corp., Ltd. (the “Company”) received a notice from its subsidiary, Bezeq International Ltd. ("Bezeq International") regarding a monetary claim and a motion to certify the claim as a class action, that was filed with the Tel Aviv District Court against Bezeq International and two additional international telecommunications services providers (jointly, the "Defendants").

According to the Petitioner, the Defendants misled customers who purchased prepaid international calling cards, with respect to the number of minutes available on such cards. Information concerning a similar motion, which was filed against Bezeq International in 2008 and was certified as a class action in November 2010, see Section 4.20.1 of the Company's 2010 annual report).

The Petitioner estimates the aggregate amount claimed by the entire class to be approximately NIS 2.7 billion.

Bezeq International is studying the claim and neither Bezeq International and/nor the Company is able, 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.

6957820.1