B Communication — Notice of Dividend Amount 2013

Aug 27, 2013

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 August 2013

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- __________

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B COMMUNICATIONS LTD.

The following exhibit is attached:

• 99.5 B Communications Ltd. Expects to Receive Approximately NIS 455 Million in Dividends from Bezeq in September 2013.

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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/Doron Turgeman Doron Turgeman Chief Executive Officer

Date: August 27, 2013

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EXHIBIT INDEX

The following exhibit is attached:

• 99.5 B Communications Ltd. Expects to Receive Approximately NIS 455 Million in Dividends from Bezeq in September 2013.

  • .

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EXHIBIT 99.1

B Communications Ltd. Expects to Receive Approximately NIS 455 Million in Dividends from Bezeq in September 2013

Ramat-Gan, Israel, August 27, 2013 - B Communications Ltd. (Nasdaq and TASE: BCOM) (“B Communications”) announced today that on August 27, 2013 shareholders at the General Meeting of its controlled subsidiary, Bezeq - The Israel Telecommunications Corp., Ltd. ("Bezeq"), approved the payment of a dividend of NIS 969 million to Bezeq's shareholders. The dividend, which is based on Bezeq’s dividend distribution policy, is expected to be paid on September 15, 2013 (the "payment date"). B Communications expects to receive approximately NIS 300 million (approximately US$ 83 million at current exchange rates) from this distribution.

On September 15, 2013, Bezeq will also distribute to Bezeq's shareholders the six and final NIS 500 million installment of the NIS 3 billion special dividend that was approved by its shareholders on January 24, 2011. B Communications expects to receive approximately NIS 155 million (approximately US$ 43 million at current exchange rates) as a special dividend on the payment date.

The two dividends B Communications expects to receive will amount to NIS 455 million (approximately US$ 126 million).

7264419.1