B Communication — Regulatory Filings 2013

Apr 18, 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 April 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- __________

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 objection to special dividend distribution.

• .

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 18, 2013

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 objection to special dividend distribution.

EXHIBIT 99.1

April 18, 2013

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

- Immediate Report Objection to Special Dividend Distribution

To: The Tel Aviv Stock Exchange The Israeli Securities Authority

Further to the notification in the Company's 2012 periodic report regarding a motion filed with the Tel Aviv District Court (Economic Department) on March 13, 2013, by a holder of Debentures (Series 5) of the Company, in which it objected to the distribution of the fifth installment of the dividend distribution which does not satisfy the profitability test approved by the Court on March 31, 2011, an immediate report is hereby provided that on April 18, 2013, the Company was also served with an "Objection to the Distribution of the Fifth Installment of a Dividend That is not Paid Out of Profits", which was filed by the same Debenture holder. The Company rejects the arguments set forth in the Objection, and intends to argue that there is no basis to the relief sought by the objector and to move the Court to dismiss the Objection summarily and on the merits.

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.