UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 3
Under the Securities Exchange Act of 1934
Internet Gold - Golden Lines Ltd.
---------------------------------
(Name of Issuer)
Ordinary Shares, NIS 0.01 Par Value per Share
---------------------------------------------
(Title of Class of Securities)
M 56595 10 7
------------
(CUSIP Number)
Steven J. Glusband
Carter Ledyard & Milburn LLP
2 Wall Street, New York, New York 10005
(212) 238-8605
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 30, 2008
-------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. M 56595 10 7
1 NAME OF REPORTING PERSON: Eurocom Communications Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 12,683,135 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 12,683,135 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12,683,135 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 65.32%**
14 TYPE OF REPORTING PERSON: CO
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management (2005) Ltd.,
Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd. are the beneficial owners
of 12,683,135 ordinary shares of the Issuer. Eurocom Communications Ltd.
directly holds 12,683,135 ordinary shares of the Issuer. Mr. Shaul Elovitch and
his brother, Mr. Yossef Elovitch, own 80% and 20%, respectively, of Eurocom
Holdings (1979) Ltd. (Mr. Shaul Elovitch and Mr. Yossef Elovitch own 75% and
25%, respectively, of Eurocom Holdings management shares). Eurocom
Communications Ltd is 50.33% owned by Eurocom Holdings (1979) Ltd., and 49% held
by four holding companies (Eurocom Communication Holdings 2005 Ltd., Eurocom
Technologies Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets
Holdings Ltd.). The four holding companies are 80% owned by Mr. Shaul Elovitch
and 20% owned by Mr. Yossef Elovitch, respectively. Therefore Eurocom Holdings
(1979) Ltd., Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies
Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd.,
together, hold 99.33% of Eurocom Communications Ltd. The remaining 0.67% is held
by Mr. Shaul Elovitch directly. Accordingly, Mr. Shaul Elovitch maybe deemed to
have the sole voting and dispositive power as to the 65.32% of the ordinary
shares of the Issuer held by Eurocom Communications Ltd.
** Based on 19,415,837 Ordinary Shares that the Issuer advised were issued and
outstanding as of February 10, 2009.
2
CUSIP No. M 56595 10 7
1 NAME OF REPORTING PERSON: Eurocom Communication Holdings 2005 Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 12,683,135 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 12,683,135 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12,683,135 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 65.32%**
14 TYPE OF REPORTING PERSON: CO
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management (2005) Ltd.,
Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd. are the beneficial owners
of 12,683,135 ordinary shares of the Issuer. Eurocom Communications Ltd.
directly holds 12,683,135 ordinary shares of the Issuer. Mr. Shaul Elovitch and
his brother, Mr. Yossef Elovitch, own 80% and 20%, respectively, of Eurocom
Holdings (1979) Ltd. (Mr. Shaul Elovitch and Mr. Yossef Elovitch own 75% and
25%, respectively, of Eurocom Holdings management shares). Eurocom
Communications Ltd is 50.33% owned by Eurocom Holdings (1979) Ltd., and 49% held
by four holding companies (Eurocom Communication Holdings 2005 Ltd., Eurocom
Technologies Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets
Holdings Ltd.). The four holding companies are 80% owned by Mr. Shaul Elovitch
and 20% owned by Mr. Yossef Elovitch, respectively. Therefore Eurocom Holdings
(1979) Ltd., Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies
Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd.,
together, hold 99.33% of Eurocom Communications Ltd. The remaining 0.67% is held
by Mr. Shaul Elovitch directly. Accordingly, Mr. Shaul Elovitch maybe deemed to
have the sole voting and dispositive power as to the 65.32% of the ordinary
shares of the Issuer held by Eurocom Communications Ltd.
** Based on 19,415,837 Ordinary Shares that the Issuer advised were issued and
outstanding as of February 10, 2009.
3
CUSIP No. M 56595 10 7
1 NAME OF REPORTING PERSON: Eurocom Technologies Management (2005) Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 12,683,135 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 12,683,135 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12,683,135 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 65.32%**
14 TYPE OF REPORTING PERSON: CO
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management (2005) Ltd.,
Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd. are the beneficial owners
of 12,683,135 ordinary shares of the Issuer. Eurocom Communications Ltd.
directly holds 12,683,135 ordinary shares of the Issuer. Mr. Shaul Elovitch and
his brother, Mr. Yossef Elovitch, own 80% and 20%, respectively, of Eurocom
Holdings (1979) Ltd. (Mr. Shaul Elovitch and Mr. Yossef Elovitch own 75% and
25%, respectively, of Eurocom Holdings management shares). Eurocom
Communications Ltd is 50.33% owned by Eurocom Holdings (1979) Ltd., and 49% held
by four holding companies (Eurocom Communication Holdings 2005 Ltd., Eurocom
Technologies Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets
Holdings Ltd.). The four holding companies are 80% owned by Mr. Shaul Elovitch
and 20% owned by Mr. Yossef Elovitch, respectively. Therefore Eurocom Holdings
(1979) Ltd., Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies
Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd.,
together, hold 99.33% of Eurocom Communications Ltd. The remaining 0.67% is held
by Mr. Shaul Elovitch directly. Accordingly, Mr. Shaul Elovitch maybe deemed to
have the sole voting and dispositive power as to the 65.32% of the ordinary
shares of the Issuer held by Eurocom Communications Ltd.
** Based on 19,415,837 Ordinary Shares that the Issuer advised were issued and
outstanding as of February 10, 2009.
4
CUSIP No. M 56595 10 7
1 NAME OF REPORTING PERSON: Eurocom Assets Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 12,683,135 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 12,683,135 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12,683,135 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 65.32%**
14 TYPE OF REPORTING PERSON: CO
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management (2005) Ltd.,
Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd. are the beneficial owners
of 12,683,135 ordinary shares of the Issuer. Eurocom Communications Ltd.
directly holds 12,683,135 ordinary shares of the Issuer. Mr. Shaul Elovitch and
his brother, Mr. Yossef Elovitch, own 80% and 20%, respectively, of Eurocom
Holdings (1979) Ltd. (Mr. Shaul Elovitch and Mr. Yossef Elovitch own 75% and
25%, respectively, of Eurocom Holdings management shares). Eurocom
Communications Ltd is 50.33% owned by Eurocom Holdings (1979) Ltd., and 49% held
by four holding companies (Eurocom Communication Holdings 2005 Ltd., Eurocom
Technologies Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets
Holdings Ltd.). The four holding companies are 80% owned by Mr. Shaul Elovitch
and 20% owned by Mr. Yossef Elovitch, respectively. Therefore Eurocom Holdings
(1979) Ltd., Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies
Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd.,
together, hold 99.33% of Eurocom Communications Ltd. The remaining 0.67% is held
by Mr. Shaul Elovitch directly. Accordingly, Mr. Shaul Elovitch maybe deemed to
have the sole voting and dispositive power as to the 65.32% of the ordinary
shares of the Issuer held by Eurocom Communications Ltd.
** Based on 19,415,837 Ordinary Shares that the Issuer advised were issued and
outstanding as of February 10, 2009.
5
CUSIP No. M 56595 10 7
1 NAME OF REPORTING PERSON: Eurocom Assets Holdings Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 12,683,135 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 12,683,135 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12,683,135 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 65.32%**
14 TYPE OF REPORTING PERSON: CO
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management (2005) Ltd.,
Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd. are the beneficial owners
of 12,683,135 ordinary shares of the Issuer. Eurocom Communications Ltd.
directly holds 12,683,135 ordinary shares of the Issuer. Mr. Shaul Elovitch and
his brother, Mr. Yossef Elovitch, own 80% and 20%, respectively, of Eurocom
Holdings (1979) Ltd. (Mr. Shaul Elovitch and Mr. Yossef Elovitch own 75% and
25%, respectively, of Eurocom Holdings management shares.). Eurocom
Communications Ltd is 50.33% owned by Eurocom Holdings (1979) Ltd., and 49% held
by four holding companies (Eurocom Communication Holdings 2005 Ltd., Eurocom
Technologies Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets
Holdings Ltd.). The four holding companies are 80% owned by Mr. Shaul Elovitch
and 20% owned by Mr. Yossef Elovitch, respectively. Therefore Eurocom Holdings
(1979) Ltd., Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies
Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd.,
together, hold 99.33% of Eurocom Communications Ltd. The remaining 0.67% is held
by Mr. Shaul Elovitch directly. Accordingly, Mr. Shaul Elovitch maybe deemed to
have the sole voting and dispositive power as to the 65.32% of the ordinary
shares of the Issuer held by Eurocom Communications Ltd.
** Based on 19,415,837 Ordinary Shares that the Issuer advised were issued and
outstanding as of February 10, 2009.
6
CUSIP No. M 56595 10 7
1 NAME OF REPORTING PERSON: Eurocom Holdings (1979) Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 12,683,135 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 12,683,135 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12,683,135 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 65.32%**
14 TYPE OF REPORTING PERSON: CO
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management (2005) Ltd.,
Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd. are the beneficial owners
of 12,683,135 ordinary shares of the Issuer. Eurocom Communications Ltd.
directly holds 12,683,135 ordinary shares of the Issuer. Mr. Shaul Elovitch and
his brother, Mr. Yossef Elovitch, own 80% and 20%, respectively, of Eurocom
Holdings (1979) Ltd. (Mr. Shaul Elovitch and Mr. Yossef Elovitch own 75% and
25%, respectively, of Eurocom Holdings management shares). Eurocom
Communications Ltd is 50.33% owned by Eurocom Holdings (1979) Ltd., and 49% held
by four holding companies (Eurocom Communication Holdings 2005 Ltd., Eurocom
Technologies Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets
Holdings Ltd.). The four holding companies are 80% owned by Mr. Shaul Elovitch
and 20% owned by Mr. Yossef Elovitch, respectively. Therefore Eurocom Holdings
(1979) Ltd., Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies
Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd.,
together, hold 99.33% of Eurocom Communications Ltd. The remaining 0.67% is held
by Mr. Shaul Elovitch directly. Accordingly, Mr. Shaul Elovitch maybe deemed to
have the sole voting and dispositive power as to the 65.32% of the ordinary
shares of the Issuer held by Eurocom Communications Ltd.
** Based on 19,415,837 Ordinary Shares that the Issuer advised were issued and
outstanding as of February 10, 2009.
7
CUSIP No. M 56595 10 7
1 NAME OF REPORTING PERSON: Shaul Elovitch
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 12,683,135 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 12,683,135 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12,683,135 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 65.32%**
14 TYPE OF REPORTING PERSON: IN
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management (2005) Ltd.,
Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd. are the beneficial owners
of 12,683,135 ordinary shares of the Issuer. Eurocom Communications Ltd.
directly holds 12,683,135 ordinary shares of the Issuer. Mr. Shaul Elovitch and
his brother, Mr. Yossef Elovitch, own 80% and 20%, respectively, of Eurocom
Holdings (1979) Ltd (Mr. Shaul Elovitch and Mr. Yossef Elovitch own 75% and 25%,
respectively, of Eurocom Holdings management shares). Eurocom Communications Ltd
is 50.33% owned by Eurocom Holdings (1979) Ltd., and 49% held by four holding
companies (Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies
Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd.).
The four holding companies are 80% owned by Mr. Shaul Elovitch and 20% owned by
Mr. Yossef Elovitch, respectively. Therefore Eurocom Holdings (1979) Ltd.,
Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies Management (2005)
Ltd., Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd., together, hold
99.33% of Eurocom Communications Ltd. The remaining 0.67% is held by Mr. Shaul
Elovitch directly. Accordingly, Mr. Shaul Elovitch maybe deemed to have the sole
voting and dispositive power as to the 65.32% of the ordinary shares of the
Issuer held by Eurocom Communications Ltd.
** Based on 19,415,837 Ordinary Shares that the Issuer advised were issued and
outstanding as of February 10, 2009.
8
CUSIP No. M 56595 10 7
1 NAME OF REPORTING PERSON: Yossef Elovitch
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 12,683,135 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 12,683,135 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12,683,135 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 65.32%**
14 TYPE OF REPORTING PERSON: IN
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management (2005) Ltd.,
Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd. are the beneficial owners
of 12,683,135 ordinary shares of the Issuer. Eurocom Communications Ltd.
directly holds 12,683,135 ordinary shares of the Issuer. Mr. Shaul Elovitch and
his brother, Mr. Yossef Elovitch, own 80% and 20%, respectively, of Eurocom
Holdings (1979) Ltd. (Mr. Shaul Elovitch and Mr. Yossef Elovitch own 75% and
25%, respectively, of Eurocom Holdings management shares). Eurocom
Communications Ltd is 50.33% owned by Eurocom Holdings (1979) Ltd., and 49% held
by four holding companies (Eurocom Communication Holdings 2005 Ltd., Eurocom
Technologies Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets
Holdings Ltd.). The four holding companies are 80% owned by Mr. Shaul Elovitch
and 20% owned by Mr. Yossef Elovitch, respectively. Therefore Eurocom Holdings
(1979) Ltd., Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies
Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd.,
together, hold 99.33% of Eurocom Communications Ltd. The remaining 0.67% is held
by Mr. Shaul Elovitch directly. Accordingly, Mr. Shaul Elovitch maybe deemed to
have the sole voting and dispositive power as to the 65.32% of the ordinary
shares of the Issuer held by Eurocom Communications Ltd.
** Based on 19,415,837 Ordinary Shares that the Issuer advised were issued and
outstanding as of February 10, 2009.
9
This Amendment No. 3 to the Statement on Schedule 13D dated June 17, 2005,
is being filed to report a change in the percentage of ordinary shares,
nominal par value NIS 0.01 per share, (the "Shares") of Internet Gold-Golden
Lines Ltd. (the "Issuer"), an Israeli company whose principal executive
offices are located at 1 Alexander Yanai Street, Petach-Tikva, Israel,
held by Eurocom Communications Ltd. ("Eurocom Communications"),
Eurocom Communication Holdings 2005 Ltd.("Eurocom Communication Holdings"),
Eurocom Technologies Management (2005) Ltd. ("Eurocom Technologies"),
Eurocom Assets Ltd.( "Eurocom Assets"), Eurocom Assets Holdings
Ltd.("Eurocom Assets Holdings"), Eurocom Holdings (1979) Ltd.
("Eurocom Holdings"), Mr. Shaul Elovitch and Mr. Yossef Elovitch,
together the "Reporting Persons".
The Reporting Persons are the holders of an aggregate of 12,683,135 Shares of
the Issuer, the same amount of shares indicated in Amendment No. 2 to this
Schedule 13D filed with the Securities and Exchange Commission on May 17, 2007.
As a result of the repurchase by the Issuer of 4,102,569 Shares in the open
market during the period December 13, 2007 to February 10, 2009 the percentage
of shares held by the Reporting Persons has increased from 58.46% to 65.32%.
Item 2. Identity and Background
This Statement is being filed by Eurocom Communications, Eurocom Communication
Holdings 2005 Ltd., Eurocom Technologies, Eurocom Assets, Eurocom Assets
Holdings, Eurocom Holdings, Mr. Shaul Elovitch and Mr. Yossef Elovitch.
Mr. Shaul Elovitch, a citizen of Israel, serves as the Chairman of the board of
directors and Chief Executive Officer of Eurocom Communications, Eurocom
Communication Holdings, Eurocom Technologies, Eurocom Assets, Eurocom Assets
Holdings and Eurocom Holdings, and serves as the Chairman of the board of
directors of the Issuer. Mr. Shaul Elovitch's business address is 2 Dov Friedman
Street, Ramat Gan, 52503, Israel.
Mr. Yossef Elovitch, a citizen of Israel, serves as director of Eurocom
Communications, Eurocom Communication Holdings, Eurocom Technologies, Eurocom
Assets, and Eurocom Holdings, and of the Issuer. Mr. Yossef Elovitch's business
address is 2 Dov Friedman Street, Ramat Gan, 52503, Israel. Mr. Yossef Elovitch
is the brother of Mr. Shaul Elovitch.
Eurocom Communications is a privately held company incorporated under the laws
of the State of Israel. Eurocom Communications is engaged in the
telecommunications business. The address of its principal office is 2 Dov
Friedman Street, Ramat Gan, 52503, Israel. Eurocom Communications is 50.33%
owned by Eurocom Holdings and, 49.00% owned by Eurocom Communication Holdings,
Eurocom Technologies, Eurocom Assets, Eurocom Assets Holdings together.
Eurocom Communication Holdings is a privately held holding company incorporated
under the laws of the State of Israel. The address of its principal business and
principal office is 2 Dov Friedman Street, Ramat Gan, 52503, Israel. Eurocom
Communication Holdings is 80% owned by Mr. Shaul Elovitch and 20% owned by Mr.
Yossef Elovitch.
10
Eurocom Technologies is a privately held holding company incorporated under the
laws of the State of Israel. The address of its principal office is 2 Dov
Friedman Street, Ramat Gan, 52503, Israel. Eurocom Technologies is 80% owned by
Mr. Shaul Elovitch and 20% owned by Mr. Yossef Elovitch.
Eurocom Assets is a privately held holding company incorporated under the laws
of the State of Israel. The address of its principal office is 2 Dov Friedman
Street, Ramat Gan, 52503, Israel. Eurocom Assets is 80% owned by Mr. Shaul
Elovitch and 20% owned by Mr. Yossef Elovitch.
Eurocom Assets Holdings is a privately held holding company incorporated under
the laws of the State of Israel. The address of its principal office is 2 Dov
Friedman Street, Ramat Gan, 52503, Israel. Eurocom Assets Holdings is 80% owned
by Mr. Shaul Elovitch and 20% owned by Mr. Yossef Elovitch.
Eurocom Holdings is a privately held holding company incorporated under the laws
of the State of Israel. The address of its principal office is 2 Dov Friedman
Street, Ramat Gan, 52503, Israel. Eurocom Holdings is 80% owned by Mr. Shaul
Elovitch and 20% owned by Mr. Yossef Elovitch Mr. Shaul Elovitch and Mr. Yossef
Elovitch own 75% and 25%, respectively, of Eurocom Holdings management shares.
During the last five years, none of the Reporting Persons or, any of the
directors and executive officers of the respective corporations listed on
Schedule 1 hereto, has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors), or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which proceeding it, he or she was or is subject to a judgment, decree
or final order either enjoining future violations of, or prohibiting or
mandating activities subject to, United States federal or state securities laws,
or finding any violation with respect to such laws.
Item 4. Purpose of Transaction.
On November 2007, the board of directors of the Issuer authorized a
repurchase program, for the repurchase of up to NIS 70 million or $18.2 million
of its Shares in the open market from time to time at prevailing market prices.
On July 2008 the board of directors of the Issuer authorized a second
repurchase program, for the repurchase of up to NIS 70 million or $21 million of
the Shares, in the open market from time to time at prevailing market prices.
As of February 10, 2009, the Issuer repurchased 4,102,569 Shares under
the program. As a result the percentage of shares held by the Reporting Persons
has increased from 58.46% to 65.32%. Mr. Shaul Elovitch, the chairman of the
boards of directors and a director of the Reporting Persons is the Chairman of
the board of directors of the Issuer. The Issuer may from time to time
repurchase additional Shares.
The Reporting Persons currently do not have any plan or proposal, which
relates to or would result in:
11
(a) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its
subsidiaries;
(b) a sale or transfer of a material amount of the assets of the Issuer or
any of its subsidiaries;
(c) any change in the present board of directors or management of the
Issuer, including any plan or proposal to change the number or term of
directors or to fill any existing vacancies on the board;
(d) any material change in the present capitalization or dividend policy of
the Issuer;
(e) any other material change in the Issuer's business or corporate
structure;
(f) changes in the Issuer's charter or by-laws or other actions which may
impede the acquisition of control of the Issuer by any person;
(g) a class of securities of the Issuer being delisted from a national
securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(h) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(i) action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) the Reporting Persons are the beneficial owners of 12,683,135 ordinary
shares, which constitutes approximately 65.32% of the outstanding
ordinary shares of the Issuer.
(b) the Reporting Persons have shared power to vote or direct the vote and
the shared power to dispose or direct the disposition of the 12,683,135
ordinary shares currently beneficially owned by them.
(c) no transactions were effected in the Shares of the Issuer by the
Reporting Persons during the past sixty days.
(d) no person other than the Reporting Persons has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from
the sale of, the shares reported above in this Item 5.
(e) Not applicable.
Items 7. Material to be Filed as Exhibits.
None.
12
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Date: February 12, 2009
/s/ Shaul Elovitch
------------------
Mr. Shaul Elovitch
/s/ Yossef Elovitch
-------------------
Mr. Yossef Elovitch
/s/ Shaul Elovitch
------------------
Eurocom Communications Ltd
Name: Shaul Elovitch
Title: Chairman
/s/ Shaul Elovitch
------------------
Eurocom Communication Holdings 2005 Ltd.
Name: Shaul Elovitch
Title: Chairman
/s/ Shaul Elovitch
------------------
Eurocom Technologies Management (2005) Ltd.
Name: Shaul Elovitch
Title: Chairman
/s/ Shaul Elovitch
------------------
Eurocom Assets Ltd.
Name: Shaul Elovitch
Title: Chairman
13
/s/ Shaul Elovitch
------------------
Eurocom Assets Holdings Ltd.
Name: Shaul Elovitch
Title: Chairman
Eurocom Holdings (1979) Ltd.
/s/ Shaul Elovitch
------------------
Name: Shaul Elovitch
Title: Chairman
14
Schedule 1
List of Officers and Directors
Eurocom Communications Ltd.
Name Position
---- --------
Shaul Elovitch Chairman of the Board of Directors
Yossef Elovitch Director
Dr. Aliza Schloss Director, Vice President
Amikam Shorer Executive Vice President
Reuben Sgan-Cohen Executive Vice President
Or Elovitch Executive Vice President
Eurocom Communication Holdings 2005 Ltd.
Name Position
---- --------
Shaul Elovitch Chairman of the Board of Directors
Yossef Elovitch Director
Eurocom Technologies Management (2005) Ltd.
Name Position
---- --------
Shaul Elovitch Chairman of the Board of Directors
Yossef Elovitch Director
Eurocom Assets Ltd.
Name Position
---- --------
Shaul Elovitch Chairman of the Board of Directors
Yossef Elovitch Director
Eurocom Assets Holdings Ltd.
Name Position
---- --------
Shaul Elovitch Chairman of the Board of Directors
Eurocom Holdings (1979) Ltd.
Name Position
---- --------
Shaul Elovitch Chairman of the Board of Directors
Yossef Elovitch Director
15