UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 5
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)
December 13, 2009
-----------------
(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: 13,133,846 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 13,133,846 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
13,133,846 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): 73.02%**
14 TYPE OF REPORTING PERSON: CO
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Communications Ltd, or
Eurocom Communications, Eurocom Holdings (1979) Ltd., or Eurocom Holdings,
Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies Management (2005)
Ltd., Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd. are the beneficial
owners of 13,133,846 ordinary shares of the Issuer, which are held directly by
Eurocom Communications. Mr. Shaul Elovitch and his brother, Mr. Yossef Elovitch,
own 80% and 20%, respectively, of Eurocom Holdings. (Mr. Shaul Elovitch and Mr.
Yossef Elovitch own 75% and 25%, respectively, of Eurocom Holdings' management
shares). Eurocom Communications is 50.33% owned by Eurocom Holdings and 49% of
its shares are 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., 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. The remaining
0.67% in Eurocom Communications is directly owned by Mr. Shaul Elovitch.
Accordingly, Mr. Shaul Elovitch may be deemed to have the sole voting and
dispositive power as to the ordinary shares of the Issuer held by Eurocom
Communications.
** Based on 17,986,550 Ordinary Shares that the Issuer advised were issued and
outstanding (which excludes 5,531,856 Ordinary Shares held as treasury stock) as
of December 21, 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: 13,133,846 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 13,133,846 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
13,133,846 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): 73.02%**
14 TYPE OF REPORTING PERSON: CO
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Communications, Eurocom
Holdings, Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies
Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd. are
the beneficial owners of 13,133,846 ordinary shares of the Issuer, which are
held directly by Eurocom Communications. Mr. Shaul Elovitch and his brother, Mr.
Yossef Elovitch, own 80% and 20%, respectively, of Eurocom Holdings. (Mr. Shaul
Elovitch and Mr. Yossef Elovitch own 75% and 25%, respectively, of Eurocom
Holdings' management shares). Eurocom Communications is 50.33% owned by Eurocom
Holdings and 49% of its shares are 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., 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. The remaining 0.67% in Eurocom Communications is directly owned
by Mr. Shaul Elovitch. Accordingly, Mr. Shaul Elovitch may be deemed to have the
sole voting and dispositive power as to the ordinary shares of the Issuer held
by Eurocom Communications.
** Based on 17,986,550 Ordinary Shares that the Issuer advised were issued and
outstanding (which excludes 5,531,856 Ordinary Shares held as treasury stock) as
of December 21, 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: 13,133,846 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 13,133,846 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
13,133,846 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): 73.02%**
14 TYPE OF REPORTING PERSON: CO
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Communications, Eurocom
Holdings, Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies
Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd. are
the beneficial owners of 13,133,846 ordinary shares of the Issuer, which are
held directly by Eurocom Communications. Mr. Shaul Elovitch and his brother, Mr.
Yossef Elovitch, own 80% and 20%, respectively, of Eurocom Holdings. (Mr. Shaul
Elovitch and Mr. Yossef Elovitch own 75% and 25%, respectively, of Eurocom
Holdings' management shares). Eurocom Communications is 50.33% owned by Eurocom
Holdings and 49% of its shares are 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., 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. The remaining 0.67% in Eurocom Communications is directly owned
by Mr. Shaul Elovitch. Accordingly, Mr. Shaul Elovitch may be deemed to have the
sole voting and dispositive power as to the ordinary shares of the Issuer held
by Eurocom Communications.
** Based on 17,986,550 Ordinary Shares that the Issuer advised were issued and
outstanding (which excludes 5,531,856 Ordinary Shares held as treasury stock) as
of December 21, 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: 13,133,846 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 13,133,846 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
13,133,846 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): 73.02%**
14 TYPE OF REPORTING PERSON: CO
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Communications, Eurocom
Holdings, Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies
Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd. are
the beneficial owners of 13,133,846 ordinary shares of the Issuer, which are
held directly by Eurocom Communications. Mr. Shaul Elovitch and his brother, Mr.
Yossef Elovitch, own 80% and 20%, respectively, of Eurocom Holdings. (Mr. Shaul
Elovitch and Mr. Yossef Elovitch own 75% and 25%, respectively, of Eurocom
Holdings' management shares). Eurocom Communications is 50.33% owned by Eurocom
Holdings and 49% of its shares are 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., 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. The remaining 0.67% in Eurocom Communications is directly owned
by Mr. Shaul Elovitch. Accordingly, Mr. Shaul Elovitch may be deemed to have the
sole voting and dispositive power as to the ordinary shares of the Issuer held
by Eurocom Communications.
** Based on 17,986,550 Ordinary Shares that the Issuer advised were issued and
outstanding (which excludes 5,531,856 Ordinary Shares held as treasury stock) as
of December 21, 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: 13,133,846 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 13,133,846 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
13,133,846 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): 73.02%**
14 TYPE OF REPORTING PERSON: CO
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Communications, Eurocom
Holdings, Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies
Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd. are
the beneficial owners of 13,133,846 ordinary shares of the Issuer, which are
held directly by Eurocom Communications. Mr. Shaul Elovitch and his brother, Mr.
Yossef Elovitch, own 80% and 20%, respectively, of Eurocom Holdings. (Mr. Shaul
Elovitch and Mr. Yossef Elovitch own 75% and 25%, respectively, of Eurocom
Holdings' management shares). Eurocom Communications is 50.33% owned by Eurocom
Holdings and 49% of its shares are 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., 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. The remaining 0.67% in Eurocom Communications is directly owned
by Mr. Shaul Elovitch. Accordingly, Mr. Shaul Elovitch may be deemed to have the
sole voting and dispositive power as to the ordinary shares of the Issuer held
by Eurocom Communications.
** Based on 17,986,550 Ordinary Shares that the Issuer advised were issued and
outstanding (which excludes 5,531,856 Ordinary Shares held as treasury stock) as
of December 21, 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: 13,133,846 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 13,133,846 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
13,133,846 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): 73.02%**
14 TYPE OF REPORTING PERSON: CO
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Communications, Eurocom
Holdings, Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies
Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd. are
the beneficial owners of 13,133,846 ordinary shares of the Issuer, which are
held directly by Eurocom Communications. Mr. Shaul Elovitch and his brother, Mr.
Yossef Elovitch, own 80% and 20%, respectively, of Eurocom Holdings. (Mr. Shaul
Elovitch and Mr. Yossef Elovitch own 75% and 25%, respectively, of Eurocom
Holdings' management shares). Eurocom Communications is 50.33% owned by Eurocom
Holdings and 49% of its shares are 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., 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. The remaining 0.67% in Eurocom Communications is directly owned
by Mr. Shaul Elovitch. Accordingly, Mr. Shaul Elovitch may be deemed to have the
sole voting and dispositive power as to the ordinary shares of the Issuer held
by Eurocom Communications.
** Based on 17,986,550 Ordinary Shares that the Issuer advised were issued and
outstanding (which excludes 5,531,856 Ordinary Shares held as treasury stock) as
of December 21, 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: 13,137,974 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 13,137,974 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
13,137,974 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): 73.04%**
14 TYPE OF REPORTING PERSON: IN
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Communications, Eurocom
Holdings, Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies
Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd. are
the beneficial owners of 13,133,846 ordinary shares of the Issuer, which are
held directly by Eurocom Communications. Mr. Shaul Elovitch and his brother, Mr.
Yossef Elovitch, own 80% and 20%, respectively, of Eurocom Holdings. (Mr. Shaul
Elovitch and Mr. Yossef Elovitch own 75% and 25%, respectively, of Eurocom
Holdings' management shares). Eurocom Communications is 50.33% owned by Eurocom
Holdings and 49% of its shares are 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., 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. The remaining 0.67% in Eurocom Communications is directly owned
by Mr. Shaul Elovitch. Accordingly, Mr. Shaul Elovitch maybe deemed to have the
sole voting and dispositive power as to the ordinary shares of the Issuer held
by Eurocom Communications. In addition, Mr. Shaul Elovitch may be deemed to be
the beneficial holder of 4,128 Ordinary Shares of the Issuer held of record by
Mrs. Elovitch.
** Based on 17,986,550 Ordinary Shares that the Issuer advised were issued and
outstanding (which excludes 5,531,856 Ordinary Shares held as treasury stock) as
of December 21, 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: 13,133,846 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 13,133,846 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
13,133,846 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): 73.02%**
14 TYPE OF REPORTING PERSON: IN
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Communications, Eurocom
Holdings, Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies
Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd. are
the beneficial owners of 13,133,846 ordinary shares of the Issuer, which are
held directly by Eurocom Communications. Mr. Shaul Elovitch and his brother, Mr.
Yossef Elovitch, own 80% and 20%, respectively, of Eurocom Holdings. (Mr. Shaul
Elovitch and Mr. Yossef Elovitch own 75% and 25%, respectively, of Eurocom
Holdings' management shares). Eurocom Communications is 50.33% owned by Eurocom
Holdings and 49% of its shares are 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., 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. The remaining 0.67% in Eurocom Communications is directly owned
by Mr. Shaul Elovitch. Accordingly, Mr. Shaul Elovitch may be deemed to have the
sole voting and dispositive power as to the ordinary shares of the Issuer held
by Eurocom Communications.
** Based on 17,986,550 Ordinary Shares that the Issuer advised were issued and
outstanding (which excludes 5,531,856 Ordinary Shares held as treasury stock) as
of December 21, 2009.
9
Item 1. Security and Issuer.
This Amendment No. 5 (the "Amendment") is filed 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
(collectively, "the "Reporting Persons") pursuant to Rule 13d-2 of the
Securities Exchange Act of 1934 and amends the initial Statement on Schedule 13D
filed by the Reporting Persons on June 17, 2005, Amendment No. 1 filed on August
3, 2005, Amendment No. 2 filed on May 17, 2007, Amendment No. 3 filed on
February 12, 2008 and Amendment No. 4 filed on December 1, 2009 (the initial
Schedule 13D and together with the Amendments, the "Statement"). The Statement
relates to the ordinary shares, nominal par value NIS 0.01 per share,
("Ordinary 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 49277, Israel.
Item 2. Identity and Background.
This Statement is being filed by the Reporting Persons.
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. Shaul Elovitch is the brother of Mr.
Yossef Elovitch.
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. The
remaining 0.67% in Eurocom Communications is directly owned by Mr. Shaul
Elovitch.
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.
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.
10
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 3. Source and Amount of Funds or Other Consideration.
ITEM 3 OF THE STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
On December 13 2009, Eurocom Communications purchased an aggregate of
200,711 Ordinary Shares of the Issuer from a third party in a private
transaction, at a price per share of New Israeli Shekels 57.50 (approximately
$15.14). The aggregate purchase price for such 200,711 Ordinary Shares was New
Israeli Shekels 11,540,882 (approximately $3,038,765), all of which amount was
paid by Eurocom Communications from its working capital.
Item 4. Purpose of Transaction.
ITEM 4 OF THE STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
The 200,711 Ordinary Shares purchased by Eurocom Communications on
December 13, 2009 were purchased for investment purposes.
On October 25, 2009, the Issuer announced that its subsidiary, 012
Smile.Communications Ltd., or 012 Smile, has entered into a definitive share
purchase agreement under which it will acquire a controlling interest of
approximately 30.7% in Bezeq - The Israel Telecommunication Corp., Israel's
largest telecommunications provider (TASE: BZEQ), or Bezeq, from Ap.Sb.Ar.
Holdings Ltd. (the Apax Partners-Saban Capital Group Inc.-Arkin consortium), in
a cash transaction currently valued at approximately NIS 6.5 billion, or NIS
8.00 per share. The transaction is subject to the receipt of necessary
regulatory approvals.
On November 16, 2009, the Issuer announced that 012 Smile has signed an
agreement with a wholly- owned subsidiary of Ampal-American Israel Corporation
(Nasdaq: AMPL) to sell it 012 Smile's current telecom business for NIS 1.2
billion (approximately $318 million). The transaction is subject to customary
closing conditions.
Other than the transactions described above, the Reporting Persons
currently do not have any plan or proposal, which relates to or would result in:
(i) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(ii) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its
subsidiaries;
(iii) a sale or transfer of a material amount of the assets of the
Issuer or any of its subsidiaries;
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(iv) 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;
(v) any material change in the present capitalization or dividend
policy of the Issuer;
(vi) any other material change in the Issuer's business or corporate
structure;
(vii) 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;
(viii) 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;
(ix) 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
(x) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
ITEM 5 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
(a) and (b)
The Reporting Persons are the beneficial owners of 13,133,846 Ordinary
Shares of the Issuer held of record by Eurocom Communications, which constitute
approximately 73.02% of the Ordinary Shares of the Issuer issued and outstanding
on December 21, 2009. Accordingly, the Reporting Persons have shared power to
vote or direct the vote and the shared power to dispose or direct the
disposition of the 13,133,846 Ordinary Shares of the Issuer held of record by
Eurocom Communications.
Mr. Shaul Elovitch may deemed to be the beneficial owner of 4,128
Ordinary Shares of the Issuer held of record by his wife, Mrs. Iris Elovitch,
which constitute approximately 0.02% of the Ordinary Shares of the Issuer issued
and outstanding on December 21, 2009. Accordingly Mr. Shaul Elovitch and Mrs.
Elovitch may be deemed to have shared power to vote or direct the vote and the
shared power to dispose or direct the disposition of the 4,128 Ordinary Shares
of the Issuer held of record by Mrs. Elovitch.
(c) Except for the transaction reported above in Item 3 hereof, the
Reporting Persons have not effected any transactions in the Ordinary Shares of
the Issuer during the past 60 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.
Item 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: December 21, 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
/s/Shaul Elovitch
-----------------
Eurocom Assets Holdings Ltd.
Name: Shaul Elovitch
Title: Chairman
Eurocom Holdings (1979) Ltd.
/s/Shaul Elovitch
-----------------
Name: Shaul Elovitch
Title: Chairman
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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 Executive 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
14