UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Amendment
No. 8
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)
August 10,
2010
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box
o
Note
: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See § 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)
o
|
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):
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION: Israel
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER: -0-
|
8
|
SHARED
VOTING POWER: 13,581,073 Ordinary Shares*
|
9
|
SOLE
DISPOSITIVE POWER: -0-
|
10
|
SHARED
DISPOSITIVE POWER: 13,581,073 Ordinary Shares*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 13,581,073 Ordinary
Shares*
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 70.88%**
|
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 13,564,746 ordinary shares of the Issuer that are held directly by Eurocom
Communications and 16,327 ordinary shares of the Issuer that are held directly
by Eurocom Capital Finance Ltd., or Euocom Capital. 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. Eurocom Capital is 87.5% owned by Eurocom
Communications and 12.5% owned by Or Elovitch, the son of 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 of record by
Eurocom Communications and Eurocom Capital.
** Based
on 19,161,433 Ordinary Shares that the Issuer advised were issued and
outstanding (which excludes 5,862,615 Ordinary Shares held as treasury stock) as
of September 7, 2010.
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)
o
|
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):
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION: Israel
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER: -0-
|
8
|
SHARED
VOTING POWER: 13,581,073 Ordinary Shares*
|
9
|
SOLE
DISPOSITIVE POWER: -0-
|
10
|
SHARED
DISPOSITIVE POWER: 13,581,073 Ordinary Shares*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 13,581,073 Ordinary
Shares*
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 70.88%**
|
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 13,564,746 ordinary shares of the Issuer that are held directly by
Eurocom Communications and 16,327 ordinary shares of the Issuer that are held
directly by Eurocom Capital. 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. Eurocom Capital is 87.5%
owned by Eurocom Communications and 12.5% owned by Or Elovitch, the son of 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 of
record by Eurocom Communications and Eurocom Capital.
** Based
on 19,161,433 Ordinary Shares that the Issuer advised were issued and
outstanding (which excludes 5,862,615 Ordinary Shares held as treasury stock) as
of September 7, 2010.
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)
o
|
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):
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION: Israel
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER: -0-
|
8
|
SHARED
VOTING POWER: 13,581,073 Ordinary Shares*
|
9
|
SOLE
DISPOSITIVE POWER: -0-
|
10
|
SHARED
DISPOSITIVE POWER: 13,581,073 Ordinary Shares*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 13,581,073 Ordinary
Shares*
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 70.88%**
|
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 13,564,746 ordinary shares of the Issuer that are held directly by
Eurocom Communications and 16,327 ordinary shares of the Issuer that are held
directly by Eurocom Capital. 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. Eurocom Capital is 87.5% owned by Eurocom Communications
and 12.5% owned by Or Elovitch, the son of 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 of record by Eurocom Communications and
Eurocom Capital.
** Based
on 19,161,433 Ordinary Shares that the Issuer advised were issued and
outstanding (which excludes 5,862,615 Ordinary Shares held as treasury stock) as
of September 7, 2010.
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)
o
|
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):
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION: Israel
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER: -0-
|
8
|
SHARED
VOTING POWER: 13,581,073 Ordinary Shares*
|
9
|
SOLE
DISPOSITIVE POWER: -0-
|
10
|
SHARED
DISPOSITIVE POWER: 13,581,073 Ordinary Shares*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 13,581,073 Ordinary
Shares*
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 70.88%**
|
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 13,564,746 ordinary shares of the Issuer that are held directly by
Eurocom Communications and 16,327 ordinary shares of the Issuer that are held
directly by Eurocom Capital. 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. Eurocom Capital is 87.5% owned by Eurocom
Communications and 12.5% owned by Or Elovitch, the son of 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
of record by Eurocom Communications and Eurocom Capital.
** Based
on 19,161,433 Ordinary Shares that the Issuer advised were issued and
outstanding (which excludes 5,862,615 Ordinary Shares held as treasury stock) as
of September 7, 2010.
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)
o
|
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):
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION: Israel
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER: -0-
|
8
|
SHARED
VOTING POWER: 13,581,073 Ordinary Shares*
|
9
|
SOLE
DISPOSITIVE POWER: -0-
|
10
|
SHARED
DISPOSITIVE POWER: 13,581,073 Ordinary Shares*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 13,581,073 Ordinary
Shares*
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 70.88%**
|
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 13,564,746 ordinary shares of the Issuer that are held directly by
Eurocom Communications and 16,327 ordinary shares of the Issuer that are held
directly by Eurocom Capital. 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. Eurocom Capital is 87.5% owned by Eurocom Communications
and 12.5% owned by Or Elovitch, the son of 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 of record by Eurocom Communications and
Eurocom Capital.
** Based
on 19,161,433 Ordinary Shares that the Issuer advised were issued and
outstanding (which excludes 5,862,615 Ordinary Shares held as treasury stock) as
of September 7, 2010.
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)
o
|
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):
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION: Israel
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER: -0-
|
8
|
SHARED
VOTING POWER: 13,581,073 Ordinary Shares*
|
9
|
SOLE
DISPOSITIVE POWER: -0-
|
10
|
SHARED
DISPOSITIVE POWER: 13,581,073 Ordinary Shares*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 13,581,073 Ordinary
Shares*
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 70.88%**
|
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 13,564,746 ordinary shares of the Issuer that are held directly by
Eurocom Communications and 16,327 ordinary shares of the Issuer that are held
directly by Eurocom Capital. 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.
Eurocom Capital is 87.5%
owned by Eurocom Communications and 12.5% owned by Or Elovitch, the son of 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 of
record by Eurocom Communications and Eurocom Capital.
** Based
on 19,161,433 Ordinary Shares that the Issuer advised were issued and
outstanding (which excludes 5,862,615 Ordinary Shares held as treasury stock) as
of September 7, 2010.
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)
o
|
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):
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION: Israel
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER: -0-
|
8
|
SHARED
VOTING POWER: 13,585,291 Ordinary Shares *
|
9
|
SOLE
DISPOSITIVE POWER: -0-
|
10
|
SHARED
DISPOSITIVE POWER: 13,585,291 Ordinary Shares
*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 13,585,291 Ordinary
Shares*
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 70.90%**
|
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 13,564,746 ordinary shares of the Issuer that are held directly by
Eurocom Communications and 16,327 ordinary shares of the Issuer that are held
directly by Eurocom Capital. 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. Eurocom Capital is 87.5% owned
by Eurocom Communications and 12.5% owned by Or Elovitch, the son of 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 of record by
Eurocom Communications and Eurocom Capital. In addition, Mr. Shaul
Elovitch may be deemed to be the beneficial holder of 4,218 Ordinary Shares of
the Issuer held of record by Mrs. Elovitch.
** Based
on 19,161,433 Ordinary Shares that the Issuer advised were issued and
outstanding (which excludes 5,862,615 Ordinary Shares held as treasury stock) as
of September 7, 2010.
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)
o
|
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):
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION: Israel
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER: -0-
|
8
|
SHARED
VOTING POWER: 13,581,073 Ordinary Shares*
|
9
|
SOLE
DISPOSITIVE POWER: -0-
|
10
|
SHARED
DISPOSITIVE POWER: 13,581,073 Ordinary Shares*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 13,581,073 Ordinary
Shares*
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 70.88%**
|
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 13,564,746 ordinary shares of the Issuer that are held directly by
Eurocom Communications and 16,327 ordinary shares of the Issuer that are held
directly by Eurocom Capital. 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.
Eurocom Capital is 87.5%
owned by Eurocom Communications and 12.5% owned by Or Elovitch, the son of 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 of
record by Eurocom Communications and Eurocom Capital.
** Based
on 19,161,433 Ordinary Shares that the Issuer advised were issued and
outstanding (which excludes 5,862,615 Ordinary Shares held as treasury stock) as
of September 7, 2010.
Item
1. Security
and Issuer.
This
Amendment No. 8 (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, Amendment
No. 4 filed on December 1, 2009, Amendment No. 5 filed on December 21, 2009,
Amendment No. 6 filed on January 21, 2010 and Amendment No. 7 filed on May 11,
2010 (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 2 Dov Friedman
Street, Ramat-Gan,52503, Israel.
Item
2. Identity
and Background.
The
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.
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:
During
the last 60 days, the Reporting Persons purchased an aggregate of 16,327
Ordinary Shares of the Issuer in a series of transactions. All such
Ordinary Shares were purchased directly by Eurocom Capital Finance Ltd., or
Eurocom Capital, which is 87.5% owned by Eurocom Communications and 12.5% owned
by Or Elovitch, the son of Mr. Shaul Elovitch. The aggregate purchase
price for such 16,327 Ordinary Shares was New Israeli Shekels 1,411,090
(approximately $375,290), all of which amount was paid by Eurocom Capital from
its working capital.
Item
4. Purpose
of Transaction.
ITEM 4 OF
THE STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
The
16,327 Ordinary Shares purchased by Eurocom Capital during the last 60 days were
purchased for investment purposes. 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;
|
(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
THE STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS
FOLLOWS:
(a)
and (b)
The
Reporting Persons are the beneficial owners of 13,564,746 Ordinary Shares of the
Issuer held of record by Eurocom Communications, which constitute approximately
70.79% of the Ordinary Shares of the Issuer issued and outstanding on September
7, 2010. The Reporting Persons have shared power to vote or direct
the vote and the shared power to dispose or direct the disposition of the
13,564,746 Ordinary Shares of the Issuer held of record by Eurocom
Communications.
The
Reporting Persons are the beneficial owners of 16,327 Ordinary Shares of the
Issuer held of record by Eurocom Capital, which constitute approximately 0.09%
of the Ordinary Shares of the Issuer issued and outstanding on September 7,
2010. The Reporting Persons have shared power to vote or direct the
vote and the shared power to dispose or direct the disposition of the 16,327
Ordinary Shares of the Issuer held of record by Eurocom Capital.
Mr. Shaul
Elovitch may deemed to be the beneficial owner of 4,218 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 September 7, 2010. 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 4,218 Ordinary Shares of the Issuer
held of record by Mrs. Elovitch.
(c)
The following table sets
forth all of the transactions in the Ordinary Shares of the Issuer effected by
the Reporting Persons during the last sixty days. All such Ordinary
Shares were purchased directly by Eurocom Capital, which is 87.5% owned by
Eurocom Communications and 12.5% owned by Or Elovitch, the son of Mr. Shaul
Elovitch. All such transactions were open market purchases effected
on the Tel Aviv Stock Exchange.
|
Number
of Ordinary Shares Purchased
|
Price
Per Share (New Israelis Shekels)
|
May
26, 2010
|
2,775
|
NIS
91.25
|
August
5, 2010
|
7,152
|
NIS
71.52
|
August
9, 2010
|
5,200
|
NIS
87.17
|
August
10, 2010
|
1,200
|
NIS
86.29
|
Except
for such transactions, the Reporting Persons have not effected any transactions
in the Ordinary Shares of the Issuer during the last 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, other than with respect to the Ordinary
Shares held of record by Eurocom Capital, which is 87.5% owned by Eurocom
Communications and 12.5% owned by Or Elovitch, the son of Mr. Shaul
Elovitch, and the Ordinary Shares held of record by Mrs. Iris
Elovitch.
(e)
Not
applicable.
Item
7. Material
to be Filed as Exhibits.
None.
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:
September 7, 2010
/s/ Shaul Elovitch
Mr. Shaul Elovitch
/s/
Yossef Elovitch
Mr.
Yossef Elovitch
Eurocom
Communications Ltd
/s/
Shaul Elovitch
Name: Shaul
Elovitch
Title: Chairman
Eurocom
Communication Holdings 2005 Ltd.
/s/
Shaul Elovitch
Name: Shaul
Elovitch
Title: Chairman
Eurocom
Technologies Management (2005) Ltd.
/s/
Shaul Elovitch
Name: Shaul
Elovitch
Title: Chairman
Eurocom
Assets Ltd.
/s/
Shaul Elovitch
Name: Shaul
Elovitch
Title: Chairman
Eurocom
Assets Holdings Ltd.
/s/
Shaul Elovitch
Name: Shaul
Elovitch
Title: Chairman
Eurocom
Holdings (1979) Ltd.
/s/
Shaul Elovitch
Name: Shaul
Elovitch
Title: Chairman
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
|
Felix
Cohen
|
Chief
Financial Officer
|
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
|