Item 1. Security and Issuer.
This Amendment No. 15 (the “Amendment”) is filed by Eurocom Communications, 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, 2009, Amendment No. 4 filed on December 1, 2009, Amendment No. 5 filed on December 21, 2009, Amendment No. 6 filed on January 21, 2010, Amendment No. 7 filed on May 11, 2010, Amendment No. 8 filed on September 7, 2010, Amendment No. 9 filed on November 26, 2010, Amendment No. 10 filed on December 28, 2010, Amendment No. 11 filed on May 23, 2011, Amendment No. 12 filed on June 3, 2011, Amendment No. 13 filed on June 6, 2011 and Amendment No. 14 filed on September 8, 2011 (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, 5250301, Israel.
Item 2. Identity and Background.
ITEM 5 OF THE STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
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 of Eurocom Communications 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 5250301, Israel. Mr. Shaul Elovitch is the brother of Mr. Yossef Elovitch.
Mr. Yossef Elovitch, a citizen of Israel, serves as director of Eurocom Communications and Eurocom Holdings, and of the Issuer. Mr. Yossef Elovitch’s business address is 2 Dov Friedman Street, Ramat Gan 5250301, 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 mainly in the telecommunications business. The address of its principal office is 2 Dov Friedman Street, Ramat Gan 5250301, Israel. Eurocom Communications is 99.33% owned by Eurocom Holdings. The remaining 0.67% in Eurocom Communications is directly owned by Mr. Shaul 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 5250301, 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:
Since the last reported 13D/A, the Reporting Persons sold an aggregate of 500,000 Ordinary Shares of the Issuer effected in a private transaction on the Tel Aviv Stock Exchange. The aggregate sales price for such 500,000 Ordinary Shares was New Israeli Shekels 16,100,000 (approximately $4,516,129).
Item 4. Purpose of Transaction.
ITEM 4 OF THE STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
The 500,000 Ordinary Shares sold by Eurocom Communications since the last reported 13D/A were sold for general puposes. The Reporting Persons currently do not have any plan or proposal, which relates to or would result in:
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(i)
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The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer other than purchases in the normal course of business;
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(ii)
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An extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries;
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(iii)
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A sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries;
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(iv)
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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;
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(v)
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Any material change in the present capitalization or dividend policy of the Issuer;
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(vi)
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Any other material change in the Issuer's business or corporate structure;
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(vii)
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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;
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(viii)
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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;
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(ix)
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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
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(x)
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Any action similar to any of those enumerated above.
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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 14,664,929 Ordinary Shares of the Issuer held of record by Eurocom Communications, which constitute approximately 76.37% of the Ordinary Shares of the Issuer issued and outstanding on August 28, 2014. The Reporting Persons have shared power to vote or direct the vote and the shared power to dispose or direct the disposition of the 14,664,929 Ordinary Shares of the Issuer held of record by Eurocom Communications.
In addition, Mr. Shaul Elovitch may also deemed to be the beneficial owner of 26,893 ordinary shares held of record by his wife, Mrs. Iris Elovitch. In addition 8,300 shares are held by other family members of Mr. Shaul Elovitch. 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 26,893 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 since the last reported 13D/A. All such Ordinary Shares were sold by Eurocom Communications Ltd. in a private transaction.
Price Per Share
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Number of Ordinary Shares Sold
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Date of Sale
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(NIS)
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32.20
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500,000
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28/8/2014
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Except for such transaction, the Reporting Persons have not effected any transactions in the Ordinary Shares of the Issuer from the last reported 13D/A.
(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 Mrs. Iris Elovitch and the other family members mentioned above.
(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: August 30, 2014
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/s/ Shaul Elovitch
Mr. Shaul Elovitch
/s/ Yossef Elovitch
Mr. Yossef Elovitch
Eurocom Communications Ltd
/s/ Shaul Elovitch
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
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Position
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Shaul Elovitch
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Chairman of the Board of Directors
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Yossef Elovitch
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Director
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Amikam Shorer
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Vice Chairman
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Reuben Sgan-Cohen
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Executive Vice President
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Or Elovitch
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CEO
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Felix Cohen
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Chief Financial Officer
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Doron Turgeman
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CFO
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Ami Barlev
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VP and General Counsel
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Eurocom Holdings (1979) Ltd.
Name
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Position
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Shaul Elovitch
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Chairman of the Board of Directors
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Yossef Elovitch
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Director
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