UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Amendment
No. 19
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)
January
13, 2016
(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).
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)
☒
(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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER: -0-
|
8 |
SHARED
VOTING POWER: 12,719,807 Ordinary Shares*
|
9 |
SOLE
DISPOSITIVE POWER: -0-
|
10 |
SHARED
DISPOSITIVE POWER: 12,719,807 Ordinary Shares*
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 12,719,807 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): 66.24%**
|
14 |
TYPE
OF REPORTING PERSON: CO
|
*
Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Communications Ltd, or Eurocom Communications, and Eurocom Holdings (1979) Ltd.,
or Eurocom Holdings, are the beneficial owners of 12,719,807 ordinary shares of the Issuer that are held by Eurocom Communications
(925,000 of these shares are held directly by a joint account of Messrs. Shaul and Yossef Elovitch). 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 99.33% owned by Eurocom Holdings.
The remaining 0.67% interest 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 of record directly by
Eurocom Communications.
**
Based on 19,203,186 Ordinary Shares that the Issuer advised were issued and outstanding (which excludes 5,862,615 Ordinary Shares
held as treasury stock) as of January 15, 2016.
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)
☒
(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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER: -0-
|
8 |
SHARED
VOTING POWER: 12,719,807 Ordinary Shares*
|
9 |
SOLE
DISPOSITIVE POWER: -0-
|
10 |
SHARED
DISPOSITIVE POWER: 12,719,807 Ordinary Shares*
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 12,719,807 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): 66.24%**
|
14 |
TYPE
OF REPORTING PERSON: CO
|
*
Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Communications Ltd, or Eurocom Communications, and Eurocom Holdings (1979) Ltd.,
or Eurocom Holdings, are the beneficial owners of 12,719,807 ordinary shares of the Issuer that are held by Eurocom Communications
(925,000 of these shares are held directly by a joint account of Messrs. Shaul and Yossef Elovitch). 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 99.33% owned by Eurocom Holdings.
The remaining 0.67% interest 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 of record directly by
Eurocom Communications.
**
Based on 19,203,186 Ordinary Shares that the Issuer advised were issued and outstanding (which excludes 5,862,615 Ordinary Shares
held as treasury stock) as of January 15, 2016.
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)
☒
(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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER: -0-
|
8 |
SHARED
VOTING POWER: 12,755,000 Ordinary Shares *
|
9 |
SOLE
DISPOSITIVE POWER: -0-
|
10 |
SHARED
DISPOSITIVE POWER: 12,755,000 Ordinary Shares *
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 12,755,000 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): 66.42%**
|
14 |
TYPE
OF REPORTING PERSON: IN
|
*
Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Communications Ltd, or Eurocom Communications, and Eurocom Holdings (1979) Ltd.,
or Eurocom Holdings, are the beneficial owners of 12,719,807 ordinary shares of the Issuer that are held by Eurocom Communications
(925,000 of these shares are held directly by a joint account of Messrs. Shaul and Yossef Elovitch). 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 99.33% owned by Eurocom Holdings.
The remaining 0.67% interest 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 of record directly by
Eurocom Communications. Mr. Shaul Elovitch may also deem to be the beneficial owner of 26,893 ordinary shares held of record by
his wife, Mrs. Iris Elovitch. In addition, the above includes 8,300 shares that are held by other family members of Mr. Shaul
Elovitch.
**
Based on 19,203,186 Ordinary Shares that the Issuer advised were issued and outstanding (which excludes 5,862,615 Ordinary Shares
held as treasury stock) as of January 15, 2016.
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)
☒
(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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER: -0-
|
8 |
SHARED
VOTING POWER: 12,719,807 Ordinary Shares*
|
9 |
SOLE
DISPOSITIVE POWER: -0-
|
10 |
SHARED
DISPOSITIVE POWER: 12,719,807 Ordinary Shares*
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 12,719,807 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): 66.24%**
|
14 |
TYPE
OF REPORTING PERSON: IN
|
*
Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Communications Ltd, or Eurocom Communications, and Eurocom Holdings (1979) Ltd.,
or Eurocom Holdings, are the beneficial owners of 12,719,807 ordinary shares of the Issuer that are held by Eurocom Communications
(925,000 of these shares are held directly by a joint account of Messrs. Shaul and Yossef Elovitch). 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 99.33% owned by Eurocom Holdings.
The remaining 0.67% interest 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 of record directly by
Eurocom Communications.
**
Based on 19,203,186 Ordinary Shares that the Issuer advised were issued and outstanding (which excludes 5,862,615 Ordinary Shares
held as treasury stock) as of January 15, 2016.
Item
1. Security and Issuer.
This
Amendment No. 19 (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, Amendment No. 14 filed on September 8, 2011, Amendment No. 15 filed on September 2, 2014, Amendment No. 16 filed
on October 2, 2014, Amendment No. 17 filed on November 28, 2014, and Amendment No. 18 filed on December 4, 2015 (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 primarily
engaged 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 389,122 Ordinary Shares of the Issuer effected in private
transactions in Israel. The aggregate sales price for such 389,122 Ordinary Shares was approximately $4.1 million.
Item
4. Purpose of Transaction.
ITEM
4 OF THE STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
The
389,122 Ordinary Shares sold by Eurocom Communications since the last reported 13D/A were sold in order to provide funds to be
used for general corporate 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 other than
purchases in the normal course of business; |
|
(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 12,719,807 Ordinary Shares of the Issuer held of record by Eurocom Communications
(925,000 of these shares are held directly by a joint account of Messrs. Shaul and Yossef Elovitch) - which constitute approximately
66.24% of the Ordinary Shares of the Issuer issued and outstanding on January 15, 2016. The Reporting Persons have shared power
to vote or direct the vote and the shared power to dispose or direct the disposition of the Ordinary Shares of the Issuer held
of record directly 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. Messrs. Shaul and Yossef 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 925,000 Ordinary
Shares of the Issuer held of record directly by them.
(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 private transactions.
Date of Sale | |
Number of Ordinary Shares Sold | |
Price Per Share |
| |
| |
|
12/25/2015 | |
12,000 | |
NIS 43.17 |
12/31/2015 | |
150,000 | |
NIS 43.39 |
01/07/2016 | |
5,150 | |
NIS 42.72 |
01/08/2016 | |
5,962 | |
NIS 41.70 |
01/12/2016 | |
9,033 | |
NIS 41.58 |
01/13/2016 | |
6,977 | |
NIS 42.58 |
01/13/2016
| |
200,000 | |
NIS 40.3
|
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:
January 15, 2016
|
/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 |
Schedule
1
List
of Officers and Directors
Eurocom
Communications Ltd.
Name |
|
Position |
Shaul
Elovitch |
|
Chairman
of the Board of Directors |
Yossef
Elovitch |
|
Director |
Amikam
Shorer |
|
Vice
Chairman |
Reuben
Sgan-Cohen |
|
Executive
Vice President |
Or
Elovitch |
|
CEO |
Felix
Cohen |
|
Chief
Financial Officer |
Doron
Turgeman |
|
CFO |
Ami
Barlev |
|
VP
and General Counsel |
Eurocom
Holdings (1979) Ltd.
Name |
|
Position |
Shaul
Elovitch |
|
Chairman
of the Board of Directors |
Yossef
Elovitch |
|
Director |
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