UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Internet Gold - Golden Lines Ltd.
---------------------------------
(Name of Issuer)
Ordinary Shares, NIS 0.01 Par Value per Share
---------------------------------------------
(Title of Class of Securities)
M 56595 10 7
------------
(CUSIP Number)
Steven J. Glusband
Carter Ledyard & Milburn LLP
2 Wall Street, New York, New York 10005
(212) 238-8605
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 14, 2005
-------------------------------------------------------
(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: Euronet Communications Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 12,683,135 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 12,683,135 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 12,683,135 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 68.81%
14 TYPE OF REPORTING PERSON: CO
-----------------------------
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management 2005 Ltd.,
Eurocom Assets Ltd., Eurocom Assets Holdings Ltd, Eurocom Communications Ltd.
and Euronet Communications Ltd. are the beneficial owners of 12,683,135 Ordinary
Shares of the Issuer. Euronet Communications Ltd. directly holds 12,683,135
Ordinary Shares of the Issuer. Mr. Shaul Elovitch and his brother, Mr. Yossef
Elovitch, own 80% and 20%, respectively, of each of Eurocom Holdings (1979)
Ltd., Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies Management
2005 Ltd. and Eurocom Assets Ltd. In addition, 80% and 20% of Eurocom Assets
Holdings Ltd. is held in trust for the benefit of Mr. Shaul Elovitch and Mr.
Yossef Elovitch, respectively. Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management 2005 Ltd.,
Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd., together, hold 99.33% of
Eurocom Communications Ltd. The remaining 0.67% is held by Mr. Shaul Elovitch
directly. Eurocom Communications Ltd. holds 100% of Euronet Communications Ltd.
Accordingly, Mr. Shaul Elovitch maybe deemed to have the sole voting and
dispositive power as to the 68.81% of the ordinary shares of the Issuer held by
Euronet Communications Ltd.
2
CUSIP No. M 56595 10 7
1 NAME OF REPORTING PERSON: Eurocom Communications Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 12,683,135 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 12,683,135 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 12,683,135 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 68.81%
14 TYPE OF REPORTING PERSON: CO
-----------------------------
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management 2005 Ltd.,
Eurocom Assets Ltd., Eurocom Assets Holdings Ltd., Eurocom Communications Ltd.
and Euronet Communications Ltd. are the beneficial owners of 12,683,135 ordinary
shares of the Issuer. Euronet Communications Ltd. directly holds 12,683,135
ordinary shares of the Issuer. Mr. Shaul Elovitch and his brother, Mr. Yossef
Elovitch, own 80% and 20%, respectively, of each of Eurocom Holdings (1979)
Ltd., Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies Management
2005 Ltd. and Eurocom Assets Ltd. In addition, 80% and 20% of Eurocom Assets
Holdings Ltd. is held in trust for the benefit of Mr. Shaul Elovitch and Mr.
Yossef Elovitch, respectively. Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management 2005 Ltd.,
Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd., together, hold 99.33% of
Eurocom Communications Ltd. The remaining 0.67% is held by Mr. Shaul Elovitch
directly. Eurocom Communications Ltd. holds 100% of Euronet Communications Ltd.
Accordingly, Mr. Shaul Elovitch maybe deemed to have the sole voting and
dispositive power as to the 68.81% of the ordinary shares of the Issuer held by
Euronet Communications Ltd.
3
CUSIP No. M 56595 10 7
1 NAME OF REPORTING PERSON: Eurocom Communication Holdings 2005 Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 12,683,135 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 12,683,135 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 12,683,135 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 68.81%
14 TYPE OF REPORTING PERSON: CO
--------------------------
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management 2005 Ltd.,
Eurocom Assets Ltd., Eurocom Assets Holdings Ltd., Eurocom Communications Ltd.
and Euronet Communications Ltd. are the beneficial owners of 12,683,135 ordinary
shares of the Issuer. Euronet Communications Ltd. directly holds 12,683,135
ordinary shares of the Issuer. Mr. Shaul Elovitch and his brother, Mr. Yossef
Elovitch, own 80% and 20%, respectively, of each of Eurocom Holdings (1979)
Ltd., Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies Management
2005 Ltd. and Eurocom Assets Ltd. In addition, 80% and 20% of Eurocom Assets
Holdings Ltd. is held in trust for the benefit of Mr. Shaul Elovitch and Mr.
Yossef Elovitch, respectively. Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management 2005 Ltd.,
Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd., together, hold 99.33% of
Eurocom Communications Ltd. The remaining 0.67% is held by Mr. Shaul Elovitch
directly. Eurocom Communications Ltd. holds 100% of Euronet Communications Ltd.
Accordingly, Mr. Shaul Elovitch maybe deemed to have the sole voting and
dispositive power as to the 68.81% of the ordinary shares of the Issuer held by
Euronet Communications Ltd.
4
CUSIP No. M 56595 10 7
1 NAME OF REPORTING PERSON: Eurocom Technologies Management 2005 Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 12,683,135 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 12,683,135 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 12,683,135 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 68.81%
14 TYPE OF REPORTING PERSON: CO
----------------------------
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management 2005 Ltd.,
Eurocom Assets Ltd., Eurocom Assets Holdings Ltd., Eurocom Communications Ltd.
and Euronet Communications Ltd. are the beneficial owners of 12,683,135 ordinary
shares of the Issuer. Euronet Communications Ltd. directly holds 12,683,135
ordinary shares of the Issuer. Mr. Shaul Elovitch and his brother, Mr. Yossef
Elovitch, own 80% and 20%, respectively, of each of Eurocom Holdings (1979)
Ltd., Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies Management
2005 Ltd. and Eurocom Assets Ltd. In addition, 80% and 20% of Eurocom Assets
Holdings Ltd. is held in trust for the benefit of Mr. Shaul Elovitch and Mr.
Yossef Elovitch, respectively. Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management 2005 Ltd.,
Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd., together, hold 99.33% of
Eurocom Communications Ltd. The remaining 0.67% is held by Mr. Shaul Elovitch
directly. Eurocom Communications Ltd. holds 100% of Euronet Communications Ltd.
Accordingly, Mr. Shaul Elovitch maybe deemed to have the sole voting and
dispositive power as to the 68.81% of the ordinary shares of the Issuer held by
Euronet Communications Ltd.
5
CUSIP No. M 56595 10 7
1 NAME OF REPORTING PERSON: Eurocom Assets Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 12,683,135 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 12,683,135 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 12,683,135 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 68.81%
14 TYPE OF REPORTING PERSON: CO
----------------------------
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management 2005 Ltd.,
Eurocom Assets Ltd., Eurocom Assets Holdings Ltd., Eurocom Communications Ltd.
and Euronet Communications Ltd. are the beneficial owners of 12,683,135 ordinary
shares of the Issuer. Euronet Communications Ltd. directly holds 12,683,135
ordinary shares of the Issuer. Mr. Shaul Elovitch and his brother, Mr. Yossef
Elovitch, own 80% and 20%, respectively, of each of Eurocom Holdings (1979)
Ltd., Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies Management
2005 Ltd. and Eurocom Assets Ltd. In addition, 80% and 20% of Eurocom Assets
Holdings Ltd. is held in trust for the benefit of Mr. Shaul Elovitch and Mr.
Yossef Elovitch, respectively. Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management 2005 Ltd.,
Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd., together, hold 99.33% of
Eurocom Communications Ltd. The remaining 0.67% is held by Mr. Shaul Elovitch
directly. Eurocom Communications Ltd. holds 100% of Euronet Communications Ltd.
Accordingly, Mr. Shaul Elovitch maybe deemed to have the sole voting and
dispositive power as to the 68.81% of the 1of the Issuer held by Euronet
Communications Ltd.
6
CUSIP No. M 56595 10 7
1 NAME OF REPORTING PERSON: Eurocom Assets Holdings Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 12,683,135 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 12,683,135 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 12,683,135 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 68.81%
14 TYPE OF REPORTING PERSON: CO
-----------------------------
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management 2005 Ltd.,
Eurocom Assets Ltd., Eurocom Assets Holdings Ltd., Eurocom Communications Ltd.
and Euronet Communications Ltd. are the beneficial owners of 12,683,135 ordinary
shares of the Issuer. Euronet Communications Ltd. directly holds 12,683,135
ordinary shares of the Issuer. Mr. Shaul Elovitch and his brother, Mr. Yossef
Elovitch, own 80% and 20%, respectively, of each of Eurocom Holdings (1979)
Ltd., Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies Management
2005 Ltd. and Eurocom Assets Ltd. In addition, 80% and 20% of Eurocom Assets
Holdings Ltd. is held in trust for the benefit of Mr. Shaul Elovitch and Mr.
Yossef Elovitch, respectively. Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management 2005 Ltd.,
Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd., together, hold 99.33% of
Eurocom Communications Ltd. The remaining 0.67% is held by Mr. Shaul Elovitch
directly. Eurocom Communications Ltd. holds 100% of Euronet Communications Ltd.
Accordingly, Mr. Shaul Elovitch maybe deemed to have the sole voting and
dispositive power as to the 68.81% of the ordinary shares of the Issuer held by
Euronet Communications Ltd.
7
CUSIP No. M 56595 10 7
1 NAME OF REPORTING PERSON: Eurocom Holdings (1979) Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 12,683,135 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 12,683,135 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 12,683,135 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 68.81%
14 TYPE OF REPORTING PERSON: CO
-----------------------------
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management 2005 Ltd.,
Eurocom Assets Ltd., Eurocom Assets Holdings Ltd., Eurocom Communications Ltd.
and Euronet Communications Ltd. are the beneficial owners of 12,683,135 ordinary
shares of the Issuer. Euronet Communications Ltd. directly holds 12,683,135
ordinary shares of the Issuer. Mr. Shaul Elovitch and his brother, Mr. Yossef
Elovitch, own 80% and 20%, respectively, of each of Eurocom Holdings (1979)
Ltd., Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies Management
2005 Ltd. and Eurocom Assets Ltd. In addition, 80% and 20% of Eurocom Assets
Holdings Ltd. is held in trust for the benefit of Mr. Shaul Elovitch and Mr.
Yossef Elovitch, respectively. Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management 2005 Ltd.,
Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd., together, hold 99.33% of
Eurocom Communications Ltd. The remaining 0.67% is held by Mr. Shaul Elovitch
directly. Eurocom Communications Ltd. holds 100% of Euronet Communications Ltd.
Accordingly, Mr. Shaul Elovitch maybe deemed to have the sole voting and
dispositive power as to the 68.81% of the ordinary shares of the Issuer held by
Euronet Communications Ltd.
8
CUSIP No. M 56595 10 7
1 NAME OF REPORTING PERSON: Shaul Elovitch
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 12,683,135 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 12,683,135 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 12,683,135 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 68.81%
14 TYPE OF REPORTING PERSON: IN
----------------------------
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management 2005 Ltd.,
Eurocom Assets Ltd., Eurocom Assets Holdings Ltd, Eurocom Communications Ltd.
and Euronet Communications Ltd. are the beneficial owners of 12,683,135 ordinary
shares of the Issuer. Euronet Communications Ltd. directly holds 12,683,135
ordinary shares of the Issuer. Mr. Shaul Elovitch and his brother, Mr. Yossef
Elovitch, own 80% and 20%, respectively, of each of Eurocom Holdings (1979)
Ltd., Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies Management
2005 Ltd. and Eurocom Assets Ltd. In addition, 80% and 20% of Eurocom Assets
Holdings Ltd. is held in trust for the benefit of Mr. Shaul Elovitch and Mr.
Yossef Elovitch, respectively. Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management 2005 Ltd.,
Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd., together, hold 99.33% of
Eurocom Communications Ltd. The remaining 0.67% is held by Mr. Shaul Elovitch
directly. Eurocom Communications Ltd. holds 100% of Euronet Communications Ltd.
Accordingly, Mr. Shaul Elovitch maybe deemed to have the sole voting and
dispositive power as to the 68.81% of the ordinary shares of the Issuer held by
Euronet Communications Ltd.
9
CUSIP No. M 56595 10 7
1 NAME OF REPORTING PERSON: Yossef Elovitch
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 12,683,135 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 12,683,135 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 12,683,135 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 68.81%
14 TYPE OF REPORTING PERSON: IN
-----------------------------
* Mr. Shaul Elovitch, Mr. Yossef Elovitch, Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management 2005 Ltd.,
Eurocom Assets Ltd., Eurocom Assets Holdings Ltd., Eurocom Communications Ltd.
and Euronet Communications Ltd. are the beneficial owners of 12,683,135 ordinary
shares of the Issuer. Euronet Communications Ltd. directly holds 12,683,135
ordinary shares of the Issuer. Mr. Shaul Elovitch and his brother, Mr. Yossef
Elovitch, own 80% and 20%, respectively, of each of Eurocom Holdings (1979)
Ltd., Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies Management
2005 Ltd. and Eurocom Assets Ltd. In addition, 80% and 20% of Eurocom Assets
Holdings Ltd. is held in trust for the benefit of Mr. Shaul Elovitch and Mr.
Yossef Elovitch, respectively. Eurocom Holdings (1979) Ltd., Eurocom
Communication Holdings 2005 Ltd., Eurocom Technologies Management 2005 Ltd.,
Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd., together, hold 99.33% of
Eurocom Communications Ltd. The remaining 0.67% is held by Mr. Shaul Elovitch
directly. Eurocom Communications Ltd. holds 100% of Euronet Communications Ltd.
Accordingly, Mr. Shaul Elovitch maybe deemed to have the sole voting and
dispositive power as to the 68.81% of the ordinary shares of the Issuer held by
Euronet Communications Ltd.
10
This Amendment No. 1 to the Statement on Schedule 13D dated June 17,
2005, is being filed to report a change in the identity of the holders of an
aggregate of 12,683,135 ordinary shares, nominal par value NIS 0.01 per share,
of Internet Gold-Golden Lines Ltd. (the "Issuer"), an Israeli company whose
principal executive offices are located at 1 Alexander Yanai Street,
Petach-Tikva, Israel.
Item 2. Identity and Background
This Statement is being filed by Euronet Communications Ltd.
("Euronet"), 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.
Mr. Shaul Elovitch, a citizen of Israel, is principally employed as the
Chairman of the board of directors and Chief Executive Officer of Euronet,
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, Israel 52141.
Mr. Yossef Elovitch, a citizen of Israel, is principally employed as
director of Euronet, Eurocom Communications, Eurocom Communication Holdings,
Eurocom Technologies, Eurocom Assets, Eurocom Assets Holdings and Eurocom
Holdings, and of the Issuer. Mr. Yossef Elovitch's business address is 2 Dov
Friedman Street, Ramat Gan, Israel 52141. Mr. Yossef Elovitch is the brother of
Mr. Shaul Elovitch.
Euronet 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, Israel 52141. Euronet is 100% owned Eurocom Communications.
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, Israel 52141. Eurocom Communications is 50.33% owned
by Eurocom Holdings and, subject to the closing of the transaction described
below, 49.00% owned by Eurocom Communication Holdings, Eurocom Technologies,
Eurocom Assets, Eurocom Assets Holdings together.
Eurocom Communication Holdings is a privately held holding company
incorporated under the laws of the State of Israel. The address of its principal
business and principal office is 2 Dov Friedman Street, Ramat Gan, Israel 52141.
Eurocom Communication Holdings is 80% owned by Mr. Shaul Elovitch and 20% owned
by Mr. Yossef Elovitch.
11
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, Israel 52141. 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, Israel 52141. 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, Israel 52141. Eurocom Assets
Holdings is held in trust by M.Z.N.-R.B. TRUSTEES LTD., for the benefit of Mr.
Shaul Elovitch (80%) and Mr. Yossef Elovitch (20%).
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, Israel 52141. Eurocom Holdings is 80% owned by Mr.
Shaul Elovitch and 20% owned by Mr. Yossef Elovitch.
During the last five years, none of Euronet, Eurocom Communications,
Eurocom Communication Holdings, Eurocom Technologies, Eurocom Assets, Eurocom
Assets Holdings, Eurocom Holdings Mr. Shaul Elovitch or Mr. Yossef Elovitch 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.
On July 14, 2005, Eurocom Communication Holdings, Eurocom
Technologies, Eurocom Assets and Eurocom Assets Holdings purchased from Arison
Investments Ltd. its 49% interest in Eurocom Communications. As a result of this
transaction, Eurocom Holdings, Eurocom Communication Holdings, Eurocom
Technologies, Eurocom Assets and Eurocom Assets Holdings are together the owner
of 99.33% of Eurocom Communications Ltd. The remaining 0.67% is owned directly
by Mr. Shaul Elovitch. Eurocom Communications owns 100% of Euronet, which holds
68.81% of the outstanding shares of the Issuer (12,683,135 ordinary shares).
Item 4. Purpose of Transaction.
Euronet, Eurocom Communications, Eurocom Communication Holdings,
Eurocom Technologies, Eurocom Assets, Eurocom Assets Holdings, Eurocom
Holdings, Mr. Shaul Elovitch and Mr. Yossef Elovitch are currently
investigating their investment opportunities with
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respect to their ownership interest in the Issuer. Although Euronet, Eurocom
Communications, Eurocom Communication Holdings, Eurocom Technologies,
Eurocom Assets, Eurocom Assets Holding, Eurocom Holdings, Mr. Shaul Elovitch
and Mr. Yossef Elovitch have not made any determination as yet, their investment
decisions could result in:
(a) the acquisition of additional securities of the Issuer; or
(b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its
subsidiaries.
Item 5. Interest in Securities of the Issuer.
(a) Euronet, Eurocom Communications, Eurocom Communication Holdings,
Eurocom Technologies, Eurocom Assets, Eurocom Assets Holding, Eurocom Holdings,
Mr. Shaul Elovitch and Mr. Yossef Elovitch are the beneficial owners of
12,683,135 ordinary shares, which constitutes approximately 68.81% of the
outstanding ordinary shares of the Issuer.
(b) Euronet, Eurocom Communications, Eurocom Communication Holdings,
Eurocom Technologies, Eurocom Assets, Eurocom Assets Holdings, Eurocom Holdings,
Mr. Shaul Elovitch and Mr. Yossef Elovitch have shared power to vote or direct
the vote and the shared power to dispose or direct the disposition of the
12,683,135 ordinary shares currently beneficially owned by Euronet, Eurocom
Communications, Eurocom Communication Holdings, Eurocom Technologies, Eurocom
Assets, Eurocom Assets Holding, Eurocom Holdings, Mr. Shaul Elovitch and Mr.
Yossef Elovitch.
(c) No transactions were effected in the ordinary shares of the Issuer
by Euronet during the past sixty days.
(d) No person other than Euronet 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 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The Issuer granted Euronet registration rights under the U.S.
Securities Act with respect to its shares, giving Euronet rights to include its
shares in any registration statement filed by the Issuer following its 1999
initial public offering excluding any registration of employees' shares on Form
S-8 or a similar form; and to demand registration of its shares at any time
after February 2000, in each case subject to certain conditions.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Joint Filing Agreement
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SIGNATURE
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 3, 2005
/s/Shaul Elovitch
-----------------
Mr. Shaul Elovitch
/s/Yossef Elovitch
------------------
Mr. Yossef Elovitch
Euronet Communications Ltd.
/s/Shaul Elovitch
-----------------
Name: Shaul Elovitch
Title: Chairman
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
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Eurocom Assets Ltd.
/s/Shaul Elovitch
-----------------
Name: Shaul Elovitch
Title: Chairman
Eurocom Assets Holdings Ltd.
/s/Moshe H. Ne'eman
-------------------
Name: Moshe H. Ne'eman
Title: Trustee
Eurocom Holdings (1979) Ltd.
/s/Shaul Elovitch
-----------------
Name: Shaul Elovitch
Title: Chairman
15