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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 17)
______________________________
TELECOM ITALIA S.P.A.
(Name of Issuer)
ORDINARY SHARES OF EURO 0.55 PAR VALUE EACH 87927W10
(Title of class of securities) (CUSIP number)
ALEXANDER ROSENZWEIG, ESQ.
VICE PRESIDENT AND CHIEF LEGAL OFFICER
PIRELLI NORTH AMERICA, INC.
246 STONERIDGE DRIVE
SUITE 400
COLUMBIA, SOUTH CAROLINA 29210
(803) 951-1040
WITH A COPY TO:
ELLEN J. ODONER, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
(Name, address and telephone number of person authorized
to receive notices and communications)
FEBRUARY 21, 2003
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule
13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
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CUSIP No. 87927W10 13D Page 2 of 9
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1 NAME OF REPORTING PERSON PIRELLI S.p.A.
I.R.S. IDENTIFICATION NO. Not Applicable OF
ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: BK, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Italy
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7 SOLE VOTING POWER: 0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------
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8 SHARED VOTING POWER: 2,891,656,682
(See Item 5)
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---------------------- ------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER: 0
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---------------------- ------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 2,891,656,682
(See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 2,891,656,682
(See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 54.96%
(See Item 5)
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14 TYPE OF REPORTING PERSON: CO
2
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CUSIP No. 87927W10 13D Page 3 of 9
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1 NAME OF REPORTING PERSON Olimpia S.p.A.
I.R.S. IDENTIFICATION NO. Not Applicable OF
ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
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3 SEC USE ONLY
---------------------------- ---------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: WC
---------------------------- ---------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ]
---------------------------- ---------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Italy
---------------------------- --- ---------------------- ------------------------------------------------------------------------
7 SOLE VOTING POWER: 0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------
---------------------- ------------------------------------------------------------------------
8 SHARED VOTING POWER: See Item 5
----------------------------
---------------------- ------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER: 0
----------------------------
---------------------- ------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER: See Item 5
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: See Item 5
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----------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [ ]
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----------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): See Item 5
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14 TYPE OF REPORTING PERSON: CO
3
This Amendment No. 17 amends the Statement on Schedule 13D dated
August 9, 2001, as amended (as previously amended, the "Statement on Schedule
13D"), filed by Pirelli S.p.A., a company incorporated under the laws of the
Republic of Italy ("Pirelli"), and, commencing with Amendment No. 1 thereto,
Olimpia S.p.A., a company incorporated under the laws of the Republic of Italy
(the "Purchaser" or "Olimpia"), with respect to the ordinary shares, euro 0.55
par value per share, of Telecom Italia S.p.A., a company incorporated under the
laws of the Republic of Italy. Capitalized terms used in this Amendment without
definition have the meanings ascribed to them in the Statement on Schedule 13D.
Pirelli, Olimpia, Edizione Holding and Edizione Finance (as defined
below), UCI, BCI and, as discussed in Items 4 and 6 of Amendment No. 14 to the
Statement on Schedule 13D, Hopa are members of a group with respect to the
Telecom Italia Shares. This Amendment constitutes a separate filing on Schedule
13D by Pirelli and Olimpia in accordance with Rule 13d-1(k)(2) under the
Securities Exchange Act of 1934. Pirelli and Olimpia are responsible solely for
the information contained in their separate filing, except that information
contained in the Statement on Schedule 13D concerning any director or officer of
Olimpia nominated by Edizione Holding, UCI, BCI or Hopa has been provided by the
nominating person.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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The information contained in Item 6 below is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
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The information contained in Item 6 below is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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The information contained in Item 6 below is incorporated herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER
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On February 21, 2003, Pirelli, Edizione Finance International S.A.
("Edizione Finance"), BCI, UCI (collectively, the "Present Olimpia
Shareholders"), Edizione Holding (as guarantor of Edizione Finance's
obligations), Olimpia and Hopa entered into an agreement (the "Hopa Agreement")
reflecting the contents of the Hopa Term Sheet. A copy of the Hopa Agreement is
filed as Exhibit 44.
Pursuant to the Hopa Agreement, the parties have agreed, subject to
certain terms and conditions, to effect the Merger (as that term is defined in
Amendment No. 14 to the Statement on Schedule 13D) by merging Holy into Olimpia
as soon as permitted by law. (Italian law imposes a waiting period of at least
two months between the date that a company's shareholders formally resolve to
effect a merger and the date that such merger may be effected. Duly convened
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shareholders meetings of Holy and Olimpia resolved to effect the Merger on
February 28, 2003 and March 3, 2003, respectively.)
Following the Merger, the share capital of Olimpia will be held by
Pirelli, Edizione Finance, Hopa, UCI and BCI in the following respective
proportions: 50.4%, 16.8%, 16%, 8.4% and 8.4%. Hopa will have the right to
appoint one of the ten members of Olimpia's Board of Directors. Any person
nominated by Hopa to replace a member appointed by it requires the consent of
Pirelli, which is not to be unreasonably withheld. In addition, the Present
Olimpia Shareholders have agreed that, to the extent permitted by law, they will
seek to cause one directorship on the Board of Directors of each of Olivetti,
Telecom Italia, Seat and TIM to be filled by a person nominated by Hopa as soon
as possible after the Merger (and, in any event, within sixty days after the
effective date thereof).
Subject to certain exceptions, the parties undertake not to acquire
any Olivetti Shares during the term of the Hopa Agreement. Olimpia is permitted
to acquire Olivetti Shares provided that the aggregate number of Olivetti Shares
held by Olimpia, the Present Olimpia Shareholders, Hopa, the Hopa Controlling
Companies (as that term is defined in Amendment No. 14 to the Statement on
Schedule 13D), Holinvest and certain other subsidiaries of Hopa does not exceed
30% of the total number of Olivetti Shares outstanding. The Present Olimpia
Shareholders agree that, during the term of the Hopa Agreement, Olimpia (i) will
hold no assets other than Olivetti securities (or instruments giving certain
rights with respect thereto) and the holding in Holinvest to be received by
Olimpia in connection with the Merger, (ii) will maintain a debt to equity ratio
of less than or equal to 1:1 and (iii) will not transfer any portion of its
holding in Olivetti to any affiliate of either Olimpia or any of the Present
Olimpia Shareholders.
Under the Hopa Agreement, Hopa has certain co-sale rights with
respect to transfers by Pirelli of any of its shares in Olimpia. In addition,
Holinvest has certain co-sale rights with respect to transfers by Olimpia of
Olivetti securities (or instruments giving rights to acquire Olivetti Shares)
that would reduce Olimpia's proportional holding of the total number of Olivetti
Shares outstanding to less than 25% (or would further reduce it below such
level).
Subject to certain exceptions, the Hopa Agreement will remain in
effect for an initial period of three years following the effective date of the
Merger, and shall automatically be renewed for successive periods of three years
if no party thereto gives a notice of withdrawal in the manner prescribed. If
the Hopa Agreement is not so renewed, then the Spin-Off and the Holinvest
Spin-Off (each as defined below) will be required to be effected within six
months after the expiration of the then current term. The Hopa Agreement may be
terminated prior to the expiration of the then current term in the event of a
Hopa Deadlock arising from a Special Hopa Deadlock Matter (each as defined
below). The Hopa Agreement will also be terminated in the event that certain
financial experts identified in the agreement file a report which finds that the
consideration to be paid in connection with the Merger is inadequate to either
Olimpia or Hopa, and the parties to the agreement do not formally agree upon an
appropriate adjustment to be made to the amount of the Merger consideration
within thirty days after such report is filed.
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The "Spin-Off" is defined in the Hopa Agreement to mean the
distribution by Olimpia to Hopa of a proportion of Olimpia's assets (and the
assumption by Hopa of a proportion of Olimpia's liabilities) which is equal to
Hopa's proportional shareholding of Olimpia. (As an alternative to conducting
the Spin-Off, the Present Olimpia Shareholders may elect to liquidate Hopa and
make a cash payment in respect of Hopa's proportional share of Olimpia's assets
of an amount to be calculated by reference to a formula contained in the Hopa
Agreement.) The "Holinvest Spin-Off" means the distribution by Holinvest to
Olimpia of a proportion of the Holinvest's assets (and the assumption by Olimpia
of a proportion of Holinvest's liabilities) which is equal to Olimpia's
proportional shareholding of Holinvest. (As an alternative to conducting the
Holinvest Spin-Off, Hopa may elect to liquidate Olimpia and make a cash payment
in respect of Olimpia's proportional share of Holinvest's assets of an amount to
be calculated by reference to a formula contained in the Hopa Agreement.)
The Hopa Agreement prescribes certain procedures to be
observed in the event of a disagreement or deadlock (a "Hopa Deadlock") between
the Present Olimpia Shareholders (or their respective nominees), on the one
hand, and Hopa (or its nominee), on the other hand, with respect to the passage
of a resolution by either an Extraordinary Shareholders Meeting or the Board of
Directors of Olimpia concerning any Hopa Deadlock Matter. A "Hopa Deadlock
Matter" is any of the following items: (a) any resolution of Olimpia's Board of
Directors relating to (i) determinations as to how Olimpia will vote its
Olivetti Shares at any Extraordinary Shareholders Meeting of Olivetti, (ii) the
purchase or sale by Olimpia of securities with a value exceeding euro
100,000,000 within any calendar year, (iii) borrowings by Olimipa from third
parties or any action that will cause Olimpia's debt to equity ratio to exceed
1:1, or (iv) proposals to be submitted to any Extraordinary Shareholders Meeting
of Olimpia; and (b) any resolution of an Extraordinary Shareholders Meeting of
Olimpia that (i) rejects a proposal submitted to it by the Board of Directors
which the respective directors nominated by each of the Present Olimpia
Shareholders and Hopa voted in favor of, or (ii) adopts a proposal submitted to
it by the Board of Directors which the director nominated by Hopa did not vote
in favor of.
If a Hopa Deadlock arises, the parties must meet in an effort to
resolve their disagreements in good faith. If this effort is unsuccessful, Hopa
will be required to abstain (or cause its nominee to abstain) from voting at the
applicable Extraordinary Shareholders Meeting or meeting of the Board of
Directors of Olimpia. In that event, Hopa will have the right to require that
the Spin-Off and the Holinvest Spin-Off (each as defined below) are effected
within six months after the third anniversary of either the effective date of
the Merger or the expiration of any renewal period of the Hopa Agreement, as
applicable. In certain circumstances (each such circumstance, a "Special Hopa
Deadlock Matter"), Hopa may require that the Spin-Off and the Holinvest Spin-Off
be effected within six months after Hopa notifies the Present Olimpia
Shareholders of the occurrence of such Special Deadlock Matter. "Special
Deadlock Matters" include, subject to certain exceptions, (i) any determination
to merge Olimpia or Olivetti with any of their respective downstream affiliates,
(ii) any decrease in Olimpia's proportional holding of Olivetti voting
securities to less than 25%, (iii) any change in Olimpia's debt/equity ratio so
that it exceeds 1:1, and (iv) a determination by any of the Present Olimpia
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Shareholders to transfer any of its Olimpia shares to (a) any third party that
makes an in-kind payment in respect of such transfer and does not agree to
assume the obligations to Hopa contained in the Hopa Agreement, or (b) any of
its affiliates where the consideration paid by such affiliate in respect of such
transfer reflects an underlying price of less than euro 0.60 per security more
than the market price of the Olivetti securities (or instruments giving certain
rights with respect thereto) held by Olimpia.
Olimpia is required to pay to Hopa a premium amount on any Olivetti
Shares (or instruments giving rights with respect thereto) distributed to Hopa
in connection with the Spin-Off. The amount of the premium will be equal to euro
0.60 per Olivetti Share in the event that the Spin-Off is triggered by a Hopa
Deadlock unless (i) it is found by an arbitrator that Hopa did not act in good
faith in requiring that the Spin-Off be effected in connection with the
occurrence of a Hopa Deadlock Matter, in which case the amount of the premium
will be equal to 0.35 per Olivetti Share, or (ii) Olimpia's proportional holding
of Olivetti voting securities falls below 25%, in which case the amount of the
premium will be equal to euro 0.70. The amount of the premium will be at least
euro 0.35 per Olivetti Share in the event that the Spin-Off is triggered by the
failure of the parties to renew the Hopa Agreement.
As reported in Amendment No. 14 to the Statement on Schedule 13D,
Holy has a 19.999% equity interest in Holinvest. (The remaining equity of
Holinvest is held by Hopa.) Pursuant to the Hopa Agreement, Olimpia will have
the right to appoint one of the seven members of Holinvest's Board of Directors.
During the period commencing on the date of the Hopa Agreement and expiring on
the date which is 20 months after the effective date of the Merger (the
"Holinvest Lock-Up Period"), Hopa is not permitted to transfer to any party any
portion of its holding in Holinvest, or enter into any agreement that transfers
the economic benefit or risk of ownership thereof. In addition, during the
Holinvest Lock-Up Period, Hopa must ensure that Holinvest does not transfer to
any party any of the Olivetti Bonds, Olivetti Convertible Bonds or Olivetti
Financial Instruments (as defined in Amendment No. 14 to the Statement on
Schedule 13D) held by it as of the date of the Hopa Agreement, or enter into any
agreement that transfers the economic benefit or risk of ownership thereof.
After the expiration of the Holinvest Lock-Up Period, Olimpia will have certain
pre-emption rights with respect to transfers by Holinvest of such securities and
instruments, and, upon the expiration of the initial three year term of the Hopa
Agreement, Hopa will cause Holinvest to enter into an agreement with Olimpia
that grants to Olimpia certain preemption rights with respect to transfers of
its holdings of such securities and instruments, and of Olivetti Shares, that
occur after the effective date of the Spin-Off.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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44. Agreement, dated as of February 21, 2003, by and among
Pirelli, Edizione Finance, Edizione Holding, BCI, UCI,
Olimpia and Hopa [English translation]
7
SIGNATURES
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: March 26, 2003
PIRELLI S.p.A.
By: /s/ Anna Chiara Svelto
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Name: Anna Chiara Svelto
Title: Attorney-in-fact
OLIMPIA S.p.A.
By: /s/ Luciano Gobbi
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Name: Luciano Gobbi
Title: Director and Attorney-in-fact
8
EXHIBIT INDEX
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Exhibit No.
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44. Agreement, dated as of February 21, 2003, by and
among Pirelli, Edizione Finance, Edizione Holding,
BCI, UCI, Olimpia and Hopa [English translation]