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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
(Amendment No. 13)
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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)
Dott. Gianni Mion
Edizione Holding S.p.A.
Calmaggiore 23
31100 Treviso
Italy
(+39) 0422-5995
With a copy to:
Michael S. Immordino, Esq.
Latham & Watkins
99 Bishopsgate
London EC2M 3XF
England
(+44) 207-710-1076
(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)
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(Page 1 of 12)
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CUSIP No. 87927W10 13D
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1 NAME OF REPORTING PERSON EDIZIONE HOLDING S.p.A.
I.R.S. IDENTIFICATION NO. Not Applicable
OF ABOVE PERSON
---------------- ----------------------------------------------------------------------------------------------
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 ITEM 2(d) OR 2(e): [ ]
---------------- ----------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Italy
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NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
----------------- --------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 2,891,656,682
OWNED BY (See Item 5)
----------------- --------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING ----------------- --------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 2,891,656,682
PERSON WITH (See Item 5)
---------------- ----------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 2,891,656,682
(See Item 5)
---------------- ----------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [ ]
---------------- ----------------------------------------------------------------------------------------------
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
(Page 2)
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CUSIP No. 87927W10 13D
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1 NAME OF REPORTING PERSON EDIZIONE FINANCE INTERNATIONAL S.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) [ ]
---------------- ----------------------------------------------------------------------------------------------
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
---------------- ----------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
----------------- --------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 2,891,656,682
OWNED BY (See Item 5)
----------------- --------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING ----------------- --------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 2,891,656,682
PERSON WITH (See Item 5)
---------------- ----------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 2,891,656,682
(See Item 5)
---------------- ----------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [ ]
---------------- ----------------------------------------------------------------------------------------------
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
(Page 3)
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CUSIP No. 87927W10 13D
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1 NAME OF REPORTING PERSON RAGIONE S.a.p.a. DI GILBERTO
I.R.S. IDENTIFICATION NO. BENETTON E C.
OF ABOVE PERSON Not Applicable
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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 ITEM 2(d) OR 2(e): [ ]
---------------- ----------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Italy
---------------- ----------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
----------------- --------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 2,891,656,682
OWNED BY (See Item 5)
----------------- --------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING ----------------- --------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 2,891,656,682
PERSON WITH (See Item 5)
---------------- ----------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 2,891,656,682
(See Item 5)
---------------- ----------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [ ]
---------------- ----------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 54.96%
(See Item 5)
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14 TYPE OF REPORTING PERSON: PN
(Page 4)
This Amendment No. 13 amends the Statement on Schedule 13D dated August 9,
2001, as amended (as previously amended, the "Statement on Schedule 13D") filed
by Edizione Holding S.p.A., a company incorporated under the laws of the
Republic of Italy ("Edizione Holding"), Edizione Finance International S.A., a
company incorporated in the Duchy of Luxembourg ("Edizione Finance"), and
Ragione S.a.p.a. di Gilberto Benetton e C., a partnership organized under the
laws of the Republic of Italy ("Ragione") (Edizione Holding, Edizione Finance
and Ragione, are collectively referred to herein as the "Edizione Reporting
Persons") 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.
This Amendment is being filed by each of the Edizione Reporting Persons.
Pirelli, the Purchaser, Edizione Holding, UCI, BCI, and, as discussed in Items 4
and 6 of Amendment No. 10 to the Statement on Schedule 13D, Hopa are members of
a group with respect to the Telecom Italia Shares. The Edizione Reporting
Persons are making a separate filing on Schedule 13D in accordance with Rule
13d-1(k)(2) under the Securities Exchange Act of 1934 and are responsible solely
for the information contained in this filing, except that information contained
in the Statement on Schedule 13D concerning any director or officer of the
Purchaser nominated by Pirelli, UCI, BCI or Hopa has been provided by the
nominating person.
Item 3. Source and Amount of Funds or Other Consideration
The information contained in Item 6 below is incorporated herein by reference.
Item 4. Purpose of Transaction
The information contained in Item 6 below is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
The information contained in Item 6 below is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer
On February 21, 2003, Pirelli, 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 33.
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. 10 to the Statement on Schedule 13D) by merging Holy into Olimpia as soon as
permitted by law.
(Page 5)
(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 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. 10 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
(Page 6)
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.
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
(Page 7)
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 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. 10 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. 10 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
33. Agreement, dated as of February 21, 2003, by and among Pirelli,
Edizione Finance, Edizione Holding, BCI, UCI, Olimpia and Hopa
[English translation]
(Page 8)
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: April 3, 2003
EDIZIONE HOLDING S.p.A.
By: /s/ Gianni Mion
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Name: Gianni Mion
Title: Chief Executive Officer
(Page 9)
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: April 3, 2003
EDIZIONE FINANCE INTERNATIONAL S.A.
By: /s/ Gustave Stoffel
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Name: Gustave Stoffel
Title: Director
(Page 10)
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: April 3, 2003
RAGIONE S.a.p.a DI GILBERTO
BENETTON E C.
By: /s/ Gilberto Benetton
-------------------------------
Name: Gilberto Benetton
Title: Chairman
(Page 11)
EXHIBIT INDEX
Exhibit No.
33. Agreement, dated as of February 21, 2003, by and among Pirelli, Edizione
Finance, Edizione Holding, BCI, UCI, Olimpia and Hopa [English
translation].
(Page 12)
STATEMENT OF DIFFERENCES
The Euro sign shall be expressed as..........................................'E'