UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)
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TELECOM ITALIA S.p.A.
(Name of Issuer)
ORDINARY SHARES OF EURO 0.55 PAR VALUE
PER ORDINARY SHARE
(Title of Class of Securities)
87927W10
(CUSIP Number)
FRANCO GIANNI PAPA
UNICREDITO ITALIANO S.p.A.
375 PARK AVENUE
NEW YORK, NY 10152
212-546-9601
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), 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 7 Pages)
SCHEDULE 13D
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CUSIP No. 87927W10
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
UniCredito Italiano S.p.A.
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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
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Italy
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NUMBER OF SHARES 7. SOLE VOTING POWER - 1,357,768
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH ----------------------------------------------------
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 EACH REPORTING PERSON
2,893,014,450
(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) 54.99%
(See Item 5)
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14. TYPE OF REPORTING PERSON - CO
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This Amendment No. 9 amends the Statement on Schedule 13D, dated October
25, 2001, as amended (as previously amended, the "Statement on Schedule 13D"),
filed by UniCredito Italiano S.p.A., a company organized under the laws of the
Republic of Italy ("UniCredito"), 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.
UniCredito, Pirelli, Edizione Holding, IntesaBci S.p.A. (now Banca Intesa
S.p.A.) ("Intesa"), Olimpia S.p.A. ("Olimpia") and, as discussed in Items 4 and
6 of Amendment No. 6 to the Statement on Schedule 13D, Hopa S.p.A. ("Hopa") are
members of a group with respect to the Telecom Italia Shares. This Amendment
constitutes a separate filing on Schedule 13D by UniCredito in accordance with
Rule 13d-1(k)(2) under the Securities Exchange Act of 1934, as amended.
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 International S.A.
("Edizione Finance"), Intesa, UniCredito (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 an Exhibit to Amendment No. 17 to Pirelli's Schedule 13D, dated March
26, 2003, filed as Exhibit 30 to this Schedule 13D and incorporated by reference
herein.
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. 6 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 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, UniCredito and Intesa 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).
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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. 6 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.
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
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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
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. 6 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. 6 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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EXHIBIT NO. DESCRIPTION
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Exhibit 30 Agreement, dated as of February 21, 2003, by and among
Pirelli, Edizione Finance, Edizione Holding, Intesa,
UniCredito, Olimpia and Hopa [English translation]
(incorporated by reference to Exhibit 44 to the Schedule 13D,
dated March 26, 2003, filed with the Securities and Exchange
Commission by Pirelli S.p.A.)
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
UNICREDITO ITALIANO S.P.A.
By: /s/ Pietro Modiano
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Name: Pietro Modiano
Title: Executive Officer
By: /s/ Elisabetta Magistretti
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Name: Elisabetta Magistretti
Title: Executive Officer
Dated: May 5, 2003
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