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. 3)
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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)
GERARDO RIZZI
INTESABCI S.P.A.
PIAZZA PAOLO FERRARI, 10
MILAN 20121, ITALY
011 02 88 66 3739
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
DANIEL A. NINIVAGGI, ESQ.
WINSTON & STRAWN
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 294-6700
NOVEMBER 23, 2001
(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 9 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)
IntesaBci 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 BENEFICIALLY OWNED BY EACH 7. SOLE VOTING POWER - 12,343,743
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 - 4,263,628
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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
2,904,000,425
(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) 55.20%
(See Item 5)
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14. TYPE OF REPORTING PERSON - CO
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This Amendment No. 3 amends the Statement on Schedule 13D, dated October
19, 2001, as amended (as previously amended, the "Statement on Schedule 13D"),
filed by IntesaBci S.p.A., a company organized under the laws of the Republic of
Italy ("BCI"), 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.
BCI, Pirelli, Edizione Holding, UniCredito and the Purchaser are members of
a group with respect to the Telecom Italia Shares. This Amendment constitutes a
separate filing on Schedule 13D by BCI in accordance with Rule 13d-1(k)(2) under
the Securities Exchange Act of 1934, as amended.
Item 2. IDENTITY AND BACKGROUND.
During the past five years, to the knowledge of BCI, none of the directors
or executive officers of BCI have been (i) convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activity
subject to, 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 November 23, 2001, the Purchaser purchased 504,825,563 Olivetti Shares
and 504,825,562 Olivetti Convertible Bonds for an aggregate purchase price of
euro 1,009,651,125 (comprised of euro 1.00 for each Olivetti Share and Olivetti
Convertible Bond) in connection with the Olivetti rights offering described in
Item 4 of Amendment No. 1 to the Statement on Schedule 13D. The Purchaser
obtained approximately euro 985,000,000 of the necessary funds from a loan made
under the Revolving Credit Agreement (which is described in Item 3 of Amendment
No. 2 to the Statement on Schedule 13D). The balance of the funds were obtained
by the Purchaser from a portion of a loan made on November 23, 2001 under a
credit agreement, dated as of November 14, 2001 (the "Banca di Roma Credit
Agreement"), between the Purchaser and Banca di Roma S.p.A. ("Banca di Roma").
The Banca di Roma Credit Agreement provides to the Purchaser an unsecured
revolving credit facility in an aggregate principal amount of euro 250,000,000
for a period of 6 months. Funds borrowed thereunder bear interest at an annual
rate of Euribor plus a margin of 0.5% per annum. A copy of the Banca di Roma
Credit Agreement was filed as an exhibit to Amendment No. 7 of Pirelli's
Schedule 13D, dated November 28, 2001, and is filed as Exhibit 18 to this
Schedule 13D and is incorporated by reference herein. The Purchaser also used
euro 25,619,985 of proceeds from the loan made under the Banca di Roma Credit
Agreement to repay all amounts outstanding (including interest) under the bridge
loan that it received from Pirelli on October 31, 2001 (which is described in
Item 3 of Amendment No. 2 to the Statement on Schedule 13D).
On November 20, 2001, MPS subscribed and paid for 25,000 bonds (the "MPS
Bonds") issued by the Purchaser in the aggregate principal amount of euro
250,000,000. (The Purchaser's intention to issue the MPS Bonds was reported in
Item 3 of the Initial Statement on Schedule 13D.) The Purchaser used the
proceeds from the issue of the MPS Bonds to repay all amounts outstanding
(including interest) under the loan that it received from Mediobanca on October
31, 2001 (which is described in Item 3 of Amendment No. 2 to the Statement on
Schedule 13D). The MPS Bonds will mature on November 20, 2006 and bear interest
at a compounded annual rate of 3%, payable at maturity. Each MPS Bond has a
nominal value of euro 10,000 and is convertible at maturity at the election of
the bondholder into 1,610 shares of TIM ("TIM Shares") (subject to certain
anti-dilution adjustments). If the reference price of TIM Shares on the Italian
stock exchange is equal to, or higher than, euro 15.80 on any trading day on or
before September 29, 2006, then the Purchaser must pay to the holders of MPS
Bonds an amount equal to
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euro 10,225.50 for each MPS Bond held. The conversion feature of the MPS Bonds
will terminate upon such payment. Prior to maturity, MPS Bonds may be redeemed
at the election of the bondholder upon the occurrence of any of certain events,
including (and subject to certain exceptions): (i) if Pirelli and/or Edizione
Finance cease to be in a position to, directly or indirectly, control the
Purchaser (whether jointly or individually) or (ii) if the Purchaser ceases to
hold at least 20% of the outstanding capital of Olivetti. A copy of the
instrument governing the MPS Bonds was filed as an exhibit to Amendment No. 7 of
Pirelli's Schedule 13D, dated November 28, 2001, and is filed as Exhibit 19 to
this Schedule 13D and is incorporated by reference herein.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) After giving effect to the Purchaser's acquisition of 504,825,563
Olivetti Shares and 504,825,562 Olivetti Convertible Bonds (each of which is
convertible into one Olivetti Share at any time during the period between
January 22, 2002 and December 15, 2009) in connection with the Olivetti rights
offering, the Purchaser directly holds 2,524,127,813 Olivetti Shares,
504,825,562 Olivetti Convertible Bonds and 68,409,125 Olivetti Warrants. In
addition, after giving effect to the transactions described in paragraph (c)
below, the Purchaser has the right to acquire an additional 263,500,000 Olivetti
Shares. Information concerning the Purchaser's proportional holding of
Olivetti's total outstanding voting capital will be filed by amendment after
Olivetti files with the Italian companies register the respective numbers of
Olivetti Shares and Olivetti Convertible Bonds outstanding after giving effect
to the rights issue.
Schedule II describes the aggregate number and percentage of the Telecom
Italia Shares beneficially owned by each of the directors and executive officers
of BCI as of the date hereof and is incorporated herein by reference.
(b) Each director and executive officer of BCI who owns the Telecom Italia
Shares listed hereto on Schedule II has the sole power to vote or to direct the
vote, as well as the sole power to dispose or to direct the disposition, of such
shares. Schedule II is incorporated herein by reference.
(c) On November 16, 2001, the Purchaser entered into an equity swap
transaction with Caboto Holding SIM S.p.A. ("Caboto"), pursuant to which Caboto
agreed to pay to the Purchaser an amount equal to any increase, and the
Purchaser agreed to pay to Caboto an amount equal to any decrease, in the
official market price of 131,750,000 Olivetti Shares (the "Caboto Swap Shares")
above or below a reference price of euro 1.36881 per share during the period
between November 30, 2001 and October 5, 2007, or such earlier date of which the
Purchaser provides eight calendar days' notice to Caboto (the "Caboto Swap
Period"). At the expiration of the Caboto Swap Period, the Purchaser may require
Caboto to deliver (or to procure that a third party delivers) all or any of the
Caboto Swap Shares to the Purchaser upon payment by the Purchaser of an amount
per share equal to the average official market price of Olivetti Shares over the
three business days preceding the expiration of the Caboto Swap Period. The
Purchaser is required to pay to Caboto on November 30, 2001 a fee in an amount
equal to 32% of the value of the Caboto Swap Shares (assuming a price per share
of euro 1.36881). Caboto is required to pay to the Purchaser an amount equal to
the aggregate amount of all dividends paid on the Caboto Swap Shares during the
Caboto Swap Period. A copy of a term sheet setting forth the principal terms of
the transaction was filed as an exhibit to Amendment No. 7 of Pirelli's Schedule
13D, dated November 28, 2001, and is filed as Exhibit 20 to this Schedule 13D
and is incorporated by reference herein.
On November 23, 2001, the Purchaser entered into a separate equity swap
transaction with UBM, pursuant to which UBM agreed to pay to the Purchaser an
amount equal to any increase, and the Purchaser agreed to pay to UBM an amount
equal to any decrease, in the official market price of 131,750,000 Olivetti
Shares (the "UBM Swap Shares") above or below a reference price of euro
4
1.3686 per share during the period between November 30, 2001 and October 5,
2007, or such earlier date of which the Purchaser provides 12 business days'
notice to UBM (the "UBM Swap Period"). At the expiration of the UBM Swap Period,
the Purchaser may require UBM to deliver (or to procure that a third party
delivers) all or any of the UBM Swap Shares to the Purchaser upon payment by the
Purchaser of an amount per share equal to the average official market price of
Olivetti Shares over the period of seven business days prior to and including
November 1, 2007 (or, in the event of early termination, the period of seven
business days following receipt by UBM of notice of early termination). The
Purchaser is required to pay to UBM on November 30, 2001 a fee in an amount
equal to 31.87% of the value of the UBM Swap Shares (assuming a price per share
of euro 1.3686). UBM is required to pay to the Purchaser an amount equal to the
aggregate amount of all dividends paid on the UBM Swap Shares during the UBM
Swap Period, net of any applicable withholding taxes. A copy of a letter
agreement setting forth the principal terms of the transaction was filed as an
exhibit to Amendment No. 7 of Pirelli's Schedule 13D, dated November 28, 2001,
and is filed as Exhibit 21 to this Schedule 13D and is incorporated by reference
herein.
On September 10, 2001, Gianfranco Gutty, the Deputy Chairman of BCI,
purchased 2,000 Telecom Italia Shares on the Italian Stock Exchange at a price
of euro 7.99 per share.
In addition, on September 6, 2001, Lino Benassi, Chief Executive Officer
and a Director of BCI, sold 300 Telecom Italia Shares on the Italian Stock
Exchange at a price of euro 8.96. He also purchased 1,150 Telecom Italia Shares
on October 2, 2001 at a price of euro 7.96 through the Italian Stock Exchange.
There have been no other transactions in shares of Telecom Italia by the
directors and executive officers of BCI effected from July 28, 2001 to the date
hereof.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Information contained in Item 5(c) of this Amendment No. 3 to the Statement
on Schedule 13D is incorporated herein by reference.
To the knowledge of BCI, none of the directors or executive officers of BCI
is party to any contract, arrangement, understanding or relationship (legal or
otherwise) with respect to the securities of Telecom Italia.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION
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Exhibit 18 Credit Agreement, dated as of November 14, 2001, between the
Purchaser and Banca di Roma S.p.A. (Unofficial English
Translation) (incorporated by reference to Exhibit 26 to
Amendment No. 7 to the Schedule 13D, dated November 28, 2001,
filed with the Securities and Exchange Commission by Pirelli
S.p.A.)
Exhibit 19 Regulations of the Bond Loan Olimpia S.p.A. 3% 2001-2006
Convertible into Common Shares of Telecom Italia Mobile S.p.A.
(Unofficial English Translation) (incorporated by reference to
Exhibit 27 to Amendment No. 7 to the Schedule 13D, dated November
28, 2001, filed with the Securities and Exchange Commission by
Pirelli S.p.A.)
5
Exhibit 20 Summary of Terms of Equity Swap Transaction with respect to
131,750,000 Olivetti Shares between the Purchaser and Caboto
(incorporated by reference to Exhibit 28 to Amendment No. 7 to
the Schedule 13D, dated November 28, 2001, filed with the
Securities and Exchange Commission by Pirelli S.p.A.)
Exhibit 21 Letter Agreement, dated as of November 20, 2001, between the
Purchaser and UBM (incorporated by reference to Exhibit 29 to
Amendment No. 7 to the Schedule 13D, dated November 28, 2001,
filed with the Securities and Exchange Commission by Pirelli
S.p.A.)
6
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.
INTESABCI S.P.A.
By: /s/ Gerardo Rizzi
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Name: Gerardo Rizzi
Title: Executive Manager
Dated: December 4, 2001
7
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS
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A. INTESABCI S.P.A.
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AMOUNT OF
TELECOM ITALIA PERCENTAGE OF
NAME SHARES OWNED OWNERSHIP
------------------------------------- -------------------------- --------------------------------
Giovanni Bazoli -- --
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Gianfranco Gutty 12,000 *
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Jean Laurent -- --
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Luigi Lucchini -- --
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Giampio Bracchi -- --
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Lino Benassi 2,100 *
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Chrisitan Merle -- --
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Giovanni Ancarani -- --
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Francesco Arcucci -- --
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Marc Antoine Autheman -- --
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Benito Benedini -- --
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Alfonso Desiata -- --
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Giancarlo Forestieri -- --
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Paolo Fumagalli -- --
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Jorge Manuel J. Goncalves -- --
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Grilles Gramat -- --
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Heinz J. Hockmann -- --
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Franco Modigliani -- --
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Gian Giacomo Nardozzi -- --
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Eugenio Pavarani -- --
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AMOUNT OF
TELECOM ITALIA PERCENTAGE OF
NAME SHARES OWNED OWNERSHIP
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Jean-Luc Perron -- --
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Axel Freiherr Von Rudorffer -- --
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Sanfro Salvati -- --
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Gino Trombi 1,250 *
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Marco Tronchetti Provera -- --
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Roberto Brambilla 1,000 *
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Tommaso Cartone -- --
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* Less than 1%.
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