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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 42)
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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)
ALEXANDER ROSENZWEIG, ESQ.
VICE PRESIDENT AND CHIEF LEGAL OFFICER
PIRELLI NORTH AMERICA, INC.
75 FIFTH STREET,
SUITE 320-321
ATLANTA, GEORGIA 30308
(404) 920-0744
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)
JULY 12, 2006
(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 7 Pages)
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CUSIP No. 87927W10 13D Page 2 of 7
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1 NAME OF REPORTING PERSON PIRELLI & C. 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: 182,113,185
NUMBER OF ------ --------------------------------------------------
SHARES 8 SHARED VOTING POWER: 2,407,345,359
BENEFICIALLY (See Item 5)
OWNED BY ------ --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 182,113,185
REPORTING
PERSON WITH ------ --------------------------------------------------
10 SHARED DISPOSITIVE POWER: 2,407,345,359
(See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
2,589,458,544
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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): 19.35%
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14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 87927W10 13D Page 2 of 7
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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): [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Italy
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7 SOLE VOTING POWER: 0
NUMBER OF ------ --------------------------------------------------
SHARES 8 SHARED VOTING POWER: 2,407,345,359
BENEFICIALLY (See Item 5)
OWNED BY ------ --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 182,113,185
REPORTING
PERSON WITH ------ --------------------------------------------------
10 SHARED DISPOSITIVE POWER: 2,407,345,359
(See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
2,407,345,359
(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): 17.99%
(See Item 5)
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14 TYPE OF REPORTING PERSON: CO
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This Amendment No. 42 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. (which, as reported in Amendment No. 21 to the
Statement on Schedule 13D, subsequently merged with and into Pirelli & C.
S.p.A., a company incorporated under the laws of the Republic of Italy), and,
commencing with Amendment No. 1 thereto, Olimpia S.p.A., a company incorporated
under the laws of the Republic of Italy, 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 & C., Olimpia, Edizione Holding and Edizione Finance, UCI and
BCI are members of a group with respect to the Telecom Italia Shares. This
Amendment constitutes a separate filing on Schedule 13D by Pirelli & C. and
Olimpia in accordance with Rule 13d-1(k)(2) under the Securities Exchange Act of
1934. Pirelli & C. 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 and Edizione Finance, UCI or BCI has been provided
by the nominating person or by such nominee director or officer.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
The information contained in Item 6 below is incorporated herein by
reference. On July 12, 2006, Pirelli & C. purchased from Hopa certain shares of
Olimpia representing 12.8% of Olimpia's total issued and outstanding share
capital (and comprising 80% of Hopa's 16% stake in Olimpia) for a purchase price
of approximately (euro)497,600,000. Pirelli & C. obtained the purchase price
from its wholly-owned subsidiary, Pirelli Finance (Luxembourg) S.A., which in
turn obtained the funds from its own available cash resources.
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
Reference is made to the Hopa Agreement (as that term is defined in
Item 6 of Amendment No. 17 to the Statement on Schedule 13D) and to the
information relating thereto reported in Amendments No. 39 and 41 to the
Statement on Schedule 13D. On July 12, 2006, Pirelli & C. purchased 80%, and
Edizione Finance and Edizione Holding purchased the remaining 20%, of Hopa's 16%
stake in Olimpia for an aggregate cash purchase price of approximately
(euro)622,000,000. After giving effect to those transactions, the share capital
of Olimpia is held by Pirelli & C., Edizione Finance (together with Edizione
Holding), UCI and BCI in the following respective proportions: 70.46%, 20%,
4.77% and 4.77%.
Page 4 of 7 pages
Also on July 12, 2006, (i) Hopa purchased all of Olimpia's 19.999%
stake in Holinvest for a cash purchase price of approximately (euro)86,000,000
and (ii) Olimpia and Holinvest executed a letter agreement (the "Holinvest
Agreement") which places certain restrictions on Holinvest's ability to acquire
or dispose of Telecom Italia Shares for a period of two years. Under the
Holinvest Agreement, Holinvest grants to Olimpia a right of first refusal in
connection with any proposed transfer by Holinvest of Telecom Italia Shares (i)
to the extent that such transfer would result in Holinvest owning less than
approximately 65% of the total number of Telecom Italia Shares that it owned as
of July 12, 2006 or (ii) if, at the time of such proposed transfer, Holinvest
owns less than approximately 65% of the number of Telecom Italia Shares that it
owned as of July 12, 2006. Also, under the Holinvest Agreement, Holinvest (and,
for so long as Hopa controls Holinvest, Hopa) is prohibited from acquiring any
additional Telecom Italia Shares without the prior consent of Olimpia, provided
that (i) Olimpia may not unreasonably withhold such consent with respect to any
proposal to acquire up to an additional 1% in aggregate of the total number of
issued and outstanding Telecom Italia Shares and (ii) Olimpia's consent is not
required in respect of any acquisition by Holinvest of Telecom Italia Shares if,
after giving effect to such acquisition, Holinvest's holding of Telecom Italia
Shares would not exceed 3.68% of the total number of issued and outstanding
Telecom Italia Shares. An English translation of the Holinvest Agreement is
filed as Exhibit 99.
On each of July 4, 2006 and July 12, 2006, Pirelli & C., Edizione
Finance, Edizione Holding and Hopa issued a joint press release concerning the
transactions described above in this Item 6. A copy of the July 4, 2006 press
release is filed as Exhibit 100 and a copy of the July 12, 2006 press release is
filed as Exhibit 101.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99. Letter Agreement, dated as of July 12, 2006, between Olimpia and
Holinvest. (English translation.)
100. Joint Press Release, dated as of July 4, 2006, issued by Pirelli & C.,
Edizione Finance, Edizione Holding and Hopa.
101. Joint Press Release, dated as of July 12, 2006, issued by Pirelli & C.,
Edizione Finance, Edizione Holding and Hopa.
Page 5 of 7 pages
EXHIBIT INDEX
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Exhibit No.
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99. Letter Agreement, dated as of July 12, 2006, between Olimpia and
Holinvest. (English translation.)
100. Joint Press Release, dated as of July 4, 2006, issued by Pirelli &
C., Edizione Finance, Edizione Holding and Hopa.
101. Joint Press Release, dated as of July 12, 2006, issued by Pirelli &
C., Edizione Finance, Edizione Holding and Hopa.
SIGNATURES
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: July 20, 2006
PIRELLI & C. 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
Page 6 of 7 pages