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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 57)
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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)
OCTOBER 25, 2007
(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 5 Pages)
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CUSIP No. 87927W10 13D Page 2 of 6
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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 (a) [_]
GROUP: (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 ----------- ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH ----------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER: 182,113,185
PERSON WITH
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10 SHARED DISPOSITIVE 0
POWER:
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED 182,113,185
BY REPORTING PERSON:
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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 1.36%
(11):
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14 TYPE OF REPORTING PERSON: CO
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This Amendment No. 57 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)
("Pirelli"), with respect to the ordinary shares, euro 0.55 par value per share
(the "Telecom Italia Shares"), 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.
The purpose of this filing is to report that: (a) Pirelli, Olimpia
S.p.A. ("Olimpia"), Sintonia S.p.A. and Sintonia S.A. are no longer members of a
group with respect to the Telecom Italia Shares; and (b) Pirelli has ceased to
be the beneficial owner, either directly or indirectly, of more than five
percent of Telecom Italia Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Reference is made to the Stock Sale Purchase Agreement, dated May 4, 2007 (the
"Share Purchase Agreement"), entered into by and among Pirelli, Sintonia S.p.A.,
Sintonia S.A. (collectively, the "Sintonia Sellers") (together, as sellers),
Telefonica S.A., Assicurazioni Generali S.p.A. ("Generali"), Sintonia S.A. (in
its capacity as buyer), Intesa Sanpaolo S.p.A. and Mediobanca S.p.A.
("Mediobanca") (together, as buyers) for the sale of 100% of the share capital
of Olimpia (the "Olimpia Shares"), described in items 5 and 6 of Amendment No.
55 to the Statement on Schedule 13D. On October 25, 2007, Pirelli and the
Sintonia Sellers completed the sale of all of the Olimpia Shares, pursuant to
the Share Purchase Agreement. The total consideration received for the Olimpia
Shares was approximately 4.161 billion euros.
As a result of the sale of the Olimpia Shares described above, as of October 25,
2007, Pirelli, Olimpia, Sintonia S.p.A. and Sintonia S.A. are no longer members
of a group with respect to the Telecom Italia Shares and Pirelli ceased to be
the beneficial owner, either directly or indirectly, of more than 5% of Telecom
Italia Shares, and, as a result thereof, the reporting obligations of Pirelli
pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder, with respect to the
Telecom Italia Shares, have terminated.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information contained in Item 5 above is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
117. Press Release, dated as of October 25, 2007, issued by Pirelli
& C. S.p.A., Sintonia S.p.A. and Sintonia S.A.
Page 3 of 5 Pages
SIGNATURE
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: October 29, 2007
PIRELLI & C. S.p.A.
By: /s/ Anna Chiara Svelto
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Name: Anna Chiara Svelto
Title: Attorney-in-fact
Page 4 of 5 Pages
EXHIBIT INDEX
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Exhibit No.
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117. Press Release, dated as of October 25, 2007, issued by Pirelli & C.
S.p.A., Sintonia S.p.A. and Sintonia S.A.
Page 5 of 5 Pages