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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 10)
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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)
December 19, 2002
(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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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [X]
GROUP: (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 ITEM 2(d) OR 2(e): [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Italy
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NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 2,891,656,682
OWNED BY (See Item 5)
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EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,891,656,682
(See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY 2,891,656,682
OWNED BY REPORTING PERSON: (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 54.96%
(11): (See Item 5)
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14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 87927W10 13D
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1 NAME OF REPORTING PERSON EDIZIONE FINANCE INTERNATIONAL
I.R.S. IDENTIFICATION NO. S.A.
OF ABOVE PERSON Not Applicable
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [X]
GROUP: (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 ITEM 2(d) OR 2(e): [ ]
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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
--------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,891,656,682
(See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY 2,891,656,682
OWNED BY REPORTING PERSON: (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 54.96%
(11): (See Item 5)
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14 TYPE OF REPORTING PERSON: CO
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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 (a) [X]
GROUP: (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 ITEM 2(d) OR 2(e): [ ]
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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
--------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,891,656,682
(See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY 2,891,656,682
OWNED BY REPORTING PERSON: (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 54.96%
(11): (See Item 5)
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14 TYPE OF REPORTING PERSON: PN
This Amendment No. 10 amends and restates in its entirety 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.
This Amendment is being filed by each of the Edizione Reporting
Persons. Pirelli S.p.A. ("Pirelli"), Olimpia S.p.A. (the "Purchaser"), Edizione
Holding, UniCredito Italiano S.p.A. ("UCI") and IntesaBCI S.p.A. ("BCI"), are
members of a group with respect to the Telecom Italia Shares (as defined
herein). 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.
The Statement on Schedule 13D (including all amendments thereto) filed
by the Edizione Reporting Persons has been filed in paper format. This Amendment
No. 10 is the first electronically filed amendment to the Statement on Schedule
13D. In accordance with Rule 101(2)(ii) of Regulation S-T promulgated by the
Securities and Exchange Commission, this Amendment No. 10 restates the entire
text of the Statement on Schedule 13D.
Item 1. Security and Issuer
This Statement on Schedule 13D relates to the ordinary shares, euro
0.55 par value per share ("Telecom Italia Shares"), of Telecom Italia S.p.A., a
company incorporated under the laws of the Republic of Italy ("Telecom Italia").
According to Telecom Italia's Annual Report on Form 20-F for the fiscal year
ended December 31, 2001 (the "Telecom Italia 20-F"), the principal executive
offices of Telecom Italia are located at Corso d'Italia 41, 00198 Rome, Italy.
Item 2. Identity and Background
This Statement is filed by the Edizione Reporting Persons.
Edizione Holding, through its subsidiaries and affiliates, is a holding
company that manages both majority and minority investments in publicly traded
and privately owned companies. Edizione Holding is principally engaged in the
fabric, clothing and sports equipment sectors through its approximate 67% equity
interest in Benetton S.p.A., the highway and city restaurant sector through its
approximate 57% equity interest in Autogrill S.p.A., the infrastructure and
services for mobility and communication sectors through significant minority
investments in Autostrade S.p.A., Grande Stazioni S.p.A.,
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Amps S.p.A. and Sagat S.p.A., the farming and real estate sector through its
wholly owned subsidiary Edizione Real Estate N.V. and in various other business
sectors through its approximate 56% equity interest in 21, Investimenti S.p.A.,
which invests primarily on a minority basis, and through other minority
investments. Its principal executive offices are located at Calmaggiore 23,
31100 Treviso, Italy.
Approximately 99.24% of Edizione Holding's share capital is
beneficially owned by Ragione. The principal business of Ragione is to hold
Edizione Holding shares. Its principal executive offices are located at
Calmaggiore 23, 31100 Treviso, Italy.
Approximately 100% of Edizione Finance's share capital is beneficially
owned by Edizione Holding. The principal business of Edizione Finance is to
finance the activities of Edizione Holding and its subsidiaries and to act as a
holding company for investments in companies. Its principal executive offices
are located at 1, Place d'Armes, L-1136, R.C. Luxembourg. Edizione Finance holds
the interest of the Edizione Reporting Persons in the Purchaser (See Item 3).
The name, business address, citizenship, present principal occupation
or employment (and name, principal business and address of any corporation or
organization at which such employment is conducted) of each director and
executive officer of each Edizione Reporting Person are set forth on Schedule I.
During the past five years, none of the Edizione Reporting Persons nor
any of their respective directors or executive officers has 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.
Olimpia S.r.l. was organized on August 3, 2001 as a limited
responsibility company under the laws of the Republic of Italy. On August 29,
2001 Olimpia S.r.l. became a joint stock company and was re-named Olimpia S.p.A.
("Olimpia") A copy of the by-laws of Olimpia (the form of which comprised Annex
I to the Shareholders Agreement) was filed as Exhibit 4. The principal business
activity of Olimpia is to hold and manage its investment in Olivetti Securities.
Its principal executive office is located at Viale Sarca 222, 20126 Milan,
Italy.
Item 3. Source and Amount of Funds or Other Consideration
On July 30, 2001, Edizione Holding and Pirelli entered into an
agreement (the "Purchase Agreement") with Bell S.A. ("Bell") pursuant to which
they agreed to purchase from Bell, either directly or through a company to be
jointly owned by them (the "Purchaser"), 1,552,662,120 ordinary shares
("Olivetti Shares") of Olivetti S.p.A. ("Olivetti") and 68,409,125 2001-2002
warrants of Olivetti ("Olivetti Warrants" and,
7
together with the Olivetti Shares, the "Olivetti Securities"). A copy of the
Purchase Agreement was filed as Exhibit 1. The purchase obligation under the
Purchase Agreement was guaranteed as to 80% by Pirelli and as to 20% by Edizione
Holding and was subject to European Union antitrust and other regulatory
approvals.
The Purchase Agreement also provided that in the event Banca Di Roma
seeks to sell 54,000,000 Olivetti Shares (the "Additional Olivetti Shares") at
the same price per Olivetti Share as the Purchaser shall have paid on the
Closing Date, Bell would purchase or caused to be purchased the Additional
Olivetti Shares and give notice to the Purchaser within 90 days following the
Closing Date. The Purchaser would then have the right to purchase the Additional
Olivetti Shares from Bell within 180 days after receipt of notice of the
purchase (which notice must be given no later than 90 days following the Closing
Date) and, if the Purchaser does not elect to purchase such shares, Bell would
have the right to require the Purchaser to purchase the Additional Olivetti
Shares within thirty days thereafter, in each case at the same price per
Olivetti Share as the Purchaser shall have paid on the Closing Date.
On August 3, 2001, the Purchaser was organized under the laws of the
Republic of Italy for the purpose of acquiring the Olivetti Securities. A copy
of an agreement, dated August 7, 2001, between Edizione Holding and Pirelli
relating to the organization and governance of the Purchaser (the "Shareholders
Agreement") was filed as Exhibit 2. Pursuant to the Shareholders Agreement, the
Purchaser was capitalized with at least euro 5.2 billion, 80% of which were
contributed by Pirelli in cash (in exchange for 80% of the total share capital
of the Purchaser) and 20% of which were contributed by Edizione Holding in cash
(in exchange for 20% of the total share capital of the Purchaser).
Pursuant to the Shareholders Agreement, each of Edizione Holding and
Pirelli agreed to transfer to the Purchaser, against payment 134,322,250 and
130,980,000 Olivetti Shares owned by them, respectively, as of July 30, 2001.
Edizione Holding acquired these 134,322,250 Olivetti Shares for an aggregate of
approximately euro 291.7 million which it obtained from available cash on hand.
On July 30, 2001, concurrently with entering into the Purchase
Agreement, Pirelli, acting also on behalf of Edizione Holding, acquired an
aggregate of 147,337,880 Olivetti Shares from Bell and GPP International S.A.
for euro 4.175 per Olivetti Share or an aggregate of approximately euro 615
million. To the knowledge of the Edizione Reporting Persons, Pirelli obtained
the required funds from available cash on hand. Pursuant to the Shareholders
Agreement, Pirelli agreed to transfer these Olivetti Shares to the Purchaser
against payment at a specified price.
On August 29, 2001, Edizione Holding contributed euro 239,997,004, and
Pirelli contributed euro 959,988,016 to Olimpia in exchange for 20% and 80%,
respectively, of the total current share capital of Olimpia. On August 30, 2001,
Olimpia used these funds to pay for the transfer to it on August 9, 2001 of the
following Olivetti Shares reported in the Initial Statement on Schedule 13D to
be beneficially owned by Edizione Holding and/or Pirelli: (i) by Edizione
Holding, 134,322,250 Olivetti Shares (at a price of euro 2.1715 per share), (ii)
by a subsidiary of Pirelli, 130,980,000 Olivetti Shares at a price of euro
8
2.1734 per share and (iii) by a subsidiary of Pirelli, 147,337,880 Olivetti
Shares (acquired by it on July 30, 2001 on behalf of both Edizione Holding and
Pirelli) at a price of euro 4.1928 per share.
Euro 239,997,004 of the funds that Edizione Holding contributed to
Olimpia were derived from available cash on hand.
On September 14, 2001, Pirelli, UCI and BCI entered into an exchange of
letter agreements (the "New Partners Agreement"), copies of which were filed as
Exhibits 4(a) and 4(b). Pursuant to the New Partners Agreement, each of UCI and
BCI (together, the "New Partners") severally agreed to purchase from Pirelli
shares of the Purchaser representing 10% of the Purchaser's present share
capital (and one-eighth of the number of shares of the Purchaser presently held
by Pirelli) for approximately euro 120 million. Giving effect to these
transactions, the share capital of the Purchaser would be held by Pirelli,
Edizione Holding, UCI and BCI, respectively, in the following proportions: 60%,
20%, 10% and 10%.
On September 19, 2001, Pirelli, Edizione Holding and the Purchaser
entered into an agreement (the "Agreement with Bell Shareholders") with the
following shareholders of Bell who, between them, hold a majority of the share
capital of Bell (collectively, the "Majority Bell Shareholders"): Hopa S.p.A.,
Interbanca S.p.A., G.P.P. International S.A., Banca Antoniana Popolare Veneta
Sarl. ("BAPV"), G.P. Finanziaria S.p.A., Monte dei Paschi di Siena S.p.A.
("MPS") and Unipol S.p.A. A copy of a joint press release issued by the
Purchaser and the Majority Bell Shareholders on September 19, 2001 was filed as
Exhibit 5. Pursuant to the Agreement with Bell Shareholders, Olympia's
acquisition of the Olivetti Securities from Bell was to occur in two stages. On
September 27, 2001, the Purchaser was to purchase from Bell 552,000,000 of the
Olivetti Shares covered by the Purchase Agreement and, on or before October 12,
2001, the Purchaser was to purchase from Bell the remaining 1,000,662,120
Olivetti Shares covered by the Purchase Agreement and all 68,409,125 Olivetti
Warrants covered by the Purchase Agreement. The prices to be paid for the
Olivetti Securities remained as set forth in the Purchase Agreement.
In the Agreement with Bell Shareholders, the Majority Bell Shareholders
agreed that, on the day on which the Purchaser purchases the second tranche of
Olivetti Securities (the "Second Closing Date"), they were to cause Bell to
purchase and pay for bonds to be issued by the Purchaser in the aggregate
principal amount of the euro equivalent of Lit. 2 billion. The bonds will mature
on the sixth anniversary of the Second Closing Date and bear interest at an
annual rate of 1.5%, payable in cash at maturity. At maturity, the principal
amount of the bonds is to be repaid by delivery to Bell of an aggregate of
approximately 263,000,000 Olivetti Shares owned by the Purchaser.
In addition, the BAPV group has agreed to make a loan to the Purchaser
on the Second Closing Date of an amount which is the euro equivalent of Lit. 500
billion and the MPS group has agreed to use its best endeavors to arrange a loan
to the Purchaser on
9
the Second Closing Date of an amount which is the euro equivalent of between
Lit. 1.0 billion and 1.5 billion. Each of these loans, which would be unsecured
and non-recourse to the shareholders of the Purchaser, will mature on the sixth
anniversary of the Second Closing Date and bear interest at an annual rate of
Euribor plus 0.50.
On September 20, 2001, the European Commission approved the
transaction. In order to address the European Commission's competition concerns
arising from the transaction, Edizione Holding has undertaken to make certain
divestitures.
Pursuant to the Agreement with Bell Shareholders, the first closing
under the Purchase Agreement occurred on September 27, 2001. The Purchaser
purchased from Bell 552,000,000 of the Olivetti Shares covered by the Purchase
Agreement for an aggregate price of euro 2,304,600,000 (including interest in
the amount of euro 8,832,379.50 as required to be paid pursuant to the Purchase
Agreement). The Purchaser obtained the necessary funds from aggregate capital
contributions of euro 2,309,000,044 received on September 27, 2001. 80% of the
capital contribution was received from Pirelli, and the remaining 20% was
received from Edizione Finance. The funds contributed by Edizione Finance to the
Purchaser were derived as follows: (i) euro 223,800,008.80 from available cash
on hand and (ii) euro 238,000,000.00 from a credit facility entered into among
Sanpaolo IMI S.p.A., Mediocredito Centrale S.p.A., Edizione Finance and other
affiliates of Edizione Holding described below.
Pursuant to the New Partners Agreement, on September 28, 2001, each of
UCI and BCI purchased from Pirelli shares of the Purchaser representing 10% of
the Purchaser's then share capital (and one-eighth of the number of shares of
the Purchaser held by Pirelli prior to giving effect to such purchases) for euro
350,900,006.40. After giving effect to such purchases, the share capital of the
Purchaser is held by Pirelli, Edizione Finance, UCI and BCI, respectively, in
the following proportions: 60%, 20%, 10% and 10%.
On September 27, 2001, the shareholders of the Purchaser approved the
terms of a loan to the Purchaser that was to be made by Bell on the Second
Closing Date and also approved the terms of a loan to be made to the Purchaser
by MPS, pursuant to which, on the Second Closing Date, MPS was to purchase from
the Purchaser zero-coupon bonds in the aggregate principal amount of euro
260,000,000. The bonds, which would be discounted to yield an annual rate of
return of 3% per annum, will mature on the fifth anniversary of the Second
Closing Date. At maturity, the principal amount of the bonds is to be repaid in
cash or, at MPS's option, by delivery of a number ordinary shares of TIM ("TIM
Shares"). Any TIM Shares used to repay the principal amount of the bonds would
be procured by the Purchaser on the market, rather than being obtained from
Telecom Italia's holding of TIM Shares. This loan forms part of the financing of
the euro equivalent of between Lit. 1 billion and 1.5 billion that MPS has
committed to use its best endeavors to arrange for the Purchaser.
Pursuant to the Agreement with Bell Shareholders, the second and final
closing under the Purchase Agreement occurred on October 5, 2001. The Purchaser
purchased
10
from Bell the remaining 1,000,662,120 Olivetti Shares and all 68,409,125
Olivetti Warrants covered by the Purchase Agreement for an aggregate price of
euro 4,294,409,202 (including interest in the amount of euro 21,124,964 as
required to be paid pursuant to the Purchase Agreement). The Purchaser obtained
euro 1,690,999,960 of the necessary funds from capital contributions received on
October 4, 2001 from Pirelli, Edizione Finance, UCI and BCI in proportion to
their existing holdings of the Purchaser's share capital (being, respectively,
60%, 20%, 10% and 10%), bringing the Purchaser's aggregate capital and reserves
to euro 5.2 billion. The Purchaser obtained the remainder of the necessary funds
pursuant to the financing arrangements described below.
Of the euro 338,199,992 that Edizione Finance contributed to the
Purchaser on October 4, 2001, approximately euro 170 million was derived from
borrowings under a revolving bank credit facility, entered into among Sanpaolo
IMI S.p.A., Mediocredito Centrale S.p.A., Interbanca S.p.A., Banca Antoniana -
Popolare Veneta Soc. Coop. a r.l., Banca Nazionale del Lavoro S.p.A., Monte dei
Paschi di Siena S.p.A., Edizione Participations S.A. and Edizione Finance as
borrowers and Edizione Holding as guarantor. The revolving facility provides
credit for up to euro 1,000 million, has a term of 18 months and bears interest
at an annual rate of one, two, there or six months Euribor plus 0.5%.
Approximately euro 408 million had been drawn under the facility to contribute
funds to the Purchaser to date. A copy of the credit facility was filed as
Exhibit 14.
On October 5, 2001, Bell purchased and paid for 263,500,000 bonds
issued by the Purchaser in the aggregate principal amount of euro 1,032,920,000.
The bonds will mature on October 5, 2007 and bear interest at an annual rate of
1.5%, payable in cash at retirement. At maturity, the principal amount of the
bonds is to be repaid by delivery to the bondholder of an aggregate of
263,500,000 Olivetti Shares owned by the Purchaser (subject to certain
anti-dilution adjustments). Prior to maturity, the bondholder may (i) convert
any or all of the bonds into Olivetti Shares on a one-for-one basis or (ii)
redeem the bonds for cash in the event that, subject to certain exceptions (a)
Pirelli and/or Edizione Finance cease to be in a position to, directly or
indirectly, control the Purchaser (whether jointly or individually), (b) Pirelli
and/or Edizione Holding transfer any shares of the Purchaser to a third party in
connection with a transaction that does not involve a change of control of the
Purchaser or (c) the Purchaser's proportional holding of Olivetti Shares falls
to below 20% of the total share capital of Olivetti. The cash price to be paid
to the bondholder as consideration for the redemption of its bonds in such
circumstances is the greater of (x) the nominal value of the redeemed bonds,
plus any interest accrued thereon and (y) a value determined, in each case, by a
prescribed formula. A copy of the instrument governing the bonds was filed as
Exhibit 8.
Also on October 5, 2001, the Purchaser received loans aggregating
approximately euro 776 million from the following financial institutions
pursuant to separate credit agreements, each dated as of October 3, 2001: MPS
(in the amount of euro 516,456,899), BAPV (in the amount of euro 180,759,915)
and Interbanca S.p.A. ("Interbanca") (in the amount of euro 77,468,534). These
loans, each of which is unsecured and without
11
recourse to the shareholders of the Purchaser, will mature on October 5, 2007
and bear interest at an annual rate of six month Euribor plus 0.50%. Each of the
loans is subject to prepayment in the event that, subject to certain exceptions
(i) Pirelli and/or Edizione Finance (or their respective affiliates) cease to be
in a position to, directly or indirectly, control the Purchaser (whether jointly
or individually) or (ii) the Purchaser's proportional holding of Olivetti Shares
falls to below 20% of the total share capital of Olivetti. A copy of each of the
MPS credit agreement, the BAPV credit agreement and the Interbanca credit
agreement was filed as Exhibit 9, Exhibit 10 and Exhibit 11, respectively.
Finally, on October 5, 2001, the Purchaser received a loan of euro
810,000,000 under a credit agreement with BCI, UCI and Credito Italiano S.p.A.,
dated as of October 3, 2001 (the "Bridge Loan Agreement"). The loan had a term
of 30 days and bore interest at an annual rate of one month Euribor plus 1.5%.
The Bridge Loan Agreement was secured by a pledge of 1,701,802,250 of the
Olivetti Shares, and all of the Olivetti Warrants, owned by the Purchaser. The
rights to vote and to receive dividends with respect to the pledged Olivetti
Shares were retained by the Purchaser, subject to certain exceptions. A copy of
the Bridge Loan Agreement was filed as Exhibit 12 and a copy of the related
pledge agreement was filed as Exhibit 13. The Purchaser replaced the Bridge Loan
Agreement with a credit agreement with certain banks providing up to
approximately euro 1.8 billion for a term of five years as described below.
On October 31, 2001, the Purchaser acquired the 54,000,000 Additional
Olivetti Shares from Bell at the same price per share as the Purchaser paid on
the Closing Date for an aggregate purchase price of euro 225,450,000 (excluding
commissions). The Purchaser obtained euro 200,000,000 of the necessary funds
from a loan made under a credit facility, dated as of October 31, 2001, with
Mediobanca S.p.A. ("Mediobanca"), a copy of which was filed as Exhibit 16. The
facility, which was unsecured, provided an aggregate amount of euro 200,000,000
until December 31, 2001, and borrowings thereunder bore interest at an annual
rate of one week or one month Euribor (depending on the length of the
borrowing). The source of the remaining funds was a loan received from Pirelli
on October 31, 2001. This loan, which was unsecured, matured on November 26,
2001 and bore interest at an annual rate of one week Euribor plus 0.80%. A copy
of the agreement under which the loan was made was filed as Exhibit 17. Pirelli
obtained the funds loaned to the Purchaser from available cash on hand.
On November 2, 2001, the Purchaser borrowed euro 815,000,000 under a
new credit agreement, dated as of October 30, 2001 (the "Revolving Facility
Agreement"), with BCI, Unicredit Banca Mobiliare S.p.A. ("UBM") and Banca di
Roma, and used those funds to repay all amounts outstanding (including interest)
under the Bridge Loan Agreement, which has been terminated. The Revolving
Facility Agreement provides the Purchaser with a revolving loan facility in an
aggregate amount of euro 1.8 billion for a period of 5 years. During the first
18 months of the term of the Revolving Facility Agreement, funds borrowed
thereunder bear interest at an annual rate of Euribor plus 2.25%; for the
remainder of the term, borrowed funds bear interest at an annual rate of
12
Euribor plus a margin of between 1.2% and 1.7% (depending on the value, from
time to time, of the collateral securing such borrowings). Funds borrowed under
the Revolving Facility Agreement may be used by the Purchaser for the following
purposes: (i) to retire the Bridge Facility, (ii) to fund the acquisition of
Olivetti Shares, (iii) to pay the exercise price of the Olivetti Warrants and
(iv) to fund the Purchaser's subscription for Olivetti Shares and certain
Olivetti convertible bonds. The Revolving Facility Agreement is secured by a
pledge of 1,701,802,250 of the Olivetti Shares, and all of the Olivetti
Warrants, owned by the Purchaser. The rights to vote and to receive dividends
with respect to the pledged Olivetti Shares are retained by the Purchaser,
subject to certain exceptions. A copy of the Revolving Facility Agreement was
filed as Exhibit 18 and a copy of the related pledge agreement was filed as
Exhibit 19.
On November 23, 2001, the Purchaser subscribed and paid for 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. The Purchaser obtained approximately euro
985,000,000 of the necessary funds from a loan made under the Revolving Credit
Agreement. 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 provided 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 bore 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
Exhibit 20. 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.
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 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. 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 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 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
13
least 20% of the outstanding capital of Olivetti. A copy of the instrument
governing the MPS Bonds was filed as Exhibit 21.
On November 22, 2001, 492,495,499 of the Olivetti Shares, and
492,495,501 of the Olivetti Convertible Bonds, that the Purchaser acquired
pursuant to the Olivetti rights offering were pledged with Banca di Roma as
security agent under the pledge agreement that was filed with Amendment No. 6.
As reported above, the pledge agreement secures the Purchaser's borrowings under
the Revolving Facility Agreement.
On November 27, 2001, Article I and paragraph 10(a) of the instrument
governing the bonds issued by the Purchaser to Bell on October 5, 2001 were
amended to, among other things, provide a formula for making anti-dilution
adjustments to the number of Olivetti Shares to be delivered to the bondholder
upon retirement of the bonds. A copy of the amended provisions was filed as
Exhibit 24.
On December 19, 2002, Olimpia made a proposal to the holders of its
1.5% 2001-2007 bonds (the "Olimpia Bonds") to retire the Olimpia Bonds in
exchange for either Olivetti Shares (as provided under the existing terms of the
Olimpia Bonds) or, alternatively, a combination of Olivetti Shares and Olivetti
2001-2010 1.5% bonds convertible into Olivetti Shares ("Olivetti Convertible
Bonds"). On December 19, 2002, Hopa and two companies that Hopa has advised are
controlled by it, Holinvest S.p.A. ("Holinvest") and G.P.P. International S.A.,
accepted Olimpia's proposal for retirement of the total of 262,533,449 Olimpia
Bonds held by them by delivery of a total of (i) 98,975,110 Olivetti Shares
(representing approximately 1.12% of the 8,845,313,805 Olivetti Shares reported
to be outstanding on December 30, 2002) effective in January 2003 and (ii)
163,558,339 Olivetti Bonds effective in June 2003.
Item 4. Purpose of Transaction
The Edizione Reporting Persons' purpose in entering into the Purchase
Agreement was to diversify its investment portfolio by investing in the
telecommunication sector by acquiring a 20% interest in the Purchaser. The
Edizione Reporting Persons also entered into the Purchase Agreement and the
Shareholders Agreement to obtain certain corporate governance rights with
respect to the Purchaser, Olivetti, Telecom Italia and certain other entities
(in particular, representation on governing bodies and certain limited voting
rights) in order to monitor its investment as described in Item 6 below.
Upon the second closing under the Purchase Agreement, the Purchaser
acquired 1,552,662,120 Olivetti Shares and Olivetti Warrants exercisable for an
aggregate of 34,204,563 Olivetti Shares through December 15, 2002 at a price of
euro 2.00 per Olivetti Share. The total number of Olivetti Shares acquired by
the Purchaser pursuant to the Purchase Agreement and transferred to the
Purchaser by Edizione Holding and Pirelli represented approximately 26.9% of the
Olivetti Shares reported by Consob to be outstanding as of August 9, 2001 (27.7%
if the Additional Olivetti Shares are purchased), assuming the Olivetti Warrants
are not exercised. For a discussion of the governance of
14
the Purchaser by Edizione Holding and Pirelli under the Shareholders Agreement,
see Item 6 below.
According to the Olivetti's Annual Report for the fiscal year ended
December 31, 2001 (the "Olivetti Annual Report"), Olivetti is a publicly traded
industrial holding company organized under the laws of the Republic of Italy
with its principal executive offices located at Via Jervis 77, Ivrea, Italy. The
Olivetti Annual Report states that Olivetti is focused on telecommunications
through its ownership of a majority of the outstanding Telecom Italia Shares.
In the Purchase Agreement, Bell has agreed that, on the Closing Date,
certain directors of Olivetti (other than Mr. Enrico Bondi) will resign and
certain directors of Telecom Italia (other than Mr. Bondi) will resign. Mr.
Bondi replaced Mr. Roberto Colaninno as Managing Director and General Manager of
Olivetti and as Chairman and Managing Director of Telecom Italia on July 31,
2001. As soon as practicable after the Closing Date, the Purchaser was to take
the necessary action to convene a meeting of the shareholders of Olivetti at
which the Purchaser was to seek to elect its nominees to fill all the vacancies
created by the Olivetti director resignations. Under Italian company law and
Olivetti's organizational documents, the affirmative vote of holders of a
majority of the ordinary shares of Olivetti present at a shareholders meeting is
required to elect Olivetti directors. Accordingly, there could be no assurance
that the Olivetti Shares beneficially owned by the Purchaser (representing 26.9%
of the total number reported to be outstanding as of August 9, 2001 and 27.7% if
the Additional Olivetti Shares are purchased) will afford the Purchaser
sufficient voting power to elect its nominees. If the Purchaser's nominees are
elected to the Olivetti Board of Directors, it was anticipated that, as soon as
practicable thereafter, Olivetti was to take the necessary action to convene a
meeting of shareholders of Telecom Italia at which Olivetti was to seek to elect
its nominees to fill all vacancies created by the Telecom Italia director
resignations. At that meeting, by virtue of its ownership of a majority of the
Telecom Italia Shares (based upon the total number reported to be outstanding as
of August 9, 2001), Olivetti would have sufficient voting power to elect its
nominees to the Telecom Italia Board of Directors. Under Italian company law and
Telecom Italia's organizational documents, Telecom Italia directors may be
elected by a majority of the Telecom Italia Shares present at a shareholders
meeting, subject to the right of the government of the Republic of Italy to
appoint one Telecom Italia director.
On September 20, 2001, the Purchaser publicly announced that, approval
from the European Commission having been received, an outline of the industrial
and financial plan for the Olivetti-Telecom Italia group would be presented to
the financial community and the press on September 27, 2001. The announcement
also stated that the details of the strategic plan for the Olivetti-Telecom
Italia group would be completed and presented to the financial community before
the end of 2001.
On September 27, 2001, the Board of Directors of Olivetti accepted the
resignations of Mr. Pier Luigi Fabrizi, Mr. Luigi Lucchini and Ms. Piera
Rosiello and appointed the following persons as directors and officers of
Olivetti: Mr. Marco
15
Tronchetti Provera (as Deputy Chairman), Mr. Gilberto Benetton (as Deputy
Chairman) and Mr. Carlo Buora (as Chief Executive Officer, which position will
be held jointly with the incumbent Chief Executive Officer, Mr. Enrico Bondi).
On the same date, the Board of Directors of Telecom Italia appointed
each of Messrs. Tronchetti Provera, Benetton and Buora as directors of Telecom
Italia, and Mr. Tronchetti Provera as Chairman, and Mr. Benetton as Deputy
Chairman.
Also on September 27, 2001, Olivetti and Telecom Italia issued a joint
press release, a copy of which was filed as Exhibit 7, outlining their
industrial and financial plan.
As of October 5, 2001, the Purchaser directly held 1,965,302,255
Olivetti Shares and 68,409,125 Olivetti Warrants, representing approximately 27%
of the voting capital of Olivetti.
At a meeting of the shareholders of Olivetti held on October 13, 2001,
the following nominees of the Purchaser were elected to the Board of Directors
of Olivetti: Gilberto Benetton, Enrico Bondi, Carlo Buora, Lorenzo Caprio,
Giorgio Cirla, Pier Luigi Fabrizi, Cesare Geronzi, Gianni Mion, Pietro Modiano,
Giampietro Nattino, Alberto Pirelli, Carlo Alessandro Puri Negi, Antonio Tesone,
Dario Trevisian, Marco Tronchetti Provera and Alberto Varisco.
On October 13, 2001, following meetings of its shareholders and Board
of Directors, Olivetti issued a press release announcing the authorization of a
capital raising of an aggregate of euro 4,079,803,958 through a rights offering
of Olivetti Shares and Olivetti convertible bonds ("Olivetti Convertible
Bonds"). A copy of the Olivetti press release was filed as Exhibit 15. The
Purchaser intended to participate in the Olivetti rights offering to the maximum
extent of its eligibility by subscribing in equal proportions for Olivetti
Shares and Olivetti Convertible Bonds.
Olivetti announced that the rights offering was not being made, and
would not be made, directly or indirectly, in the United States and that the
Olivetti Shares and Olivetti Convertible Bonds to be issued in the rights
offering have not and would not be registered under the Securities Act of 1933
and may not be offered, sold or delivered, directly or indirectly, in the United
States absent registration or an exemption from registration.
On October 27, 2001, Olivetti announced the presentation of the
following nominees for election to the new Board of Directors of Telecom Italia:
Gilberto Benetton, Enrico Bondi, Carlo Buora, Luigi Fausti, Paolo Maria Grandi,
Natalino Irti, Gianni Mion, Massimo Moratti, Carlo Alessandro Puri Negri, Pier
Francesco Saviotti and Marco Tronchetti Provera. Each of these nominees was
elected to the Board of Directors at a meeting of the shareholders of Telecom
Italia on November 7, 2001.
16
On February 14, 2002, Telecom Italia issued a press release outlining
its industrial and financial plan. A copy of the press release was filed as
Exhibit 25.
On December 19, 2002, Pirelli, Edizione Holding, UCI and BCI
(collectively, the "Present Olimpia Shareholders"), Olimpia and Hopa
(collectively with the Present Shareholders and Olimpia, the "Parties") executed
a term sheet (the "Hopa Term Sheet"), a copy of which is filed as Exhibit 37.
Hopa is one of the Majority Bell Shareholders with whom, on September 19, 2001,
Pirelli, Edizione Holding and Olimpia entered into the Agreement with Bell
Shareholders, as discussed above. Pursuant to the Hopa Term Sheet, the Parties
agreed that, subject to certain terms and conditions, Holy S.p.A ("Holy"), a
company 100%-owned by Hopa, will be merged into Olimpia (the "Merger").
Following the Merger, the share capital of Olimpia will be held by Pirelli,
Edizione Holding, UCI, BCI and Hopa in the following respective proportions:
50.4%, 16.8%, 8.4%, 8.4% and 16%. It is expected that the Merger will be
completed on or before April 30, 2003.
As discussed in press releases issued by Pirelli and Olimpia and a
background note for the media issued by Olivetti, copies of which are filed as
Exhibits 38, 39 and 40, respectively, the purpose of the Merger is to expand
Olimpia's shareholder base and thereby strengthen its financial structure.
Under the Hopa Term Sheet, at the time of the Merger the financial
characteristics of Olimpia, Holy and Holinvest must be as follows:
1. Olimpia's assets and liabilities shall substantially
conform to those set forth on Attachment A to the Hopa Term Sheet, subject to
certain exceptions noted in the Hopa Term Sheet.
2. Holy shall have no debt or liabilities and shall have a net
worth as recorded in its books of not less than euro 961.135 million through
ownership of the following: (i) 163,558,339 Olivetti Convertible Bonds; (ii)
99,941,661 Olivetti Shares; (iii) a 19.999% equity interest in Holinvest, the
remaining 80.001% of which shall be held by Hopa; and (iv) net cash of euro 98.8
million plus any dividends paid on the Olivetti Shares during the period from
December 19, 2002 until the Merger.
3. Holinvest shall have assets consisting of (i) 163,558,339
Olimpia Bonds; (ii) 134,721,109 Olivetti Convertible Bonds; and (iii) financial
instruments relating to 486,502,431 Olivetti Shares having the terms set forth
on Attachment B to the Hopa Term Sheet ("Olivetti Financial Instruments"). In
addition, Holinvest shall not have more than euro 721.75 million of financial
indebtedness (calculated in accordance with the Hopa Term Sheet) and shall have
an adjusted net worth of at least euro 220 million (calculated in accordance
with the Hopa Term Sheet).
The effectiveness of the agreement reflected in the Hopa Term Sheet is
subject to two conditions. The first condition is that, no later than February
15, 2003, Holinvest will have the financial characteristics described in
paragraph (3) above. The second
17
condition is that, no later than February 15, 2003, Holinvest, Hopa and the Hopa
Controlling Companies referred to below will have sold all Olivetti Shares held
by them, subject to the following exceptions: (i) Hopa may hold Olivetti
Financial Instruments relating to a maximum of 40 million Olivetti Shares and
(ii) each of the Hopa Controlling Companies may hold a maximum of 1 million
Olivetti Shares. The Hopa Controlling Companies consist of Fingruppo Holding
S.p.A., Banca Monte di Paschi de Siena S.p.A., Compagnia Assicuratrice Unipol
S.p.A., Banca Popolare di Lodi S.c.a.r.l. and other private parties to an
agreement regarding control of Hopa (the "Hopa Shareholders Agreement"). The
Parties agreed that, on or before February 15, 2003 (i) Hopa Controlling
Companies shall divest their Olivetti Shares in excess of 1 million and that
(ii), the Hopa Shareholders Agreement must be amended so that it will
automatically terminate as to any Hopa Controlling Company that holds more than
1 million Olivetti Shares. The Parties also agreed that, in the aggregate, the
number of Olivetti Shares held by Olimpia, the Present Olimpia Shareholders,
Hopa, Holy, Holinvest and the Hopa Controlling Companies may not at any time
exceed 30% of Olivetti's voting share capital.
The Parties agreed that, no later than January 31, 2003, they will
enter into definitive documentation reflecting the contents of the Hopa Term
Sheet (the "Definitive Agreements"). The Definitive Agreements will be described
in, and filed as exhibits to, a subsequent amendment to the Statement on
Schedule 13D.
Except as set forth above, none of the Edizione Reporting Persons has
any present plans or proposals which relate to or would result in any of the
actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Notwithstanding the foregoing, each of the Edizione Reporting Persons retains
its right, subject at all times to its obligations and limitations under the
Purchase Agreement and the Shareholders Agreement, to (a) change its plans and
objectives as they relate to Telecom Italia at any time, (b) acquire additional
interests, directly or indirectly, in Telecom Italia from time to time or to
sell or otherwise dispose of all or part of any such interests beneficially
owned by it in any manner permitted by law and the agreements described in Item
6, (c) exercise its rights as a shareholder in Purchaser, (d) change its
investment intent, (d) enter into privately negotiated derivative transactions
with institutional counterparties to hedge the market risk of some or all of its
positions in Telecom Italia Shares and (e) propose one or more possible
transactions to the board of directors or governing body of Telecom Italia. In
reaching any decision as to its course of action, each Edizione Reporting Person
currently expects that it would take into consideration a variety of factors,
including, but not limited to, the following: the financial condition, business
operations and prospects of Telecom Italia; market price of the Telecom Italia
Shares; the strategy followed by Pirelli with respect to Telecom Italia; changes
in management of Telecom Italia; other business opportunities available to such
Edizione Reporting Person; developments with respect to the business of such
Edizione Reporting Person; conditions in securities markets generally; changes
in law and government regulations; general economic and industry conditions; and
other factors.
18
Item 5. Interest in Securities of the Issuer
(a) According to information reported by Consob, as of August 9, 2001,
5,261,328,631 Telecom Italia Shares were outstanding and, as of August 9, 2001,
7,283,040,814 Olivetti Shares were outstanding. According to Amendment No. 5 to
Olivetti's Statement on Schedule 13D, dated January 10, 2001, with respect to
the Telecom Italia Shares, Olivetti beneficially owned 2,890,353,432 Telecom
Italia Shares, representing approximately 54.94% of the total number of Telecom
Italia Shares reported to be outstanding as of August 9, 2001. Pursuant to the
Purchase Agreement, Pirelli and Edizione Holding acquired, through the
Purchaser, Olivetti Shares representing 21.32% of the total number reported to
be outstanding as of August 9, 2001. Pirelli and Edizione Holding also
transferred to the Purchaser Olivetti Shares owned by them representing 3.82%
and 1.84%, respectively, of the total number reported to be outstanding as of
August 9, 2001. Accordingly, as discussed in Items 3 and 4 above, after the
second closing under the Purchase Agreement, Pirelli and Edizione Holding could
be deemed to beneficially own 26.9% of the Olivetti Shares reported to be
outstanding as of August 9, 2001(27.7% after the Additional Olivetti Shares are
purchased) and, therefore, the Telecom Italia Shares beneficially owned by
Olivetti. By virtue of their share ownership, each of the Edizione Reporting
Persons may be deemed to be the beneficial owner of all Telecom Italia Shares
beneficially owned by the Purchaser.
In the New Partners Agreement, UCI and BCI represented that, as of
September 13, 2001, UCI, including through its subsidiaries, owned not more than
6,616,827 Olivetti Shares and held as pledgee, with the right to vote, not more
than 46,694,466 Olivetti Shares and BCI, including through its subsidiaries,
owned not more than 15,129,380 Olivetti Shares and held as pledgee, with the
right to vote, not more than 13,865,712 Olivetti Shares. These shares
represented approximately 2.1% and 1.9%, respectively, of the total number of
Olivetti Shares reported by Consob to be outstanding as of August 28, 2001.
Alessandro Benetton, Director of Edizione Holding, is the beneficial
owner of 250 ordinary shares of euro 0.55 par value each of Telecom Italia
S.p.A., representing a de minimis percentage of the shares reported to be
outstanding.
After giving effect to the acquisition of the 54,000,000 Additional
Shares from Bell, the Purchaser directly held 2,019,302,250 Olivetti Shares and
68,409,125 Olivetti Warrants.
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 had the right to acquire a further 263,500,000 Olivetti
Shares.
19
On December 13, 2001, Olivetti reported to the Companies Registry of
Turin that, as of that date, there were 8,783,701,564 Olivetti Shares issued and
outstanding. The Purchaser's direct holding of 2,524,127,813 Olivetti Shares
represented 28.74% of the total number of Olivetti Shares reported to be
outstanding. This percentage assumes that the Purchaser has not converted any of
its Olivetti Convertible Bonds, exercised any of its Olivetti Warrants or
acquired any Olivetti Shares in connection with the transactions described Item
5(c).
According to Amendment No. 7 to Olivetti's Statement on Schedule 13D,
dated October 30, 2001, with respect to Telecom Italia Shares, Olivetti
beneficially owns 2,891,656,682 Telecom Italia Shares, representing 55.0% of
the total number reported by Consob to be outstanding as of August 28, 2001.
Except as provided in this Item 5(a), none of the Edizione Reporting
Persons beneficially owns any Olivetti Shares or Telecom Italia Shares.
(b) On and from the Closing Date, giving effect to the election of the
Purchaser's nominees to the Olivetti Board as discussed in Item 4 above and
subject to the obligations and limitations under the Shareholders Agreement, the
Edizione Reporting Persons may be deemed to have shared power to vote or to
direct the vote, and shared power to dispose or to direct the disposition of,
all Telecom Italia Shares beneficially owned by Olivetti. Under such
circumstances, the Edizione Reporting Persons, in accordance with the
obligations and limitations under the Shareholders Agreement, may be deemed to
share voting and dispositive powers with Olivetti, the Purchaser and Pirelli.
(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 was 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 was 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 Exhibit 22.
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
20
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 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 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 was 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 was
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 Exhibit 23.
Except as disclosed in Item 4 above or this paragraph (c), none of the
Edizione Reporting Persons have effected any transaction in the Telecom Italia
Shares during the past 60 days.
(d)-(e) Not applicable.
The information contained in Items 3 and 4 above and Item 6 below is
incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Except as disclosed in this Item 6, none of the Edizione Reporting
Persons nor any of the directors or executive officers of the Edizione Reporting
Persons is party to any contract, arrangement, understanding or relationship
(legal or otherwise) with respect to the securities of Olivetti or Telecom
Italia.
Purchase Agreement
The description of the Purchase Agreement contained in Items 3 and 4
above is incorporated herein by reference.
Shareholders Agreement
Under the Shareholders Agreement, the Purchaser's Board of Directors
will consist of ten members, two of whom shall be appointed by Edizione Holding.
Pirelli shall have the right to appoint eight of the members of the Purchaser's
Board of Directors. Actions by the Purchaser's Board of Directors may be taken
by majority vote,
21
except that any resolution of the Board of Directors relating to the following
items will require the approval of at least one director appointed by Edizione
Holding (if present at such meeting): (i) determinations as to how the Purchaser
will vote its Olivetti Shares; (ii) any purchase or sale by the Purchaser of
shareholdings with a value exceeding euro 100,000,000; (iii) borrowings by the
Purchaser from third parties; and (iv) proposals to be submitted to any
extraordinary general meeting of the Purchaser's shareholders.
Pirelli and Edizione Holding have agreed that, to the extent permitted
by law, they will seek to cause one-fifth of any directorships (other than those
reserved by law, by-laws or other regulations to the market or governmental
authorities) on the Boards of Directors of Olivetti, Telecom Italia, Seat Pagne
Gialle S.p.A ("SEAT"), Telecom Italia Mobile S.p.A. ("TIM") and certain other
companies controlled by Olivetti, Telecom Italia, SEAT and TIM to be filled by
nominees of Edizione Holding and the Vice Chairman of each of those companies to
be designated by Edizione Holding. Edizione Holding has agreed not to oppose any
nominations made by Pirelli to fill any remaining directorships on these Boards
of Directors.
Resolutions of the Boards of Directors of Olivetti, Telecom Italia,
SEAT and TIM may be passed by majority vote, except that Pirelli has agreed
that, to the extent permitted by law, it will seek to cause the following
resolutions not to be passed without the approval of at least one director
nominated by Edizione Holding (if present at the meeting): (i) certain
transactions with a value in excess of euro 250,000,000, (ii) proposals to
convene an Extraordinary Shareholders' Meeting, (iii) transactions involving
Pirelli and its affiliates and each of Olivetti, Telecom Italia, SEAT and TIM
with a value in excess of euro 50,000,000 and (iv) related party transactions.
In the event that Pirelli and Edizione Holding (or their respective
nominees) reasonably foresee that a deadlock will occur in the proceedings of an
Extraordinary Shareholders' Meeting of the Purchaser, or with respect to the
passing of a resolution of the Board of Directors of the Purchaser (with
reference to those issues which require the approval of at least one director of
Edizione Holding (if present at the meeting)) or a resolution of the Board of
Directors of Olivetti, Telecom Italia, TIM or SEAT, the parties will meet in an
effort to attempt to resolve their disagreements. If this effort is
unsuccessful, Edizione Holding will be required to abstain (or to cause its
nominees to abstain) from voting in order to avoid the deadlock arising. In that
event, Edizione Holding will have the right to require Pirelli to purchase all
its shares in the Purchaser (the "Put Right"). If Edizione Holding does not
exercise the Put Right, then Pirelli will have the option to require Edizione
Holding to sell all its shares in the Purchaser at a price (the "Transfer
Price") to be determined by Pirelli and Edizione Holding and, in case of
disagreement, by two investment banks (each nominated by one of the parties)
after taking into account certain factors set forth in the Shareholders
Agreement. If the two investment banks nominated by the parties are unable to
agree upon the Transfer Price, then it is to be determined by a third investment
bank (to be selected by the other two investment banks) or, in the event that
they are unable to agree, by the President of the Milan Tribunal.
22
If, for any reason, the majority of the members of the Board of
Directors of Edizione Holding shall cease to be designated by certain members of
the Benetton family, Pirelli will have the right to require Edizione Holding to
purchase all its shares in the Purchaser at a price equal to 300% of the
Transfer Price. Similarly, if Dott. Marco Tronchetti Provera ceases to be
responsible for the strategic and operational management of Pirelli & C.
S.a.p.a. and its subsidiaries for any reason other than Dott. Tronchetti's
voluntary resignation from such responsibilities, Edizione Holding will have the
right to require Pirelli to purchase all its shares at a price equal to 300% of
the Transfer Price.
Each of Pirelli and Edizione Holding have certain pre-emption and
co-sale rights with respect to sales of shares of the Purchaser to third
parties. These rights shall not, however, apply to Pirelli's sale of up to 20%
of the Purchaser's share capital to third parties (which sale is subject to
Edizione Holding's approval, which cannot be unreasonably denied in case of
sales to financial investors).
Each of Pirelli and Edizione Holding are prohibited from acquiring,
directly or indirectly, Olivetti shares, bonds convertible into Olivetti shares
and/or warrants granting the right to purchase Olivetti shares, or bonds
convertible into Olivetti shares issued by Olivetti. The Purchaser is also
prohibited from acquiring such shares or other securities if doing so would
result in the Purchaser's shareholding in any such company to exceed the 30%
threshold which, under Italian law, would require the Purchaser to make a public
offer for the securities of that company.
If so requested by Pirelli, Edizione Holding shall not act to prevent
the Purchaser from accepting any public offer by a third party to acquire
Olivetti securities.
The Shareholders' Agreement shall remain in effect for a period of
three years, and if neither party gives a notice of withdrawal in the manner
prescribed in the Shareholders Agreement, it shall automatically be renewed for
successive periods of three years. If Pirelli notifies Edizione Holding of its
intention to withdraw from the Shareholders Agreement, Edizione Holding will
have the right to sell to Pirelli all its shares in the Purchaser at a price
equal to 150% of the Transfer Price.
Amendment to Shareholders Agreement
On September 14, 2001, concurrently with the execution of the New
Partners Agreement, Pirelli and Edizione Holding entered into a conforming
amendment to the Shareholders Agreement (the "Shareholders Agreement
Amendment"), a copy of which was filed as Exhibit 6. The Shareholders Agreement
Amendment amends the definition of a "Key Event" entitling one party to require
the other to purchase all its shares in the Purchaser at the price set forth in
the Shareholders Agreement (300% of the Transfer Price). As amended, a "Key
Event" is a substantial change, compared to the situation existing on September
14, 2001, in the structure of the control of Edizione Holding or Pirelli
(including, for these purposes, Pirelli & C.), so that persons, other than those
who currently have such power, have the power to appoint a majority of the
members of its Board of Directors, with a consequent potential change in the
strategic policies.
23
Second Amendment to Shareholders Agreement
On February 13, 2002, Pirelli, Edizione Holding and Edizione Finance
entered into an amendment to the Shareholders Agreement (the "Shareholders
Agreement Amendment No. 2"), a copy of which was filed as Exhibit 26. The
Shareholders Agreement Amendment No. 2 imposes a general prohibition against
acquisitions by the parties of Olivetti Shares (or other securities that are
exercisable for, or convertible into, Olivetti Shares), but permits the parties
to acquire Olivetti Convertible Bonds, subject to certain restrictions
(including restrictions on the conversion of such securities into Olivetti
Shares). The Shareholders Agreement Amendment No. 2 also provides that the
Purchaser is prohibited from acquiring Olivetti Shares (including through the
conversion of Olivetti Convertible Bonds or the exercise of Olivetti Warrants)
if doing so would cause the Purchaser's proportional shareholding of Olivetti to
exceed the 30% threshold that, under Italian law, would require the Purchaser to
make a public offer for Olivetti Shares.
Agreement with Bell Shareholders
The description of the Agreement with Bell Shareholders contained in
Item 3 above is incorporated herein by reference.
New Partners Agreement
Pursuant to the New Partners Agreement, Pirelli and each of the New
Partners have agreed that during the initial three year term of the New Partners
Agreement (described below), and to the extent permitted by law, each of the New
Partners will have the right to designate one of the members of the Board of
Directors of each of the Purchaser, Olivetti, Telecom Italia, Seat and TIM.
During any subsequent period during which the New Partners Agreement remains in
effect, the New Partners will each maintain the right to designate one member to
each Board of Directors provided that they collectively hold more than 10% of
the share capital of the Purchaser, but will be entitled to appoint, between
them, only one member to each Board of Directors if they collectively hold 10%
or less of the Purchaser's share capital.
Pirelli and each of the New Partners have agreed to consult with each
other (and, in doing so, to act in good faith and to take all reasonable
measures to reach consensus) with respect to the following (each, a "Key
Issue"):
(a) any issue that is to be determined by an extraordinary general
meeting of the Purchaser's shareholders;
(b) any resolution of the Board of Directors of the Purchaser with
respect to (i) a determination as to how the Purchaser will vote its Olivetti
Shares in any extraordinary general meeting of Olivetti's shareholders, (ii) a
determination as to how the Purchaser will vote its Olivetti Shares with respect
to certain resolutions relating to a tender offer for Olivetti Shares proposed
in any ordinary general meeting of Olivetti's shareholders,
24
(iii) any acquisition or disposition by the Purchaser of its own shares, (iv)
any acquisition or disposition by the Purchaser of securities (including
securities of Olivetti, Telecom Italia, Seat or TIM) with a value in excess of
euro 100,000,000, (v) any borrowings by the Purchaser from third parties or (vi)
any proposal to be submitted to any extraordinary general meeting of the
Purchaser's shareholders; and
(c) any resolution of the Board of Directors of Olivetti or Telecom
Italia with respect to (i) individual investments with a value in excess of euro
300,000,000, (ii) any acquisition or disposition by Olivetti or Telecom Italia,
as applicable, of its own shares, (iii) any acquisition or disposition of the
securities of any affiliate of Olivetti or Telecom Italia, as applicable, with a
value in excess of euro 300,000,000, (iv) the disposition of any business unit
with a value in excess of euro 300,000,000, (v) any proposal to convene an
extraordinary general meeting of the shareholders of Olivetti or Telecom Italia,
as applicable, for certain specified purposes, including proposing to issue
securities, alter the company's share capital, effect any merger or dissolution
of the company or amend its corporate purposes, (vi) transactions with related
parties or (vii) transactions involving affiliates of Pirelli with a value in
excess of euro 50,000,000.
If, despite consulting with each other as required under the New
Partners Agreement, Pirelli and either or both of the New Partners are unable to
reach consensus with respect to any Key Issue, then such dissenting New Partner
will be required to abstain (or to cause its nominee to abstain) from voting or
otherwise participating at the relevant extraordinary general meeting of
shareholders or meeting of the Board of Directors. In that event, the dissenting
New Partner will have the option to require Pirelli to purchase all (but not
less than all) of the shares in the Purchaser that such New Partner acquired
pursuant to the New Partners Agreement (the "Applicable Holding") at a price
(the "Put Price") to be agreed by Pirelli and each of the New Partners, or in
the absence of such agreement, to be determined by two investment banks (one of
which is to be nominated by Pirelli, and the other to be nominated by the
dissenting New Partner) after reflecting both the economic value of the shares
and a control premium. If those two investment banks do not agree upon the Put
Price within 30 business days of their appointment, it is to be determined by a
third investment bank (to be selected by the other two investment banks or, in
the event that they are unable to agree, by the President of the Milan
Tribunal). In no event is the Put Price to be (i) lower than the price paid by
the New Partner to acquire the Applicable Holding, less the aggregate amount of
any dividends received from the Purchaser with respect thereto (the "Floor
Limitation") or (ii) higher than a price calculated on the assumption that the
Purchaser has experienced an annual gross internal rate of return of 15%, before
tax, less the aggregate amount of dividends received from the Purchaser with
respect to the Applicable Holding (the "Cap Limitation").
Pirelli and its affiliates are prohibited from acquiring shares in
Olivetti (or certain other securities that are convertible into, or exercisable
for, such shares). Each of the New Partners and their respective affiliates are
prohibited from acquiring and holding any such shares or other securities (not
already held) which represent in excess of 0.4% of the
25
share capital of Olivetti. In addition, the Purchaser is prohibited from
purchasing any such shares or other securities if, as a result thereof, the
aggregate number of such shares or other securities held, or deemed to be held
under Italian law, by the Purchaser would exceed the threshold (which is
currently 30% of the share capital of Olivetti) that, under Italian law, would
require the Purchaser to make a public offer for the securities of Olivetti.
The New Partners Agreement will become void ab initio if the Closing
Date has not occurred by January 31, 2002. Otherwise, the New Partner Agreement
will remain in effect for a period of three years, and if no party thereto gives
a notice of withdrawal in the manner prescribed in the New Partners Agreement,
it shall automatically be renewed for successive periods of two years.
If Pirelli notifies the New Partners of its intention to withdraw from
the New Partners Agreement, then each of the New Partners will have the option
to require Pirelli to purchase all (but not less than all) of its Applicable
Holding at a price equal to the Put Price and subject to the Floor Limitation
and the Cap Limitation. If either (or both) of the New Partners notifies Pirelli
of its intention to withdraw from the New Partners Agreement upon the expiration
of the initial three year term of the New Partners Agreement, then Pirelli will
have the option to require such withdrawing New Partner to sell to Pirelli all
(but not less than all) of such withdrawing New Partner's Applicable Holding at
a price to be determined in the same manner as the Put Price, except that the
calculation of such price shall not take any control premium component into
account. If either (or both) of the New Partners notifies Pirelli of its
intention to withdraw from the New Partners Agreement upon the expiration of any
subsequent two year term of the New Partners Agreement, then Pirelli will have
the option to require such withdrawing New Partner to sell to Pirelli all (but
not less than all) of such withdrawing New Partner's Applicable Holding at a
price to be determined in the same manner as the Put Price and subject to the
Floor Limitation and the Cap Limitation.
If Pirelli & C. ceases to be in a position to control Pirelli, then
each of the New Partners will have the right to sell to Pirelli all (but not
less than all) of such New Partner's Applicable Holding at a price equal to the
Put Price, subject to the Floor Limitation and the Cap Limitation. In the event
that Pirelli intends to dispose of any of its shares in the Purchaser with the
result that Pirelli would hold less than a majority of the Purchaser's share
capital, each of the New Partners will be entitled to (i) receive notice of such
intention and (ii) require Pirelli to purchase from it all (but not less than
all) of such New Partner's Applicable Holding at a price to be determined in the
same manner as the Put Price, except that the calculation of such price will be
subject to the Floor Limitation, but not the Cap Limitation.
Additional information about the New Partners Agreement contained in
Item 3 above is incorporated herein by reference. Information about the equity
swap transaction contained in Item 5(c) of this Amendment No. 7 to the Statement
on Schedule 13D is incorporated herein by reference.
26
Hopa Term Sheet
The description of the provisions of the Hopa Term Sheet contained in
Item 4 above is incorporated herein by reference.
Set forth below are descriptions of two shareholders agreements
contemplated by the Hopa Term Sheet. For a more detailed description of the
proposed provisions of these agreements, reference is made to the Hopa Term
Sheet filed as Exhibit 37.
Proposed Expanded Olimpia Shareholders Agreement
The Hopa Term Sheet provides that, effective upon the Merger, Hopa and
the Present Olimpia Shareholders will enter into an agreement governing their
relationship as shareholders of Olimpia (the "Expanded Olimpia Shareholders
Agreement").
Under the Expanded Olimpia Shareholders Agreement, Hopa will have the
right to appoint one Olimpia director and the Present Olimpia Shareholders will
seek to elect one director of each of Olivetti, Telecom Italia, SEAT and TIM
nominated by Hopa (with a corresponding reduction in the number of Pirelli
nominees). Hopa's initial nominees are identified on Attachment C to the Hopa
Term Sheet; Hopa's selection of their successors will require Pirelli's consent,
which may not be unreasonably denied.
Hopa will not have the right to veto any decision taken by the board of
directors or shareholders of Olimpia. In the event of a disagreement over
certain specified transactions, the failure of Olimpia to maintain a debt to
equity ratio of 1:1 (which the Present Olimpia Shareholders will commit to
maintain, with Pirelli guaranteeing to furnish 80%, and Edizione Holding 20%, of
the necessary resources), or the occurrence of certain transactions involving
the disposition of Olimpia or Olivetti, Hopa may cause the partial demerger of
Olimpia, in which event Olimpia may cause the partial demerger of Holinvest. As
a result of these partial demerger transactions, Hopa will receive its
proportional share of Olimpia's assets and liabilities (determined in accordance
with the Hopa Term Sheet) and Olimpia will receive its proportional share of
Holinvest's assets and liabilities (determined in accordance with the Hopa Term
Sheet). Except under certain extraordinary circumstances (including the failure
of Olimpia to hold at least 25% of Olivetti's share capital or to maintain a
debt to equity ratio of 1:1 after a specified cure period), the partial demerger
transactions may not be implemented prior to the third anniversary of the
Merger.
Hopa will have certain co-sale rights in the event Pirelli reduces its
equity interest in Olimpia.
Hopa, its controlled companies, the Hopa Controlling Companies, the
Present Olimpia Shareholders and their respective controlling and controlled
companies will agree not to acquire any additional Olivetti Shares except (i) in
the case of Pirelli, in connection with the exercise of the existing call
options and swap agreements referred to in Attachment D to the Hopa Term Sheet,
(ii) as currently permitted under the New
27
Partners Agreement among Pirelli, UCI and BCI or (iii) as currently permitted
under the second amendment to the Shareholders Agreement between Pirelli and
Edizione Holding, described in Amendment No. 10 to the Statement on Schedule
13D.
The Expanded Olimpia Shareholders Agreement will have a three-year
term, subject to extension by mutual agreement of the Parties. If the Expanded
Olimpia Shareholders Agreement is not renewed, the partial demerger transactions
will occur and Hopa will receive a premium of at least euro 0.35 per Olivetti
Share (or financial instrument).
Proposed Holinvest Shareholders Agreement
The Hopa Term Sheet provides that, effective upon the Merger,
Holinvest's by-laws will be amended to limit its corporate purpose to holding
Olivetti securities and derivative financial instruments relating to Olivetti
Shares, and Olimpia and Hopa will enter into an agreement governing their
relationship as shareholders of Holinvest (the "Holinvest Shareholders
Agreement").
Under the Holinvest Shareholders Agreement, Olimpia will have the right
to designate one Holinvest director. For a period of 20 months following the
Merger, Hopa will not be permitted to dispose of its equity interest in
Holinvest and Holinvest must retain at least 65% of the Olimpia Bonds, Olivetti
Bonds and Olivetti Financial Instruments that it holds at the time of the
Merger. Thereafter, and for a period of two years after expiration of the
agreement, Olimpia will have a right of first refusal in the event Holinvest
wishes to sell its Olivetti Instruments.
The Holinvest Shareholders Agreement will have a three-year term,
subject to automatic extension if and to the extent the Expanded Olimpia
Shareholders Agreement is extended.
Item 7. Material to be Filed as Exhibits
1. Agreement, dated as of July 30, 2001, by and among Pirelli
S.p.A., Edizione Holding S.p.A. and Bell S.A. (English
translation) (A portion of this exhibit has been redacted
pursuant to a confidential treatment request.) - incorporated
by reference to Telecom Italia S.p.A/Edizione Holding S.p.A.
Schedule 13D, filed August 9, 2001
2. Agreement, dated as of August 7, 2001, by and among Pirelli
S.p.A. and Edizione Holding S.p.A. (English translation) -
incorporated by reference to Telecom Italia S.p.A/Edizione
Holding S.p.A. Schedule 13D, filed August 9, 2001
3. By-laws of Olimpia S.p.A., comprising Annex I to the
Shareholders Agreement filed as Exhibit 2 (English
translation) - incorporated by
28
reference to Amendment 1 to Telecom Italia S.p.A/Edizione
Holding S.p.A. Schedule 13D, filed August 31, 2001
4. (a) Letter, dated September 14, 2001, from UCI and BCI to
Pirelli [English translation] - incorporated by reference to
Amendment 2 to Telecom Italia S.p.A/Edizione Holding S.p.A.
Schedule 13D, filed September 26, 2001
(b) Letter, dated September 14, 2001, from Pirelli to UCI and BCI
[English translation] - incorporated by reference to Amendment
2 to Telecom Italia S.p.A/Edizione Holding S.p.A.
Schedule 13D, filed September 26, 2001
5. Joint Press Release, dated September 19, 2001, issued by the
Purchaser and the Majority Bell Shareholders [English
translation] - incorporated by reference to Amendment 2 to
Telecom Italia S.p.A/Edizione Holding S.p.A. Schedule 13D,
filed September 26, 2001
6. Amendment, dated September 14, 2001, to the Shareholders
Agreement among Pirelli and Edizione Holding [English
translation] - incorporated by reference to Amendment 2 to
Telecom Italia S.p.A/Edizione Holding S.p.A. Schedule 13D,
filed September 26, 2001
7. Joint Press Release, dated September 27, 2001, issued by
Olivetti and Telecom Italia [English translation] -
incorporated by reference to Amendment 3 to Telecom Italia
S.p.A/Edizione Holding S.p.A. Schedule 13D, filed October 4,
2001 - incorporated by reference to Amendment 3 to Telecom
Italia S.p.A/Edizione Holding S.p.A. Schedule 13D, filed
October 4, 2001
8. Regulations of the Bond Loan Olimpia S.p.A. 1.5% 2001-2007
[English translation] - incorporated by reference to Amendment
4 to Telecom Italia S.p.A/Edizione Holding S.p.A. Schedule
13D, filed October 10, 2001
9. Credit Agreement, dated October 3, 2001, between the Purchaser
and MPS [English translation] - incorporated by reference to
Amendment 4 to Telecom Italia S.p.A/Edizione Holding S.p.A.
Schedule 13D, filed October 10, 2001
10. Credit Agreement, dated October 3, 2001, between the Purchaser
and BAPV [English translation] - incorporated by reference to
Amendment 4 to Telecom Italia S.p.A/Edizione Holding S.p.A.
Schedule 13D, filed October 10, 2001
11. Credit Agreement, dated October 3, 2001, between the Purchaser
and Interbanca [English translation] - incorporated by
reference to Amendment 4 to Telecom Italia S.p.A/Edizione
Holding S.p.A. Schedule 13D, filed October 10, 2001
29
12. Credit Agreement, dated October 3, 2001, by and among the
Purchaser, BCI, UCI and Credito Italiano S.p.A. [English
translation] - incorporated by reference to Amendment 4 to
Telecom Italia S.p.A/Edizione Holding S.p.A. Schedule 13D,
filed October 10, 2001
13. Pledge Agreement, dated October 3, 2001, by and among the
Purchaser, BCI, UCI and Credito Italiano S.p.A. [English
translation] - incorporated by reference to Amendment 4 to
Telecom Italia S.p.A/Edizione Holding S.p.A. Schedule 13D,
filed October 10, 2001
14. Loan Agreement and Amendment, among Sanpaolo IMI S.p.A.,
Mediocredito Centrale S.p.A., Interbanca S.p.A., Banca
Antoniana - Popolare Veneta Soc. Coop. a r.l., Banca Nazionale
del Lavoro S.p.A., Monte dei Paschi di Siena S.p.A., Edizione
Participations S.A. and Edizione Finance as borrowers and
Edizione Holding as guarantor. [English Translation] -
incorporated by reference to Amendment 4 to Telecom Italia
S.p.A/Edizione Holding S.p.A. Schedule 13D, filed October 10,
2001
15. Press Release, dated October 13, 2001, issued by Olivetti-
incorporated by reference to Amendment 5 to Telecom Italia
S.p.A/Edizione Holding S.p.A. Schedule 13D, filed October 26,
2001
16. Letter Agreement, dated as of October 31, 2001, between
Mediobanca and the Purchaser [English translation] -
incorporated by reference to Amendment 6 to Telecom Italia
S.p.A/Edizione Holding S.p.A. Schedule 13D, filed November 9,
2001
17. Letter Agreement, dated as of October 31, 2001, between
Pirelli and the Purchaser [English translation] - incorporated
by reference to Amendment 6 to Telecom Italia S.p.A/Edizione
Holding S.p.A. Schedule 13D, filed November 9, 2001
18. Revolving Facility Agreement, dated as of October 30, 2001, by
and among the Purchaser, BCI, UBM and Banca di Roma-
incorporated by reference to Amendment 6 to Telecom Italia
S.p.A/Edizione Holding S.p.A. Schedule 13D, filed November 9,
2001
19. Pledge Agreement, dated as of October 30, 2001, by and among
the Purchaser, BCI, UBM, Banca di Roma, Banca CRT S.p.A. and
Rolo Banca 1473 S.p.A. [English Translation] - incorporated by
reference to Amendment 6 to Telecom Italia S.p.A/Edizione
Holding S.p.A. Schedule 13D, filed November 9, 2001
20. Credit Agreement, dated as of November 14, 2001, between the
Purchaser and Banca di Roma S.p.A. [English translation] -
incorporated by
30
reference to Amendment 7 to Telecom Italia S.p.A/Edizione
Holding S.p.A. Schedule 13D, filed November 30, 2001
21. Regulations of the Bond Loan Olimpia S.p.A. 3% 2001 - 2006
Convertible into Common Shares of Telecom Italia Mobile S.p.A.
[English translation] - incorporated by reference to Amendment
7 to Telecom Italia S.p.A/Edizione Holding S.p.A. Schedule
13D, filed November 30, 2001
22. Summary of Terms of equity swap transaction with respect to
131,750,000 Olivetti Shares between the Purchaser and Caboto-
incorporated by reference to Amendment 7 to Telecom Italia
S.p.A/Edizione Holding S.p.A. Schedule 13D, filed November 30,
2001
23. Letter Agreement, dated as of November 20, 2001, between the
Purchaser and UBM - incorporated by reference to Amendment 7
to Telecom Italia S.p.A/Edizione Holding S.p.A. Schedule 13D,
filed November 30, 2001
24. Amended Article I and Paragraph 10(a) of the instrument
governing the bonds issued by the Purchaser to Bell on October
5, 2001 (a copy of which was filed with Amendment No. 4 to the
Statement on Schedule 13D as Exhibit 8) [English translation]
- incorporated by reference to Amendment 8 to Telecom Italia
S.p.A/Edizione Holding S.p.A. Schedule 13D, filed December 21,
2001
25. Press release, dated as of February 14, 2002, issued by
Telecom Italia - incorporated by reference to Amendment 9 to
Telecom Italia S.p.A/Edizione Holding S.p.A. Schedule 13D,
filed February 25, 2002
26. Shareholders Agreement Amendment No. 2, dated as of February
13, 2002, by and among Pirelli, Edizione Holding and Edizione
Finance. [English translation] - incorporated by reference to
Amendment 9 to Telecom Italia S.p.A/Edizione Holding S.p.A.
Schedule 13D, filed February 25, 2002
27. Hopa Term Sheet, dated December 19, 2002 [English translation]
28. Press Release, dated December 19, 2002, issued by Pirelli
[English translation]
29. Press Release, dated December 19, 2002, issued by Olimpia
[English translation]
30. Background note for the media issued by Olimpia on December
22, 2002 [English translation]
31
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: January 16, 2003
EDIZIONE HOLDING S.p.A.
By: /s/ Gianni Mion
______________________________________
Name: Gianni Mion
Title: Chief Executive Officer
32
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: January 16, 2003
EDIZIONE FINANCE INTERNATIONAL S.A.
By: /s/ Gustave Stoffel
_______________________________________
Name: Gustave Stoffel
Title: Director
33
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: January 16, 2003
RAGIONE S.a.p.a DI GILBERTO
BENETTON E C.
By: /s/ Gilberto Benetton
_______________________________________
Name: Gilberto Benetton
Title: Chairman
34
SCHEDULE I
Directors And Executive Officers
A. Edizione Holding S.p.A.
==================================================================================================================
POSITIONS WITH
NAME AND BUSINESS EDIZIONE HOLDING PRESENT PRINCIPAL
ADDRESS CITIZENSHIP S.p.A. OCCUPATION
----------------- ----------- ----------------- ------------------
------------------------------------------------------------------------------------------------------------------
Gilberto Benetton Italian Chairman of the Board Chairman of the Board of Edizione
Holding S.p.A. and Chairman of the Board
of Ragione S.a.p.a. di Gilberto Benetton
e C.
---------------------------------------------------------------------------------------------------------------
Luciano Benetton Italian Director Chairman of the Board of Benetton S.p.A.
------------------------------------------------------------------------------------------------------------------
Carlo Benetton Italian Deputy Chairman of the Deputy Chairman of the Board of Benetton
Board S.p.A.
------------------------------------------------------------------------------------------------------------------
Giuliana Benetton Italian Director Director of Benetton S.p.A.
------------------------------------------------------------------------------------------------------------------
Alessandro Benetton Italian Director Chairman of the Board of 21,
Investimenti S.p.A.
------------------------------------------------------------------------------------------------------------------
Gianni Mion Italian Chief Executive Officer Chief Executive Officer of Edizione
Holding S.p.A.
==================================================================================================================
35
B. Edizione Finance International S.A.
==================================================================================================================
POSITIONS WITH
NAME AND BUSINESS EDIZIONE FINANCE PRESENT PRINCIPAL
ADDRESS CITIZENSHIP INTERNATIONAL S.A. OCCUPATION
----------------- ----------- ------------------ ------------------
------------------------------------------------------------------------------------------------------------------
Giancarlo Olgiati Swiss Director Partner, Studio Olgiati Law Firm
------------------------------------------------------------------------------------------------------------------
Sergio de Simoi Italian Director Consultant
------------------------------------------------------------------------------------------------------------------
Gustave Stoffel Luxembourg Director Consultant
------------------------------------------------------------------------------------------------------------------
Jean Hoss Luxembourg Director Partner, Elvinger, Hoss & Prussen
Law Firm
------------------------------------------------------------------------------------------------------------------
Gianni Mion Italian Director Chief Executive Officer of Edizione
Holdings S.p.A.
------------------------------------------------------------------------------------------------------------------
Roberto Savini Italian Director Consultant
==================================================================================================================
36
C. Ragione S.a.p.a. di Gilberto Benetton e C.
==================================================================================================================
POSITIONS WITH
NAME AND BUSINESS RAGIONE S.A.P.A. DI PRESENT PRINCIPAL
ADDRESS CITIZENSHIP GILBERTO BENETTON E C. OCCUPATION
----------------- ----------- ---------------------- -----------------
------------------------------------------------------------------------------------------------------------------
Gilberto Benetton Italian Chairman of the Board Chairman of the Board of Edizione
Holding S.p.A. and Chairman of the
Board of Ragione S.a.p.a. di
Gilberto Benetton e C.
------------------------------------------------------------------------------------------------------------------
Carlo Benetton Italian Deputy Chairman Deputy Chairman of the Board of
Benetton S.p.A.
------------------------------------------------------------------------------------------------------------------
Giuliana Benetton Italian Director Director of Benetton S.p.A.
------------------------------------------------------------------------------------------------------------------
Luciano Benetton Italian Director Chairman of the Board of Benetton
S.p.A.
==================================================================================================================
37
EXHIBIT INDEX
1. Agreement, dated as of July 30, 2001, by and among Pirelli S.p.A., Edizione
Holding S.p.A. and Bell S.A. (English translation) (A portion of this
exhibit has been redacted pursuant to a confidential treatment request.) -
incorporated by reference to Telecom Italia S.p.A/Edizione Holding S.p.A.
Schedule 13D, filed August 9, 2001
2. Agreement, dated as of August 7, 2001, by and among Pirelli S.p.A. and
Edizione Holding S.p.A. (English translation) - incorporated by reference
to Telecom Italia S.p.A/Edizione Holding S.p.A. Schedule 13D, filed August
9, 2001
3. By-laws of Olimpia S.p.A., comprising Annex I to the Shareholders Agreement
filed as Exhibit 2 (English translation) - incorporated by reference to
Amendment 1 to Telecom Italia S.p.A/Edizione Holding S.p.A. Schedule 13D,
filed August 31, 2001
4. (a) Letter, dated September 14, 2001, from UCI and BCI to Pirelli [English
translation] - incorporated by reference to Amendment 2 to Telecom Italia
S.p.A/Edizione Holding S.p.A. Schedule 13D, filed September 26, 2001
(b) Letter, dated September 14, 2001, from Pirelli to UCI and BCI [English
translation] - incorporated by reference to Amendment 2 to Telecom Italia
S.p.A/Edizione Holding S.p.A. Schedule 13D, filed September 26, 2001
5. Joint Press Release, dated September 19, 2001, issued by the Purchaser and
the Majority Bell Shareholders [English translation] - incorporated by
reference to Amendment 2 to Telecom Italia S.p.A/Edizione Holding S.p.A.
Schedule 13D, filed September 26, 2001
6. Amendment, dated September 14, 2001, to the Shareholders Agreement among
Pirelli and Edizione Holding [English translation] - incorporated by
reference to Amendment 2 to Telecom Italia S.p.A/Edizione Holding S.p.A.
Schedule 13D, filed September 26, 2001
7. Joint Press Release, dated September 27, 2001, issued by Olivetti and
Telecom Italia [English translation] - incorporated by reference to
Amendment 3 to Telecom Italia S.p.A/Edizione Holding S.p.A. Schedule 13D,
filed October 4, 2001 - incorporated by reference to Amendment 3 to Telecom
Italia S.p.A/Edizione Holding S.p.A. Schedule 13D, filed October 4, 2001
8. Regulations of the Bond Loan Olimpia S.p.A. 1.5% 2001-2007 [English
translation] - incorporated by reference to Amendment 4 to Telecom Italia
S.p.A/Edizione Holding S.p.A. Schedule 13D, filed October 10, 2001
9. Credit Agreement, dated October 3, 2001, between the Purchaser and MPS
[English translation] - incorporated by reference to Amendment 4 to Telecom
Italia S.p.A/Edizione Holding S.p.A. Schedule 13D, filed October 10, 2001
10. Credit Agreement, dated October 3, 2001, between the Purchaser and BAPV
[English translation] - incorporated by reference to Amendment 4 to Telecom
Italia S.p.A/Edizione Holding S.p.A. Schedule 13D, filed October 10, 2001
11. Credit Agreement, dated October 3, 2001, between the Purchaser and
Interbanca [English translation] - incorporated by reference to Amendment 4
to Telecom Italia S.p.A/Edizione Holding S.p.A. Schedule 13D, filed October
10, 2001
12. Credit Agreement, dated October 3, 2001, by and among the Purchaser, BCI,
UCI and Credito Italiano S.p.A. [English translation] - incorporated by
reference to Amendment 4 to Telecom Italia S.p.A/Edizione Holding S.p.A.
Schedule 13D, filed October 10, 2001
13. Pledge Agreement, dated October 3, 2001, by and among the Purchaser, BCI,
UCI and Credito Italiano S.p.A. [English translation] - incorporated by
reference to Amendment 4 to Telecom Italia S.p.A/Edizione Holding S.p.A.
Schedule 13D, filed October 10, 2001
14. Loan Agreement and Amendment, among Sanpaolo IMI S.p.A., Mediocredito
Centrale S.p.A., Interbanca S.p.A., Banca Antoniana - Popolare Veneta Soc.
Coop. a r.l., Banca Nazionale del Lavoro S.p.A., Monte dei Paschi di Siena
S.p.A., Edizione Participations S.A. and Edizione Finance as borrowers and
Edizione Holding as guarantor. [English Translation] - incorporated by
reference to Amendment 4 to Telecom Italia S.p.A/Edizione Holding S.p.A.
Schedule 13D, filed October 10, 2001
15. Press Release, dated October 13, 2001, issued by Olivetti- incorporated by
reference to Amendment 5 to Telecom Italia S.p.A/Edizione Holding S.p.A.
Schedule 13D, filed October 26, 2001
16. Letter Agreement, dated as of October 31, 2001, between Mediobanca and the
Purchaser [English translation] - incorporated by reference to Amendment 6
to Telecom Italia S.p.A/Edizione Holding S.p.A. Schedule 13D, filed
November 9, 2001
17. Letter Agreement, dated as of October 31, 2001, between Pirelli and the
Purchaser [English translation] - incorporated by reference to Amendment 6
to Telecom Italia S.p.A/Edizione Holding S.p.A. Schedule 13D, filed
November 9, 2001
18. Revolving Facility Agreement, dated as of October 30, 2001, by and among
the Purchaser, BCI, UBM and Banca di Roma- incorporated by reference to
Amendment 6 to Telecom Italia S.p.A/Edizione Holding S.p.A. Schedule 13D,
filed November 9, 2001
19. Pledge Agreement, dated as of October 30, 2001, by and among the Purchaser,
BCI, UBM, Banca di Roma, Banca CRT S.p.A. and Rolo Banca 1473 S.p.A.
[English Translation] - incorporated by reference to Amendment 6 to Telecom
Italia S.p.A/Edizione Holding S.p.A. Schedule 13D, filed November 9, 2001
20. Credit Agreement, dated as of November 14, 2001, between the Purchaser and
Banca di Roma S.p.A. [English translation] - incorporated by reference to
Amendment 7 to Telecom Italia S.p.A/Edizione Holding S.p.A. Schedule 13D,
filed November 30, 2001
21. Regulations of the Bond Loan Olimpia S.p.A. 3% 2001 - 2006 Convertible into
Common Shares of Telecom Italia Mobile S.p.A. [English translation] -
incorporated by reference to Amendment 7 to Telecom Italia S.p.A/Edizione
Holding S.p.A. Schedule 13D, filed November 30, 2001
22. Summary of Terms of equity swap transaction with respect to 131,750,000
Olivetti Shares between the Purchaser and Caboto- incorporated by reference
to Amendment 7 to Telecom Italia S.p.A/Edizione Holding S.p.A. Schedule
13D, filed November 30, 2001
23. Letter Agreement, dated as of November 20, 2001, between the Purchaser and
UBM- incorporated by reference to Amendment 7 to Telecom Italia
S.p.A/Edizione Holding S.p.A. Schedule 13D, filed November 30, 2001
24. Amended Article I and Paragraph 10(a) of the instrument governing the bonds
issued by the Purchaser to Bell on October 5, 2001 (a copy of which was
filed with Amendment No. 4 to the Statement on Schedule 13D as Exhibit 8)
[English translation] - incorporated by reference to Amendment 8 to Telecom
Italia S.p.A/Edizione Holding S.p.A. Schedule 13D, filed December 21, 2001
25. Press release, dated as of February 14, 2002, issued by Telecom Italia -
incorporated by reference to Amendment 9 to Telecom Italia S.p.A/Edizione
Holding S.p.A. Schedule 13D, filed February 25, 2002
26. Shareholders Agreement Amendment No. 2, dated as of February 13, 2002, by
and among Pirelli, Edizione Holding and Edizione Finance. [English
translation] - incorporated by reference to Amendment 9 to Telecom Italia
S.p.A/Edizione Holding S.p.A. Schedule 13D, filed February 25, 2002
27. Hopa Term Sheet, dated December 19, 2002 [English translation]
28. Press Release, dated December 19, 2002, issued by Pirelli [English
translation]
29. Press Release, dated December 19, 2002, issued by Olimpia [English
translation]
30. Background note for the media issued by Olimpia on December 22, 2002
[English translation]