UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 17)
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TELECOM ITALIA S.p.A.
(Name of Issuer)
ORDINARY SHARES OF EURO 0.55 PAR VALUE
PER ORDINARY SHARE
(Title of Class of Securities)
87927W10
(CUSIP Number)
ELISABETTA LUNATI
BANCA INTESA S.p.A.
VIA VERDI, 8
MILAN 20121, ITALY
011 39 02 87963525
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 18, 2003
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
SCHEDULE 13D
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CUSIP No. 87927W10
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
Banca Intesa S.p.A.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Italy
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NUMBER OF SHARES 7. SOLE VOTING POWER - 18,849,770
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH -------------------------------------------------
8. SHARED VOTING POWER - 1,751,765,823
(See Item 5)
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9. SOLE DISPOSITIVE POWER - 12,537,742
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10. SHARED DISPOSITIVE POWER - 1,751,765,823
(See Item 5)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,770,615,593
(See Item 5)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.19%
(See Item 5)
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14. TYPE OF REPORTING PERSON - CO
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This Amendment No. 17 amends the Statement on Schedule 13D, dated October
19, 2001, as amended (as previously amended, the "Statement on Schedule 13D"),
filed by IntesaBci S.p.A. (now Banca Intesa S.p.A.), a company organized under
the laws of the Republic of Italy ("Intesa"), with respect to the ordinary
shares, euro 0.55 par value per share, of Telecom Italia S.p.A., a company
incorporated under the laws of the Republic of Italy. Capitalized terms used in
this Amendment without definition have the meanings ascribed to them in the
Statement on Schedule 13D.
Intesa, Pirelli, Edizione Holding, UniCredito, Olimpia S.p.A. ("Olimpia")
and, as discussed in Items 4 and 6 of Amendment No. 7 to the Statement on
Schedule 13D, Hopa S.p.A. ("Hopa") are members of a group with respect to the
Telecom Italia Shares. This Amendment constitutes a separate filing on Schedule
13D by Intesa in accordance with Rule 13d-1(k)(2) under the Securities Exchange
Act of 1934, as amended.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
Reference is made to Item 4 of Amendment No. 25 to Pirelli's Schedule 13D.
On December 18, 2003, Olimpia purchased 294,750,000 Telecom Italia Shares from
Mediobanca at a price per share of euro 2.37 pursuant to the agreement entered
into by Olimpia and Mediobanca on November 5, 2003. Olimpia obtained the
purchase price from capital contributed by its shareholders, as reported in Item
4 of Amendment No. 25 to Pirelli's Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
After giving effect to the acquisition of the 294,750,000 Telecom Italia
Shares referred to in Item 3 (all of which are beneficially owned by Intesa with
shared voting power and shared dispositive power), Intesa beneficially owns
1,770,615,593 Telecom Italia Shares, representing approximately 17.19% of the
total number of outstanding Telecom Italia Shares.
By virtue of its ownership of 8.4% of the outstanding shares of capital
stock of Olimpia as of December 31, 2003, Intesa may be deemed to beneficially
own all shares of Telecom Italia beneficially owned by Olimpia.
(a) As of December 31, 2003, Intesa and its subsidiaries owned
12,537,742 Telecom Italia Shares, and held as pledgee, with a right to vote,
18,849,770 Telecom Italia Shares.
(b) Intesa has sole power to vote or to direct the power to vote
18,849,770 Telecom Italia Shares that have been pledged to Intesa in connection
with loan transactions entered into in the ordinary course of Intesa's banking
business. Intesa has the sole power to vote and dispose of 12,537,742 Telecom
Italia Shares.
(c) Except as disclosed in Item 3 of the Statement on Schedule 13D and
other than pledge transactions entered into in the ordinary course of Intesa's
banking activities, Intesa has not effected any transaction in Telecom Italia
Shares during the past 60 days.
After giving effect to the acquisition of the 294,750,000 Telecom Italia
Shares referred to in Item 3, Olimpia beneficially owns 1,751,765,823 Telecom
Italia Shares, representing approximately 17.01% of the total number of
outstanding Telecom Italia Shares.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Reference is made to the New Partners Agreement (as that term is defined in
Item 3 of Amendment No. 2 to Pirelli's Schedule 13D). On December 16, 2003,
Pirelli, UniCredito and Intesa entered into an agreement to amend the New
Partners Agreement (the "New Partners Agreement Amendment"). Pursuant to the New
Partners Agreement Amendment, each of UniCredito and Intesa agrees to fully
subscribe for its proportional share of Olimpia Shares in connection with the
capital increase described in Item 4 of Amendment No. 25 to Pirelli's Schedule
13D (such shares, the "New Shares"). In addition, the New Partners Agreement
Amendment modifies in certain respects the manner in which the purchase price to
be paid by Pirelli for the New Shares is to be determined in the event that any
such shares are transferred to Pirelli pursuant to the New Partners Agreement. A
copy of the New Partners Agreement Amendment and a copy of a joint press release
issued by Pirelli, UniCredito and Intesa concerning the New Partners Agreement
Amendment are filed as Exhibits 58 and 59, respectively, to Pirelli's Schedule
13D, dated December 18, 2003, and are filed as Exhibits 41 and 42, respectively,
to this Schedule 13D and incorporated by reference herein.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
Exhibit 41 New Partners Agreement Amendment [English translation] dated as
of December 18, 2003 (incorporated by reference to Exhibit 58 to
the Schedule 13D, dated December 18, 2003, filed with the
Securities and Exchange Commission by Pirelli S.p.A.)
Exhibit 42 Joint press release of Pirelli, UniCredito and Intesa, dated as
of December 18, 2003 [English translation] (incorporated by
reference to Exhibit 59 to the Schedule 13D, dated December 18,
2003, filed with the Securities and Exchange Commission by
Pirelli S.p.A.)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
BANCA INTESA S.P.A.
By: /s/ Elisabetta Lunati
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Name: Elisabetta Lunati
Title: Executive Manager
Dated: January 22, 2004
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