UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 18)
--------------------
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)
JANUARY 23, 2004
(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
--------------------------
CUSIP No. 87927W10
--------------------------
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
Banca Intesa S.p.A.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Italy
--------------------------------------------------------------------------------
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)
------------------------------------------------
9. SOLE DISPOSITIVE POWER - 12,537,742
------------------------------------------------
10. SHARED DISPOSITIVE POWER - 1,751,765,823
(See Item 5)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,770,615,593
(See Item 5)
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.19%
(See Item 5)
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - CO
--------------------------------------------------------------------------------
2
This Amendment No. 18 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 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Reference is made to the Hopa Agreement (as that term is defined in Item 6
of Amendment No. 17 to Pirelli's Statement on Schedule 13D). On January 23,
2004, the parties to the Hopa Agreement entered into an agreement to amend the
Hopa Agreement (the "Hopa Agreement Amendment"). The Hopa Agreement Amendment
relieves Hopa of certain restrictions contained in the Hopa Agreement relating
to Hopa's ownership of Telecom Italia Shares in order to permit Hopa to enter
into a transaction with Nexgen Capital Limited pursuant to which Hopa will
receive 229,411,021 Telecom Italia Shares in exchange for certain derivative
instruments whose value is linked to the performance of Telecom Italia Shares. A
copy of an English translation of the Hopa Agreement Amendment is filed as
Exhibit to Amendment No. 27 to Pirelli's Schedule 13D, dated January 23, 2004,
filed as Exhibit 43 to this Schedule 13D and incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
Exhibit 43 Hopa Agreement Amendment, dated as of January 23, 2004
[English translation] (incorporated by reference to Exhibit 60 to
the Schedule 13D, dated January 23, 2004, filed with the
Securities and Exchange Commission by Pirelli S.p.A.)
3
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
---------------------------
Name: Elisabetta Lunati
Title: Executive Manager
Dated: February 2, 2004
4