-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UVD4RxuAUtlNPToLqWdm3T6ZGEiJSJAtGzoLbX7i7l6zLjGeKlg54tQt52fWaaXV SQh93oiOtYysz7eJSNgFvQ== 0000950117-04-000086.txt : 20040107 0000950117-04-000086.hdr.sgml : 20040107 20040107155035 ACCESSION NUMBER: 0000950117-04-000086 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040107 GROUP MEMBERS: EDIZIONE FINANCE INTERNATIONAL S.A. GROUP MEMBERS: RAGIONE S.A.P.A DI GILBERTO BENETTON E C. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EDIZIONE HOLDING SPA CENTRAL INDEX KEY: 0001164752 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: CALMAGGIORE 23 STREET 2: TERVISO CITY: ITALY STATE: L6 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELECOM ITALIA S P A CENTRAL INDEX KEY: 0000948642 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50644 FILM NUMBER: 04513216 BUSINESS ADDRESS: STREET 1: CORSO D ITALIA 41 CITY: ROME 00198 STATE: L6 BUSINESS PHONE: 2123088799 MAIL ADDRESS: STREET 1: 400 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: STET SOCIETA FINANZIARIA TELEFONICA PA DATE OF NAME CHANGE: 19950727 SC 13D/A 1 a36806.txt TELECOM ITALIA S.P.A. =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) (Amendment No. 20) ------------------------------ 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 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 9) - ----------------------------------------------------------- --------------------------------------------- CUSIP No. 87927W10 13D - ----------------------------------------------------------- --------------------------------------------- - ----------------------- -------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON EDIZIONE HOLDING S.p.A. I.R.S. IDENTIFICATION NO. Not Applicable OF ABOVE PERSON - ----------------------- -------------------------------------------------------------------------------------------- 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 ITEM 2(d) OR 2(e): [ ] - ----------------------- -------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Italy - ----------------------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 0 SHARES --------------------- --------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 1,751,765,823 OWNED BY (See Item 5) --------------------- --------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER: 0 EACH --------------------- --------------------------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER: 1,751,765,823 PERSON WITH (See Item 5) - ------------------- -------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 1,751,765,823 (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): 17.01% (See Item 5) - ------------------- -------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO
(Page 2) - ----------------------------------------------------------- --------------------------------------------- CUSIP No. 87927W10 13D - ----------------------------------------------------------- --------------------------------------------- - ----------------------- -------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON EDIZIONE FINANCE INTERNATIONAL S.A. I.R.S. IDENTIFICATION NO. Not Applicable OF ABOVE PERSON - ----------------------- -------------------------------------------------------------------------------------------- 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 ITEM 2(d) OR 2(e): [ ] - ----------------------- -------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Italy - ----------------------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 0 SHARES --------------------- --------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 1,751,765,823 OWNED BY (See Item 5) --------------------- --------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER: 0 EACH --------------------- --------------------------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER: 1,751,765,823 PERSON WITH (See Item 5) - ------------------- -------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 1,751,765,823 (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): 17.01% (See Item 5) - ------------------- -------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO
(Page 3) - ----------------------------------------------------------- --------------------------------------------- CUSIP No. 87927W10 13D - ----------------------------------------------------------- --------------------------------------------- - ----------------------- -------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON RAGIONE S.a.p.a. DI GILBERTO BENETTON E C. I.R.S. IDENTIFICATION NO. Not Applicable OF ABOVE PERSON - ----------------------- -------------------------------------------------------------------------------------------- 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 ITEM 2(d) OR 2(e): [ ] - ----------------------- -------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Italy - ----------------------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 0 SHARES --------------------- --------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 1,751,765,823 OWNED BY (See Item 5) --------------------- --------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER: 0 EACH --------------------- --------------------------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER: 1,751,765,823 PERSON WITH (See Item 5) - ------------------- -------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 1,751,765,823 (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): 17.01% (See Item 5) - ------------------- -------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: PN
(Page 4) This Amendment No. 20 amends 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. Capitalized terms used in this Amendment without definition have the meanings ascribed to them in the Statement on Schedule 13D. This Amendment is being filed by each of the Edizione Reporting Persons. Pirelli, the Purchaser, Edizione Holding, UCI, BCI, and, as discussed in Items 4 and 6 of Amendment No. 10 to the Statement on Schedule 13D, Hopa are members of a group with respect to the Telecom Italia Shares. 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 solely responsible for the information contained in this filing, except that information contained in the Statement on Schedule 13D concerning any director or officer of the Purchaser nominated by Pirelli, UCI, BCI or Hopa has been provided by the nominating person or by such nominee director or officer. Item 3. Source and Amount of Funds and Other Consideration Reference is made to Item 4 of Amendment No. 19 to the Statement on 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. 19 to the Statement on 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, Olimpia holds 1,751,765,823 Telecom Italia Shares, representing approximately 17.01% of the total number of outstanding Telecom Italia Shares. 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. 10 to the Statement on Schedule 13D). On December 16, 2003, Pirelli, UCI and Banca 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 UCI and Banca 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. 19 to the Statement on Schedule 13D (such shares, the "New (Page 5) 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 is filed as Exhibit 44 and a copy of a joint press release issued by Pirelli, UCI and Banca Intesa concerning the New Partners Agreement Amendment is filed as Exhibit 45. Item 7. Material to be Filed as Exhibits 44. New Partners Agreement Amendment [English translation]. 45. Joint press release of Pirelli, UCI and Banca Intesa Olimpia, dated as of December 18, 2003 [English translation]. (Page 6) EXHIBIT INDEX Exhibit No. 44. New Partners Agreement Amendment [English translation]. 45. Joint press release of Pirelli, UCI and Banca Intesa Olimpia, dated as of December 18, 2003 [English translation]. (Page 7) 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 7, 2004 EDIZIONE HOLDING S.p.A. By: /s/ Gianni Mion ---------------------- Name: Gianni Mion Title: Chief Executive Officer (Page 8) 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 7, 2004 EDIZIONE FINANCE INTERNATIONAL S.A. By: /s/ Gustave Stoffel ---------------------- Name: Gustave Stoffel Title: Director (Page 9) 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 7, 2004 RAGIONE S.a.p.a DI GILBERTO BENETTON E C. By: /s/ Gilberto Benetton ---------------------- Name: Gilberto Benetton Title: Chairman (Page 10) EX-99 3 ex99-44.txt EXHIBIT 44 Exhibit 44 Messrs. Milan, December 16, 2003 Pirelli & C. S.p.A. Via G. Negri, 10 20123 Milan Dear Sirs, We received your letter of December 16, 2003 which we fully transcribe below: *** Milan, December 16, 2003 Messrs. Banca Intesa S.p.A. Piazza Paolo Ferrari, 10 20121 Milan Messrs. UniCredito Italiano S.p.A. Piazza Cordusio 20121 Milan Dear Sirs, Following our conversations we propose the terms of this THIRD AMENDMENT OF THE SHAREHOLDERS' AGREEMENT Between Pirelli & C. S.p.A., headquartered in Milan, via G. Negri N. 10, capital of Euro 1,799,399,399.20, recorded with the Register of Companies of Milan, taxpayer and VAT code 00860340157, in the person of the Chairman of the Board of Directors, Dr. Marco Tronchetti Provera, holding the necessary authorization pursuant to the decision of the Board of Directors of November 11, 2003 (hereinafter "Pirelli") Party of the first part And UniCredito Italiano S.p.A., headquartered in Genova, via Dante 1, Central Management in Milan, Piazza Cordusio, capital of Euro 3,158,168,076, recorded with the Register of Companies of Genova, taxpayer and VAT code 00348170101, in the person of Dr. Pietro Modiano, who has the necessary powers pursuant to the decision of the Board of Directors of November 13, 2003 (hereinafter "UCI") And Banca Intesa S.p.A., headquartered in Milan, Piazza Paolo Ferrari 10, with capital of Euro 3,561,062,849.24, recorded with Register of Companies of Milan, taxpayer 00799960158, VAT code 10810700152, in the person of Dr. Gaetano Micciche, who has the necessary powers pursuant to the decision of the Board of Directors of November 13, 2003 (hereinafter "BCI" and, together with UCI, the "Banks" and each of them individually the "Bank") Party of the second part Recitals (a) Pirelli and the Banks are, together with others, shareholders of Olimpia SpA (hereinafter "Olimpia"), a company with a total holding in the common capital of Telecom Italia SpA of approximately 14.16% (17.02% as of December 18, 2003); in particular, Pirelli holds 937,557,690 common shares, equal to 50.40% of the capital, while BCI and UCI hold each 156,259,615 common shares, equal to 8.40% of Olimpia's capital; (b) On November 13, 2003, Olimpia's Shareholders' Meeting, in the presence of all shareholders, approved a capital increase with payment up to a maximum of Euro 770 million in two tranches, the first up to a maximum of Euro 700 million (the "First Tranche") and the second up to a maximum of Euro 70 million (the "Second Tranche") by issuing a maximum of 770,000,000 new common shares, subscription of which is reserved under option to the shareholders pursuant to art. 2441, paragraph 1, of the civil code; the issue price of the new common shares, to be paid fully in money, was established by the meeting at the par value of Euro 1 each; (c) Pirelli, on the one hand, and the Banks on the other hand, signed on September 14, 2001 a para-corporate agreement referring to their holding in Olimpia, titled "Shareholders' Agreement," subsequently amended by document dated September 26, 2001 and further amended by document dated October 24, 2001 (the "Shareholders' Agreement," together with its amendments are collectively referred to hereinafter as the "Agreement"); (d) the Agreement, inter alia, in the case of transfer to Pirelli by each of the Banks of the Olimpia shares held by them, in the occurrence of certain conditions established therein, sets forth for such transfers the criteria for the determination of the price of the transfer of the shares, establishing however that the price must be within the limits of a minimum price ("Floor") and in certain circumstances a maximum price expressing a ceiling for the valuation of the investment ("Cap"); (e) Pirelli is interested that the Banks subscribe, within the term established by the meeting, the new Olimpia common shares for the entire share of the capital increase to which each of them is entitled under the option right; (f) the Banks are willing to sign Olimpia's capital increase for their respective share under option, confirming the strategic validity of the operation, even though they deem it necessary that the economic agreements previously reached concerning the hypothesis of transfer of their shares of the holding in Olimpia pursuant to the agreement, referred to in recital (d) above, be partially amended, exclusively referring to the newly issued Olimpia common shares subscribed by them in execution of the capital increase referred to in recital (b) above. With these recitals The following is stipulated and agreed between Pirelli and the Banks. ARTICLE I Recitals, definitions - --------------------- 1.01 The recitals of this Document are an integral part thereof. 1.02 Except for the definitions reported and shown graphically in this Document, the terms reported therein with initial capital letter and not otherwise defined will have the meaning given to them in this document, as defined in recital (c) hereof. ARTICLE II Capital increase - ---------------- 2.01 BCI and UCI, each for itself and without joint responsibility, undertake to subscribe, within the term established by the Shareholders' Meeting of November 13, 2003, the entire portion to which they are entitled of the first tranche of the capital increase of Olimpia referred to in premise (b) hereof, and to pay the subscription price for the 58,800,000 Olimpia common shares reserved to each of them under the option right (hereinafter the "New Shares"), equal to Euro 1 each. 2.02 Without prejudice to the subscription commitment in the preceding paragraph 2.01, the execution of the payment of the amounts owed as underwriting by BCI and UCI is subject to the condition precedent that, by December 17, 2003, Pirelli must subscribe and pay its own share of the first tranches of the capital increase referred to in recital (b) hereof. ARTICLE III Status of the new shares - ------------------------ 3.01 The New Shares, and whenever issued, the Subsequent New Shares (as defined below) will be, by express acceptance of Pirelli and of the Banks and by the effect of this Document, the object of the Agreement when subscribed, without need for further confirmation, including written, between the Parties. 3.02 With the exception of the provisions of Article IV below, as a consequence of paragraph 3.01 above, for the purposes of the Agreement, the New Shares and, when issued, the Subsequent New Shares (as defined below) subscribed by the Banks will be considered for all purposes part, respectively, of the BCI Olimpia Holding and of the UCI Olimpia Holding, and also with the exception of the provisions set forth in Article IV below, the New Shares and the Subsequent New Shares will be subject to all the provisions of the Agreement referring to the BCI Olimpia Holding and the UCI Olimpia Holding, respectively, to the extent that they are compatible. ARTICLE IV Transfer price of the New Shares and of the Subsequent New Shares - ----------------------------------------------------------------- 4.01 Pirelli and the Banks agree, in derogation to the provisions to the contrary of the Agreement, that: (a) in the event of sale by UCI and/or BCI pursuant to paragraph 7.05, Article VII of the Agreement, for the determination of the price of the transfer to Pirelli of the respective New Shares and Subsequent New Shares, according to the criteria established in letter (d) of the aforementioned paragraph 7.05 of the Agreement, the Cap set forth therein will not apply, but the Floor identified therein will continue applying; (b) in the event of sale by UCI and/or BCI pursuant to paragraph 10.03, Article X of the Agreement, for the determination of the transfer price to Pirelli of the respective New Shares and Subsequent New Shares according to the criteria established in the same paragraph 10.03, the Cap set forth therein will not apply, but the Floor identified will continue applying; (c) in the event of sale by UCI and/or BCI pursuant to Article XI of the Agreement, for the determination of the transfer price to Pirelli of the respective New Shares and Subsequent New Shares according to the criteria established in the aforementioned Article XI, the Cap set forth therein will not apply, but the Floor identified therein will continue applying; (d) in reference to the New Shares and without prejudice to the fact that the premium referred to in paragraph 7.05 (b) (y) of the Agreement will not apply, the total transfer price to Pirelli will be equal, including in an aleatory manner, to the highest between (I) Euro 3.53 and (II) the weighted average of the reference price recorded by the Telecom Italia shares in the 30 trading days prior to the request for sale, multiplied by a number of Telecom Italia Spa shares equal to 16,657,224. In the event that BCI and/or UCI subscribe the 5,880,000 new Olimpia common shares representing the portion respectively reserved to them from the Second Tranche of Olimpia's capital increase referred to in recital (b) hereof (the "Subsequent New Shares") and they pay the respective subscription price, the total transfer price to Pirelli of the New Shares and of the Subsequent New Shares will be equal, including in an aleatory manner, to the highest between (I) Euro 3.53 and (II) the weighted average of the reference price recorded by the Telecom Italia shares in the 30 trading days prior to the request for sale, multiplied by a number of Telecom Italia Spa shares equal to 18,322,946. It is understood that if Telecom Italia engages in capital operations not implying a change in net equity (such as merely for illustration, free capital increases, capital reduction due to losses or modification of the par value of the Telecom Italia shares) changing the formulas referred to in this paragraph, Pirelli, BCI and UCI will agree on the adjustments of such formulas that become necessary in order to neutralize the effect of such capital operations on the transfer price of the New Shares and of the Subsequent New Shares. (e) for the determination of the Floor, the New Shares, when issued, together with the Subsequent New Shares and the Company shares held today by the Banks (the "Old Shares") will be considered separately and, for this purpose: (i) the Floor for the Old Shares will be the amounts paid by the Banks to subscribe them, minus the dividends possibly received, and (ii) the Floor for the New Shares and, when issued, the subsequent New Shares will be equal to the amounts paid by the Banks to subscribe them, minus the dividends possibly received, without average or offset between the two Floors. 4.02 Pirelli and the Banks give note and agree, each for the aspects regarding them, that the derogation established in the letters (a) through (e) in the previous paragraph 4.01 will apply exclusively to the possible sale to Pirelli by UCI and/or BCI of the New Shares and of the Subsequent New Shares, without prejudice to the provisions set forth in the Agreement, including the Cap referred to therein, concerning the possible sale by UCI and/or BCI of Olimpia shares owned by them other than the New Shares and the Subsequent New Shares. ARTICLE V Edizione and Hopa - ----------------- Pirelli undertakes to obtain - by December 17, 2003 for the New Shares and by December 31, 2003 for the Subsequent New Shares - for Edizione and Hopa to confirm, in connection to the possible sale by UCI and/or BCI of the respective New Shares and the Subsequent New Shares, of the provisions of art. 6.09 (iii) and (iv) of the contract of 02/21/03 in connection with the possible sale of the respective original holding in Olimpia. *** Without prejudice to the validity and efficacy of every provisions of the Agreement (including the arbitration clause which must be considered, repeated here as if transcribed) which has not been expressly modified or derogated to in this Document, if you agree with the above, please send us a letter reproducing in full the content hereof, duly signed by you in token of confirmation and acceptance of all its provisions. Best regards, Signed Pirelli & C. S.p.A. *** We confirm that we accept all of the above. Best regards, UNICREDITO ITALIANO S.P.A. BANCA INTESA S.P.A. Dr. Pietro Modiano Dr. Gaetano Micciche [signature] [signature] EX-99 4 ex99-45.txt EXHIBIT 45 Exhibit 45 JOINT PRESS RELEASE PIRELLI & C. -------------------------------- BANCA INTESA AND UNICREDITO --------------------------- Milan, December 18, 2003 - In connection with the subscription of the portion allocated from the first tranche of the capital increase of Olimpia SpA, decided upon by the latter's Shareholders' Meeting last November 13, Pirelli & C., Banca Intesa and UniCredito Italiano report that they decided upon an amendment of the agreement signed September 14, 2001, which contained, inter alia, certain clauses that gave Banca Intesa and UniCredito Italiano the right to assign their holding in Olimpia ("put") to Pirelli. In particular, concerning the possible assignment to Pirelli & C. by Banca Intesa and/or UniCredito Italiano, exercising the put, of the shares issued for Olimpia's capital increase decided last November, it has been approved that, while the minimum price already agreed upon in the September 14, 2001 agreement is still valid, covering the amount of said increase subscribed by Banco Intesa and UniCredito Italiano, minus dividends possibly received, the maximum price set forth therein no longer applies, unlike that set forth in the previous agreement of September 14, 2001. The full text of the amendment instrument is enclosed. -----END PRIVACY-ENHANCED MESSAGE-----