UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15D-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE MONTH OF MARCH 2003
TELECOM ITALIA S.p.A. (Translation of registrant's
name into English)
CORSO D'ITALIA 41 ROME, ITALY 00198 (Address of
principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F:
FORM 20-F [X] FORM 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Indicate by check mark whether by furnishing the information contained
in this Form, the registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
YES [ ] NO [X]
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- _______
[OLIVETTI LOGO] [TELECOM ITALIA LOGO]
PRESS RELEASE
Disclaimer
Except as provided below, any offer to purchase or sell securities described
herein in the 6-k filed on March 12, 2003 is not being made, directly or
indirectly, in or into, or by the use of the mails of, or by any means or
instrumentality (including, without limitation by mail, telephonically or
electronically by way of internet or otherwise) of interstate or foreign
commerce, or any facility of any securities exchange, of the United States of
America and any such offer will not be capable of acceptance by any such use,
means, instrumentality or facility. The information contained herein and in the
6-k filed on March 12, 2003 does not constitute an offer of securities for sale
in the United States or offer to acquire securities in the United States. The
Olivetti securities referred to herein and in the 6-k filed on March 12, 2003
have not been, and are not intended to be, registered under the U.S. Securities
Act of 1933 (the "Securities Act") and may not be offered or sold, directly or
indirectly, into the United States except pursuant to an applicable exemption.
The Olivetti ordinary shares and Olivetti savings shares are intended to be made
available within the United States in connection with the merger pursuant to an
exemption from the registration requirements of the Securities Act.The proposed
cash tender offer for a portion of the Telecom Italia ordinary shares described
herein in the 6-k filed on March 12, 2003 is intended to be made available in or
into the United States pursuant to an exemption from the tender offer rules
available pursuant to the Securities Exchange Act of 1934.The proposed cash
tender offer for a portion of the Telecom Italia savings shares described in the
6-k filed on March 12, 2003 is not being made and will not be made, directly or
indirectly, in or into the United States.
With respect to the press-release dated March 12, 2003 relating to the
integration project through the merger of Telecom Italia into Olivetti, please
note as follows.
The third paragraph below "Olivetti and Benefits of the transaction" is amended
and restated as follows: "Olimpia's stake - dependent on the exercise of
withdrawal rights by Olivetti shareholders - will vary between 14% to 15% of the
voting share capital of the company resulting from the merger".
The 5th and 6th paragraphs under "Post-merger Share Capital" are amended and
restated as follows:
b) "as regards Telecom Italia savings shareholders, 3.518341 new Olivetti
savings shares (par value euro 0.55) for each savings share held in
Telecom Italia when the merger takes effect;
c) as regards Olivetti shareholders, 0.502620 new ordinary Olivetti shares
(par value euro 0.55) for each of the shares held in Olivetti when the
merger takes effect".
Olivetti Telecom Italia
Press Office and Communications Communication & Media Relations
+39 0125 522885 / 2639 Ufficio Stampa Corporate: +39.06.3688.2610
www.olivetti.com www.telecomitalia.it/press
Investors Relations: +39 06 3688.3378 Investors Relations: +39.06.3688.2381/3378
www.olivetti.com www.telecomitalia.it/investor_relations
Cautionary Statement for Purposes of the "Safe Harbor" Provision of the United
States Private Securities Litigation Reform Act of 1995.
The Private Securities Litigation reform Act of 1995 provides a "safe harbor"
for forward-looking statements. The Press Release included in this Form 6-K
contains certain forward looking statements and forecasts reflecting
management's current views with respect to certain future events. The ability
of the Telecom Italia Group to achieve its projected results is dependant on
many factors which are outside of management's control. Actual results may
differ materially from those projected or implied in the forward-looking
statements. Such forward-looking information involves risks and uncertainties
that could significantly affect expected results and are based on certain key
assumptions.
The following important factors could cause the Telecom Italia Group's actual
results to differ materially from those projected or implied in any forward-
looking statements:
- the continuing impact of increased competition in a liberalized market,
including competition from global and regional alliances formed by other
telecommunications operators in the core domestic fixed-line and wireless
markets of the Telecom Italia Group;
- the ability of the Telecom Italia Group to introduce new services to
stimulate increased usage of its fixed and wireless networks to offset declines
in its fixed-line business due to the continuing impact of regulatory required
price reductions, market share loss and pricing pressures generally;
- the ability of the Telecom Italia Group to achieve cost-reduction
targets in the time frame established or to continue the process of
rationalizing its non-core assets;
- the impact of regulatory decisions and changes in the regulatory
environment;
- the impact of the slowdown in Latin American economies and the slow
recovery of economies generally on the international business of the Telecom
Italia Group focused on Latin America and on its foreign investments and capital
expenditures;
- the continuing impact of rapid changes in technologies;
- the impact of political and economic developments in Italy and other
countries in which the Telecom Italia Group operates;
- the impact of fluctuations in currency exchange and interest rates;
- Telecom Italia's ability to continue the implementation of its 2002-2004
Industrial Plan, including the rationalization of its corporate structure and
the disposition of Telecom Italia's interests in various companies;
- the ability of the Telecom Italia Group to successfully achieve its debt
reduction targets;
- Telecom Italia's ability to successfully roll out its UMTS networks and
services and to realize the benefits of its investment in UMTS licenses and
related capital expenditures;
- SEAT's ability to successfully implement its internet strategy;
- the ability of the Telecom Italia Group to achieve the expected return
on the significant investments and capital expenditures it has made in Latin
America and in Europe;
- the amount and timing of any future impairment charges for Telecom
Italia's licences, goodwill or other assets; and
- the impact of litigation or decreased mobile communications usage
arising from actual or perceived health risks or other problems relating to
mobile handsets or transmission masts.
The foregoing factors should not be construed as exhaustive. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward-looking statements, which speak only as of the date hereof.
Accordingly, there can be no assurance that the group will achieve its projected
results.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: March 13, 2003
TELECOM ITALIA S.p.A.
BY: /s/ Carlo De Gennaro
---------------------------
Carlo De Gennaro Company
Manager