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 NOVEMBER 2002
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- _______
[TELECOM ITALIA LETTERHEAD]
PRESS RELEASE
TELECOM ITALIA INTERNATIONAL N.V. SUCCESSFULLY COMPLETES SALE OF 15% OF TELEKOM
AUSTRIA AHEAD OF TIME
Rome, 5 November 2002 - In the wake of high demand from European and US
institutional investors, Telecom Italia International N.V. yesterday closed the
accelerated private placement of 65 million Telekom Austria AG shares, with a
greenshoe option for a further 10 million shares exerciseable within 30 days.
The placement was closed on the first day of what had initially been scheduled
to be a two-day offer period. The placement price, at euro 7.45 per share, was
at the upper limit of the range announced to investors. Settlement is scheduled
for Friday 8th November; inclusive of the greenshoe option, gross aggregate
revenues should be in the region of euro 558,750,000.
JP Morgan, Merrill Lynch and Lehman Brothers served as Global Coordinators for
this operation. Syndicate members are JP Morgan and Merrill Lynch as Joint
Bookrunners and Joint Lead Managers, Lehman Brothers as Senior Co-Lead Manager,
CA IB as Co-Lead Manager and Banca IMI and UBM as Co-Managers.
Today Telekom Austria is lodging an application for the listing of 325 million
Telekom Austria AG shares on the official market of the Vienna Stock Exchange.
These shares are scheduled to be traded for the first time on Wednesday 6
November.
This operation brings the Telecom Italia Group close to completing its euro 5
billion disposals plan within 12 months, far in advance of the 24 months stated
in the initial announcement.
This document does not constitute or contain an offer to sell or a solicitation
of an offer to buy any securities in the United States, in Austria or elsewhere.
The ordinary shares of Telekom Austria AG have not been and will not be
registered under the United States Securities Act of 1933 and may not be offered
or sold in the United States or for the account or benefit of U.S. persons (as
such terms are defined in Regulation S under the United States Securities Act of
1933) unless registered under the Securities Act or pursuant to an applicable
exemption from such registration. In Austria, the ordinary shares of Telekom
Austria AG have been offered exclusively by way of a non public offering to a
limited circle of persons within the scope of their business or professional
activity according to Section 3/1/11 of the Austrian Capital Market Act.
Communication & Media Relations
+39 0636882023-0636882066
www.telecomitalia.it/press
Investor Relations
+39 0636882560/2381
www.telecomitalia.it/investor
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. Telecom
Italia's ability 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 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 Telecom Italia's core domestic fixed-line and
wireless markets;
- Telecom Italia's ability to introduce new services to stimulate
increased usage of its fixed and wireless networks to offset declines in its
fixed-line business due to market share loss and pricing pressures generally;
- Telecom Italia's ability 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 economic crisis in Argentina, the slowdown generally
in Latin American economies and the slow recovery of economies generally on
Telecom Italia's international business 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 Group operates;
- the impact of fluctuations in currency exchange and interest rates;
- Telecom Italia's ability to implement successfully its 2002-2004
Industrial Plan, including the rationalization of its corporate structure and
the disposition of Telecom Italia's interests in various companies;
- Telecom Italia's ability 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;
- Telecom Italia's ability to realize the benefits of the merger of SEAT
and Tin.it;
- SEAT's ability to successfully implement its internet strategy;
- Telecom Italia's ability 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: November 5, 2002
TELECOM ITALIA S.p.A.
BY: /s/ Carlo De Gennaro
---------------------------
Carlo De Gennaro
Company Manager