Schedule 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Telecom Italia S.p.A.

(Name of Issuer)

Ordinary Shares with no nominal value

(Title of Class of Securities)

87927W10

(CUSIP Number)

George E. Bushnell III, Esq.

Senior Vice President and Deputy General Counsel

Vivendi S.A

800 Third Avenue, 5th Floor

New York, New York 10022

Telecopy: (212) 572-7496

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 5, 2015

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


  1.   

Names of Reporting Person.

 

I.R.S. Identification Nos. of above persons (entities only)

Vivendi S.A.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC, AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

France

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

1,574,140,223

     8.   

Shared Voting Power

 

1,110,000,000

     9.   

Sole Dispositive Power

 

1,574,140,223

   10.   

Shared Dispositive Power

 

1,110,000,000

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,684,140,223

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

19.88%

14.  

Type of Reporting Person (See Instructions)

 

HC

 

 

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  1.   

Names of Reporting Person.

 

I.R.S. Identification Nos. of above persons (entities only)

Societe D’Investissements et de Gestion 108- SIG 108

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC, AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

France

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

1,110,000,000

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

1,110,000,000

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,684,140,223

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

19.88%

14.  

Type of Reporting Person (See Instructions)

 

CO

 

 

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This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed on June 22, 2015 (the “Original Filing”) by the Filing Persons relating to the ordinary shares, without nominal value (the “Shares”), of Telecom Italia S.p.A., a company formed under the laws of the Republic of Italy (the “Issuer” or the “Company”). Information reported in the Original Filing remains in effect except to the extent that it is amended, supplemented, restated or superseded by information contained in this Amendment. Each capitalized term used herein but not defined in this Amendment shall have the meaning assigned to such term in the Original Filing.

Item 2 of the Original Filing is hereby amended and restated as follows:

The second and third paragraphs of Item 2 of the Original Filing are hereby amended and restated in their entirety to read as follows:

The name, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each director of Vivendi and SIG108 are set forth in Schedules I-A and I-B, respectively, and are incorporated into this Item 2 by reference. The name, present principal occupation or employment and citizenship of each executive officer of Vivendi and SIG108 are set forth in Schedules II-A and II-B, respectively, and are incorporated into this Item 2 by reference.

Except as described below, during the last five years, neither Vivendi nor SIG108, nor any of the persons listed on Schedules I-A, I-B, II-A or II-B, have been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3 of the Original Filing is hereby amended as follows:

As of August 28, 2015, the Hedging described in the Original Filing had been unwound in its entirety.

 

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Item 5 of the Original Filing is hereby amended and restated as follows:

 

(a) As of the date of this Statement, the Filing Persons beneficially owned in the aggregate 2,684,140,223 Shares, constituting 19.88% of the outstanding Shares. The percentage of Shares owned is based upon 13,499,911,771, as reported by the Issuer on October 2, 2015.

 

(b) The number of Shares as to which there is sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for the Filing Persons is set forth on the cover page in items 7 through 10. In the Original Filing, the number of shares with sole voting power held by Vivendi was reported incorrectly. Nonetheless, the number of Shares reported in items 7 through 11 on the cover page of this 13D/A is correct.

 

(c) During the period from September 4, 2015 through October 2, 2015, Vivendi acquired an aggregate of 676,438,658 additional ordinary shares of the Issuer through open market purchases or block trades.

 

(d) Not applicable

 

(e) Not applicable

 

5


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that this information set forth in this statement is true, complete and correct.

Dated: October 5, 2015

 

VIVENDI S.A.
By:   /s/ George E. Bushnell III
  Name:   George E. Bushnell III
  Title:   Senior Vice President and Deputy General Counsel
SOCIETE D’INVESTISSEMENTS ET DE GESTION 108 – SIG 108
By:   /s/ Frédéric Crépin
  Name:   Frédéric Crépin
  Title:   President

 

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SCHEDULE I-A

The name and present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of each director of Vivendi are set forth below.

Unless otherwise specified, each person listed below is a citizen of France.

 

Name

 

Present principal occupation or employment

 

Principal Business Address and Citizenship (if other
than France)

Management Board    
Arnaud de Puyfontaine   Chairman of the Management Board, Vivendi   42, avenue de Friedland, 75008 Paris, France
Hervé Philippe   Chief Financial Officer, Vivendi   42, avenue de Friedland, 75008 Paris, France
Stéphane Roussel   Senior Executive Vice President, Development and Organization, Vivendi   42, avenue de Friedland, 75008 Paris, France
Supervisory Board:    
Vincent Bolloré   Chairman of the Supervisory Board, Vivendi   42, avenue de Friedland, 75008 Paris, France
Philippe Bénacin   Vice Chairman of the Supervisory Board, Co-Founder and Chairman-Chief Executive Officer, Interparfums SA   4, rond-point des Champs-Élysées 75008 Paris – France
Tarak Ben Ammar   Founder and Chief Executive Officer, Quinta Communications   32-34, rue Poussin, 75016 Paris – France Tunisian citizen
Nathalie Bricault   Marketing and Logistics Manager, Investor Relations Department, Vivendi   42, avenue de Friedland, 75008 Paris, France
Pascal Cagni   Independent director of various companies   69 Courtfield Gardens, Flat 3, London SW5 0NJ, United Kingdom
Paulo Cardoso   Assistant Treasurer, Vivendi   42, avenue de Friedland, 75008 Paris, France
Yseulys Costes   Chairwoman and Chief Executive Officer, 1000mercis   28, rue de Châteaudun, 75009 Paris, France
Dominique Delport   Chief Executive Officer, Havas Media Group global network   2 bis, rue Godefroy, 92800 Puteaux
Alexandre de Juniac   Chairman and Chief Executive Officer, Air France KLM  

45, rue de Paris, Tremblay en France

95747 Roissy CDG Cedex – France

Philippe Donnet   Chief Executive Officer, Generali   Via Marocchesa 14, 31021 Mogliano Veneto – Italy
Aliza Jabès   Chairwoman, Nuxe group   19, rue Péclet, 75015 Paris, France
Cathia Lawson-Hall   Senior Banker, Société Générale Corporate & Investment Banking (SG CIB)  

17, Cours Valmy

92800 Paris La Défense 7

Virginie Morgon  

Chief Operating Officer and member

of the Management Board, Eurazeo

  32, rue de Monceau, 75008 Paris – France

 

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Katie Stanton   Vice President, Global Media, Twitter  

1355 Market Street, San Francisco

CA 94107

American citizen

Jean-René Fourtou*   Honorary Chairman of the Supervisory Board, Vivendi   42, avenue de Friedland, 75008 Paris, France
Henri Lachmann*   Honorary Vice-Chairman of the Supervisory Board, Vivendi/Vice Chairman of the Supervisory Board, Schneider Electric SA   35, rue Joseph Monier, 92500 Rueil-Malmaison, France
Claude Bébéar **   Honorary Chairman of the Supervisory Board, AXA Group   25, avenue Matignon, 75008 Paris, France
Pierre Rodocanachi**   Chief Executive Officer, Management Patrimonial Conseil   20, rue Quentin-Bauchart, 75008 Paris

 

* Non-voting
** Mr. Bébéar and Mr. Rodacanachi are non-voting directors.

SCHEDULE I-B

The name and present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of each director of SIG108 are set forth below.

 

Name

 

Present principal occupation or employment

 

Principal Business Address and Citizenship (if other
than France)

None*    

 

* Sig 108, a French société par actions simplifiée (SAS) has no directors and is managed by its President, Frédéric Crépin, listed below in Schedule II-B.

 

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SCHEDULE II-A

The name and present principal occupation or employment of each member of the management team of Vivendi is set forth below.

Each of the persons identified below is a citizen of France, with the exception of Simon Gillham, who is a citizen of Britain.

The business address for each person identified below is 42, avenue de Friedland, 75008 Paris, France.

 

Name

  

Present principal occupation or employment

Arnaud de Puyfontaine    Chairman of the Management Board, Vivendi
Hervé Philippe    Chief Financial Officer and Member of the Management Board, Vivendi
Stéphane Roussel    Senior Executive Vice President, Development and Organization and Member of the Management Board, Vivendi
Frédéric Crépin    Senior Executive Vice President and GroupGeneral Counsel, Vivendi
Simon Gillham    Chairman of Vivendi Village, Senior Executive Vice President, Communications, Vivendi

 

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SCHEDULE II-B

The name and present principal occupation or employment of each member of the management team of SIG108 is set forth below.

Each of the persons identified below is a citizen of France.

The business address for each person identified below is 42, avenue de Friedland, 75008 Paris, France.

 

Name

  

Present principal occupation or employment

Frédéric Crépin*    Senior Executive Vice President and Group General Counsel

 

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