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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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AMDOCS LIMITED
(Name of Subject Company (Issuer))
AMDOCS LIMITED
(Name of Filing Persons (Offeror))
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2% CONVERTIBLE NOTES DUE JUNE 1, 2008
(Title of Class of Securities)
02342TAB52
02342TAA79
(CUSIP Number of Class of Securities)
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AMDOCS, INC.
1390 TIMBERLAKE MANOR PARKWAY, CHESTERFIELD, MISSOURI 63017
ATTENTION: THOMAS G. O'BRIEN, TREASURER
(314) 212-8328
(Name, address and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)
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The Commission is requested to send copies of all communications to:
ROBERT A. SCHWED, ESQ.
HALE AND DORR LLP
300 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 937-7200
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CALCULATION OF FILING FEE
TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2)
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$395,454,000 $50,105
(1) Determined pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of
1934. Based upon the maximum amount of cash that might be paid for the 2%
Convertible Notes due June 1, 2008.
(2) The amount of the filing fee, calculated in accordance with Section 13(e)(3)
of the Securities Exchange Act of 1934, as amended, equals $126.70 per
$1,000,000 of the value of securities proposed to be purchased.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Not applicable Filing party: Not applicable.
Form or Registration No.: Not applicable Date filed: Not applicable.
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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TENDER OFFER
This Tender Offer Statement on Schedule TO relates to an offer (the
"Offer") by Amdocs Limited, a company organized under the laws of the Island of
Guernsey ("Amdocs"), to purchase for cash, on the terms and subject to the
conditions set forth in the attached Notice of Put Right and Offer to Purchase,
dated May 3, 2004 (the "Offer to Purchase"), and Letter of Transmittal (the
"Letter of Transmittal"), any and all of its outstanding 2% Convertible Notes
due June 1, 2008. Copies of the Offer to Purchase and the Letter of Transmittal
are filed as exhibits (a)(1)(i) and (a)(1)(ii), respectively, hereto. Pursuant
to General Instruction F to Schedule TO, information contained in the Offer to
Purchase is hereby incorporated by reference in the answers to items in this
Statement.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the section of the Offer to Purchase captioned
"Summary Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the issuer is Amdocs Limited, a company organized under
the laws of the Island of Guernsey. Our registered office is located in Suite 5,
Tower Hill House Le Bordage, St. Peter Port, Island of Guernsey, GY1 3QT Channel
Islands, and the telephone number at that location is 011-44-1481-728444. The
executive offices of our principal subsidiary in the United States are located
at 1390 Timberlake Manor Parkway, Chesterfield, Missouri 63017, and the
telephone number at that location is (314) 212-8328. The information set forth
in the Offer to Purchase in the section captioned "Information About Amdocs" is
incorporated herein by reference.
(b) The securities that are subject to this offer are the 2% Convertible
Notes due June 1, 2008 of Amdocs Limited. As of the date of this statement,
there was $395.5 million aggregate principal amount of the notes outstanding.
(c) The information set forth in the Offer to Purchase in the section
captioned "The Offer -- Information about the Notes -- Trading Market" is
incorporated herein by reference.
On April 27, 2004, the last reported sale price for Amdocs' ordinary shares
was $29.12 per share.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The information set forth under Item 1 and Item 2(a) above is
incorporated herein by reference. Amdocs is both the filing person and the
subject company.
As required by General Instruction C to Schedule TO promulgated by the
United States Securities and Exchange Commission, the following persons are
directors and/or executive officers and/or controlling persons of Amdocs:
Bruce K. Anderson........ Director, Amdocs Limited
Avinoam Naor............. Director, Amdocs Limited
Adrian Gardner........... Director, Amdocs Limited
Julian A. Brodsky........ Director, Amdocs Limited
Charles E. Foster........ Director, Amdocs Limited
James S. Kahan........... Director, Amdocs Limited
John T. McLennan......... Director, Amdocs Limited
Robert A. Minicucci...... Director, Amdocs Limited
Mario Segal.............. Director, Amdocs Limited
Dov Baharav.............. Director, Amdocs Limited; President and Chief Executive
Officer, Amdocs Management Limited
Eli Gelman............... Director, Amdocs Limited; Executive Vice President, Amdocs
Management Limited
Nehemia Lemelbaum........ Director, Amdocs Limited; Senior Vice President, Amdocs
Management Limited
Ron Moskovitz............ Senior Vice President and Chief Financial Officer, Amdocs
Management Limited
David Avner.............. Senior Vice President, Amdocs Management Limited
Nissim Daunov............ Senior Vice President, Amdocs Management Limited
Thomas G. O'Brien........ Treasurer and Secretary, Amdocs Limited
Melinos Pissourios....... Managing Director and General Manager, Amdocs Development
Limited
Burt Podbere............. General Manager, Amdocs Software Systems Limited
The address of each director and/or executive officer listed above is c/o
Amdocs, Inc., 1390 Timberlake Manor Parkway, Chesterfield, Missouri 63017, and
each such person's telephone number is (314) 212-8328.
ITEM 4. TERMS OF THE TRANSACTION.
(a)(1)(i) - (iii), (v) - (viii), (x), (xii) The information set forth in
the sections of the Offer to Purchase captioned "Summary Term Sheet," "The
Offer -- General," "-- Purpose of the Offer," "-- Information about the Notes,"
"-- Source and Amount of Funds," "-- Expiration Date; Extensions; Amendments;
Termination," "-- Conditions to this Offer," "Procedures for Tendering and
Withdrawing Notes -- Tendering Notes," "-- Withdrawal Rights," "--Acceptance for
Payment," "United States Federal Income Tax Consequences -- United States
Holders," "-- Purchase of Notes under the Offer," "-- Market Discount," and
"-- Amortizable Bond Premium" is incorporated herein by reference.
(a)(1)(iv), (ix), (xi) Not applicable.
(a)(2) Not applicable.
(b) None of the subject securities is to be purchased from any officer,
director, or affiliate of Amdocs.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) The notes are governed by the Indenture, dated as of May 30, 2001,
between Amdocs, as Issuer, and The Bank of New York, as Trustee, as successor to
United States Trust Company of New York. The information set forth in the Offer
to Purchase in the section captioned "The Offer -- Information about the Notes"
is incorporated herein by reference.
2
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The information set forth in the Offer to Purchase in the section
captioned "The Offer -- Purpose of the Offer" is incorporated herein by
reference.
(b) The information set forth in the Offer to Purchase in the section
captioned "The Offer -- Purpose of the Offer" is incorporated herein by
reference.
(c)(1) None.
(c)(2) None.
(c)(3) None.
(c)(4) None.
(c)(5) None.
(c)(6) None.
(c)(7) None.
(c)(8) None.
(c)(9) None.
(c)(10) None.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Offer to Purchase in the section
captioned "The Offer -- Source and Amount of Funds" is incorporated herein by
reference.
(b) Not applicable.
(d) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) To the best knowledge of Amdocs, no notes are beneficially owned by
any person whose ownership would be required to be disclosed by this item.
(b) None.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in the Offer to Purchase in the section
captioned "Paying Agent; Fees and Expenses" is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) Amdocs does not believe it is required to include such information due
to the fact that such information is not material because, among other reasons,
the consideration offered consists solely of cash, the offer is not subject to
any financing condition, the offeror is a public reporting company that files
reports electronically under EDGAR and the Offer is for all outstanding notes.
(b) Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
Agreements, Regulatory Requirements and Legal Proceedings.
(a)(1) None.
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(a)(2) None.
(a)(3) None.
(a)(4) None.
(a)(5) None.
Other Material Information.
(b) The information set forth in the Offer to Purchase and the Letter of
Transmittal dated as of May 3, 2004, copies of which are attached hereto as
Exhibits (a)(1)(i) and (a)(1)(ii), respectively, is incorporated herein by
reference.
ITEM 12. EXHIBITS.
(a)(1)(i) Notice of Put Right and Offer to Purchase, dated May 3,
2004.*
(a)(1)(ii) Letter of Transmittal, dated May 3, 2004.*
(a)(1)(iii) Letter to Clients, dated May 3, 2004.*
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated May 3, 2004.*
(a)(1)(v) Guidelines to Form W-9.*
(a)(5)(i) Press Release Regarding Offer, dated May 3, 2004.*
(b) None.
(d)(1) Indenture, dated as of May 30, 2001, between Amdocs Limited
and The Bank of New York (as successor to United States
Trust Company of New York), as trustee, for 2% Convertible
Notes due June 1, 2008 (incorporated by reference to Exhibit
4.1 to Amdocs' Report on Form 6-K, filed May 31, 2001).
(d)(2) Registration Rights Agreement, dated as of May 30, 2001,
between Amdocs Limited and Goldman, Sachs & Co.
(incorporated by reference to Exhibit 4.2 to Amdocs' Report
on Form 6-K, filed May 31, 2001).
(g) None.
(h) None.
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* Filed herewith
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
4
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.
AMDOCS LIMITED
By: /s/ THOMAS G. O'BRIEN
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Thomas G. O'Brien
Treasurer and Secretary
Authorized U.S. Representative
Date: May 3, 2004
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(a)(1)(i) Notice of Put Right and Offer to Purchase, dated May 3,
2004.*
(a)(1)(ii) Letter of Transmittal, dated May 3, 2004.*
(a)(1)(iii) Letter to Clients, dated May 3, 2004.*
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated May 3, 2004.*
(a)(1)(v) Guidelines to Form W-9.*
(a)(5)(i) Press Release Regarding Offer, dated May 3, 2004.*
(b) None.
(d)(1) Indenture, dated as of May 30, 2001, between Amdocs Limited
and United States Trust Company of New York, as trustee, for
2% Convertible Notes due June 1, 2008 (incorporated by
reference to Exhibit 4.1 to Amdocs' Report on Form 6-K,
filed May 31, 2001).
(d)(2) Registration Rights Agreement, dated as of May 30, 2001,
between Amdocs Limited and Goldman, Sachs & Co.
(incorporated by reference to Exhibit 4.2 to Amdocs' Report
on Form 6-K, filed May 31, 2001).
(g) None.
(h) None.
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* Filed herewith
Exhibit (a)(1)(i)
NOTICE OF PUT RIGHT AND OFFER TO PURCHASE
AMDOCS LOGO
OFFER TO PURCHASE FOR CASH
ANY AND ALL OF ITS OUTSTANDING
2% CONVERTIBLE NOTES DUE JUNE 1, 2008
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 A.M., EASTERN TIME, ON JUNE
1, 2004, AND MAY NOT BE EXTENDED, EXCEPT AS REQUIRED BY APPLICABLE LAW.
Amdocs Limited, a company organized under the laws of the Island of
Guernsey, hereby gives notice to the holders of its outstanding 2% Convertible
Notes due June 1, 2008 of the holders' right to require Amdocs to repurchase the
notes at a repurchase price equal to 100% of the principal amount of the notes,
plus accrued and unpaid interest through and including May 31, 2004. Under the
terms of the indenture governing the notes, Amdocs has the option to pay for the
notes with cash, ordinary shares, or a combination of cash and ordinary shares.
Amdocs is hereby offering to purchase for cash any and all of the outstanding
notes at that repurchase price, plus accrued and unpaid interest. If the
expiration date of this offer is June 1, 2004, holders will receive $1,000 per
$1,000 principal amount of notes tendered. Interest on the notes will continue
to accrue at a daily rate of approximately $0.056 for each $1,000 principal
amount of notes if the offer is extended past June 1, 2004. Holders of record of
the notes on May 15, 2004 will receive the regularly scheduled interest payment
on June 1, 2004 pursuant to the terms of the indenture. Scheduled interest
payments will be payable by the trustee in accordance with standard practices.
Amdocs is giving this notice of put right and making this offer in order to
satisfy its obligations under the indenture governing the notes.
The notes are obligations of Amdocs. Any notes that remain outstanding
after consummation of this offer will continue to be obligations of Amdocs and
will continue to accrue interest and have the benefits of the indenture,
including the right of the holder to convert the notes into Amdocs' ordinary
shares.
Any person desiring to tender notes in this offer must comply with the
procedures set forth in this document under "PROCEDURES FOR TENDERING AND
WITHDRAWING NOTES" and in the letter of transmittal. Tenders of notes may be
withdrawn at any time prior to the expiration of this offer.
The CUSIP numbers for the notes are: 02342TAB52 and 02342TAA79. The CUSIP
numbers referenced above have been assigned by Standard & Poor's Corporation and
are included solely for the convenience of holders of the notes. Amdocs, the
Paying Agent and the Trustee shall not be responsible for the selection or use
of these CUSIP numbers, and no representation is made as to their correctness on
the notes or as indicated in any notice of put right, offer to purchase or
letter of transmittal.
AMDOCS MAKES NO RECOMMENDATION AS TO WHETHER OR NOT HOLDERS SHOULD TENDER
NOTES PURSUANT TO THIS OFFER.
This document contains important information about this offer. We urge you
to read it in its entirety.
MAY 3, 2004.
TABLE OF CONTENTS
PAGE
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SUMMARY TERM SHEET.......................................... 1
AVAILABLE INFORMATION....................................... 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 4
THE OFFER................................................... 5
General................................................... 5
Purpose of the Offer...................................... 5
Information about the Notes............................... 6
Source and Amount of Funds................................ 7
Expiration Date; Extensions; Amendments; Termination...... 7
Conditions to this Offer.................................. 8
PROCEDURES FOR TENDERING AND WITHDRAWING NOTES.............. 8
Tendering Notes........................................... 8
Withdrawal Rights......................................... 10
Acceptance for Payment.................................... 10
INFORMATION ABOUT AMDOCS.................................... 10
General................................................... 10
Market Price Information.................................. 11
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES............... 11
United States Holders..................................... 12
Purchase of Notes under the Offer......................... 12
Market Discount........................................... 12
Amortizable Bond Premium.................................. 13
PAYING AGENT; FEES AND EXPENSES............................. 13
MISCELLANEOUS............................................... 13
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Notice of Put Right and Offer to Purchase and the documents
incorporated herein by reference contain forward-looking statements with respect
to Amdocs' financial condition, results of operations and business. All
statements that relate to prospective events or developments are forward-looking
statements. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "could," "would," "expect," "plan,"
"anticipate," "believe," "estimate," "continue," "seek," "project," "forecast"
and "potential," or the negative of these terms or other similar expressions.
Any forward-looking statements are based on Amdocs' current assumptions and
expectations about future events, but are subject to known and unknown risks and
uncertainties that may cause Amdocs' actual results, levels of activity,
performance, or achievements to be materially different from any future results,
levels of activity, performance, or achievements expressed or implied by such
forward-looking statements. Amdocs cannot assure investors that its assumptions
and expectations will prove to have been correct.
All forward-looking statements attributable to Amdocs or persons acting on
its behalf are expressly qualified in their entirety by the cautionary
statements included in this document and the documents incorporated herein by
reference. Except as required by law, Amdocs undertakes no intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
SUMMARY TERM SHEET
The following are answers to some of the questions that you, as a holder of
the 2% Convertible Notes due June 1, 2008 of Amdocs Limited, may have. We urge
you to read the remainder of this Notice of Put Right and Offer to Purchase and
the other documents that are incorporated in this document by reference
carefully because the information in this summary term sheet is not complete.
Additional important information is contained in the remainder of this document
and the other documents.
INFORMATION ABOUT THIS OFFER
WHO IS OFFERING TO PURCHASE YOUR NOTES? (PAGE 5)
- - Amdocs Limited is offering to purchase the notes.
WHAT CLASS OF SECURITIES IS SOUGHT IN THIS OFFER? (PAGE 5)
- - We are offering to acquire any and all of our 2% Convertible Notes due June 1,
2008 that are currently outstanding.
WHY IS AMDOCS MAKING THIS OFFER? (PAGE 5)
- - The indenture for the notes give the holders of the notes the right to require
us to repurchase all or a portion of each holder's notes on a date that is
within five days after June 1, 2004, at a repurchase price equal to 100% of
the principal amount of the notes being repurchased, plus accrued and unpaid
interest to the date of repurchase.
WHAT PRICE WILL YOU RECEIVE FOR YOUR NOTES IF YOU TENDER THEM TO US? (PAGE 5)
- - We are offering to repurchase your notes at a repurchase price of 100% of the
principal amount of the notes, plus accrued and unpaid interest through and
including the expiration date. If the expiration date of this offer is June 1,
2004, you will receive $1,000 per $1,000 principal amount of the notes you
tender. Interest on the notes will continue to accrue at a daily rate of
approximately $0.056 per $1,000 principal amount of notes if the offer is
extended past June 1, 2004. Holders of record of the notes on May 15, 2004
will receive the regularly scheduled interest payment on June 1, 2004 pursuant
to the terms of the indenture. Scheduled interest payments will be payable by
the trustee in accordance with standard practices.
WHAT IS THE PROCESS FOR TENDERING YOUR NOTES? (PAGE 8)
- - There are three ways to tender notes, depending upon the manner in which your
notes are held:
- If your notes are registered in your name, (1) complete and sign the
letter of transmittal or a facsimile copy in accordance with the
instructions to the letter of transmittal, (2) mail or deliver it and any
other required documents to the Paying Agent for this offer at one of its
addresses listed on the back cover of this Notice of Put Right and Offer
to Purchase and (3) either deliver the certificates for the tendered
notes to the Paying Agent or transfer your notes pursuant to the
book-entry transfer procedures described in this Notice of Put Right and
Offer to Purchase;
- If your notes are registered in the name of a broker, dealer, commercial
bank, trust company or other nominee, meaning your notes are owned in
"street name," then you must instruct your broker, dealer, commercial
bank, trust company or other nominee to tender your notes; or
- If your notes are held of record by The Depository Trust Company, or DTC,
you may tender them through DTC's Automated Tender Offer Program.
- - For more information on the tendering process, please see "PROCEDURES FOR
TENDERING AND WITHDRAWING NOTES -- Tendering notes."
CAN YOU TENDER A PORTION OF YOUR NOTES? (PAGE 5)
- - You are not required to tender all of your notes in this offer. Under the
terms of the indenture for the notes, if you choose to tender less than the
full amount of your notes, you must tender a minimum of $1,000 principal
amount of notes.
1
WHEN DOES THIS OFFER EXPIRE? (PAGE 5)
- - You have until 9:00 a.m., Eastern time, on Tuesday, June 1, 2004 to tender
your notes in this offer. Unless required by applicable law, this offer will
not be extended.
ARE THERE ANY CONDITIONS TO THIS OFFER? (PAGE 8)
- - There are no conditions to this offer except for the timely and proper
delivery and tender of your notes in accordance with the terms of this offer.
WHEN WILL YOU RECEIVE PAYMENT FOR YOUR TENDERED NOTES? (PAGE 10)
- - We will pay for the tendered notes in cash promptly after this offer expires.
CAN YOU WITHDRAW YOUR TENDERED NOTES? (PAGE 10)
- - You may withdraw your tendered notes at any time before 9:00 a.m., Eastern
time, on June 1, 2004, or, if this offer is extended as required by applicable
law, the time and date when the extended offer expires. In addition, if we
have not accepted your notes for payment by June 28, 2004, you may also
withdraw your notes. To withdraw your tendered notes, please follow the
instructions under "PROCEDURES FOR TENDERING AND WITHDRAWING
NOTES -- Withdrawal Rights."
WHAT HAPPENS TO YOUR NOTES IF YOU DO NOT TENDER THEM? (PAGE 6)
- - Any notes that remain outstanding after consummation of this offer will
continue to be obligations of Amdocs and will continue to accrue interest and
have the benefits of the indenture for the notes.
WHAT ARE THE TAX CONSEQUENCES TO YOU IF YOU TENDER YOUR NOTES? (PAGE 11)
- - The receipt of cash in exchange for your notes in this offer will be a taxable
transaction to you for U.S. federal income tax purposes. Except with respect
to accrued but unpaid interest, which will be taxable as such unless
previously taken into account, you will generally recognize a capital gain or
loss on the sale equal to the difference between (1) the amount of cash you
receive for your note and (2) your adjusted tax basis in the note. The capital
gain or loss will be considered long-term if you held your note for longer
than 12 months and short-term if you held your note for 12 months or less. For
more information, please see "UNITED STATES FEDERAL INCOME TAX CONSEQUENCES."
- - You should consult with your tax advisor with respect to the application of
the U.S. federal income tax laws to your particular situation as well as any
tax consequences arising under the laws of any state, local or foreign taxing
jurisdiction or under any applicable tax treaty.
WHERE CAN YOU GET MORE INFORMATION REGARDING THIS OFFER? (BACK COVER PAGE)
- - If you have questions regarding the procedures for tendering your notes or
require assistance in tendering your notes, please contact The Bank of New
York, the Paying Agent for this offer, at one of the addresses or telephone
numbers listed on the back cover of this Notice of Put Right and Offer to
Purchase. You may also contact Amdocs by writing to Thomas G. O'Brien,
Secretary and Treasurer, Amdocs Inc., 1390 Timberlake Manor Parkway,
Chesterfield, Missouri 63017 or by calling: (314) 212-8328.
IS AMDOCS MAKING ANY RECOMMENDATION ABOUT THE OFFER? (PAGE 6)
- - Amdocs makes no recommendation as to whether or not holders should tender
their notes pursuant to the offer.
2
INFORMATION ABOUT THE NOTES
WHO IS THE ISSUER OF THE NOTES? (PAGE 6)
- - Amdocs Limited is the issuer of the notes.
WHAT IS THE CONVERSION RATE OF THE NOTES? (PAGE 6)
- - The notes are convertible into Amdocs Limited ordinary shares. Upon
conversion, you would receive 10.8587 ordinary shares of for every $1,000
principal amount of the notes. This is equivalent to a conversion price of
approximately $92.09 per share. On April 27, 2004, the last reported sale
price for Amdocs' ordinary shares was $29.12 per share.
- - The right to convert your notes expires at the close of business on June 1,
2008, unless we have previously redeemed or repurchased your notes. Your right
to convert a note called for redemption or delivered for repurchase will
terminate at the close of business on the business day immediately preceding
the redemption date or repurchase date for that note, unless we default in
making the payment due upon redemption or repurchase.
DO HOLDERS HAVE ANY RIGHTS TO REQUIRE AMDOCS TO REPURCHASE THE NOTES? (PAGE 7)
- - This offer is being made in connection with the right of noteholders under the
indenture for the notes to require us to repurchase their notes on a date that
is within five days after June 1, 2004. Under the indenture for the notes,
noteholders also have the right to require us to repurchase their notes on a
date that is within five days after June 1, 2006.
- - If a change in control, as defined in the indenture for the notes, occurs in
the future, you will have the right, at your option, to require us to
repurchase in cash all of your notes not called for redemption, or any portion
of the principal amount of your notes that is equal to $1,000 or any greater
integral multiple of $1,000. The repurchase price would be 100% of the
principal amount of the notes to be repurchased, together with interest
accrued to the repurchase date.
WHAT ARE THE REDEMPTION PROVISIONS OF THE NOTES? (PAGE 6)
- - On and after June 1, 2006, we may redeem the notes, in whole or in part, at
our option, at a redemption price of 100% of principal amount plus accrued
interest to, but excluding, the redemption date. The indenture requires us to
give notice of redemption not more than 60 and not less than 30 days before
the redemption date.
WHAT ARE THE INTEREST PAYMENT PROVISIONS OF THE NOTES? (PAGE 6)
- - Interest on outstanding notes is paid on June 1 and December 1 of each year at
an annual rate of 2.00% of the principal amount of the notes. Unless there is
a default in payment of the repurchase price, interest on any notes purchased
by Amdocs pursuant to this offer will cease to accrue from and after May 31,
2004, or, if the expiration date for this offer is after June 1, 2004, from
and after the date immediately preceding any later expiration date.
WILL YOU STILL RECEIVE YOUR SCHEDULED INTEREST PAYMENT FOR YOUR NOTES ON JUNE 1,
2004? (PAGE 5)
- - If you were a holder of record of the notes on May 15, 2004, you will receive
your June 1, 2004 scheduled interest payment pursuant to the terms of the
indenture. Scheduled interest payments will be payable by the trustee in
accordance with standard practices.
3
AVAILABLE INFORMATION
We are subject to the reporting requirements of foreign private issuers
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Pursuant to the Exchange Act, we file reports with the Securities and Exchange
Commission (the "SEC"), including an Annual Report on Form 20-F, and we submit
reports to the SEC, including Reports of Foreign Private Issuers on Form 6-K.
These reports and other information may be inspected and copied at the Public
Reference Section of the SEC at 450 Fifth Street, N.W, Judiciary Plaza,
Washington, D.C. 20549-1004. Information on the operation of the Public
Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. Reports and
information statements and other information filed electronically with the SEC
are available at the SEC's website at http://www.sec.gov. Some of this
information may also be found on our website at www.amdocs.com.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by Amdocs (File No.
001-14840) with the SEC, are incorporated herein by reference:
- Amdocs' Annual Report on Form 20-F for the fiscal year ended September
30, 2003 filed on December 24, 2003;
- Amdocs' report on Form 6-K containing its results for the quarterly
period ended December 31, 2003, filed on February 17, 2004; and
- All documents filed with the SEC by us pursuant to Sections 13(a), 13(c),
and 15(d) of the Exchange Act subsequent to the date of this Company
Notice of Put Right and Offer to Purchase and prior to 9:00 a.m., Eastern
time, on the Expiration Date of the offer.
The documents incorporated by reference herein (other than exhibits to such
documents that are not specifically incorporated by reference herein) are
available without charge to any person to whom this Notice of Put Right and
Offer to Purchase has been delivered upon written or oral request to Thomas G.
O'Brien, Secretary and Treasurer, Amdocs Inc., 1390 Timberlake Manor Parkway,
Chesterfield, Missouri 63017, telephone: (314) 212-8328.
4
THE OFFER
GENERAL
Amdocs Limited, a company organized under the laws of the Island of
Guernsey ("Amdocs"), hereby offers to purchase for cash any and all of its
outstanding 2% Convertible Notes due June 1, 2008 (the "Notes") at the
Repurchase Price (as defined herein), upon the terms and subject to the
conditions set forth in this Notice of Put Right and Offer to Purchase (as it
may be amended or supplemented from time to time, the "Offer to Purchase"), and
in the related Letter of Transmittal (as it may be amended or supplemented from
time to time, the "Letter of Transmittal"). This Offer to Purchase and the
Letter of Transmittal collectively constitute this "Offer."
This Offer will expire at 9:00 a.m., Eastern time, on June 1, 2004, and may
not be extended except as required by applicable law (such time and date, as it
may be extended, the "Expiration Date").
The "Repurchase Price" is equal to 100% of the principal amount of the
Notes, plus interest accrued and unpaid through and including May 31, 2004 (or,
if the Expiration Date is after June 1, 2004, through and including the date
immediately preceding the Expiration Date). If the Expiration Date is June 1,
2004, the Repurchase Price will equal $1,000 per $1,000 principal amount of the
Notes tendered. Interest on the Notes will continue to accrue at a daily rate of
approximately $0.056 for each $1,000 principal amount of Notes if the offer is
extended past June 1, 2004. Holders of record of the notes on May 15, 2004 will
receive the regularly scheduled interest payment on June 1, 2004 pursuant to the
terms of the indenture. Scheduled interest payments will be payable by the
trustee in accordance with standard practices.
Amdocs will accept tenders of all of a holder's Notes or of any portion of
a holder's Notes that is in an amount equal to $1,000 principal amount or any
greater integral multiple of $1,000. Tenders of Notes may be withdrawn at any
time on or prior to the close of business on the last day prior to the
Expiration Date. Any holder of the Notes desiring to tender the Notes must
comply with the procedures set forth herein under "PROCEDURES FOR TENDERING AND
WITHDRAWING NOTES" and in the Letter of Transmittal.
Upon the terms and subject to the conditions of this Offer (including, if
this Offer is extended or amended, the terms and conditions of any such
extension or amendment) and applicable law, Amdocs will, promptly after the
Expiration Date, purchase, by accepting for payment, and will pay for, all Notes
validly tendered (and not properly withdrawn) pursuant to this Offer. Such
payment will be made by the deposit of immediately available funds with The Bank
of New York (the "Paying Agent"), which will act as agent for tendering holders
for the purpose of receiving payment from Amdocs and transmitting such payment
to tendering holders. Subject to the requirements of the Indenture, dated as of
May 30, 2001 (as amended, the "Indenture"), between Amdocs and The Bank of New
York (as successor to United States Trust Company of New York), as Trustee (the
"Trustee"), and the Notes, Amdocs expressly reserves the right, in its sole
discretion and subject to applicable law, to delay acceptance for payment of or
payment for Notes in order to comply, in whole or in part, with any applicable
law. Amdocs would only delay such acceptance for payment or payment in the event
that, at such time, Amdocs had not yet received any necessary governmental
approvals.
If less than all the principal amount of Notes held by a holder is tendered
by such holder pursuant to this Offer, promptly after the Expiration Date,
Amdocs shall issue, and the Trustee shall authenticate and deliver to or on the
order of the holder thereof, at the expense of Amdocs, new Notes of authorized
denominations in a principal amount equal to the portion of the Notes not
tendered.
Rule 13e-4 promulgated under the Exchange Act generally prohibits Amdocs
and its affiliates from purchasing Notes other than pursuant to this Offer,
until at least ten business days after the expiration or termination of this
Offer.
Any questions or requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or related documents may be
directed to the Paying Agent at one of its addresses or telephone numbers set
forth on the back cover hereof. Any beneficial owner owning interests in the
Notes should contact such beneficial owner's broker, dealer, commercial bank,
trust company or other nominee for assistance concerning this Offer.
PURPOSE OF THE OFFER
The purpose of this Offer is to fulfill Amdocs' contractual obligations
under the Indenture. This Offer to Purchase serves as the "Company Notice"
required under Section 14.3 of the Indenture. The Letter of Transmittal serves
as the
5
"Election of Holder to Require Repurchase" as specified in Section 2.2 of the
Indenture and required under Section 14.3 of the Indenture.
AMDOCS MAKES NO RECOMMENDATION AS TO WHETHER OR NOT HOLDERS SHOULD TENDER
NOTES PURSUANT TO THIS OFFER.
The Notes purchased pursuant to this Offer will cease to be outstanding and
will be delivered to the Trustee for cancellation immediately after such
purchase. Interest on any Notes purchased by Amdocs pursuant to this Offer will
cease to accrue from and after May 31, 2004 (unless there is a default in
payment of the Repurchase Price).
Holders of Notes that are not tendered pursuant to this Offer will not have
the right after the Expiration Date to exercise the put right described in this
Offer to Purchase.
Pursuant to the Indenture, holders of Notes that are not tendered pursuant
to this Offer will still have the right to require Amdocs to repurchase their
Notes on a date that is within five days after June 1, 2006. Such holders will
also have the right to require Amdocs to repurchase their Notes upon a change in
control, as defined in the Indenture.
INFORMATION ABOUT THE NOTES
The Notes are obligations of Amdocs. Any Notes which remain outstanding
after consummation of this Offer will continue to be obligations of Amdocs and
will continue to accrue interest and have the benefits of the Indenture. Amdocs
is not seeking noteholder approval of any amendments to the Notes or the
Indenture.
Principal Amount of Notes Outstanding. As of April 28, 2004, there was
$395.5 million aggregate principal amount of Notes outstanding.
CUSIP Numbers. The CUSIP numbers for the Notes are: 02342TAB52, and
02342TAA79. The CUSIP numbers referenced above have been assigned by Standard &
Poor's Corporation and are included solely for the convenience of holders of the
Notes. Amdocs, the Paying Agent and the Trustee shall not be responsible for the
selection or use of these CUSIP numbers, and no representation is made as to
their correctness on the Notes or as indicated in any notice of put right, offer
to purchase or letter of transmittal.
Interest. The Notes that remain outstanding after consummation of this
Offer will continue to accrue interest until the date of maturity, June 1, 2008,
or until the principal of the Notes has been paid. The Notes bear an interest
rate of 2.00% per year, payable on June 1 and December 1 of each year, to record
holders of the Notes as of the preceding May 15 or November 15.
Redemption. The Notes which remain outstanding after consummation of this
Offer will continue to be subject to Amdocs' right to call such Notes for
redemption. On and after June 1, 2006, Amdocs may redeem the Notes, in whole or
in part, at Amdocs' option, at the redemption price of 100% of principal amount
plus accrued and unpaid interest to, but excluding, the redemption date. The
Indenture requires Amdocs to give notice of redemption not more than 60 and not
less than 30 days before the redemption date.
No redemption of the Notes can occur prior to the Expiration Date of this
Offer.
Conversion. The Notes are convertible into 10.8587 ordinary shares for
each $1,000 principal amount of the Notes (the "Conversion Amount"). This is
equivalent to a conversion price of approximately $92.09 per share. A holder may
convert the Notes into the Conversion Amount until, but not after, such Notes
are properly tendered in this Offer to the Paying Agent, unless the tender of
such Notes is properly withdrawn or there is a default in payment of the
Repurchase Price. In order to convert the Notes, a holder must present the Notes
and a conversion notice meeting the requirements of the Indenture to the Trustee
at: The Bank of New York, One Canada Square, London E14 5AL, Attention: Alison
Mitchell, telephone + 44 20 7964 6402.
Resale of Notes. The Notes were originally issued in a private placement
pursuant to Rule 144A under the Securities Act and are entitled to the benefits
of a registration rights agreement. On September 25, 2001, the SEC declared
effective a resale registration statement relating to the Notes and the ordinary
shares issuable upon conversion of the Notes. Amdocs' agreed that it will, at
its expense, use its reasonable efforts to keep the resale registration
statement effective until the earliest of (1) the sale of all registrable
securities registered under the resale registration statement, (2) the
expiration of the period referred to in Rule 144(k) of the Securities Act with
respect to all registrable securities held by persons who are not affiliates of
Amdocs, and (3) September 25, 2003.
6
Trading Market. The Notes are not listed on any securities exchange or
automated quotation system. The Notes are traded in the over-the-counter market
and various dealers, brokers or traders publicly price quotations for the Notes.
The following table sets forth, as reported by Tradeline, the high and low
end-of-day bid/offer quotes of the Notes for each quarterly period during the
previous two calendar years. In accordance with market practice, the Notes are
quoted based on a price per $100 principal amount at maturity.
HIGH LOW
------ ------
2002
Quarter ended March 31, 2002................................ $90.62 $86.25
Quarter ended June 30, 2002................................. 88.12 85.12
Quarter ended September 30, 2002............................ 89.25 86.12
Quarter ended December 31, 2002............................. 92.75 88.00
2003
Quarter ended March 31, 2003................................ $96.50 $92.50
Quarter ended June 30, 2003................................. 97.87 96.37
Quarter ended September 30, 2003............................ 98.62 97.50
Quarter ended December 31, 2003............................. 99.87 98.37
2004
Quarter ended March 31, 2004................................ $99.87 $99.37
Quarter ending June 30, 2004 (through April 27, 2004)....... 99.62 99.37
Quotations for securities that are not widely traded may differ from actual
trading prices and should be viewed as approximations. Holders are urged to
contact their broker to obtain current market prices for the Notes. See
"INFORMATION ABOUT AMDOCS--Market Price Information" for information about
trading in Amdocs' ordinary shares.
Right to Require Repurchase Upon Change in Control. Following a Change in
Control (as defined in the Indenture), each holder of Notes would have the
right, at such holder's option, to require Amdocs to repurchase all of such
holder's Notes or any portion of such holder's Notes that is equal to $1,000 or
any greater integral multiple of $1,000 at a price equal to 100% of the
principal amount of the Notes, plus interest accrued and unpaid to, but
excluding, the repurchase date.
SOURCE AND AMOUNT OF FUNDS
If all outstanding Notes are tendered and purchased, the aggregate amount
of funds required to pay the Repurchase Price and the fees and expenses related
to this Offer would be approximately $395.5 million. Amdocs intends to use
available corporate funds to pay this amount.
EXPIRATION DATE; EXTENSIONS; AMENDMENTS; TERMINATION
The Expiration Date of this Offer is 9:00 a.m., Eastern time, on June 1,
2004. This Offer may not be extended, except as required by applicable law.
During any extension of this Offer, all Notes previously tendered pursuant to
this Offer (and not properly withdrawn) will remain subject to this Offer and
may be accepted for payment by Amdocs, subject to the withdrawal rights of
holders.
Amdocs expressly reserves the right, subject to the requirements of the
Indenture, the Notes and applicable law: (1) to delay acceptance for payment of
or payment for any Notes tendered pursuant to this Offer in the event that
Amdocs has not yet received any necessary governmental approvals; and (2) at any
time, prior to the expiration of this Offer, or from time to time, to amend the
terms of this Offer in any respect.
Any extension, amendment or termination of this Offer will be followed as
promptly as practicable by a public announcement thereof. Without limiting the
manner in which Amdocs may choose to make a public announcement of any
extension, amendment or termination of this Offer, except as required by law,
Amdocs shall have no obligation to publish, advertise, or otherwise communicate
any such public announcement, other than by issuing a release to the Dow
7
Jones News Service, except in the case of an announcement of an extension of
this Offer, in which case Amdocs shall have no obligation to publish, advertise
or otherwise communicate such announcement other than by issuing a notice of
such extension by press release or other public announcement, which notice shall
be issued no later than 9:00 a.m., Eastern time, on the next business day after
the previously scheduled Expiration Date.
CONDITIONS TO THIS OFFER
There are no conditions to this Offer except for the timely and proper
delivery and tender of Notes in accordance with the terms of this Offer.
PROCEDURES FOR TENDERING AND WITHDRAWING NOTES
TENDERING NOTES
General. The tender of Notes pursuant to any of the procedures set forth
in this Offer to Purchase and in the Letter of Transmittal will constitute the
tendering holder's acceptance of the terms and conditions of this Offer. Amdocs'
acceptance of such Notes for payment will constitute a binding agreement between
the tendering holder and Amdocs upon the terms and subject to the conditions of
this Offer. The tender of Notes will constitute an agreement to deliver good,
marketable and unencumbered title to all tendered Notes prior to the Expiration
Date, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim or right.
UNLESS THE NOTES BEING TENDERED ARE DEPOSITED BY THE HOLDER WITH THE PAYING
AGENT BY THE EXPIRATION DATE (ACCOMPANIED BY A PROPERLY COMPLETED AND DULY
EXECUTED LETTER OF TRANSMITTAL OR AN AGENT'S MESSAGE), AMDOCS MAY, AT ITS
OPTION, REJECT SUCH TENDER. PAYMENT FOR NOTES WILL BE MADE ONLY AGAINST DEPOSIT
OF TENDERED NOTES AND DELIVERY OF ALL OTHER REQUIRED DOCUMENTS.
No alternative, conditional, irregular or contingent tenders will be
accepted. By executing a Letter of Transmittal (or facsimile thereof), each
tendering holder waives any right to receive any notice of the acceptance of its
Notes for payment.
Tender of Notes. In order for Notes to be validly tendered pursuant to
this Offer, the Letter of Transmittal (or facsimile thereof), properly completed
and duly executed, together with any required signature guarantees, or an
Agent's Message in connection with a book-entry delivery of Notes, and any other
documents required by the Letter of Transmittal, must be received by the Paying
Agent at one of its addresses set forth on the back cover of this Offer to
Purchase prior to the Expiration Date, and the certificates evidencing tendered
Notes must be received by the Paying Agent at one of such addresses or such
Notes must be tendered pursuant to the procedures for book-entry transfer set
forth below (and a Book-Entry Confirmation must be received by the Paying
Agent), in each case prior to the Expiration Date.
Book-Entry Transfer. The Paying Agent will establish an account with
respect to the Notes at DTC for purposes of this Offer within two business days
after the date of this Offer to Purchase. Any financial institution that is a
DTC participant may make book-entry delivery of Notes by causing DTC to transfer
such Notes into the Paying Agent's account at DTC in accordance with DTC's
Automated Tender Offer Program procedures for such transfer. However, although
delivery of Notes may be effected through book-entry transfer into the Paying
Agent's account at DTC, the Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, together with any required signature
guarantees, or an Agent's Message and any other documents required by the Letter
of Transmittal, must, in any case, be received by the Paying Agent at one of its
addresses set forth on the back cover of this Offer to Purchase prior to the
Expiration Date in order for such Notes to be validly tendered pursuant to this
Offer.
The confirmation of a book-entry transfer into the Paying Agent's account
at DTC as described above is referred to as a "Book-Entry Confirmation." The
term "Agent's Message" means a message transmitted by DTC to, and received by,
the Paying Agent and forming a part of a Book-Entry Confirmation that states
that DTC has received an express acknowledgement from the DTC participant
tendering the Notes that are subject of such Book-Entry Confirmation, that such
participant has received, and agrees to be bound by the terms of, the Letter of
Transmittal and that Amdocs may enforce such agreement against such participant.
8
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE PAYING
AGENT.
Signature Guarantees. All signatures on a Letter of Transmittal must be
guaranteed by a firm that is a commercial bank, broker, dealer, credit union,
savings association or other entity that is a member in good standing of the
Securities Transfer Agents Medallion Program, the Stock Exchanges' Medallion
Program or the New York Stock Exchange, Inc. Medallion Signature Program (each
of the foregoing, an "Eligible Institution"); provided, however, that signatures
on a Letter of Transmittal need not be guaranteed if (1) Notes are tendered by a
holder who has not completed either the box entitled "Special Delivery
Instructions" or "Special Payment Instructions" in the Letter of Transmittal or
(2) Notes are tendered for the account of an Eligible Institution.
Mutilated, Lost, Stolen or Destroyed Notes. If a holder desires to tender
Notes pursuant to this Offer, but any such Note has been mutilated, lost, stolen
or destroyed, such holder should write to or telephone the Trustee concerning
the procedures for obtaining a replacement Note. Inquiries should be directed to
the Trustee at: The Bank of New York, One Canada Square, London E14 5AL,
Attention: Alison Mitchell, telephone + 44 20 7964 6402.
Backup Federal Income Tax Withholding. Under the "backup withholding"
provisions of U.S. federal income tax law, unless a tendering holder, or his or
her assignee (in either case, the "Payee"), satisfies the conditions described
in Instruction 8 of the Letter of Transmittal or is otherwise exempt, the
aggregate purchase price may be subject to backup withholding tax at a rate of
28%. To prevent backup withholding, each Payee should complete and sign the
Substitute Form W-9 provided in the Letter of Transmittal. See Instruction 8 of
the Letter of Transmittal.
Effect of the Letter of Transmittal. Subject to, and effective upon, the
acceptance for purchase of and payment of the Repurchase Price for Notes
tendered thereby, by executing and delivering a Letter of Transmittal, a
tendering holder of Notes (1) irrevocably sells, assigns and transfers to, or
upon the order of, Amdocs, all right, title and interest in and to all Notes
tendered thereby and (2) irrevocably constitutes and appoints the Paying Agent
as the true and lawful agent and attorney-in-fact of such holder with respect to
such Notes, with full power of substitution and resubstitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest) to
(a) deliver such Notes, or transfer ownership of such Notes, together with all
accompanying evidences of transfer and authenticity, to or upon the order of
Amdocs, upon receipt by the Paying Agent, as the undersigned's agent, of the
Repurchase Price, (b) present such Notes for transfer on the relevant security
register and (c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Notes, all in accordance with the terms of this
Offer. Notwithstanding the foregoing, except in the exercise of its duties as
the Paying Agent, the Paying Agent will have no rights to, or control over,
funds it receives from Amdocs.
Determination of Validity. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of tendered
Notes will be resolved by Amdocs, in its sole discretion, whose determination
will be final and binding. Amdocs reserves the absolute right to reject any or
all tenders that are not in proper form or the acceptance of which may, in the
opinion of Amdocs or its counsel, be unlawful. Amdocs also reserves the absolute
right to waive any irregularities as to particular Notes. Amdocs' interpretation
of the terms and conditions of this offer (including the Instructions in the
Letter of Transmittal) will be final and binding.
Unless waived, any irregularities in connection with tenders must be cured
within such time as Amdocs shall determine. Tenders of Notes will not be deemed
to have been made until such irregularities have been cured or waived. Any Notes
received by the Paying Agent that are not properly tendered or delivered and as
to which the irregularities have not been cured or waived will be returned by
the Paying Agent to the tendering holder, unless otherwise provided in the
Letter of Transmittal, promptly following the Expiration Date.
None of Amdocs, the Paying Agent, the Trustee or any other person shall be
obligated to give notification of defects or irregularities in any tender or
shall incur any liability for failure to give any such notification.
LETTERS OF TRANSMITTAL AND NOTES MUST BE SENT ONLY TO THE PAYING AGENT. DO
NOT SEND LETTERS OF TRANSMITTAL OR NOTES TO AMDOCS.
THE METHOD OF DELIVERY OF LETTERS OF TRANSMITTAL, NOTES AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE SOLE OPTION AND
RISK OF THE TENDERING HOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE PAYING AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ENSURE TIMELY DELIVERY.
HOLDERS OF NOTES SHOULD BE AWARE THAT NO GUARANTEED DELIVERY PROCESS IS
AVAILABLE TO TENDER NOTES.
9
WITHDRAWAL RIGHTS
Tenders of Notes may be withdrawn until 9:00 a.m., Eastern time, on June 1,
2004, and, unless already accepted for payment as provided herein, may also be
withdrawn at any time after June 28, 2004.
For a withdrawal of a tender of Notes to be effective, a telegram,
facsimile transmission or letter must be received by the Paying Agent on or
prior to 9:00 a.m., Eastern time, on June 1, 2004, at one of its addresses set
forth on the back cover of this Offer to Purchase. Any such notice of withdrawal
must (1) specify the name of the holder who tendered the Notes to be withdrawn,
(2) contain a description of the Notes to be withdrawn and identify the
certificate number or numbers shown on the particular Notes (unless such Notes
were tendered by book-entry transfer) and the aggregate principal amount
represented by such Notes, (3) include a statement that such holder is
withdrawing his election to have such principal amount of such Notes purchased
and (4) specify the principal amount, if any, of such Notes (which shall be
$1,000 or any greater integral multiple of $1,000 thereof) that remains subject
to this Offer and that has been or will be delivered for purchase by Amdocs. If
the Notes to be withdrawn have been delivered or otherwise identified to the
Paying Agent, a signed notice of withdrawal is effective immediately upon
receipt by the Paying Agent even if physical release is not yet effected. Any
Notes properly withdrawn will be deemed to be not validly tendered for purposes
of this Offer.
Withdrawals may not be revoked. However, withdrawn Notes may be retendered
at any time prior to 9:00 a.m., Eastern time, on June 1, 2004, by following one
of the procedures described above under "--Tendering Notes."
All questions as to the validity, form or eligibility (including time of
receipt) of any notice of withdrawal will be resolved by Amdocs, in its sole
discretion, whose determination will be final and binding. None of Amdocs, the
Paying Agent, the Trustee or any other person shall be obligated to give
notification of defects or irregularities in any notice of withdrawal or shall
incur any liability for failure to give any such notification.
ACCEPTANCE FOR PAYMENT
Upon the terms and subject to the conditions to this Offer (including if
this Offer is extended or amended, the terms of such extension or amendment) and
applicable law, Amdocs will, promptly after the Expiration Date, purchase, by
accepting for payment, and will pay for, all Notes properly tendered prior to
the Expiration Date (and not properly withdrawn) pursuant to this Offer.
For purposes of this Offer, Amdocs shall be deemed to have accepted for
payment (and thereby to have purchased) tendered Notes as, if and when Amdocs
delivers to the Paying Agent written notification of Amdocs' acceptance of such
Notes for payment. Subject to the terms and conditions of this Offer, payment
for Notes so accepted will be made by deposit of the consideration therefor with
the Paying Agent. The Paying Agent will act as agent for tendering holders for
the purpose of receiving payment from Amdocs and transmitting payment to such
tendering holders.
In all cases, payment by the Paying Agent to tendering holders will be made
only after timely receipt by the Paying Agent of the documentation described
above under "--Tendering Notes."
INFORMATION ABOUT AMDOCS
GENERAL
Amdocs Limited was organized under the laws of the Island of Guernsey in
1988. Since 1995, Amdocs Limited has been a holding company for the various
subsidiaries that conduct Amdocs' business on a worldwide basis. Amdocs' global
business is providing Integrated Customer Management systems, including software
and services, to major communications companies in North America, Europe and the
rest of the world. Amdocs' registered office is located in Suite 5, Tower Hill
House Le Bordage, St. Peter Port, Island of Guernsey, GY1 3QT Channel Islands,
and the telephone number at that location is 011-44-1481-728444.
Additional information about Amdocs' business can be found in its periodic
filings with the SEC, including its most recent annual report on Form 20-F,
which was filed with the SEC on December 24, 2003. Please see "AVAILABLE
INFORMATION" and "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" for more
information.
10
MARKET PRICE INFORMATION
Currently, the Notes are convertible into 10.8587 of our ordinary shares
for each $1,000 principal amount of the Notes. This is equivalent to a
conversion price of approximately $92.09 per share. Our ordinary shares have
been quoted on the New York Stock Exchange under the symbol "DOX" since June 19,
1998.
The table below sets forth the range of intraday high and low sales prices
of the ordinary shares as reported on the New York Stock Exchange beginning with
the year ended December 31, 2002.
HIGH LOW
------ ------
2002
Quarter ended March 31, 2002................................ $39.25 $23.60
Quarter ended June 30, 2002................................. 26.27 6.62
Quarter ended September 30, 2002............................ 9.65 6.10
Quarter ended December 31, 2002............................. 11.98 5.85
2003
Quarter ended March 31, 2003................................ $13.95 $ 9.86
Quarter ended June 30, 2003................................. 25.01 13.25
Quarter ended September 30, 2003............................ 27.25 18.55
Quarter ended December 31, 2003............................. 27.10 18.90
2004
Quarter ended March 31, 2004................................ $29.74 $22.17
Quarter ending June 30, 2004 (through April 27, 2004)....... 30.69 27.50
On April 27, 2004, the last reported sale price for our ordinary shares was
$29.12 per share.
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following discussion addresses the material United States federal
income tax considerations relating to this Offer. This summary is for general
information only and does not address all aspects of United States federal
income taxation that may be relevant to a holder in light of the holder's
personal circumstances. This discussion is based on provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), applicable Treasury Regulations
promulgated or proposed thereunder ("Treasury Regulations"), judicial authority
and current administrative rulings and practice, all of which are subject to
change without notice, possibly on a retroactive basis, or to differing
interpretation. This summary addresses the tax consequences to persons described
below under "United States Holders" who hold Notes as "capital assets" (within
the meaning of Section 1221 of the Code) and does not address tax considerations
for non-United States holders or those tax considerations applicable to
investors that may be subject to special tax rules, such as banks and other
financial institutions; regulated investment companies; tax-exempt
organizations; expatriates; insurance companies; traders or dealers in
securities or currencies; custodians, nominees or similar financial
intermediaries holding Notes for others; persons that hold Notes as a position
in a hedging transaction or other risk reduction transaction for tax purposes;
persons who own an interest in a partnership or other pass through entity that
holds Notes; or persons that have a "functional currency" other than the United
States dollar. Amdocs has not sought any ruling from the Internal Revenue
Service (the "IRS") with respect to the statements made and the conclusions
reached in the following summary, and there can be no assurance that the IRS
will agree with such statements and conclusions. In addition, this summary does
not address any tax considerations that may arise under state, local or
non-United States tax laws.
HOLDERS OF NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE
APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR
SITUATION AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE,
LOCAL OR FOREIGN TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.
11
UNITED STATES HOLDERS
The discussion herein relates solely to beneficial owners of Notes who, for
United States federal income tax purposes, are (1) citizens or residents of the
United States, (2) corporations created or organized in or under the laws of the
United States or any state thereof, (3) estates the income of which is
includible in gross income for United States federal income tax purposes
regardless of its source, or (4) trusts (a) the administration of which is
subject to the primary supervision of a United States court and with respect to
which one or more United States persons have the authority to control all
substantial decisions; or (b) if it has a valid election under applicable
Treasury Regulations to be treated as a United States person. For United States
federal income tax purposes, income earned through a foreign or domestic
partnership or similar entity is generally attributed to its owners.
Subject to certain exceptions, an individual may be deemed to be a United
States resident (as opposed to a non-resident alien) by virtue of being present
in the United States on at least 31 days in the current calendar year and for an
aggregate of at least 183 days during a three-year period ending in the current
calendar year (counting for such purposes all of the days present in the current
year, one-third of the days present in the immediately preceding year, and
one-sixth of the days present in the second preceding year). Resident aliens are
subject to United States federal income tax as if they were United States
citizens.
PURCHASE OF NOTES UNDER THE OFFER
Upon a sale or other disposition of a Note, such as a sale to Amdocs under
this Offer, a holder generally will recognize a gain or loss equal to the
difference between (1) the amount realized on the sale and (2) the holder's
adjusted tax basis in the Note. For these purposes, the amount realized does not
include any amount attributable to accrued but unpaid interest, which will be
taxable as such unless previously taken into account. A holder's adjusted tax
basis in a Note generally will equal the cost of the Note to the holder,
increased by any market discount previously included in income pursuant to an
election (as described in "Market Discount" below), and decreased by any
amortizable bond premium which the holder previously elected to deduct from
gross income on an annual basis (as described in "Amortizable Bond Premium"
below). Except described below under "Market Discount," such gain or loss
generally will be a capital gain or loss. Such capital gain or loss will be
long-term if the holder's holding period is more than 12 months and will be
short-term if the holding period is equal to or less than 12 months. For
individual taxpayers, the deductibility of capital losses is subject to
limitations.
MARKET DISCOUNT
Holders should be aware that a Note that was purchased by a holder after
its original issue may be affected by the "market discount" rules of the Code.
For this purpose, the market discount on a Note generally will equal the amount,
if any, by which the stated redemption price at maturity of the Note immediately
after its acquisition exceeded its acquisition price. Subject to a de minimis
exception, these provisions generally require a holder who acquires a Note at a
market discount to treat as ordinary income any gain recognized on any
disposition of that Note, including a sale to Amdocs under this Offer, to the
extent of the accrued market discount on that Note at the time of disposition.
In general, market discount is treated as accruing on a straight-line basis over
the remaining term of the Note as of the time of acquisition, or, at the
election of the holder, under a constant yield method. Such an election applies
only to the Note with respect to which it is made, and may not be revoked.
A holder of a Note acquired at market discount also may have elected to
include the market discount in income as it accrued. If a holder so elected, the
rules discussed above with respect to ordinary income recognition resulting from
the disposition of a Note would not apply, and the holder's tax basis in the
Note would be increased by the amount of the market discount included in income
at the time it accrued.
AMORTIZABLE BOND PREMIUM
A holder that was issued or acquired a Note at a premium over its stated
principal amount plus accrued interest, disregarding any premium attributable to
the Note's conversion feature, generally could have elected to treat such
premium as "Section 171 premium." If such an election had been made, (1) the
amount required to be included in the holder's income each year with respect to
interest on the Note would have been reduced by the amount of Section 171
premium allocable to such year and (2) each year a holder's tax basis in the
Note would have been reduced by the
12
Section 171 premium allocable to such year. If the amortizable bond premium
allocable to a year exceeded the amount of interest allocable to that year, the
excess would have been allowed as a deduction for that year but only to the
extent of the holder's prior interest inclusions with respect to the Note. If
such an election were applicable with respect to a Note, the holder's tax basis
in the Note would be less than it otherwise would have been so that more gain
(or less loss) would be realized by the holder upon a disposition of the Note,
including a sale to Amdocs under this Offer.
PAYING AGENT; FEES AND EXPENSES
Amdocs has retained The Bank of New York as the Paying Agent in connection
with this Offer. Amdocs has agreed to pay the Paying Agent $10,000 for its
services as Paying Agent in this Offer. The Paying Agent will also be reimbursed
by Amdocs for its reasonable expenses and indemnified by Amdocs against certain
liabilities and expenses in connection with this Offer, including certain
liabilities under U.S. federal securities laws.
Directors, officers and regular employees of either Amdocs and its
affiliates (who will not be specifically compensated for such services) and the
Paying Agent may contact holders of Notes by mail, telephone, telex, telecopy,
telegraph and personal interview regarding this Offer and may request brokers,
dealers, commercial banks, trust companies and other nominees to forward this
Offer to Purchase and related materials to beneficial owners of Notes.
Tendering holders of Notes who tender their Notes directly to the Paying
Agent will not be obligated to pay brokers' fees or commissions or, except as
set forth in the Letter of Transmittal, transfer taxes on the purchase of Notes
by Amdocs pursuant to this Offer. Amdocs will pay all fees and expenses of the
Paying Agent in connection with this Offer.
Brokers, dealers, commercial banks and trust companies will be reimbursed
by Amdocs for customary mailing and handling expenses incurred by them in
forwarding material to their customers. Amdocs will not pay any fees or
commissions to any broker, dealer or other person (other than the Paying Agent)
in connection with the solicitation of tenders of Notes pursuant to this Offer.
MISCELLANEOUS
Pursuant to Rule 13e-4 under the Exchange Act, Amdocs has filed with the
SEC a Tender Offer Statement on Schedule TO (the "Schedule TO"), which contains
additional information with respect to this Offer. The Schedule TO, including
the exhibits and any amendments thereto, may be examined, and copies may be
obtained, at the same places and in the same manner as set forth under
"AVAILABLE INFORMATION" and "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
This Offer is being made solely by this Offer to Purchase and the related
Letter of Transmittal and is being made to all holders of Notes. This Offer is
not being made to, nor will tenders be accepted from or on behalf of, holders of
Notes in any jurisdiction in which the making of this Offer or the acceptance
thereof would violate the laws of such jurisdiction. Amdocs is not aware of any
jurisdiction where the making of this Offer is not in compliance with the laws
of such jurisdiction. If Amdocs becomes aware of any jurisdiction where the
making of this Offer would not be in compliance with such laws, Amdocs will make
a good faith effort to comply with any such laws or seek to have such laws
declared inapplicable to this Offer. If, after such good faith effort, Amdocs
cannot comply with any such applicable laws, this Offer will not be made to (nor
will tenders be accepted from or on behalf of) the holders of Notes residing in
such jurisdiction.
No person has been authorized to make any recommendation on behalf of
Amdocs as to whether any holder should tender or refrain from tendering Notes in
this Offer or to give any information or to make any representations other than
those contained in this Offer to Purchase and, if made or given, such
recommendation, information or representations must not be relied upon as having
been authorized. The delivery of this Offer to Purchase shall not, under any
circumstances, create any implication that the information contained herein is
current as of any time subsequent to the date of such information.
AMDOCS LIMITED
May 3, 2004
13
Exhibit(a)(1)(ii)
LETTER OF TRANSMITTAL
TO TENDER
2% CONVERTIBLE NOTES DUE JUNE 1, 2008
OF
AMDOCS LIMITED
PURSUANT TO THE
NOTICE OF PUT RIGHT AND OFFER TO PURCHASE
DATED MAY 3, 2004
CUSIP NUMBERS: 02342TAB52, 02342TAA79(+)
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 A.M., EASTERN TIME, ON JUNE
1, 2004, AND MAY NOT BE EXTENDED, EXCEPT AS REQUIRED BY APPLICABLE LAW.
The Paying Agent for this Offer is:
THE BANK OF NEW YORK
By Registered or Certified Mail, By Facsimile: For Information call:
Overnight Courier +44 20 7964 6402 Alison Mitchell (London)
or Hand Delivery: Attention: Alison Mitchell +44 20 7964 6402
One Canada Square
London E14 5AL Confirm by telephone: or
Attention: Alison Mitchell +44 20 7964 6399
Bernard Arsenec (New York)
212-815-5098
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN
AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS
LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED THEREFOR AND COMPLETE
THE SUBSTITUTE FORM W-9 SET FORTH HEREIN.
- ------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF NOTES TENDERED
- ------------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) NOTES TENDERED
(PLEASE FILL IN, IF BLANK, EXACTLY AS (ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY).
NAME(S) APPEAR(S) ON NOTE(S)) SEE INSTRUCTION 3.
- ------------------------------------------------------------------------------------------------------------------------------
SECURITY TOTAL PRINCIPAL PRINCIPAL AMOUNT
NUMBER(S)* AMOUNT OF NOTES* OF NOTES TENDERED**
-----------------------------------------------------------------------------
$ $
-----------------------------------------------------------------------------
$ $
-----------------------------------------------------------------------------
$ $
-----------------------------------------------------------------------------
Total............................................ $
- -----------------------------------------------------------------------------
* Need not be completed by book-entry holders.
** Unless otherwise indicated, the entire aggregate principal amount represented by the Notes described above will be deemed
to have been tendered. See Instruction 2.
- ------------------------------------------------------------------------------------------------------------------------------
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
- ---------------
+ The CUSIP numbers referenced above have been assigned by Standard & Poor's
Corporation and are included solely for the convenience of holders of the
Notes. Amdocs, the Paying Agent and the Trustee shall not be responsible for
the selection or use of these CUSIP numbers, and no representation is made as
to their correctness on the Notes or as indicated in any notice of put right,
offer to purchase or letter of transmittal.
This Letter of Transmittal is to be completed by holders of 2% Convertible
Notes due June 1, 2008 (the "Notes") of Amdocs Limited, a company organized
under the laws of the Island of Guernsey ("Amdocs"), to tender Notes as
described in the Notice of Put Right and Offer to Purchase dated May 3, 2004 (as
the same may be amended or supplemented from time to time, the "Offer to
Purchase"). This Letter of Transmittal serves as the "Election of Holder to
Require Repurchase" as specified in Section 2.2 of the Indenture (as defined in
the Offer to Purchase) and required under Section 14.3 of the Indenture.
This Letter of Transmittal is to be completed either if certificates
evidencing Notes are to be forwarded herewith or, unless an Agent's Message (as
defined in the Offer to Purchase) is utilized, if delivery of Notes is to be
made by book-entry transfer into the account of The Bank of New York (the
"Paying Agent") at The Depository Trust Company ("DTC") pursuant to the
procedures for book-entry transfer described in the Offer to Purchase. Holders
who tender their Notes by book-entry transfer are referred to herein as
"book-entry holders."
[ ] CHECK HERE IF TENDERED NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE PAYING AGENT WITH DTC AND COMPLETE THE
FOLLOWING (ONLY PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY
TRANSFER):
Name of Tendering Institution:
------------------------------------------------------------
DTC Account Number:
------------------------------------------------------------
DTC Transaction Code Number:
------------------------------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED ON PAGES 8 AND 9.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
2
Ladies and Gentlemen:
By execution hereof, the undersigned hereby acknowledges receipt of the
Offer to Purchase and this Letter of Transmittal and Instructions hereto (as the
same may be amended or supplemented from time to time, this "Letter of
Transmittal"), relating to Amdocs's offer to purchase any and all of its
outstanding Notes, upon the terms and subject to the conditions set forth in the
Offer to Purchase. The Offer to Purchase and the Letter of Transmittal
collectively constitute the "Offer."
Upon the terms and subject to the conditions of the Offer as set forth in
the Offer to Purchase and this Letter of Transmittal, the undersigned hereby
tenders to Amdocs the principal amount of Notes indicated above.
Subject to, and effective upon, the acceptance for purchase of and payment
of the Repurchase Price (as defined in the Offer to Purchase) for Notes tendered
hereby, the undersigned hereby (1) irrevocably sells, assigns and transfers to,
or upon the order of, Amdocs, all right, title and interest in and to all Notes
tendered hereby and (2) irrevocably constitutes and appoints the Paying Agent as
the true and lawful agent and attorney-in-fact of the undersigned with respect
to such Notes, with full power of substitution and resubstitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest) to
(a) deliver such Notes, or transfer ownership of such Notes, together with all
accompanying evidences of transfer and authenticity, to or upon the order of
Amdocs, upon receipt by the Paying Agent, as the undersigned's agent, of the
Repurchase Price, (b) present such Notes for transfer on the relevant security
register and (c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Notes, all in accordance with the terms of the
Offer as described in the Offer.
The undersigned hereby represents and warrants that (1) the undersigned has
full power and authority to tender, sell, assign and transfer the Notes tendered
hereby and (2) when such Notes are accepted for payment by Amdocs, Amdocs will
acquire good, marketable and unencumbered title to the Notes, free and clear of
all liens, restrictions, charges and encumbrances, and the same will not be
subject to any adverse claim or right. The undersigned, upon request, shall
execute and deliver any additional documents deemed by the Paying Agent or
Amdocs to be necessary or desirable to complete the sale, assignment and
transfer of the Notes tendered hereby.
No authority herein conferred or agreed to be conferred shall be affected
by, and all authority herein conferred or agreed to be conferred shall survive,
the death or incapacity of the undersigned and any obligation of the undersigned
hereunder shall be binding upon the undersigned's heirs, personal
representatives, executors, administrators, successors, assigns, trustees in
bankruptcy and other legal representatives.
Notes tendered pursuant to the Offer may be withdrawn at any time prior to
9:00 a.m., Eastern time, on June 1, 2004 (such time and date, or the latest
extension thereof, if extended as required by applicable law, the "Expiration
Date"), and, unless theretofore accepted for payment by Amdocs pursuant to the
Offer, may also be withdrawn at any time after June 28, 2004. See Instruction 4.
The undersigned understands that tenders of Notes pursuant to any of the
procedures described in the Offer to Purchase and in the Instructions hereto
will constitute the undersigned's acceptance of the terms and conditions of the
Offer. Amdocs' acceptance of such Notes for payment will constitute a binding
agreement between the undersigned and Amdocs upon the terms and subject to the
conditions set forth in the Offer.
Unless otherwise indicated herein under "Special Payment Instructions," the
Paying Agent will issue the check for the Repurchase Price with respect to Notes
accepted for payment and issue or return any certificate(s) for Notes not
tendered or not purchased in the name(s) of the registered holder(s) appearing
under "Description of Notes Tendered." Similarly, unless otherwise indicated
herein under "Special Delivery Instructions," the Paying Agent will mail the
check for the Repurchase Price with respect to Notes accepted for payment and
return any certificate(s) for Notes not tendered or not purchased (and
accompanying documents, as appropriate) to the address of the registered
holder(s) appearing under "Description of Notes Tendered." In the event that
both the "Special Delivery Instructions" and the "Special Payment Instructions"
boxes are completed, the Paying Agent will issue the check for the Repurchase
Price with respect to Notes accepted for payment and return any certificate(s)
for Notes not tendered or not purchased in the name(s) of, and deliver such
check and return such certificate(s) to, the person(s) so indicated. Any Notes
tendered herewith by book-entry transfer that are not purchased will be returned
by crediting the DTC account designated above. The undersigned recognizes that
Amdocs has no obligation pursuant to the "Special Payment Instructions" to
transfer any Notes from the name(s) of the registered holder(s) thereof if
Amdocs does not accept for payment any of the Notes tendered hereby.
3
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6, 7 AND 8)
To be completed ONLY if certificate(s) representing Notes not tendered or
not purchased or the check for the Repurchase Price are to be issued in the name
of someone other than the undersigned.
Issue: [ ] check [ ] certificates to:
Name:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 ON THE REVERSE SIDE)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6, 7 AND 8)
To be completed ONLY if certificate(s) representing Notes not tendered or
not purchased or the check for the Repurchase Price are to be sent to someone
other than the undersigned or to the undersigned at an address other than that
shown above.
Mail: [ ] check [ ] certificates to:
Name:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 ON THE REVERSE SIDE)
4
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal if: (1) this Letter of Transmittal is signed by the
registered holder(s) of Notes (which term, for purposes of this document, shall
include any DTC participant whose name appears on a security position listing as
the owner of Note(s)) tendered herewith, unless such holder(s) has (have)
completed either the box entitled "Special Payment Instructions" or the box
entitled "Special Delivery Instructions," or (2) such Notes are tendered for the
account of a firm which is a commercial bank, broker, dealer, credit union,
savings association or other entity which is a member in good standing of the
Securities Transfer Agents Medallion Program, the Stock Exchanges' Medallion
Program or the New York Stock Exchange, Inc. Medallion Signature Program (each
of the foregoing, an "Eligible Institution"). In all other cases, all signatures
on this Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND NOTES; PARTIAL TENDERS (NOT
APPLICABLE TO BOOK-ENTRY HOLDERS). This Letter of Transmittal is to be
completed by holders if Notes are to be forwarded herewith, or, unless an
Agent's Message is utilized, if delivery of Notes is to be made by book-entry
transfer pursuant to the procedures set forth in the Offer to Purchase. In order
for Notes to be validly tendered pursuant to the Offer, this Letter of
Transmittal (or a facsimile hereof), properly completed and duly executed,
together with any required signature guarantees, or an Agent's Message in
connection with a book-entry delivery of Notes, and any other documents required
by this Letter of Transmittal, must be received by the Paying Agent at one of
its addresses set forth on the front cover hereof prior to the Expiration Date
and either (1) certificates evidencing tendered Notes must be received by the
Paying Agent at such address prior to the Expiration Date or (2) such Notes must
be tendered by book-entry transfer and a timely confirmation of such book-entry
transfer must be received by the Paying Agent, in each case prior to the
Expiration Date.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, NOTES AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE SOLE OPTION AND
RISK OF THE TENDERING HOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE PAYING AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ENSURE TIMELY DELIVERY.
HOLDERS OF NOTES SHOULD BE AWARE THAT NO GUARANTEED DELIVERY PROCESS IS
AVAILABLE TO TENDER NOTES.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders, by execution of this Letter of Transmittal (or
a facsimile hereof), waive any right to receive any notice of the acceptance of
its Notes for payment.
If a holder wishes to tender less than the entire principal amount
evidenced by any Note submitted, such holder must fill in the principal amount
that is to be tendered in the column entitled "Principal Amount of Notes
Tendered," but only in an amount of $1,000 or any greater integral multiple of
$1,000. In the case of a partial tender of Notes, as soon as practicable after
the Expiration Date, new certificates for the remainder of the Notes that were
evidenced by such holder's old certificates will be sent to such holder, unless
otherwise provided in the appropriate box on this Letter of Transmittal. The
entire amount that is represented by Notes delivered to the Paying Agent will be
deemed to have been tendered, unless otherwise indicated.
If Notes are forwarded to the Paying Agent in multiple deliveries, a
properly completed and duly executed Letter of Transmittal must accompany each
such delivery.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
security numbers, the principal amount of Notes and any other required
information should be listed on a separate signed schedule attached hereto and
referenced in the box entitled "Description of Notes Tendered."
4. WITHDRAWAL OF TENDERS. Tenders of Notes may be withdrawn at any time on
or prior to the Expiration Date, and, unless already accepted for payment
pursuant to the Offer, may also be withdrawn at any time after June 28, 2004.
For a withdrawal of a tender of Notes to be effective, a telegram,
facsimile transmission or letter must be received by the Paying Agent on or
prior to the Expiration Date at one of its addresses set forth on the front
cover hereof. Any such notice of withdrawal must (1) specify the name of the
holder who tendered the Notes to be withdrawn, (2) contain a description of the
Notes to be withdrawn and identify the certificate number or numbers shown on
the particular Notes (unless such Notes were tendered by book-entry transfer)
and the aggregate principal amount represented by such Notes,
5
(3) include a statement that such holder is withdrawing his election to have
such principal amount of such Notes purchased and (4) specify the principal
amount, if any, of such Notes (which shall be $1,000 or any greater integral
multiple of $1,000 thereof) that remains subject to the Offer and that has been
or will be delivered for purchase by Amdocs. If the Notes to be withdrawn have
been delivered or otherwise identified to the Paying Agent, a signed notice of
withdrawal is effective immediately upon receipt by the Paying Agent even if
physical release is not yet effected. Any Notes properly withdrawn will be
deemed to be not validly tendered for purposes of the Offer.
5. SIGNATURES ON LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Notes
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the Notes without alteration, enlargement or any change whatsoever.
If any of the Notes tendered hereby are owned of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the tendered Notes are registered in the names of different
holders, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of Notes.
If this Letter of Transmittal or any Note or bond power is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of
a corporation or other person acting in a fiduciary or representative capacity,
such person must so indicate when signing, and proper evidence satisfactory to
Amdocs of such person's capacity and authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of
Notes listed and tendered hereby, no endorsements of Notes or separate bond
powers are required, unless payment is to be made to, or Notes not tendered or
not purchased are to be issued in the name of, a person other than the
registered holder(s), in which case, the Notes tendered hereby must be endorsed
or accompanied by appropriate bond powers signed exactly as the name(s) of the
registered holder(s) appear(s) on such Notes. Signatures on such Notes or bond
powers must be guaranteed by an Eligible Institution.
6. TRANSFER TAXES. Except as set forth in this Instruction 6, Amdocs will
pay all transfer taxes, if any, applicable to its purchase of Notes pursuant to
the Offer. If, however, Notes for principal amounts not purchased are to be
delivered to, or are to be registered or issued in the name of, any person other
than the registered holder of the Notes, or if tendered Notes are registered in
the name of any person other than the person signing the Letter of Transmittal,
or if a transfer tax is imposed for any reason other than the purchase of Notes
by Amdocs pursuant to the Offer, then the amount of any such transfer tax
(whether imposed on the registered holder or any other person) will be payable
by the person tendering such Note. If satisfactory evidence of payment of such
tax or exemption therefrom is not submitted, then the amount of such transfer
tax will be deducted from the Repurchase Price otherwise payable to such
tendering person.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the
Repurchase Price with respect to Notes accepted for payment is to be issued in
the name of, or certificate(s) evidencing Notes not tendered or not purchased
are to be issued or returned to, a person other than the signer of this Letter
of Transmittal or if a check or such Notes are to be returned to a person other
than the signer of this Letter of Transmittal or to an address of the signer
other than that shown in this Letter of Transmittal, the appropriate boxes on
this Letter of Transmittal must be completed.
8. TAX IDENTIFICATION NUMBER. Federal income tax law generally requires
that a holder whose tendered Notes are purchased pursuant to the Offer is
required to provide the Paying Agent with such holder's correct Taxpayer
Identification Number ("TIN") on the Substitute Form W-9 below or otherwise
establish a basis for exemption from backup withholding. If such holder is an
individual, the TIN is his or her social security number. If the Paying Agent is
not provided with the TIN or an adequate basis for an exemption, such tendering
holder may be subject to a penalty of at least $50 imposed by the Internal
Revenue Service. In addition, the holder may be subject to backup withholding on
all reportable payments made pursuant to the Offer. The backup withholding rate
is currently 28%.
Certain holders are not subject to these backup withholding and reporting
requirements. See the enclosed Guidelines of Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.
To prevent backup withholding, each tendering holder of Notes must provide
its correct TIN by completing the "Substitute Form W-9" set forth below,
certifying that the holder is a U.S. person (including a U.S. resident alien),
that
6
the TIN provided is correct (or that such holder is awaiting a TIN) and that (1)
the holder is exempt from backup withholding, (2) the holder has not been
notified by the Internal Revenue Service that such holder is subject to backup
withholding as a result of a failure to report all interest or dividends or (3)
the Internal Revenue Service has notified the holder that such holder is no
longer subject to backup withholding. If the tendering holder of Notes is a
nonresident alien or foreign entity not subject to backup withholding, such
holder must give the Paying Agent a completed Form W-8BEN, Certificate of
Foreign Status. These forms may be obtained from the Paying Agent. If the Notes
are in more than one name or are not in the name of the actual owner, such
holder should consult the W-9 Guidelines for information on which TIN to report.
If such holder does not have a TIN, such holder should consult the W-9
Guidelines for instructions on applying for a TIN, check the box in Part 2 of
the Substitute Form W-9, write "applied for" in lieu of its TIN and complete the
Certificate of Awaiting Taxpayer Identification Number. Note: checking this box
or writing "applied for" on the form means that such holder has already applied
for a TIN or that such holder intends to apply for one in the near future. If a
holder checks the box in Part 2 of the Substitute Form W-9 or writes "applied
for" on that form, backup withholding at the applicable rate will nevertheless
apply to all reportable payments made to such holder. If such a holder furnishes
its TIN to the Paying Agent within 60 days, however, any amounts so withheld
shall be refunded to such holder. If, however, the holder has not provided the
Paying Agent with its TIN within such 60-day period, the Paying Agent will remit
such previously retained amounts to the IRS as backup withholding.
Backup withholding is not an additional federal income tax. Rather, the
federal income tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in overpayment of
taxes, a refund may be obtained from the Internal Revenue Service.
9. CONFLICTS. In the event of any conflicts between the terms of the Offer
to Purchase and the terms of this Letter of Transmittal, the terms of the Offer
to Purchase will control.
10. WAIVER OF CONDITIONS. Amdocs reserves the absolute right, subject to
the Indenture, dated as of May 30, 2001, as amended, between Amdocs and The Bank
of New York (as successor to United States Trust Company of New York), as
Trustee, and applicable law, to amend in any respect or waive any of the
specified conditions in the Offer.
11. MUTILATED, LOST, STOLEN OR DESTROYED NOTES. If a holder desires to
tender Notes pursuant to the Offer, but any such Note has been mutilated, lost,
stolen or destroyed, such holder should write to or telephone the Trustee
concerning the procedures for obtaining a replacement Note. Inquiries should be
directed to the Trustee at: The Bank of New York, One Canada Square, London E14
5AL, Attention: Alison Mitchell, telephone + 44 20 7964 6402
12. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Paying Agent at its address
or telephone numbers set forth on the front cover hereof. Additional copies of
the Offer to Purchase, this Letter of Transmittal and all other tender offer
materials may be obtained from the Paying Agent or from brokers, dealers,
commercial banks or trust companies at Amdocs' expense.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED, OR, IF APPROPRIATE, AN AGENT'S MESSAGE, TOGETHER
WITH NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS, MUST BE RECEIVED BY THE PAYING AGENT NOT LATER THAN THE EXPIRATION
DATE.
7
- ------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: THE BANK OF NEW YORK
- ------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I -- Please provide the Taxpayer Identification Social Security Number
FORM W-9 Number (TIN) of the person submitting this Letter of OR Employee
Transmittal in the box at right and certify by Identification Number
(To be completed by signing and dating below. The Taxpayer Identification
all holders of Notes) Number for an individual is generally his or her
(See Instruction 8 social security number (SSN). For sole proprietors or ------------------
and attached Guidelines to if your account is in more than one name, see the
Form W-9) Instructions in the enclosed Guidelines. For other
entities, it is your Employer Identification Number ------------------
(EIN). If you do not have a number, see how to get a
TIN in the enclosed Guidelines.
- ------------------------------------------------------------------------------------------------------------------
PART II -- TIN Applied For. Check box at right if you are awaiting a Taxpayer Identification Number. [ ]
- ------------------------------------------------------------------------------------------------------------------
PART III -- Exempt Payee. Check box at right if you are an exempt payee. [ ]
- ------------------------------------------------------------------------------------------------------------------
CERTIFICATION -- Under penalties of perjury, the undersigned hereby certifies the following:
(1) The Taxpayer Identification Number shown in Part I above is my correct Taxpayer Identification Number (or I am
waiting for a number to be issued to me);
(2) I am not subject to backup withholding because (a) I am exempt from backup withholding; (b) I have not been
notified by the Internal Revenue Service that I am subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the Internal Revenue Service has notified me that I am no longer
subject to backup withholding; and
(3) I am a U.S. person (including a U.S. resident alien).
NOTE: You must cross out item (2) above if you have been notified by the Internal Revenue Service that you are
currently subject to backup withholding because you failed to report all interest and dividends on your
tax return and you have not been notified by the IRS that you are no longer subject to backup
withholding.
- ------------------------------------------------------------------------------------------------------------------
Signature of U.S. person: ---------------------------------------- Date: --------------------
Name: ------------------------------------------------------------------------------
Address: ------------------------------------------------------------------------------
------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- ------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
(CURRENTLY AT A 28% RATE) OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. IN ADDITION, FAILURE TO PROVIDE SUCH INFORMATION MAY RESULT IN A
$50 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE. PLEASE REVIEW THE
ENCLOSED GUIDELINES TO FORM W-9 FOR ADDITIONAL DETAILS.
PLEASE COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART II ON SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, a
percentage (currently 28%) of all reportable payments made to me will be
withheld until I provide a number and such retained amounts will be remitted to
the Internal Revenue Service as backup withholding.
Signature ------------------------------ Date -------------------------
8
IMPORTANT
SIGN HERE AND COMPLETE SUBSTITUTE FORM W-9 ON PAGE 8
X
- --------------------------------------------------------------------------------
X
- --------------------------------------------------------------------------------
SIGNATURE(S) OF HOLDER(S)
Dated:
- ------------------------------------------- , 2004
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
Notes or on a security position listing or by person(s) authorized to become
registered holder(s) by endorsements and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other acting in a fiduciary or representative
capacity, please provide the following information. See Instruction 5.)
Name(s):
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (Full Title):
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
- --------------------------------------------------------------------------------
Tax Identification or Social Security No.:
- --------------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature:
- --------------------------------------------------------------------------------
Name:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Title:
- --------------------------------------------------------------------------------
Name of Firm:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Address:
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
- --------------------------------------------------------------------------------
Dated: ------------------------- , 2004
9
The Letter of Transmittal, properly completed and duly executed, together
with certificates evidencing Notes and any other required documents should be
sent or delivered by holders of Notes or their broker, dealer, commercial bank,
trust company or other nominee to the Paying Agent at one of its addresses set
forth below or the procedures for book-entry transfer of Notes should be
complied with. Any questions or requests for assistance or for additional copies
of this Offer to Purchase, the Letter of Transmittal or related documents may be
directed to the Paying Agent at one of its addresses or telephone numbers set
forth below. Any beneficial owner owning interests in Notes should contact such
beneficial owner's broker, dealer, commercial bank, trust company or other
nominee for assistance concerning this Offer.
THE PAYING AGENT FOR THIS OFFER IS:
THE BANK OF NEW YORK
BY REGISTERED OR CERTIFIED MAIL, BY FACSIMILE: FOR INFORMATION CALL:
OVERNIGHT COURIER +44 20 7964 6402 Alison Mitchell (London)
OR HAND DELIVERY: Attention: Alison Mitchell +44 20 7964 6402
One Canada Square
London E14 5AL CONFIRM BY TELEPHONE: or
Attention: Alison Mitchell +44 20 7964 6399
Bernard Arsenec (New York)
212-815-5098
Exhibit (a)(1)(iii)
OFFER TO PURCHASE FOR CASH
ANY AND ALL OF THE OUTSTANDING
2% CONVERTIBLE NOTES DUE JUNE 1, 2008
OF
AMDOCS LIMITED
PURSUANT TO THE
NOTICE OF PUT RIGHT AND OFFER TO PURCHASE
DATED MAY 3, 2004
CUSIP NUMBERS: 02342TAB52, 02342TAA79(+)
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 A.M., EASTERN
TIME, ON JUNE 1, 2004, AND MAY NOT BE EXTENDED, EXCEPT AS REQUIRED
BY APPLICABLE LAW.
May 3, 2004
To our clients:
Enclosed for your consideration is a Notice of Put Right and Offer to
Purchase dated May 3, 2004 (the "Offer to Purchase") and the related Letter of
Transmittal (which, along with the Offer to Purchase and together with any
amendments or supplements to such documents, collectively constitute the
"Offer") in connection with the Offer by Amdocs Limited, a company organized
under the laws of the Island of Guernsey ("Amdocs"), to purchase for cash any
and all of its outstanding 2% Convertible Notes due June 1, 2008 (the "Notes")
at the Repurchase Price described below, upon the terms and subject to the
conditions set forth in the Offer to Purchase. The Repurchase Price equals 100%
of the principal amount of the Notes, plus accrued and unpaid interest through
and including May 31, 2004. If the expiration date of the Offer is June 1, 2004,
the Repurchase Price will equal $1,000 per $1,000 principal amount of Notes
tendered. See the Offer to Purchase for definitions of capitalized terms used
but not defined herein.
The material relating to the Offer is being forwarded to you as the
beneficial owner of Notes carried by us for your account but not registered in
your name. A tender of the Notes held by us for your account can be made only by
the holder of record and pursuant to your instructions. The Letter of
Transmittal is furnished to you for your information only and cannot be used by
you to tender Notes held by us for your account.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all of the Notes held by us for your account,
pursuant to the terms and subject to the conditions set forth in the Offer. We
urge you to read carefully the Offer to Purchase, the Letter of Transmittal and
the other materials provided with this letter before instructing us to tender
your Notes.
Your attention is directed to the following:
1. The Repurchase Price equals 100% of the principal amount of the
Notes, plus accrued and unpaid interest through and including May
31, 2004. If the expiration date of the Offer is June 1, 2004, the
repurchase price will equal $1,000 per $1,000 principal amount of
Notes tendered.
2. The Offer and withdrawal rights will expire at 9:00 a.m., Eastern
time, on June 1, 2004, and may not be extended, except as required
by applicable law.
3. The Offer is being made pursuant to the terms of the Notes and the
subject to the Indenture, dated as of May 30, 2001, as amended,
between Amdocs and The Bank of New York (as successor to United
States
- ---------------
+ The CUSIP numbers referenced above have been assigned by Standard & Poor's
Corporation and are included solely for the convenience of holders of the
Notes. Amdocs, the Paying Agent and the Trustee shall not be responsible for
the selection or use of these CUSIP numbers, and no representation is made as
to their correctness on the Notes or as indicated in any notice of put right,
offer to purchase or letter of transmittal.
Trust Company of New York), as Trustee, which provide that each holder
of Notes will have the right, at such holder's option, to require
Amdocs to purchase at the Repurchase Price all or a portion (which
amount must be $1,000 or any greater integral multiple of $1,000
thereof) of such holder's Notes on June 1, 2004. The purpose of the
Offer is to fulfill Amdocs' obligations under the Indenture.
4. The Offer is made for any and all of the outstanding Notes.
5. Tendering holders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter
of Transmittal, transfer taxes on the purchase of Notes by Amdocs
pursuant to the Offer.
The Offer is being made solely by the Offer to Purchase and the related
Letter of Transmittal and is being made to all holders of Notes. The Offer is
not being made to (nor will tenders be accepted from or on behalf of) holders of
Notes in any jurisdiction in which the making of the Offer or the acceptance
thereof would not be in compliance with the laws of such jurisdiction.
If you wish to have us tender any or all of the Notes held by us for your
account, please instruct us by completing, executing and returning to us the
instruction form contained in this letter. If you authorize a tender of your
Notes, all such Notes will be tendered unless otherwise specified in such
instruction form. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO
PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE
OFFER.
2
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ANY AND ALL OF THE OUTSTANDING
2% CONVERTIBLE NOTES DUE JUNE 1, 2008
OF
AMDOCS LIMITED
The undersigned acknowledge(s) receipt of your letter enclosing the Notice
of Put Right and Offer to Purchase dated May 3, 2004 (the "Offer to Purchase")
and the related Letter of Transmittal (which, along with the Offer to Purchase
and together with any amendments or supplements to such documents, collectively
constitute the "Offer") relating to the Offer by Amdocs Limited, a company
organized under the laws of the Island of Guernsey ("Amdocs"), to purchase for
cash any and all of its outstanding 2% Convertible Notes due June 1, 2008 (the
"Notes") at the Repurchase Price (as defined in your letter), upon the terms and
subject to the conditions set forth in the Offer to Purchase.
This will instruct you to tender the principal amount of Notes indicated
below (or, if no number is indicated below, the entire principal amount
represented by all Notes) that are held by you for the account of the
undersigned, upon the terms and subject to the conditions set forth in the
Offer.
Principal Amount of Notes to be Tendered*: $------------------------------
SIGN HERE
Signature(s):
- --------------------------------------------------------------------------------
Please type or print name(s):
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
Area Code and Telephone Number:
- --------------------------------------------------------------------------------
Dated: ------------------------------ , 2004
Tax Identification or Social Security Number:
- --------------------------------------------------------------------------------
- ---------------
* Unless otherwise indicated, it will be assumed that the entire principal
amount of the Notes held by us for your account are to be tendered.
3
Exhibit(a)(1)(iv)
OFFER TO PURCHASE FOR CASH
ANY AND ALL OF THE OUTSTANDING
2% CONVERTIBLE NOTES DUE JUNE 1, 2008
OF
AMDOCS LIMITED
PURSUANT TO THE
NOTICE OF PUT RIGHT AND OFFER TO PURCHASE
DATED MAY 3, 2004
CUSIP NUMBERS: 02342TAB52, 02342TAA79(+)
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 A.M., EASTERN TIME, ON JUNE
1, 2004, AND MAY NOT BE EXTENDED, EXCEPT AS REQUIRED BY APPLICABLE LAW.
May 3, 2004
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Amdocs Limited, a company organized under the laws of the Island of
Guernsey ("Amdocs"), has commenced an offer to purchase for cash any and all of
its outstanding 2% Convertible Notes due June 1, 2008 (the "Notes") at the
Repurchase Price described below, upon the terms and subject to the conditions
set forth in the Notice of Put Right and Offer to Purchase dated May 3, 2004
(the "Offer to Purchase") and the related Letter of Transmittal (which, along
with the Offer to Purchase and together with any amendments or supplements to
such documents, collectively constitute the "Offer"). The Repurchase Price
equals 100% of the principal amount of the Notes, plus accrued and unpaid
interest through and including May 31, 2004. If the expiration date of the Offer
is June 1, 2004, the Repurchase Price will equal $1,000 per $1,000 principal
amount of Notes tendered. See the Offer to Purchase for definitions of
capitalized terms used but not defined herein.
Enclosed for your information and for forwarding to your clients for whose
accounts you hold Notes registered in your name or in the name of your nominees
are copies of the following documents:
1. The Notice of Put Right and Offer to Purchase dated May 3, 2004.
2. The Letter of Transmittal to tender Notes (for your use and for the
information of your clients).
3. A form of letter which may be sent to your clients for whose accounts
you hold Notes registered in your name or in the name of your nominees,
with space provided for obtaining your clients' instructions with regard
to the Offer.
4. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
Participants in The Depository Trust Company ("DTC") will be able to
execute tenders through the DTC Automated Tender Offer Program.
HOLDERS OF NOTES SHOULD BE AWARE THAT NO GUARANTEED DELIVERY PROCESS IS
AVAILABLE TO TENDER NOTES.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE TO OBTAIN THEIR
INSTRUCTIONS. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
9:00 A.M., EASTERN TIME, ON JUNE 1, 2004, AND MAY NOT BE EXTENDED, EXCEPT AS
REQUIRED BY APPLICABLE LAW.
- ---------------
+ The CUSIP numbers referenced above have been assigned by Standard & Poor's
Corporation and are included solely for the convenience of holders of the
Notes. Amdocs, the Paying Agent and the Trustee shall not be responsible for
the selection or use of these CUSIP numbers, and no representation is made as
to their correctness on the Notes or as indicated in any notice of put right,
offer to purchase or letter of transmittal.
In order to take advantage of the Offer, a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), together with any
required signature guarantees, or an Agent's Message in connection with a
book-entry delivery of Notes, and any other documents required by the Letter of
Transmittal, should be sent to the Paying Agent, and certificates evidencing
tendered Notes should be delivered or such Notes should be tendered by
book-entry transfer (and a Book-Entry Confirmation (as defined in the Offer to
Purchase) should be sent to the Paying Agent), all in accordance with the
instructions set forth in the Letter of Transmittal and in the Offer to
Purchase.
No fees or commissions will be paid to brokers, dealers or any other
persons (other than the Paying Agent listed below) for soliciting tenders of
Notes pursuant to the Offer. Amdocs will, however, upon request, reimburse you
for customary mailing and handling expenses incurred by you in forwarding any of
the enclosed materials to your clients.
Amdocs will pay or cause to be paid any transfer taxes payable on the
purchase of Notes pursuant to the Offer, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from, the
Paying Agent at its address and telephone number set forth on the back cover of
the Offer to Purchase.
Very truly yours,
AMDOCS LIMITED
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF AMDOCS, THE PAYING AGENT, THE TRUSTEE OR ANY
AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY
STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE
OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
2
Exhibit(a)(1)(V)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the proper
identification number to give the payer. All section references are to the
Internal Revenue Code of 1986, as amended ("the Code"). "IRS" is the Internal
Revenue Service.
- -------------------------------------------------------
GIVE THE SOCIAL
SECURITY NUMBER
FOR THIS TYPE OF ACCOUNT: OF:
- -------------------------------------------------------
1. Individual's account The individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, the first
individual on the
account(1)
3. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
4. (a) The usual revocable The grantor-trustee(1)
savings trust
account (grantor is
also trustee)
(b) So-called trust The actual owner(1)
account that is not
a legal or valid
trust under State
law
5. Sole proprietorship The owner(3)
account or account of a
single-owner LLC
- -------------------------------------------------------
- -------------------------------------------------------
GIVE THE EMPLOYER
IDENTIFICATION NUMBER
FOR THIS TYPE OF ACCOUNT: OF:
- -------------------------------------------------------
6. Sole proprietorship The owner(3)
account or account of a
single-owner LLC
7. A valid trust, estate, The legal entity(4)
or pension trust
account
8. Corporate account or The corporation
account of an LLC
electing corporate
status on Form 8832
9. Association, club, The organization
religious, charitable,
educational, or other
tax-exempt organization
account
10. Partnership or multi- The partnership
member LLC account
11. A broker or registered The broker or nominee
nominee
12. Account with the The public entity
Department of
Agriculture in the name
of a public entity
(such as a State or
local government,
school district, or
prison) that receives
agricultural program
payments
- -------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business or
"doing business as (DBA)" name. You may use either your social security
number or your employer identification number (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the identifying number of the personal representative or
trustee unless the legal entity itself is not designated in the account
title.)
NOTE: If no name is circled when there is more than one name listed, the number
will be considered to be that of the first name listed.
3
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, write "Applied For" in the space for the TIN, check the box in Part III,
and sign and date the form and give it to the requester. To obtain a TIN, use
Form SS-5, Application for a Social Security Number Card (for individuals), or
Form SS-4, Application for Employer Identification Number (for businesses and
all other entities). These forms are available at the local office of the Social
Security Administration or the Internal Revenue Service, on the internet at
http://www.irs.gov, or by calling 1-800-TAX-FORM.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments
include the following:
- An organization exempt from tax under Section 501(a), or an individual
retirement plan, or a custodial account under Section 403(b)(7) if the
account satisfies the requirements of Section 401(f)(2).
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States, or
any political subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- An international organization or any agency, or instrumentality thereof.
Payees that MAY BE EXEMPT from backup withholding include the following
(Section references are to the Internal Revenue Code):
- A corporation.
- A foreign central bank of issue.
- A dealer in securities or commodities required to register in the United
States, the District of Columbia or a possession of the United States.
- A futures commission merchant registered with the Commodity Futures
Trading Commission.
- A real estate investment trust.
- An entity registered at all times during the tax year under the
Investment Company Act of 1940.
- A common trust fund operated by a bank under Section 584(a).
- A financial institution.
- A middleman known in the investment community as a nominee or custodian.
- A trust exempt from tax under Section 664 or described in Section 4947.
PAYMENTS EXEMPT FROM BACKUP WITHHOLDING
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
- Payments to nonresident aliens subject to withholding under Section 1441.
- Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.
- Payments of patronage dividends not paid in money.
- Payments made by certain foreign organizations.
- Section 404(k) distributions made by an employee stock option plan.
4
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 3
Payments of interest not generally subject to backup withholding include
the following:
- Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends
under Section 852).
- Payments described in Section 6049(b)(5) to nonresident aliens.
- Payments on tax-free government bonds under Section 1451.
- Payments made by certain foreign organizations.
- Mortgage or student loan interest paid to you.
Exempt payees described above should file the Substitute Form W-9 to avoid
possible erroneous backup withholding.
FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER,
WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO
THE PAYER. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO
BACKUP WITHHOLDING, FILE WITH A PAYER A COMPLETED INTERNAL REVENUE FORM W-8BEN
(CERTIFICATE OF FOREIGN STATUS).
Certain payments other than interest, dividends, and patronage dividends
that are not subject to information reporting are also not subject to backup
withholding. For details, see Sections 6041, 6041A(a), 6042, 6044, 6045, 6049,
6050A and 6050N, and the regulations under those sections.
PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividends,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax return.
Payers must be given the numbers whether or not recipients are required to file
tax returns. Payers must generally withhold a percentage (currently 28%) of
taxable interest, dividends, and certain other payments to a payee who does not
furnish a taxpayer identification number to a payer. Certain penalties may also
apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS. If you fail
to include any portion of an includible payment for interest, dividends or
patronage dividends in gross income, such failure is strong evidence of
negligence. If negligence is shown, you will be subject to a penalty of 20% of
any portion of an underpayment attributable to that failure.
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you
make a false statement with no reasonable basis that results in no imposition of
backup withholding, you are subject to a penalty of $500.
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
(5) MISUSE OF TAXPAYER IDENTIFICATION NUMBERS. If the requester discloses
or uses Taxpayer Identification Numbers in violation of federal law, the
requester may be subject to civil or criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT
OR THE INTERNAL REVENUE SERVICE.
5
Exhibit (a)(5)(i)
AMDOCS COMMENCES CASH OFFER FOR
2% CONVERTIBLE NOTES DUE JUNE 1, 2008
ST. LOUIS, MO, May 3, 2004 -- Amdocs Limited (NYSE: DOX), a leading
provider of billing and CRM products and services for true, integrated customer
management, today announced it has commenced a cash offer for its 2% Convertible
Notes Due June 1, 2008.
Pursuant to the indenture for the notes, each holder of the notes has the
right to require Amdocs to repurchase on June 1, 2004 all or any part of such
holder's notes at a price equal to 100% of the principal amount plus accrued and
unpaid interest. Under the terms of the notes, Amdocs had the option to pay for
the notes with cash, ordinary shares, or a combination of cash and ordinary
shares, and has elected to pay for the notes solely with cash. As of April 30,
2004, there was $395.5 million aggregate principal amount of notes outstanding.
The terms and conditions of the offer will be set forth in a Notice of Put
Right and Offer to Purchase, dated May 3, 2004, and the related Letter of
Transmittal that are being sent to holders of the notes. Holders of the notes
are urged to carefully read the Notice of Put Right and Offer to Purchase, the
Letter of Transmittal and the related documents as they contain important
information regarding the offer.
In order to surrender notes for repurchase, holders must tender the notes
and the Letter of Transmittal to The Bank of New York, as Paying Agent for the
notes, on or before 9:00 a.m. Eastern time on June 1, 2004. Holders may withdraw
any notes previously surrendered for repurchase at any time prior to 9:00 a.m.,
Eastern time, on June 1, 2004. Subject to applicable law, Amdocs may, in its
sole discretion, waive any condition applicable to the offer or extend or
terminate or otherwise amend the offer.
The notes are convertible into 10.8587 ordinary shares per $1,000 principal
amount, subject to adjustment in certain circumstances. The CUSIP numbers for
the notes are 02342TAB52 and 02342TAA79.
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER
TO PURCHASE, OR A SOLICITATION OF AN OFFER TO SELL NOTES. THE OFFER MAY ONLY BE
MADE PURSUANT TO THE TERMS OF THE NOTICE OF PUT RIGHT AND OFFER TO PURCHASE AND
THE RELATED LETTER OF TRANSMITTAL.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
Amdocs plans to file today with the SEC a Schedule TO in connection with
its tender offer for the notes. The Schedule TO, including the related Notice of
Put Right and Offer to Purchase, will contain important information about
Amdocs, the notes, the tender offer and related matters. Investors and security
holders are urged to read the Schedule TO carefully when it becomes available.
Investors and security holders may obtain free copies of the Schedule TO
and other documents filed with the SEC by Amdocs through the web site maintained
by the SEC at www.sec.gov. In addition, investors and security holders may
obtain free copies of the Schedule TO from the Paying Agent by contacting Alison
Mitchell of The Bank of New York, London, at +44 20 7964 6402.
ABOUT AMDOCS
Amdocs combines innovative software products and services with deep
business knowledge to deliver true integrated customer management to the world's
leading services companies. Our best-in-class billing and CRM products
seamlessly link all customer-facing business processes -- marketing, sales,
ordering, delivery, fulfillment, billing, settlement, service, support, and
analytics -- resulting in stronger, more profitable customer relationships.
Amdocs enables its customers to implement their business strategy with rapid
return on investment, lower total cost of ownership and improved operational
efficiencies. A global company, Amdocs employs approximately 9,000 IT
professionals and serves customers in more than
6
40 countries. Amdocs reported revenue of nearly $1.5 billion in fiscal 2003. For
more information, visit Amdocs at www.amdocs.com.
Contact:
Thomas G. O'Brien
Treasurer and Vice President of Finance and Investor Relations
Amdocs Limited
314-212-8328
E-mail: dox__info@amdocs.com
