UNITED
STATES
SECURITIES
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
AMDOCS
LIMITED
(Name of
Issuer)
Ordinary
Shares, 0.01GBP par value per
share
(Title of
Class of Securities)
G02602103
(CUSIP
Number)
December 31,
2008
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
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[
]
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Rule
13d-1(b)
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[ X ]
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Rule
13d-1(c)
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[
]
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Rule
13d-1(d)
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* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
Continued
on following pages
Page 1 of
10 Pages
Exhibit
Index: Page 8
Page 2 of 10 Pages
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
GLENVIEW
CAPITAL MANAGEMENT, LLC
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2.
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Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
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5.
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Sole
Voting Power
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None
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6.
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Shared
Voting Power
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4,349,247
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7.
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Sole
Dispositive Power
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None
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8.
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Shared
Dispositive Power
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4,349,247
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,349,247
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
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11.
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Percent
of Class Represented by Amount in Row (9)
2.14%
based on 203,615,917 shares outstanding as of November 24,
2008.
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12.
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Type
of Reporting Person:
OO
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Page 3 of 10 Pages
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
LAWRENCE
M. ROBBINS
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2.
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Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
United
States of America
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Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
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5.
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Sole
Voting Power
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None
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6.
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Shared
Voting Power
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4,349,247
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|||
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7.
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Sole
Dispositive Power
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None
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8.
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Shared
Dispositive Power
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4,349,247
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting
Person
4,349,247
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
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11.
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Percent
of Class Represented by Amount in Row (9)
2.14%
based on 203,615,917 shares outstanding as of November 24,
2008.
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12.
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Type
of Reporting Person:
IN
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Page 4 of 10 Pages
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Item
1(a).
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Name
of Issuer:
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Amdocs
Limited (the “Issuer”)
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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Suite
5, Tower Hill House, Le Bordage, St. Peter Port, Island of Guernsey, GY1
3QT Channel Islands
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Item
2(a).
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Name
of Person Filing
This Statement is filed on behalf of each of the
following persons (collectively, the “Reporting
Persons”):
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i) Glenview
Capital Management, LLC (“Glenview Capital
Management”);
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ii)
Lawrence M. Robbins (“Mr.
Robbins”).
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This
Statement relates to Shares (as defined herein) held for the accounts of
Glenview Capital Partners, L.P., a Delaware limited partnership (“Glenview
Capital Partners”), Glenview Capital Master Fund, Ltd., a Cayman Islands
exempted company (“Glenview Capital Master Fund”), Glenview Institutional
Partners, L.P., a Delaware limited partnership (“Glenview Institutional
Partners”), Glenview Offshore Opportunity Master Fund, Ltd., a Cayman Islands
exempted company (“Glenview Offshore Opportunity Master Fund”), Glenview Capital
Opportunity Fund, L.P., a Delaware limited partnership (“Glenview Capital
Opportunity Fund”), GCM Little Arbor Master Fund, Ltd., a Cayman Islands
exempted company (“GCM Little Arbor Master Fund”); GCM Little Arbor
Institutional Partners, L.P., a Delaware limited partnership (“GCM Little Arbor
Institutional Partners”), GCM Little Arbor Partners, L.P., a Delaware
limited partnership (“GCM Little Arbor Partners”) and GCM Opportunity Fund,
L.P., a Delaware limited partnership (“GCM Opportunity Fund”).
Glenview
Capital Management serves as investment manager to each of Glenview Capital
Partners, Glenview Capital Master Fund, Glenview Institutional Partners,
Glenview Offshore Opportunity Master Fund, Glenview Capital Opportunity Fund,
GCM Little Arbor Master Fund, GCM Little Arbor Institutional Partners, GCM
Little Arbor Partners and GCM Opportunity Fund. In such capacity,
Glenview Capital Management may be deemed to have voting and dispositive power
over the Shares held for such accounts. Mr. Robbins is the Chief
Executive Officer of Glenview Capital Management.
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Item
2(b).
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Address
of Principal Business Office or, if None,
Residence:
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The
address of the principal business office of each of Glenview Capital Management
and Mr. Robbins is 767 Fifth Avenue, 44th Floor,
New York, New York 10153.
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Item
2(c).
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Citizenship:
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i) Glenview
Capital Management is a Delaware limited liability
company;
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ii)
Mr. Robbins is a citizen of the United States of
America.
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Page 5 of 10 Pages
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Item
2(d).
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Title
of Class of Securities:
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Ordinary
Shares (the “Shares”)
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Item
2(e).
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CUSIP
Number:
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G02602103
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Item
3.
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If
This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or
(c),
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Check
Whether the Person Filing is a:
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This
Item 3 is not applicable.
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Item
4.
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Ownership:
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Item
4(a)
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Amount
Beneficially
Owned:
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As of
December 31, 2008, each of Glenview Capital Management and Mr. Robbins may be
deemed to be the beneficial owner of 4,349,247 Shares. This amount
consists of: (A) 156,690 Shares held for the account of Glenview Capital
Partners; (B) 2,396,638 Shares held for the account of Glenview Capital Master
Fund; (C) 1,189,136 Shares held for the account of Glenview Institutional
Partners; (D) 250,946 Shares held for the account of the GCM Little Arbor Master
Fund; (E) 47,362 Shares held for the account of GCM Little Arbor Institutional
Partners; (F) 138,909 Shares held for the account of Glenview Capital
Opportunity Fund; (G) 149,751 Shares held for the account of Glenview Offshore
Opportunity Master Fund; (H) 8,765 Shares held for the account of GCM Little
Arbor Partners and (I) 11,050 Shares held for the account of GCM Opportunity
Fund.
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Item
4(b)
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Percent
of Class:
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The
number of Shares of which each of Glenview Capital Management and Mr. Robbins
may be deemed to be the beneficial owner constitutes approximately 2.14% of the
total number of Shares outstanding (based upon information provided in the
Issuer’s Form 6-K, dated December 11, 2008, there were 203,615,917 shares
outstanding as of November 24, 2008).
Page 6 of 10 Pages
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Item
4(c)
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Number
of Shares of which such person has:
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Glenview Capital Management and Mr.
Robbins:
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(i)
Sole power to vote or direct the vote:
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0
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(ii)
Shared power to vote or direct the vote:
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4,349,247
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(iii)
Sole power to dispose or direct the disposition of:
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0
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(iv)
Shared power to dispose or direct the disposition of:
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4,349,247
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Item
5.
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Ownership
of Five Percent or Less of a Class:
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If
this statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
/X/.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person:
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This
Item 6 is not applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
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See
disclosure in Item 2 hereof.
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Item
8.
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Identification
and Classification of Members of the Group:
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This
Item 8 is not applicable.
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Item
9.
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Notice
of Dissolution of Group:
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This
Item 9 is not applicable.
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Item
10.
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Certification:
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By
signing below each of the Reporting Persons certifies that, to the best of their
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
Page 7 of 10 Pages
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
| Date: February 17, 2009 |
GLENVIEW
CAPITAL MANAGEMENT, LLC
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By:
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/s/ Mark J. Horowitz | |
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Mark
J. Horowitz, attorney-in-fact for
Lawrence
M. Robbins, individually and
as
Chief Operating Officer and
General
Counsel of
Glenview
Capital Management, LLC
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Page 8 of 10 Pages
EXHIBIT
INDEX
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Ex.
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Page No.
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A
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Joint
Filing Agreement, dated February 17, 2009 by Glenview Capital Management,
LLC
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9
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| B | Power of Attorney, dated February 10, 2009 by Lawrence M. Robbins | 10 |
Page 9 of 10 Pages
EXHIBIT
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13G with respect to the
Common Stock of Amdocs Limited dated as of February 17, 2009 is, and any
amendments thereto (including amendments on Schedule 13D) signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
| Date: February 17, 2009 |
GLENVIEW
CAPITAL MANAGEMENT, LLC
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By:
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/s/ Mark J. Horowitz | |
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Mark
J. Horowitz, attorney-in-fact for
Lawrence
M. Robbins, individually and
as
Chief Operating Officer and
General
Counsel of
Glenview
Capital Management, LLC
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Page 10 of 10 Pages
EXHIBIT
B
POWER OF
ATTORNEY
KNOW ALL
MEN BY THESE PRESENT, that I, Lawrence M. Robbins, hereby make, constitute and
appoint Mark J. Horowitz, acting individually, as my agent and attorney-in-fact
for the purpose of executing in my name, (a) in my personal capacity or (b) in
my capacity as Chief Executive Officer or in other capacities of Glenview
Capital Management, LLC, a Delaware limited liability company, and each of its
affiliates or entities advised or controlled by me or Glenview Capital
Management, LLC, all documents, certificates, instruments, statements, filings
and agreements ("documents") to be filed with or delivered to any foreign or
domestic governmental or regulatory body or required or requested by any other
person or entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities, futures
contracts or other investments, and any other documents relating or ancillary
thereto, including, without limitation, all documents relating to filings with
the United States Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended (the "Act"), and the rules and regulations promulgated thereunder,
including, without limitation: (1) all documents relating to the beneficial
ownership of securities required to be filed with the SEC pursuant to Section
13(d) or Section 16(a) of the Act, including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the
Act.
All past
acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified
and confirmed.
This
Power of Attorney shall remain in effect until revoked, in writing, by the
undersigned.
IN
WITNESS WHEREOF, the undersigned has executed this Power of Attorney, this 10th
day of February 2009.
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/s/ Lawrence M.
Robbins
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| Lawrence M. Robbins | ||