SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. 2)*
AMDOCS Automatic Common Exchange Security Trust
(Name of Issuer)
$1.51 Trust Automatic Common Exchange Securities
(Title of Class of Securities)
02342R202
(CUSIP Number)
Michael Katz, Esq., 2 American Lane, Greenwich, Connecticut 06836-2571, Tel:
(203) 862-8000 Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 23, 2000
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the Following Pages)
(Page 1 of 8 Pages)
<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paloma Partners L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
1,354,800
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
1,354,800
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,354,800
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.55%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paloma Strategic Fund L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
269,600
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
269,600
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
269,600
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.7%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paloma Strategic Advisors L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
269,600
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
269,600
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
269,600
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.7%
12. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
S. Donald Sussman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
1,624,400
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
1,624,400
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,624,400
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.24%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This statement is filed pursuant to Rule 13d-2(b) with respect to the
$1.51 Trust Automatic Common Exchange Securities (the "Trust Common Exchange
Stock") of the AMDOCS Automatic Common Exchange Security Trust (the "Issuer")
beneficially owned by the Reporting Persons specified herein as of March 3, 2000
and amends the Schedule 13G dated July 22, 1999 filed by the Reporting Persons,
as previously amended on February 14, 2000 (the "Schedule 13G"). Except as set
forth herein, the Schedule 13G is unmodified.
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
The Reporting Persons beneficially own an aggregate of
1,624,400 shares of Trust Common Exchange Stock.
(b) Percent of class:
Paloma's aggregate beneficial ownership of 1,354,800 shares
of Trust Common Exchange Stock constitutes 13.55% of all of
the outstanding shares of Trust Common Exchange Stock.
Each of Paloma Strategic's and Paloma Strategic Advisors'
aggregate beneficial ownership of 269,600 shares of Trust
Common Exchange Stock constitutes 2.7% of all of the
outstanding shares of Trust Common Exchange Stock.
S. Donald Sussman's aggregate beneficial ownership of
1,624,400 shares of Trust Common Exchange Stock constitutes
16.24% of all of the outstanding shares of Trust Common
Exchange Stock.
Together, the Reporting Persons have beneficial ownership of
16.24% of all of the outstanding shares of Trust Common
Exchange Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Paloma has the sole power to vote or direct the vote of
1,354,800 shares of Trust Common Exchange Stock.
Each of Paloma Strategic and Paloma Strategic Advisors
has the sole power to vote or direct the vote of 269,600
shares of Trust Common Exchange Stock.
S. Donald Sussman has the sole power to vote or direct
the vote of 1,624,400 shares of Trust Common Exchange
Stock.
(ii) Shared power to vote or to direct the vote
Not applicable.
(iii) Sole power to dispose or to direct the disposition of
Paloma has the sole power to dispose or direct the
disposition of 1,354,800 shares of Trust Common Exchange
Stock.
Each of Paloma Strategic and Paloma Strategic Advisors
has the sole power to dispose or direct the disposition
of 269,600 shares of Trust Common Exchange Stock.
S. Donald Sussman has the sole power to dispose or
direct the disposition of 1,624,400 shares of Trust
Common Exchange Stock.
(iv) Shared power to dispose or to direct the disposition of
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Paloma owns 25,000 of its shares of Trust Common Exchange Stock through
its subsidiary Paloma Securities L.L.C., a Delaware limited liability
company, and 1,329,800 of its Trust Common Exchange Stock through its
subsidiary Sunrise Partners L.L.C., a Delaware limited liability
company.
Item 10. Certification.
By signing below the undersigned certifies that, to the best of its
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>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: March 3, 2000
PALOMA PARTNERS L.L.C.
By: Paloma Partners Company L.L.C.,
Managing Member
By: /s/ Michael J. Berner
Michael J. Berner,
Vice President
PALOMA STRATEGIC FUND L.P.
By: Paloma Strategic Advisors L.L.C.,
Attorney-in-Fact
By: /s/ Michael J. Berner
Michael J. Berner
Vice President
PALOMA STRATEGIC ADVISORS L.L.C.
By: /s/ Michael J. Berner
Michael J. Berner
Vice President
/s/ Donald Sussman
S. Donald Sussman
