UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
AMDOCS LIMITED
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(Name of Issuer)
Ordinary Shares, par value (pound)0.01
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(Title of Class of Securities)
602602
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(CUSIP Number)
Wayne A. Wirtz
SBC Communications Inc.
175 East Houston
San Antonio, TX 78205
(210) 351-3736
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 19, 1999
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(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [X].
(Page 1 of 10)
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CUSIP NO. 602602 PAGE 2 OF 10 PAGES
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1. NAME OF REPORTING PERSON SBC COMMUNICATIONS INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON 43-1301883
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER 0
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 20,654,138
OWNED BY
EACH --------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER 0
PERSON
WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 44,766,689
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 44,766,689
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.8%
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14. TYPE OF REPORTING PERSON HC
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<PAGE>
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CUSIP NO. 602602 PAGE 3 OF 10 PAGES
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1. NAME OF REPORTING PERSON SBC INTERNATIONAL INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON 43-1380735
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
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4. SOURCE OF FUNDS WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER 0
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 20,654,138
OWNED BY
EACH --------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER 0
PERSON
WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 44,766,689
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 44,766,689
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.8%
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14. TYPE OF REPORTING PERSON CO
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ITEM 1. SECURITY AND ISSUER
This statement relates to ordinary shares, par value of (pound)0.01
(the "Shares"), of Amdocs Limited, A company organized under the laws of the
Island of Guernsey (the "Company"). The Shares trade on the New York Stock
Exchange under the symbol "DOX". The principal executive office of the Company
is Tower Hill House Le Bordage GY1 3QT, St. Peter Port, Island of Guernsey,
Channel Islands.
ITEM 2. IDENTITY AND BACKGROUND
(a) and (b)
SBC Communications Inc. is a Delaware corporation ("SBC"), with its
principal office and principal place of business at 175 E. Houston, San
Antonio, Texas 78205-2233. Other than executive officers and directors,
there are no persons or corporations controlling or ultimately in control
of SBC. SBC is a communications holding company whose subsidiaries and
affiliates provide communications services, including landline and wireless
telecommunications services and equipment, directory advertising,
publishing services, and Internet access services.
SBC International Inc. is a Delaware corporation ("SBCI") and a
wholly-owned subsidiary of SBC with its principal office and principal
place of business at #2 Read's Way, Corporate Commons, Suite 117, New
Castle, Delaware 19720. SBCI provides a wide range of communications
services outside of the United States.
(c) Per Instruction C, the name, business address, and principal occupations of
each executive officer and director of SBC are set forth in Exhibit I
hereto and incorporated herein by reference.
(d) During the last five years, neither SBC nor SBCI, nor, to the best of their
knowledge, any of their directors or executive officers have been convicted
in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither SBC nor SBCI, nor, to the best of their
knowledge, any of their executive officers or directors have been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws, or finding any violation with
(Page 4 of 10)
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respect to such laws, and which judgment, decree or final order was not
subsequently vacated.
(f) SBC and SBCI are incorporated in the State of Delaware. Each executive
officer and director of SBC is a citizen of the United States except for
SBC director Carlos Slim Helu, who is a citizen of Mexico.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
SBCI, the Company, Welsh, Carson, Anderson & Stowe VII, L.P. ("WCAS")
and various other parties (WCAS and other parties collectively called the "WCAS
Investors") entered into an agreement (the "Springing Equity Agreement") dated
as of September 22, 1997 in connection with and for the consideration of closing
a Conditional Investment Agreement among SBCI, the Company and the WCAS
Investors dated as of the same date therewith. The Springing Equity Agreement
provided that if specific revenue and cash flow targets were met in fiscal 1998
and fiscal 1999 then certain call options (the "Call Options") could be
exercised by SBCI, the Company and certain affiliated trust and employee plans
without the payment of any consideration to the WACS Investors. The revenue and
cash flow targets specified in the Springing Equity Agreement were met in fiscal
1998 and 1999 and pursuant to the Springing Equity Agreement, SBCI exercised its
Call Options to acquire an additional 6,154,138 Shares with no purchase price
being paid.
ITEM 4. PURPOSE OF TRANSACTION.
SBCI exercised its Call Options pursuant to the Springing Equity
Agreement to acquire an additional 6,154,138 Shares for investment purposes. At
the present time neither SBC nor SBCI have plans or proposals that relate to, or
would result in, any of the transactions described in paragraphs (a)-(j) of Item
4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) SBCI directly beneficially owns 44,766,689 Shares representing 21.8% of the
outstanding ordinary Shares class. SBC possesses ultimate beneficial
ownership of the Shares by virtue of its sole ownership of SBCI.
(b) Of the 44,766,689 Shares beneficially owned by SBCI, 20,654,138 Shares have
voting rights and 24,112,551 Shares are non-voting shares. SBCI is the only
holder of the non-voting Shares of Amdocs Limited. Each non-
(Page 5 of 10)
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voting Share will convert into one Share with voting rights upon its sale
by SBCI.
As of January 5, 2000, the capital structure of Amdocs Limited is made up
of 205,250,738 Shares (according to Form 6-K/A filed by Amdocs Limited on
January 5, 2000).
SBCI beneficial ownership interest:
Percent of class: 21.8%
Sole power to vote or to direct the vote:
0 Shares
Shared power to vote or to direct the vote:
20,654,138 Shares
Sole power to dispose or to direct the disposition
of: 0 Shares
Shared power to dispose or direct the disposition
of: 44,766,689 Shares
SBC has ultimate power to vote, or dispose of the Shares held by SBCI by
virtue of its sole ownership of SBCI.
(c) None.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Pursuant to SBC's 1996 Stock and Incentive Plan (the "Plan"), a grant
of 3,571,287 units convertible on a one-for-one basis into Company shares was
made in June 1998 to officers of SBC including Mr. James Kahan, a director of
the Company. These units vest over three years and are subject to forfeiture
prior to vesting. The Plan is filed as Exhibit 10-r to SBC's 1999 Form 10-K and
is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Directors and Executive Officers of SBC Communications Inc. and SBCI.
Exhibit I hereto.
(Page 6 of 10)
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Springing Equity Agreement dated as of September 22, 1997. Incorporated
by reference to Exhibit 4.7 of the Company's Form F-1 filed on June 19, 1998.
Joint Filing Agreement. Exhibit II hereto.
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.
SBC COMMUNICATIONS INC.
Dated: February 22, 2000 By: /s/ James S. Kahan
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James S. Kahan
Senior Executive Vice President
Corporate Development
and on behalf of:
SBC INTERNATIONAL INC.
EXHIBIT I
DIRECTORS AND EXECUTIVE OFFICERS OF
SBC COMMUNICATIONS INC. AS OF OCTOBER 6, 1999
The name, present principal occupation or employment, and the name of
any corporation or other organization in which such employment is conducted, of
each director, advisory director and executive officer of SBC Communications
Inc. ("SBC"), is set forth below. Unless otherwise indicated, each occupation
set forth opposite an executive officer's name refers to employment with SBC.
Name Present Principal Occupation or Employment
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Directors
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Edward E. Whitacre, Jr. Chairman of the Board and Chief Executive Officer
Royce S. Caldwell President - SBC Operations
Clarence C. Barksdale Vice Chairman, Board of Trustees, Washington University
James E. Barnes Chairman of the Board, President and Chief
Executive Officer, MAPCO Inc., Retired
August A. Busch, III Chairman of the Board and President,
Anheuser-Busch Companies, Inc.
Ruben R. Cardenas Partner, Cardenas, Whitis & Stephen, L.L.P.
William P. Clark Chief Executive Officer, Clark Company
Martin K. Eby, Jr. Chairman of the Board and Chief Executive
Officer, The Eby Corporation
Herman E. Gallegos Independent Management Consultant
Jess T. Hay Chairman, HCB Enterprises Inc., Chairman of
the Texas Foundation for Higher Education
Bobby R. Inman United States Navy, Retired
Charles F. Knight Chairman and Chief Executive Officer, Emerson Electric
Co.
Mary S. Metz President, S.H. Cowell Foundation
Toni Rembe Partner, Pillsbury Madison & Sutro LLP
S. Donley Ritchey Managing Partner, Alpine Partners
Joyce M. Roche Independent Consultant
Richard M. Rosenberg Chairman and Chief Executive Officer
(Retired), BankAmerica Corporation
Carlos Slim Helu Chairman of the Board, Telefonos de Mexico, S.A. de
C.V.
Patricia P. Upton President and Chief Executive Officer, Aromatique, Inc.
Advisory Director
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Gilbert F. Amelio President and Founder, AmTech, LLC
Executive Officers
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Edward E. Whitacre, Jr. Chairman of the Board, President and Chief Executive
Officer
Royce S. Caldwell President - SBC Operations
Cassandra C. Carr Senior Executive Vice President - External Affairs
J. Cliff Eason President - SBC International
James D. Ellis Senior Executive Vice President and General Counsel
Charles E. Foster Group President - SBC
(Page 8 of 10)
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Karen Jennings Senior Vice President - Human Resources
James S. Kahan Senior Vice President - Corporate Development
Donald E. Kiernan Senior Vice President, Treasurer and Chief Financial
Officer
Stanley T. Sigman President and Chief Executive Officer - SBC Wireless
Inc.
(Page 9 of 10)
EXHIBIT II
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing of SBC
Communications Inc. and SBC International Inc. on behalf of each of them of a
statement on Schedule 13D (including amendments thereto) with respect to shares
of common stock of Amdocs Limited, par value (pound)0.01 per share, and that
this Agreement be included as an Exhibit to such joint filing. This Agreement
may be executed in any number of counterparts all of which taken together shall
constitute one and the same instrument.
SBC COMMUNICATIONS INC.
Dated: February 22, 2000 By: /s/ James S. Kahan
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James S. Kahan
Senior Executive Vice President
Corporate Development
and on behalf of:
SBC INTERNATIONAL INC.
