PROSPECTUS SUPPLEMENT NO. 5 Filed Pursuant to Rule 424(b)(3)
(To Prospectus dated September 25, 2001) Registration Statement No. 333-67572
Amdocs Limited
$500,000,000
2% Convertible Notes due June 1, 2008
and
5,429,350 Ordinary Shares Issuable
upon Conversion of the Notes
------------------------
This prospectus supplement relates to the resale by holders of our 2%
Convertible Notes due June 1, 2008 and ordinary shares issuable upon conversion
of the notes. This prospectus supplement may only be delivered or used in
connection with our prospectus dated September 25, 2001. Our ordinary shares are
traded on the New York Stock Exchange under the symbol "DOX."
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------------------
PROSPECTUS SUPPLEMENT DATED NOVEMBER 8, 2001
The information appearing in the following table supplements or supersedes
in part the information in the table under the caption "Selling Holders",
beginning on page 50 in our prospectus and was provided by or on behalf of the
selling holders.
PRINCIPAL ORDINARY
AMOUNT OF SHARES ORDINARY SHARES
NOTES BENEFICIALLY BENEFICIALLY OWNED
BENEFICIALLY OWNED ORDINARY AFTER OFFERING
OWNED AND BEFORE SHARES -------------------
NAME AND ADDRESS OFFERED OFFERING OFFERED(1) AMOUNT PERCENT
---------------- ------------ ------------ ---------- -------- --------
BTES -- Convertible Arbitrage $1,000,000 10,858 10,858 0 *
c/o Morgan Stanley
1221 Avenue of the Americas
28th Floor
New York, NY 10020
BTPO -- Growth vs Value 4,000,000 43,434 43,434 0 *
c/o Morgan Stanley
1221 Avenue of the Americas
28th Floor
New York, NY 10020
CSFB Convertible and Quantitative 5,000,000 54,293 54,293 0 *
Strategies
Ugland House
P.O. Box 309
Grand Cayman, Cayman Islands
British West Indies
Goldman Sachs and Company 500,000 5,429 5,429 0 *
295 Chipeta Way
Salt Lake City, UT 84108
---------------
* Indicates less than 1%.
(1) Assumes conversion of all the holder's notes at a conversion rate of 10.8587
ordinary shares per each $1,000 principal amount of the notes and resale of
all ordinary shares offered hereby. In addition, the per share conversion
price, and therefore the number of ordinary shares issuable upon conversion
of the notes, is subject to adjustment. As a result, the aggregate principal
amount of the notes and the number of shares of ordinary shares issuable
upon conversion of the notes may increase or decrease.