SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2001.
AMDOCS LIMITED
Suite 5, Tower Hill House Le Bordage
St. Peter Port, Island Of Guernsey, GY1 3QT Channel Islands
Amdocs, Inc.
1390 Timberlake Manor Parkway, Chesterfield, Missouri, 63017
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
FORM 20-F [X] FORM 40-F [ ]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes [ ] No [X]
AMDOCS LIMITED
[AMDOCS LIMITED LOGO]
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 23, 2002
To the Shareholders:
The annual General Meeting of Shareholders of Amdocs Limited ("Amdocs" or
the "Company") will be held at 10:00 A.M., local time, on Wednesday, January 23,
2002, at the Drake Swissotel New York, 440 Park Avenue, New York, New York
10022, for the following purposes:
1. To elect thirteen (13) directors for a one-year term until the next
annual general meeting of shareholders or until their respective
successors are elected and qualified or their positions are vacated by
resignation or otherwise.
2. To approve our Consolidated Financial Statements for the fiscal year
ended September 30, 2001.
3. To approve Ernst & Young LLP as our independent auditors for the fiscal
year ending September 30, 2002, and until the next annual general
meeting, and to authorize the board of directors to fix the
remuneration of such auditors in accordance with the extent and nature
of their services.
4. To transact such other business as may properly come before the General
Meeting.
Our board of directors has fixed the close of business on November 30, 2001
as the record date for the determination of our shareholders entitled to notice
of, and to vote on the matters proposed at, the General Meeting and any
adjournments thereof.
YOUR VOTE IS IMPORTANT
ALL HOLDERS OF AMDOCS' VOTING ORDINARY SHARES (WHETHER THEY EXPECT TO
ATTEND THE GENERAL MEETING OR NOT) ARE REQUESTED TO COMPLETE, SIGN, DATE AND
RETURN PROMPTLY THE PROXY CARD ENCLOSED WITH THIS NOTICE. IF YOU EXECUTE A
PROXY, YOU STILL MAY ATTEND THE GENERAL MEETING AND VOTE IN PERSON.
By Order of the Board of Directors
/s/ Thomas G. O'Brien
Thomas G. O'Brien
Secretary
December 21, 2001
------------------------
A proxy card and the Annual Report for the
fiscal year ended September 30, 2001 are enclosed.
AMDOCS LIMITED
PROXY STATEMENT
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, JANUARY 23, 2002
References in this Proxy Statement to "Amdocs", "we", "our", "us" and the
"Company" refer to Amdocs Limited and its consolidated subsidiaries and their
respective predecessors. References to "shareholders of Amdocs" refer to all
holders of shares of voting shares of Amdocs and all holders of exchangeable
shares of Solect Technology Group Inc.
This Proxy Statement and the accompanying proxy are being furnished to
shareholders of Amdocs Limited, a corporation organized under the laws of the
Island of Guernsey, in connection with the solicitation by its board of
directors of proxies from holders of its outstanding voting ordinary shares, par
value L0.01 per share ("Ordinary Shares"), and the holders of Amdocs Canada,
Inc. (formerly Solect Technology Group Inc.) shares that are exchangeable into
Ordinary Shares (together with the Ordinary Shares, "Voting Shares") for use at
the annual general meeting of shareholders to be held at 10:00 A.M., local time,
on Wednesday, January 23, 2002, at the Drake Swissotel New York, 440 Park
Avenue, New York, New York 10022, or at any adjournments thereof (the "General
Meeting"). This Proxy Statement and the accompanying proxy, together with a copy
of our Annual Report to shareholders, are first being mailed or delivered to our
shareholders on or about December 26, 2001.
At the General Meeting, our shareholders as of the close of business on
November 30, 2001 (the "Record Date") will be asked to take the following
actions: (i) elect thirteen (13) directors for a term of one year until the next
annual general meeting of shareholders and until their respective successors are
elected and qualified or their positions are vacated by resignation or otherwise
(Proposal I); (ii) approve our Consolidated Financial Statements for the fiscal
year ended September 30, 2001 (Proposal II); and (iii) approve Ernst & Young LLP
as our independent auditors for the fiscal year ending September 30, 2002, and
until the next annual general meeting, and authorize the board of directors to
fix the remuneration of such auditors in accordance with the extent and nature
of their services (Proposal III).
The enclosed proxy confers discretionary authority with respect to any
amendments or modifications of proposals that properly may be brought before the
General Meeting. As of the date hereof, we are not aware of any such amendments
or modifications or other matters to be presented for action at the General
Meeting. However, if any other matters properly come before the General Meeting,
the proxies solicited hereby will be exercised on such matters in accordance
with the reasonable judgment of the proxyholders.
As of the Record Date, Amdocs had outstanding 213,539,100 Voting Shares and
9,203,798 non-voting ordinary shares, par value L0.01 per share ("non-voting
Ordinary Shares"). Each Voting Share is entitled to one vote on all matters
presented at the General Meeting. Only holders of record of Voting Shares at the
close of business on the Record Date are entitled to notice of and to vote at
the General Meeting. Votes cast in person or by proxy at the General Meeting
will be tabulated by the inspector of elections appointed for the General
Meeting who will also determine whether a quorum is present for the transaction
of business. The holders of a majority of the outstanding Voting Shares entitled
to vote at the General Meeting constitute a quorum for purposes of the General
Meeting.
Approval of each of the proposals requires the affirmative vote of a
majority of the Voting Shares represented in person or by proxy at the General
Meeting.
The enclosed proxy provides that each shareholder may specify that his or
her Voting Shares be voted "for," "against" or "abstain" from voting with
respect to each of the proposals. If the enclosed proxy is properly executed,
duly returned to us in time for the General Meeting and not revoked, your Voting
Shares will be voted in accordance with the instructions contained thereon.
Where a signed proxy is returned, but no specific instructions are indicated,
your Voting Shares will be voted FOR each of the proposals.
Proxies will not be counted as voting in respect of any matter as to which
abstention is indicated, but abstentions will be counted as Voting Shares that
are present for purposes of determining whether a quorum is present. Nominees
who are members of the New York Stock Exchange, Inc. ("NYSE") and who, as
brokers, hold Voting Shares in "street name" for customers have, by NYSE rules,
the authority to vote on certain items in the absence of instructions from their
customers, the beneficial owners of the Voting Shares. Under these rules,
brokers that do not receive instructions are entitled to vote on all three
proposals to be considered at the General Meeting. Voting Shares held by such
nominees for their beneficial owners will be counted for purposes of determining
whether a quorum is present.
Any shareholder who executes and returns a proxy may revoke it in writing
before it is voted at the General Meeting by: (i) filing with our Secretary, in
care of our principal United States subsidiary, Amdocs, Inc. (at the address
that appears on the last page of this Proxy Statement), written notice of such
revocation bearing a later date than the proxy or a subsequent proxy relating to
the same Voting Shares, provided that such proxy or subsequent proxy shall be
deposited at such address at least forty-eight (48) hours before the scheduled
General Meeting or adjournment thereof, as the case may be; or (ii) attending
the General Meeting and voting in person (although attendance at the General
Meeting will not in and of itself constitute revocation of a proxy).
IMPORTANT
WHETHER OR NOT YOU ATTEND THE GENERAL MEETING, YOUR VOTE IS IMPORTANT.
ACCORDINGLY, YOU ARE ASKED TO SIGN AND RETURN THE ACCOMPANYING PROXY REGARDLESS
OF THE NUMBER OF VOTING SHARES YOU OWN. VOTING SHARES CAN BE VOTED AT THE
GENERAL MEETING ONLY IF THE HOLDER IS PRESENT OR REPRESENTED BY PROXY.
2
PROPOSAL I
ELECTION OF DIRECTORS
The entire Board of Directors of the Company is comprised of thirteen
directors. The thirteen persons listed below are the nominees for election as
directors at the General Meeting. Each director elected at the General Meeting
will serve for a one-year term until the next annual general meeting of
shareholders or until his respective successor is elected and qualified or his
position is earlier vacated by resignation or otherwise.
Voting Shares represented by proxies returned duly executed will be voted,
unless otherwise specified, in favor of the thirteen nominees for the board of
directors named below. If any (or all) of such persons should be unable to
serve, the persons named in the enclosed proxy will vote the shares covered
thereby for such substitute nominee (or nominees) as the board of directors may
select. The board of directors has no reason to believe that any such nominee
will be unable or unwilling to serve.
Set forth below are the names and ages of the nominees for director, the
principal occupations of each nominee currently and for at least the past five
years, and the year in which he became a director of Amdocs.
NAME AGE
---- ---
Bruce K. Anderson 61 Mr. Anderson has been Chief Executive Officer and Chairman
of the board of directors of Amdocs since September 1997.
Since August 1978, he has been a general partner of Welsh,
Carson, Anderson & Stowe ("WCAS"), an investment firm that
specializes in the acquisition of companies in the
information services, communications and health care
industries. Mr. Anderson served for nine years with
Automated Data Processing, Inc. ("ADP") until his
resignation as Executive Vice President and a director of
ADP, and President of ADP International, effective August
1978. Mr. Anderson also serves on the board of Alliance Data
Systems, Inc., a publicly held company, and Headstrong, Inc.
Charles E. Foster 65 Mr. Foster was appointed a director of Amdocs in December
2001. He was Chairman of the Board of Prodigy Communications
Corporation from June until November 2001. From April 1997
until June 2001, Mr. Foster served as Group President of SBC
Communications, Inc. ("SBC"), where he was responsible, at
various times, for engineering, network, centralized
services, marketing and operations, information systems,
procurement, treasury, international operations, wireless
services, merger integration, real estate, yellow pages and
cable TV operations. SBC International Inc. ("SBCI"), a
wholly-owned subsidiary of SBC, is one of our largest
shareholders. Mr. Foster is a member of the Texas Society of
Professional Engineers.
Adrian Gardner 39 Mr. Gardner has been a director of Amdocs since April 1998.
Mr. Gardner is a Managing Director of Lazard LLC, based in
London, and works with technology and
telecommunications-related companies. Prior to joining
Lazard in 1989, Mr. Gardner qualified as a chartered
accountant with Price Waterhouse (now
PricewaterhouseCoopers). Mr. Gardener is a member of the
Institute of Chartered Accountants in England & Wales and a
member of The Securities Institute in the United Kingdom.
James S. Kahan 54 Mr. Kahan has been a director of Amdocs since April 1998. He
has worked at SBC since 1983, and currently serves as its
Senior Executive Vice President-Corporate Development, a
position he has held since 1992. SBCI, a wholly-owned
subsidiary of SBC, is one of our largest shareholders. Prior
to joining SBC, Mr. Kahan held various positions at several
telecommunications companies, including Western Electric,
Bell Laboratories, South Central Bell and AT&T.
3
NAME AGE
---- ---
Nehemia Lemelbaum 58 Mr. Lemelbaum was appointed a director of Amdocs in December
2001 and is the Senior Vice President, Strategy and
Corporate Development, of Amdocs Management Limited. He
joined Amdocs in 1985, with initial responsibility for our
U.S. operations. Mr. Lemelbaum led our development of
graphic products for the yellow pages industry and directed
our development of CC&B Systems. Prior to joining Amdocs, he
served for nine years with Contahal Ltd., a leading Israeli
software company, first as a senior consultant, and later as
Managing Director. From 1967 to 1976, Mr. Lemelbaum was
employed by the Ministry of Communications of Israel (the
organization that predated Bezeq, the Israel
Telecommunication Corp. Ltd.), with responsibility for
computer technology in the area of business data processing.
John T. McLennan 56 Mr. McLennan has been a director of Amdocs since November
1999. Since May 1999, he has served as Vice-Chair and Chief
Executive Officer of AT&T Canada. Mr. McLennan founded and
was the President of Jenmark Consulting Inc. from 1997 until
May 1999. From 1994 to 1997, Mr. McLennan served as the
President and Chief Executive Officer of Bell Canada. Prior
to that, he held various positions at several
telecommunications companies, including BCE Mobile
Communications and Cantel Inc. Mr. McLennan currently serves
on the board of directors of Hummingbird Corporations and
several other private software and communication companies.
Robert A. Minicucci 49 Mr. Minicucci has been Chief Financial Officer and a
director of Amdocs since September 1997. He has been a
general partner of WCAS since 1993. From 1992 to 1993, Mr.
Minicucci served as Senior Vice President and Chief
Financial Officer of First Data Corporation, a provider of
information processing and related services for credit card
and other payment transactions. From 1991 to 1992, he served
as Senior Vice President and Treasurer of the American
Express Company. He served for twelve years with Lehman
Brothers (and its predecessors) until his resignation as a
Managing Director in 1991. Mr. Minicucci is also a director
of Alliance Data Systems, Inc., a publicly held company, and
several private companies.
Avinoam Naor 53 Mr. Naor has been a director of Amdocs since January 1999
and is Chief Executive Officer of Amdocs Management Limited,
having overall coordination responsibility for the
operations and activities of our operating subsidiaries. Mr.
Naor was a member of the team that founded Amdocs in 1982,
initially serving as a Senior Vice President. He was
appointed President and CEO of Amdocs Management Limited in
1995. In 1998 he led our initial public offering, and has
since directed our major acquisitions and secondary
offerings. He has been involved with software development
for 28 years, working on projects for the development of
application and infrastructure software for communications
systems and developing and marketing directory assistance
systems.
4
NAME AGE
---- ---
Lawrence Perlman 63 Mr. Perlman has been a director of Amdocs since April 1998.
He was Chairman of Ceridian Corporation from 1992 through
1999, and its Chief Executive Officer from 1990 through
1999. Ceridian Corporation is a provider of information
services to employers to administer various human resource
functions, as well as information services for the
transportation market. Mr. Perlman was a director and
Chairman of Seagate Technology, Inc., a global data storage
company, until November 2000. Currently he serves as
Chairman and Chief Executive Officer of XIOtech Corporation,
a data network company that is a subsidiary of Seagate, and
as Chairman of Arbitron Inc., a media information company.
He also serves as a director of Carlson Companies, Inc. and
Valspar Corporation.
Michael J. Price 44 Mr. Price has been a director of Amdocs since January 1998.
He is Vice Chairman of Evercore Partners, Inc., a leading
advisory and private equity firm. He was co-Chairman of
FirstMark Communications Europe S.A., a broadband
communications company in Europe, from 1998 to 2001. Prior
to that, he worked at Lazard Freres & Co. L.L.C., starting
in 1987, serving first as a Vice President and then as a
Managing Director, where he led its technology and
telecommunications group. Mr. Price is also a director of
SpectraSite, a leading tower management company, and
FirstMark Communications Europe S.A.
Modi Rosen 41 Mr. Rosen has been a director of Amdocs since December 2000.
He founded and has been a co-manager of Magnum
Communications Fund, a venture capital fund specializing in
the Israeli telecommunications industry, since 1999. From
1997 to 1999, he was a Vice-President of Monitor Company, an
international consulting group, where he advised European
wireless and wireline companies, including Siemens. From
1991 to 1997, he was a managing partner at Shaldor, an
Israeli consultancy firm. Mr. Rosen is also a director of
several private Israeli companies.
Mario Segal 54 Mr. Segal was appointed a director of Amdocs in December
2001 and is a Senior Vice President and the Chief Operating
Officer of Amdocs Management Limited. He joined Amdocs in
1984 as Senior Vice President and was a leading member of
the team that developed the ADS(NG)/Family of Products
directory automation systems and the Ensemble(TM) platform.
Prior to joining Amdocs, Mr. Segal was an account manager
for a major North American yellow pages publisher and prior
thereto managed the computer department of a major Israeli
insurance company, leading large-scale software development
projects and strategic planning of automation systems.
Ron Zuckerman 44 Mr. Zuckerman has been a director of Amdocs since December
2000. He founded and has been Chairman of the Board of
Precise Software Solutions, a Nasdaq-listed company and a
provider of information technology infrastructure
performance management software, since 1991. He also founded
Sapiens International, a Nasdaq-listed company and global
e-business solutions provider, where he has served as
Chairman since 1998, and EC-Gate, a solutions provider for
e-marketplaces, where he has served as Chairman since 1996.
Mr. Zuckerman is also a director of several private
companies.
BOARD COMMITTEES
Our board of directors has formed three committees set forth below. Members
of each committee are appointed by the full board of directors.
5
Executive Committee. The Executive Committee acts from time to time
instead of the full board of directors and has such responsibilities as may be
delegated to it by the board of directors. The current members of the Executive
Committee are Bruce K. Anderson (Chair), Adrian Gardner, James S. Kahan, Robert
A. Minicucci and Avinoam Naor.
Audit Committee. The Audit Committee reviews, acts on and reports to the
board of directors with respect to various auditing and accounting matters,
including the selection of our auditors, the scope of the annual audits, fees to
be paid to the auditors, the performance of our independent auditors and our
accounting practices. The current members of the Audit Committee are Lawrence
Perlman (Chair), Adrian Gardner, and John T. McLennan, all of whom are
independent directors, as required by the rules of the NYSE.
Compensation Committee. The Compensation Committee determines the salaries
and incentive compensation of the officers of Amdocs and our subsidiaries and
provides recommendations for the salaries and incentive compensation of other
employees and certain consultants. The Compensation Committee also administers
various compensation, stock and benefit plans of Amdocs. The current members of
the Compensation Committee are Bruce K. Anderson (Chair), Adrian Gardner, James
S. Kahan, Robert A. Minicucci and Avinoam Naor. None of the members of the
Committee was an employee of ours at any time during fiscal 2001, with the
exception of Mr. Naor, who does not participate in any discussions relating to
his own compensation.
BOARD AND COMMITTEE MEETINGS
During the past fiscal year, the board of directors held eight meetings and
took numerous other actions by unanimous written consent in lieu of formal
meetings. In addition, the Executive Committee held thirteen meetings, the Audit
Committee held four meetings and the Compensation Committee held one meeting in
fiscal year 2001. The board of directors does not have a standing nominating
committee.
COMPENSATION OF DIRECTORS
Our directors who are not employees or affiliates of either the Company or
any of our major shareholders have the choice of receiving as compensation
either (i) an annual cash payment of $30,000 or (ii) every three years, a grant
of options to purchase 10,000 Ordinary Shares, one-quarter of which vest
immediately and the remainder of which vest annually in three equal
installments. Any such director who serves as a chairman of a committee also
receives options to purchase 1,000 Ordinary Shares under the same terms. In
addition, we pay each such director $1,500 per meeting of the board of directors
and $500 per meeting of a committee of the board of directors. During fiscal
year 2001, stock options to purchase 71,000 Ordinary Shares were granted to
seven directors. We reimburse all of our directors for their reasonable travel
expenses incurred in connection with attending meetings of the board of
directors or committees thereof.
To recognize significant contributions to Amdocs over the years, in the
first quarter of fiscal 2002 we made one-time grants of options to four of our
non-employee directors to purchase an aggregate 40,000 Ordinary Shares.
It is proposed that the following Ordinary Resolution be adopted at the
General Meeting:
"RESOLVED, that Bruce K. Anderson, Charles E. Foster, Adrian Gardner, James
S. Kahan, Nehemia Lemelbaum, John T. McLennan, Robert A. Minicucci, Avinoam
Naor, Lawrence Perlman, Michael J. Price, Modi Rosen, Mario Segal and Ron
Zuckerman are, and each hereby is, elected to serve as a director of the
Company, until the next annual general meeting or until his respective successor
is elected and qualified or his position is earlier vacated by resignation or
otherwise."
REQUIRED AFFIRMATIVE VOTE
The affirmative vote of a majority of the Voting Shares represented in
person or by proxy at the General Meeting is necessary for the approval of the
Ordinary Resolution to elect the nominees named above.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
DIRECTOR NOMINEES NAMED ABOVE.
6
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
MAJOR SHAREHOLDERS
The following table sets forth specified information with respect to the
beneficial ownership of our Voting Shares as of November 30, 2001 of (i) any
person known by us to be the beneficial owner of more than 5% of our outstanding
Voting Shares and (ii) all directors and executive officers as a group.
SHARES
BENEFICIALLY PERCENTAGE
NAME AND ADDRESS OWNED(1) OWNERSHIP(2)
---------------- ------------ ------------
SBC International Inc.(3).................................. 30,654,138 14.4%
175 E. Houston Street
San Antonio, Texas 78205-2233
AXA Financial, Inc.(4)..................................... 15,899,634 7.4%
1290 Avenue of the Americas
New York, New York 10104
Welsh, Carson, Anderson & Stowe(5)......................... 10,585,340 5.0%
320 Park Avenue, Suite 2500
New York, New York 10022
All directors and executive officers as a group
(20 persons)(6).......................................... 52,286,292 24.5%
---------------
(1) Unless otherwise indicated, the entities and individuals identified in this
table have sole voting and investment power with respect to all Voting
Shares shown as beneficially owned by them, subject to community property
laws, where applicable.
(2) The percentages shown are based on 213,539,100 Voting Shares outstanding on
November 30, 2001.
(3) Includes 16,473,823 Voting Shares held by SBC Option Delivery LLC, a
majority-owned subsidiary of SBCI, and 10,000,000 Voting Shares held by
another shareholder, which SBCI has the sole power to vote, but not to
dispose of, pursuant to an irrevocable proxy granted to SBCI on December 19,
2000. The proxy will expire on the earlier of June 11, 2002 or the
occurrence of certain events described in the proxy. In addition to the
shares listed above, SBCI also owns 9,203,798 non-voting ordinary shares,
which, in accordance with their terms, become Voting Shares upon being
transferred by SBCI to any party that is not an affiliate of SBCI. SBCI is
the only shareholder of our non-voting ordinary shares. SBCI is a
wholly-owned subsidiary of SBC. James S. Kahan, Senior Executive Vice
President-Corporate Development of SBC, serves on our board of directors.
(4) Represents 15,478,834 Voting Shares held by Alliance Capital Management L.P.
(a majority-owned subsidiary of AXA Financial), 262,800 Voting Shares held
by AXA Investment Managers UK Ltd. (an affiliate of AXA Financial) and
158,000 Voting Shares held by The Equitable Life Assurance Society of the
United States (a wholly-owned subsidiary of AXA Financial).
(5) Includes 6,814,611 Voting Shares held by Welsh, Carson, Anderson & Stowe
VII, L.P., 1,990,966 Voting Shares held by Welsh, Carson, Anderson & Stowe
VI, L.P. and 1,779,763 Voting Shares held by WCAS Capital Partners III, L.P.
Bruce K. Anderson and Robert A. Minicucci, principals of the various WCAS
entities, serve on our board of directors and as Chairman of the Board and
Chief Executive Officer of Amdocs, and Chief Financial Officer of Amdocs,
respectively.
(6) Includes Voting Shares held by SBCI and WCAS. See footnotes 3 and 5 above.
Affiliates of SBCI and WCAS serve on the Company's board of directors and,
accordingly, such designees may be deemed to be the beneficial owners of the
Voting Shares held by such entities. Each such designee disclaims beneficial
ownership of such shares.
7
PROPOSAL II
APPROVAL OF OUR CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001
Our Annual Report for the fiscal year ended September 30, 2001 is being
mailed to our shareholders together with this Proxy Statement. Our Consolidated
Financial Statements for the fiscal year ended September 30, 2001 are included
in such report. At the General Meeting, we will review the Operating and
Financial Review and Prospects section of our Annual Report and will answer
appropriate questions related thereto.
It is proposed that the following Ordinary Resolution be adopted at the
General Meeting:
"RESOLVED, that the Consolidated Financial Statements for the Company for
the fiscal year ended September 30, 2001 be, and the same hereby are, approved."
REQUIRED AFFIRMATIVE VOTE
The affirmative vote of a majority of the Voting Shares represented in
person or by proxy at the General Meeting is necessary for the approval of the
Ordinary Resolution to approve the Consolidated Financial Statements.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
APPROVAL OF OUR CONSOLIDATED FINANCIAL STATEMENTS.
8
PROPOSAL III
APPROVAL OF INDEPENDENT AUDITORS
Upon recommendation of the Audit Committee, our board of directors has
selected and recommends to the shareholders that they (i) approve the firm of
Ernst & Young LLP to continue to serve as our independent auditors for the
fiscal year ending September 30, 2002, and until the next annual general
meeting, and (ii) authorize the board of directors to fix the remuneration of
such auditors. Ernst & Young LLP has audited Amdocs' books and accounts for the
fiscal year ended September 30, 2001 and has served as our independent auditors
since 1996. One or more representatives of Ernst & Young LLP are expected to be
present at the General Meeting, will have an opportunity to make a statement if
he or she so desires and will be available to respond to appropriate questions.
It is proposed that the following Ordinary Resolution be adopted at the
General Meeting:
"RESOLVED, that (i) the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending September 30, 2002 and until the
Company's next annual general meeting be, and it hereby is, approved, and (ii)
the board of directors be, and it hereby is, authorized to fix the remuneration
of such independent auditors in accordance with the extent and nature of their
services."
REQUIRED AFFIRMATIVE VOTE
The affirmative vote of a majority of the Voting Shares represented in
person or by proxy at the General Meeting is necessary for the approval of Ernst
& Young LLP and the authorization of the board of directors to fix their
remuneration.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL III.
9
MISCELLANEOUS
ANNUAL REPORT TO SHAREHOLDERS
Our Annual Report for the fiscal year ended September 30, 2001, including
audited financial statements, accompanies this Proxy Statement.
ANNUAL REPORT ON FORM 20-F
Once filed with the Securities and Exchange Commission ("SEC"), we can
provide without charge, at the written request of any beneficial shareholder as
of the Record Date, a copy of our Annual Report on Form 20-F, including the
financial statements, financial statement schedules and exhibits, as filed with
the SEC. Our Annual Report on Form 20-F will also be accessible to the general
public via the Internet at the SEC's web site located at http://www.sec.gov.
Requests for copies of our Annual Report on Form 20-F should be mailed to our
principal United States subsidiary at:
Amdocs, Inc.
1390 Timberlake Manor Parkway
Chesterfield, Missouri 63017
Fax: (314) 212-8358
E-mail: info@amdocs.com
Attention: Mr. Thomas G. O'Brien
Secretary and Treasurer of Amdocs Limited
EXPENSES OF SOLICITATION
The cost of solicitation of proxies will be borne by Amdocs, including
expenses in connection with preparing and mailing this Proxy Statement. In
addition to solicitation of proxies by mail, our directors, officers and
employees (who will receive no additional compensation therefor) may solicit the
return of proxies by telephone, facsimile or personal interview. In addition, we
have retained American Stock Transfer & Trust Company and W.F. Doring & Co. to
assist in the solicitation of proxies. We will also reimburse brokerage houses
and other custodians, nominees and fiduciaries for their expenses in accordance
with the regulations of the NYSE concerning the sending of proxies and proxy
materials to the beneficial owners of our Ordinary Shares.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Thomas G. O'Brien
Thomas G. O'Brien
Secretary
December 21, 2001
10
AMDOCS LIMITED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Bruce K. Anderson and Thomas G. O'Brien as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and vote, as designated below, all Ordinary Shares of Amdocs
Limited (the "Company") held of record by the undersigned on November 30, 2001,
at the annual General Meeting of shareholders to be held on January 23, 2002 or
any adjournment thereof.
(TO BE SIGNED ON REVERSE SIDE.)
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SEE REVERSE
SIDE
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[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE USING DARK
INK ONLY.
WITHHOLD
FOR AUTHORITY
1. ELECTION OF
DIRECTORS [ ] [ ]
FOR, except vote withheld from the following nominee(s):
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NOMINEES: Bruce K. Anderson
Charles E. Foster
Adrian Gardner
James S. Kahan
Nehemia Lemelbaum
John T. McLennan
Robert A. Minicucci
Avinoam Naor
Lawrence Perlman
Michael J. Price
Modi Rosen
Mario Segal
Ron Zuckerman
FOR AGAINST ABSTAIN
2. APPROVAL OF CONSOLIDATED
FINANCIAL STATEMENTS FOR [ ] [ ] [ ]
FISCAL YEAR 2001.
3. APPROVAL OF ERNST & YOUNG
LLP AND AUTHORIZATION OF [ ] [ ] [ ]
BOARD TO FIX REMUNERATION.
SIGNATURE(S)________________________________________________ DATE ______________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give your full title as such.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMDOCS LIMITED
/s/ THOMAS G. O'BRIEN
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Thomas G. O'Brien
Treasurer and Secretary
Authorized U. S. Representative
Date: December 27, 2001