SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2002.
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 LOGO]
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JANUARY 23, 2003
To the Shareholders:
The annual General Meeting of Shareholders of Amdocs Limited will be held
at 10:00 A.M., local time, on Thursday, January 23, 2003, at the Drake Swissotel
New York, 440 Park Avenue, New York, New York 10022, for the following purposes:
1. To elect eleven (11) directors to serve until the next annual
general meeting of shareholders or until their earlier resignation
or removal or successors are elected and qualified.
2. To approve our Consolidated Financial Statements for the fiscal year
ended September 30, 2002.
3. To ratify and approve the appointment of Ernst & Young LLP as our
independent auditors for the fiscal year ending September 30, 2003,
and until the next annual general meeting, and to authorize the
Audit Committee of the Board of Directors to fix the remuneration of
such independent 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.
The Board of Directors has fixed the close of business on November 29, 2002
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 SHAREHOLDERS OF AMDOCS (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 17, 2002
---------------------
A proxy card and the Annual Report for the
fiscal year ended September 30, 2002 are enclosed.
AMDOCS LIMITED
PROXY STATEMENT
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JANUARY 23, 2003
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 voting shares of Amdocs and all holders of exchangeable shares of
Amdocs Canada, 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 shares of its
Canadian subsidiary, Amdocs Canada, Inc., 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
Thursday, January 23, 2003, 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 17, 2002.
At the General Meeting, the holders of our Voting Shares as of the close of
business on November 29, 2002 (the "Record Date") will be asked to take the
following actions (each, an "Ordinary Resolution"):
- Elect eleven (11) directors to serve until the next annual general
meeting of shareholders or until their earlier resignation or removal or
successors are elected and qualified (Proposal I);
- Approve our Consolidated Financial Statements for the fiscal year ended
September 30, 2002 (Proposal II); and
- Ratify and approve the appointment of Ernst & Young LLP as our
independent auditors for the fiscal year ending September 30, 2003, and
until the next annual general meeting, and authorize the Audit Committee
of the Board of Directors to fix the remuneration of such independent
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 223,377,148 Voting 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 shall 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, her
or its 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 at the
General Meeting. 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.
If such nominees or brokers indicate that they do not have authority to vote
shares as to a particular matter ("Broker Non-Votes"), we will not count those
votes in favor of such matter. Broker Non-Votes will be counted as Voting Shares
that are present 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:
- 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
- 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. Currently, twelve individuals are serving as directors, and we have
one vacancy on our Board. Of the twelve current directors, Mr. Lawrence Perlman
has indicated that he will be retiring from the Board of Directors at the
expiration of his current term and that he will not seek reelection to the Board
at the General Meeting. As set forth below, the Board of Directors has nominated
eleven individuals as nominees for election as directors at the General Meeting,
all of whom are incumbent directors. As permitted by our Articles of
Association, the remaining two vacancies may be filled by the Board following
the General Meeting. Each director elected at the General Meeting, and any new
director appointed by the Board to fill a vacancy, will serve until the next
annual general meeting of shareholders or until his earlier resignation or
removal or a successor is elected and qualified.
Voting Shares represented by proxies returned duly executed will be voted,
unless otherwise specified, in favor of the eleven 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 62 Mr. Anderson has been Chairman of the Board of Directors of
Amdocs since September 1997 and currently holds the title of
President. Since August 1978, Mr. Anderson 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
healthcare 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 as President of ADP International, effective August
1978. Mr. Anderson also serves on the boards of Alliance
Data Systems, Inc., a publicly held company, and Headstrong,
Inc.
Avinoam Naor 54 Mr. Naor has been a director of Amdocs since January 1999
and currently holds the title of Vice Chairman of the Board
of Directors. 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 Chief Executive
Officer of Amdocs Management Limited in 1995 and he held
that position until July 2002. In 1998, he led our initial
public offering, and has since directed our major
acquisitions and secondary offerings. Mr. Naor has been
involved with software development for 29 years.
Dov Baharav 52 Mr. Baharav has been a director of Amdocs Limited and the
President and Chief Executive Officer of Amdocs Management
Limited since July 2002. Mr. Baharav has overall
coordination responsibilities for the operations and
activities of our operating subsidiaries. In 1991, Mr.
Baharav joined Amdocs Inc., our principal U.S. subsidiary,
serving as its Vice President and then President in St.
Louis, Missouri until 1995. From 1995 until July 2002, Mr.
Baharav was a Senior Vice President and the Chief Financial
Officer of Amdocs Management Limited. Prior to joining
Amdocs, Mr. Baharav served as Chief Operating Officer of
Optrotech Ltd., a publicly held company that develops,
manufactures and markets electro-optical devices.
3
NAME AGE
---- ---
Charles E. Foster 66 Mr. Foster has been a director of Amdocs since 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. SBC, together with its affiliates, is a
significant customer of ours. Mr. Foster is a member of the
Texas Society of Professional Engineers.
Adrian Gardner 40 Mr. Gardner has been a director of Amdocs since April 1998
and a director of Amdocs Management Limited since June 2001.
Mr. Gardner is the Chief Financial Officer and a director of
Strakan Group, Ltd., a specialty pharmaceuticals company
based in the United Kingdom, which he joined in April 2002.
Prior to joining Strakan, he was a Managing Director of
Lazard LLC, based in London, where he worked 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. Gardner is a member of the
Institute of Chartered Accountants in England & Wales.
Eli Gelman 44 Mr. Gelman has been a director of Amdocs since July 2002 and
is an Executive Vice President of Amdocs Management Limited,
where he has responsibility for sales, strategic alliances
and corporate and business development. He has more than 26
years of experience in the software industry, including more
than 15 years with Amdocs. Prior to his current position, he
was a Division President, where he headed our United States
sales and marketing operations and helped spearhead our
entry into the Customer Care and Billing Systems ("CC&B
Systems") market. Before that, Mr. Gelman was an account
manager for our major European and North American
installations, and led several major software development
projects. Before joining Amdocs, Mr. Gelman was involved in
the development of real-time software systems for
communications networks.
James S. Kahan 55 Mr. Kahan has been a director of Amdocs since April 1998. He
has worked at SBC since 1983, and currently serves as a
Senior Executive Vice President, a position he has held
since 1992. Prior to joining SBC, Mr. Kahan held various
positions at several telecommunications companies, including
Western Electric, Bell Laboratories, South Central Bell and
AT&T.
Nehemia Lemelbaum 59 Mr. Lemelbaum has been a director of Amdocs since December
2001 and is a Senior Vice President 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 later led our development of CC&B Systems, as
well as our penetration into the CC&B Systems market. 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.
4
NAME AGE
---- ---
John T. McLennan 57 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 is also a
director of Hummingbird Ltd., a publicly held company, and
of several other private software and communication
companies.
Robert A. Minicucci 50 Mr. Minicucci has been a director of Amdocs since September
1997 and currently holds the title of Vice President. 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.
Mario Segal 55 Mr. Segal has been a director of Amdocs since December 2001
and served as a Senior Vice President and the Chief
Operating Officer of Amdocs Management Limited until July
2002. He joined Amdocs in 1984 as Senior Vice President and
was a leading member of the team that developed the
ADS(TM)(NG)/Family of Products directory automation systems
and the Ensemble platform. Prior to joining Amdocs, Mr.
Segal was an account manager for a major North American
yellow pages publisher. Prior to that, he managed the
computer department of a major Israeli insurance company,
leading large-scale software development projects and
strategic planning of automation systems.
BOARD COMMITTEES
Our Board of Directors has formed three committees set forth below. Members
of each committee are appointed by the Board of Directors.
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), Avinoam Naor, Dov Baharav, James S.
Kahan and Robert A. Minicucci.
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. Mr. Perlman has
decided that he will not stand for reelection as a director at the General
Meeting, and the Board of Directors has not yet selected his replacement on the
Audit Committee.
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), Avinoam Naor, Dov
Baharav, James S. Kahan
5
and Robert A. Minicucci. None of the members of the Committee was an employee of
Amdocs or its subsidiaries at any time during fiscal 2002, except for Messrs.
Baharav and Naor. Neither Mr. Baharav nor Mr. Naor participates in any
discussions relating to his own compensation.
BOARD AND COMMITTEE MEETINGS
During the past fiscal year, the Board of Directors held six meetings and
took numerous other actions by unanimous written consent in lieu of formal
meetings. In addition, the Executive Committee held eight meetings, the Audit
Committee held four meetings and the Compensation Committee held one meeting in
the 2002 fiscal year. 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. We reimburse all
of our directors for their reasonable travel expenses incurred in connection
with attending Board or committee meetings. During the 2002 fiscal year, we
granted to two directors options to purchase an aggregate of 21,000 Ordinary
Shares. In addition, to recognize significant contributions to Amdocs over the
years, we granted to five non-employee directors options to purchase an
aggregate of 275,000 Ordinary Shares.
It is proposed that the following Ordinary Resolution be adopted at the
General Meeting:
"RESOLVED, that Bruce K. Anderson, Avinoam Naor, Dov Baharav, Charles E.
Foster, Adrian Gardner, Eli Gelman, James S. Kahan, Nehemia Lemelbaum, John T.
McLennan, Robert A. Minicucci and Mario Segal be, and each hereby is, elected to
serve as a director of the Company until the next annual general meeting of
shareholders or until his earlier resignation or removal or until his respective
successor is elected and qualified."
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
The following table sets forth specified information with respect to the
beneficial ownership of our Voting Shares as of November 29, 2002 of (i) any
person known by us to be the beneficial owner of more than 5% of our outstanding
Voting Shares and (ii) all of our directors and executive officers as a group.
All percentages are based on 223,377,148 Voting Shares outstanding as of
November 29, 2002. Except as noted below, each holder has sole voting and
investment power with respect to all shares listed as owned by that holder.
SHARES BENEFICIALLY PERCENTAGE
NAME OWNED OWNERSHIP
---- ------------------- ----------
Southeastern Asset Management, Inc.(1).................... 42,128,400 18.9%
SBC Communications, Inc.(2)............................... 20,303,426 9.1%
Welsh, Carson, Anderson & Stowe(3)........................ 19,493,107 8.7%
Capital Guardian Trust Co.(4)............................. 11,418,920 5.1%
All directors and executive officers as a group (15
persons)(5)............................................. 52,777,198 23.6%
---------------
(1) The address of Southeastern Asset Management, Inc. ("Southeastern") is 6410
Poplar Avenue, Suite 900, Memphis, Tennessee 38119. Based on a Form 13F
filed by Southeastern with the SEC on November 12, 2002, Southeastern
beneficially owns an aggregate of 42,128,400 Voting Shares. In the Form 13F,
Southeastern indicates that it has sole voting power over 27,860,400 Voting
Shares, and sole investment power over 35,118,400 Voting Shares. The Form
13F indicates that Southeastern shares the investment and voting power over
7,010,000 Voting Shares with Longleaf Partners Funds Trust.
(2) The address of SBC Communications, Inc. ("SBC") is 175 East Houston, San
Antonio, Texas 78205. Based on information provided by SBC, as of November
20, 2002, SBC beneficially owns an aggregate of 20,303,426 Voting Shares,
which includes 7,557,603 Voting Shares held by SBC International, Inc.
("SBCI"), a wholly-owned subsidiary of SBC, as well as 12,745,823 Voting
Shares held by SBC Option Delivery LLC, a majority-owned subsidiary of SBCI.
James S. Kahan, Senior Executive Vice President of SBC, serves on our Board
of Directors.
(3) The address of Welsh, Carson, Anderson & Stowe ("WCAS") is 320 Park Avenue,
Suite 2500, New York, New York 10022. Based on a Schedule 13D filed by WCAS
with the SEC on August 8, 2002, WCAS beneficially owns an aggregate of
19,493,107 Voting Shares, which includes 10,907,767 Voting Shares held by
Welsh, Carson, Anderson & Stowe IX, L.P., 5,527,054 Voting Shares held by
Welsh, Carson, Anderson & Stowe VII, L.P., 1,614,792 Voting Shares held by
Welsh, Carson, Anderson & Stowe VI, L.P. and 1,443,494 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
Mr. Anderson is Chairman of our Board.
(4) The address of Capital Guardian Trust Co. ("Capital Guardian") is 11100
Santa Monica Boulevard, Los Angeles, California 90025. Based on a Form 13F
filed by Capital Guardian with the SEC on November 14, 2002, Capital
Guardian beneficially owns an aggregate of 11,418,920 Voting Shares.
According to Capital Guardian's Form 13F, it has sole voting power over
8,747,120 Voting Shares, and no voting power over 2,671,800 Voting Shares.
The Form 13F indicates that Capital Guardian shares investment discretion
over 11,418,920 Voting Shares with The Capital Group Companies, Inc., and
Capital Group International, Inc.
(5) Includes Voting Shares held by SBC and WCAS. See footnotes 2 and 3 above.
Affiliates of SBC 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. Also includes options granted to such directors
and executive officers of the Company which are exercisable within 60 days
of November 29, 2002.
7
PROPOSAL II
APPROVAL OF OUR CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2002
Our Annual Report for the fiscal year ended September 30, 2002 is being
mailed to our shareholders together with this Proxy Statement. Our Consolidated
Financial Statements for the fiscal year ended September 30, 2002 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 of the Company for
the fiscal year ended September 30, 2002 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
RATIFICATION AND APPROVAL OF INDEPENDENT AUDITORS
The Audit Committee of the Board of Directors has selected the firm of
Ernst & Young LLP to continue to serve as our independent auditors for the
fiscal year ending September 30, 2003 and until the next annual general meeting,
and the Audit Committee recommends to the shareholders that they (i) ratify and
approve such selection, and (ii) authorize the Audit Committee of the Board of
Directors to fix the remuneration of such auditors. Ernst & Young LLP audited
Amdocs' books and accounts for the fiscal year ended September 30, 2002 and has
served as our independent auditor 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, 2003 and until the
Company's next annual general meeting be, and it hereby is, ratified and
approved, and (ii) the Audit Committee of 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 the
Ordinary Resolution to ratify and approve the appointment of Ernst & Young LLP
and the authorization of the Audit Committee of the Board of Directors to fix
their remuneration.
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AND THE BOARD OF DIRECTORS
RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR" THE RATIFICATION AND APPROVAL OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS AND THE
AUTHORIZATION OF THE AUDIT COMMITTEE TO FIX THE REMUNERATION OF ERNST & YOUNG
LLP.
9
MISCELLANEOUS
OTHER MATTERS
Management of the Company knows of no other business to be transacted at
the General Meeting; but, if any other matters are properly presented to the
General Meeting, the persons named in the enclosed form of proxy will vote upon
such matters in accordance with their best judgment.
ANNUAL REPORT TO SHAREHOLDERS
Our Annual Report for the fiscal year ended September 30, 2002, including
audited financial statements, accompanies this Proxy Statement.
ANNUAL REPORT ON FORM 20-F
Once filed with the Securities and Exchange Commission ("SEC"), we will
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 17, 2002
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 on the reverse side, all Ordinary
Voting Shares of Amdocs Limited (the "Company") held of record by the
undersigned on November 29, 2002, at the annual General Meeting of shareholders
to be held on January 23, 2003 or any adjournment thereof.
(TO BE SIGNED ON REVERSE SIDE.)
--------------------
SEE REVERSE
SIDE
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Please date, sign and mail your proxy
card back as soon as possible!
ANNUAL GENERAL MEETING OF SHAREHOLDERS
AMDOCS LIMITED
JANUARY 23, 2003
Please Detach and Mail in the Envelope Provided
--------------------------------------------------------------------------------
A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
WITHHOLD NOMINEES: Bruce K. Anderson
FOR AUTHORITY Avinoam Naor
1. ELECTION Dov Baharav
OF [ ] [ ] Charles E. Foster
DIRECTORS Adrian Gardner
Eli Gelman
James S. Kahan
Nehemia Lemelbaum
John T. McLennan
Robert A. Minicucci
Mario Segal
FOR, except vote withheld from the following nominee(s):
----------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. APPROVAL OF CONSOLIDATED
FINANCIAL STATEMENTS FOR [ ] [ ] [ ]
FISCAL YEAR 2002.
3. RATIFICATION AND APPROVAL OF FOR AGAINST ABSTAIN
ERNST & YOUNG LLP AND AUTHORIZATION
OF AUDIT COMMITTEE OF BOARD TO FIX [ ] [ ] [ ]
REMUNERATION.
SHAREHOLDER SIGN HERE:
-------------------------
CO-OWNER SIGN HERE: DATED:
---------------------------- --------------
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
-------------------------------
Thomas G. O'Brien
Treasurer and Secretary
Authorized U. S. Representative
Date: December 26, 2002