schedule13d-amend14.htm



SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
SCHEDULE 13D
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
(Amendment No. 14)
AMDOCS LIMITED
(Name of Issuer)
Ordinary Shares, par value £0.01
(Title of Class of Securities)
G02602 10 3
(CUSIP Number)
Wayne Wirtz, Esq.
AT&T Inc.
208 S. Akard St., Room 3024
Dallas, TX 75202
(214) 757-3344
(Name and Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 21, 2009
(Date of Event Which Requires Filing of This Statement)
 
 
 
 
 
 
 
 
If the 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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  [   ].
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)
Page 1 of 10

 
 
 

 
 
CUSIP NO. G02602 10 3
13D
Page 2 of 10 Pages
 
1
NAME OF REPORTING PERSON
AT&T Inc.
 
(formerly known as SBC Communications Inc.)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [  ]
(b) [  ]
3
SEC USE ONLY
4
SOURCE OF FUNDS (see instructions)
  
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
6,200,000
8
SHARED VOTING POWER
37,767,152
9
SOLE DISPOSITIVE POWER
6,200,000
10
SHARED DISPOSITIVE POWER
37,767,152
11
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
9,967,152
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
4.8%
14
TYPE OF REPORTING PERSON (see instructions)
HC
                   
 
 

 
 
 

 
 
CUSIP NO. G02602 10 3
13D
Page 3 of 10 Pages
 
1
NAME OF REPORTING PERSON
AT&T International, Inc.
 
(formerly known as SBC International, Inc.)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) [  ]
(b) [  ]
3
SEC USE ONLY
4
SOURCE OF FUNDS
  
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
3,267,152
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
3,267,152
11
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,267,152
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14
TYPE OF REPORTING PERSON (see instructions)
CO
                   
 

 
 
 

 
 
CUSIP NO. G02602 10 3
13D
Page 4 of 10 Pages
 
1
NAME OF REPORTING PERSON
AT&T Option Delivery, LLC.
 
(formerly known as SBC Option Delivery L.L.C.)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) [  ]
(b) [  ]
3
SEC USE ONLY
4
SOURCE OF FUNDS
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 [   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
500,000
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
500,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
500,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 [   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.2%
14
TYPE OF REPORTING PERSON (see instructions)
OO
                   
 

 
 
 

 
Page 5 of 10
 
AMENDMENT NO. 14 TO SCHEDULE 13D
RELATING TO ORDINARY SHARES
OF AMDOCS LIMITED
 
 
This statement on Schedule 13D filed on February 22, 2000 (the "Original 13D"), as amended by Amendment No. 1 filed on February 22, 2001, Amendment No. 2 filed on February 27, 2001, Amendment No. 3 filed on June 21, 2001, Amendment No. 4 filed on December 7, 2001, Amendment No. 5 filed on December 7, 2001, Amendment No. 6 filed on January 31, 2002, Amendment No. 7 filed on September 9, 2002, Amendment No. 8 filed on November 14, 2002, Amendment No. 9 filed on June 17, 2004, Amendment No. 10 filed on September 27, 2004, Amendment No. 11 filed on December 28, 2004, Amendment No. 12 filed on November 3, 2005, by AT&T Inc. (formerly known as SBC Communications Inc.) ("AT&T"), and Amendment No. 13 filed on March 21, 2007, is hereby further amended to report a change in ownership of shares of Amdocs Limited (the "Company").

 
Item 1.
Security and Issuer.
 
This statement relates to the Ordinary Shares, par value £0.01 (the "Shares"), of Amdocs Limited, a company organized under the laws of the Island of Guernsey. The Shares trade on the New York Stock Exchange under the symbol "DOX". The principal executive office of the Company is Suite 5, Tower Hill House Le Bordage, St. Peter Port, Island of Guernsey, XO GY1 3QT.

Item 2.
Identity and Background.
 
(c)
The name, and principal occupations of each executive officer and director of AT&T, AT&T International, Inc. (“ATTI”), and AT&T Hedging Management, LLC (formerly known as SBC Hedging Management L.L.C.) (as manager of AT&T Option Delivery, LLC (“ATTOD”)) are set forth in Exhibit 1 hereto, and incorporated herein by reference. The principal business address for the named individuals on Exhibit 1 is 208 S. Akard St., Room 3241, Dallas, Texas, 75202, USA.
 
(f)
Each of the directors and executive officers listed in Exhibit 1 herein are citizens of the United States, except Jaime Chico Pardo (Director, AT&T Inc.), who is a citizen of Mexico.

Item 3.  Source and Amount of Funds or Other Consideration.

 Not applicable.
 
 
 
 
 
 

 
 
 

 
Page 6 of 10


Item 4.
Purpose of Transaction.
 
Since the filing of Amendment No. 13 on March 21, 2007, ATTI has disposed of 408,360 Shares through charitable contributions and employee bonuses.
 

 
 
Item 5.
Interest in Securities of the Issuer.
 
(a)
ATTI, a wholly-owned subsidiary of AT&T, beneficially owns 3,267,152 Shares representing 1.6% of the outstanding ordinary Shares class. ATTOD, a wholly-owned subsidiary of ATTI, beneficially owns 500,000 Shares representing 0.2% of the outstanding ordinary Shares class. As of June 30, 2009, the capital structure of the Company consists of 203,966,000 Shares (according to Form 6-K filed by the Company on August 10, 2009). AT&T possesses ultimate beneficial ownership of the reported Shares by virtue of its ownership of ATTI and ATTOD.

(b)
AT&T beneficial ownership interest:
 
Percent of class
4.8%
 
Sole power to vote or to direct the vote
6,200,000 Shares
 
Shared power to vote or to direct the vote
3,767,152 Shares
 
Sole power to dispose or to direct the disposition of
6,200,000 Shares
 
Shared power to dispose or direct the disposition of
3,767,152 Shares

 
ATTI beneficial ownership interest1:
 
Percent of class
1.6%
 
Sole power to vote or to direct the vote
0 Shares
 
Shared power to vote or to direct the vote
3,267,152 Shares
 
Sole power to dispose or to direct the disposition of
0 Shares
 
Shared power to dispose or direct the disposition of
3,267,152 Shares

 
ATTOD beneficial ownership interest2:
 
Percent of class
0.2%
 
Sole power to vote or to direct the vote
0 Shares
 
Shared power to vote or to direct the vote
500,000 Shares
 
Sole power to dispose or to direct the disposition of
0 Shares
 
Shared power to dispose or direct the disposition of
500,000 Shares

 
1
AT&T has ultimate control over these Shares by virtue of its ownership of ATTI.
 
2
Each of AT&T and ATTI has ultimate control over these Shares by virtue of their ownership of ATTOD.
 
 
(c)
During the last sixty days, ATTI disposed of Shares as follows: See Item 4 herein.
 
 
 
 
 
 
 
 Page 7 of 10


(e)
On August 21, 2009, the reporting persons ceased to be the beneficial owners of more than 5% of the outstanding ordinary Shares of the Issuer.

Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. 

 
Not applicable.

Item 7.              Material to be Filed as Exhibits.
 
Exhibit No.
Description
 
 
1
Directors and Executive Officers of AT&T Inc., AT&T International, Inc. and AT&T Hedging Management, LLC (as manager of AT&T Option Delivery, LLC)
 
 
 
     
 

 
 
 


Page 8 of 10
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the statement is true, complete and correct.
 
 
   
AT&T Inc.
 
 
 
Dated:
 
 
 
August 21, 2009
 
 
 
By:
 /s/ Rayford Wilkins, Jr.
     
Rayford Wilkins, Jr.
     
Chief Executive Officer – AT&T Diversified Businesses
       
 
 
 
   
AT&T International, Inc.
 
 
 
Dated:
 
 
 
August 21, 2009
 
 
 
By:
 /s/ Rayford Wilkins, Jr.
     
Rayford Wilkins, Jr.
     
President and Chairman of the Board
       
 
 
 
   
AT&T Option Delivery, LLC
By AT&T Hedging Management, LLC,
Manager of AT&T Option Delivery, LLC
 
 
 
Dated:
 
 
 
August 26, 2009
 
 
 
By:
 /s/ Charles P. Allen
     
Charles P. Allen
     
Director, AT&T Hedging Management, LLC
       


 
 
 

Page 9 of 10
 
Exhibit 1
 
DIRECTORS AND EXECUTIVE OFFICERS
OF AT&T INC.
(as of August 21, 2009)
 
Name
Present Principal Occupation or Employment
Directors
  
William F. Aldinger III
Retired President and Chief Executive Officer, Capmark Financial Group, Inc.
Gilbert F. Amelio
Senior Partner, Sienna Ventures
Reuben V. Anderson
Senior Partner, Phelps Dunbar, LLP
James H. Blanchard
Retired Chairman of the Board, Synovus Financial Corp.
August A. Busch III
Retired Chairman of the Board, Anheuser-Busch Companies, Inc.
Jaime Chico Pardo
Chairman of the Board, Telefonos de Mexico
James P. Kelly
Retired Chairman of the Board and Chief Executive Officer, United Parcel Service, Inc.
Jon C. Madonna
Retired Chairman and Chief Executive Officer, KPMG
Lynn M. Martin
President, The Martin Hall Group, LLC
John B. McCoy
Retired Chairman and Chief Executive Officer, Bank One Corporation
Mary S. Metz
Chair of the Board of Trustees, American Conservatory Theater
Joyce M. Roche
President and Chief Executive Officer, Girls Incorporated
Laura D’Andrea Tyson
Professor of Global Management, Walter A. Haas School of Business, University of California at Berkeley
Patricia P. Upton
President and Chief Executive Officer, Aromatique, Inc.
   
Executive Officers
  
Randall L. Stephenson
Chairman of the Board, Chief Executive Officer, and President
William A. Blase, Jr.
Senior Executive Vice President – Human Resources
James W. Callaway
Senior Executive Vice President – Executive Operations
James W. Cicconi
Senior Executive Vice President – External and Legislative Affairs
Catherine M. Coughlin
Senior Executive Vice President and Global Marketing Officer
Rafael de la Vega
President and Chief Executive Officer – AT&T Mobility and Consumer Markets
Richard G. Lindner
Senior Executive Vice President and Chief Financial Officer
Forrest E. Miller
Group President – Corporate Strategy and Development
Ronald E. Spears
President and Chief Executive Officer, AT&T Business Solutions
John T. Stankey
President and Chief Executive Officer  – AT&T Operations, Inc.
 
Senior Executive Vice President – Corporate Development
Wayne Watts
Senior Executive Vice President and General Counsel
Rayford Wilkins, Jr.
Chief Executive Officer – AT&T Diversified Businesses
 

 
 
 

Page 10 of 10
 

 
DIRECTORS AND EXECUTIVE OFFICERS
OF AT&T INTERNATIONAL, INC.
(as of August 21, 2009)
 
Name
Present Principal Occupation or Employment
   
Rayford Wilkins, Jr.
Chairman of the Board and President (also Chief Executive Officer – AT&T Diversified Businesses)
William R. Drexel
Director and Senior Vice President, General Counsel and Secretary (also Senior Vice President and Assistant General Counsel – Corporate, AT&T)
Rick L. Moore
Director and Senior Vice President – Corporate Development (also Senior Vice President – Corporate Development, AT&T)
Michael Bowling
President – Mexico
Jonathan P. Klug
Vice President and Treasurer (also Senior Vice President and Treasurer, AT&T)
Richard McCormick
Vice President – Operations (also Regional Vice President – Wireless India, AT&T)
Lawrence J. Ruzicka
Vice President – Taxes
John J. Stephens
Vice President – Finance (also Senior Vice President and Controller, AT&T)
 
 
DIRECTORS AND EXECUTIVE OFFICERS
OF AT&T HEDGING MANAGEMENT, LLC
(as of August 21, 2009)
 
 
Name
Present Principal Occupation or Employment
   
Directors
  
Charles P. Allen
Assistant Treasurer, AT&T
Thomas R. Giltner
General Attorney and Associate General Counsel, AT&T
Jonathan P. Klug
Senior Vice President and Treasurer, AT&T
John J. Stephens
Senior Vice President and Controller, AT&T