Exhibit (a)(1)(iii)
OFFER TO PURCHASE FOR CASH
ANY AND ALL OF THE OUTSTANDING
2% CONVERTIBLE NOTES DUE JUNE 1, 2008
OF
AMDOCS LIMITED
PURSUANT TO THE
NOTICE OF PUT RIGHT AND OFFER TO PURCHASE
DATED MAY 3, 2004
CUSIP NUMBERS: 02342TAB52, 02342TAA79(+)
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 A.M., EASTERN
TIME, ON JUNE 1, 2004, AND MAY NOT BE EXTENDED, EXCEPT AS REQUIRED
BY APPLICABLE LAW.
May 3, 2004
To our clients:
Enclosed for your consideration is a Notice of Put Right and Offer to
Purchase dated May 3, 2004 (the "Offer to Purchase") and the related Letter of
Transmittal (which, along with the Offer to Purchase and together with any
amendments or supplements to such documents, collectively constitute the
"Offer") in connection with the Offer by Amdocs Limited, a company organized
under the laws of the Island of Guernsey ("Amdocs"), to purchase for cash any
and all of its outstanding 2% Convertible Notes due June 1, 2008 (the "Notes")
at the Repurchase Price described below, upon the terms and subject to the
conditions set forth in the Offer to Purchase. The Repurchase Price equals 100%
of the principal amount of the Notes, plus accrued and unpaid interest through
and including May 31, 2004. If the expiration date of the Offer is June 1, 2004,
the Repurchase Price will equal $1,000 per $1,000 principal amount of Notes
tendered. See the Offer to Purchase for definitions of capitalized terms used
but not defined herein.
The material relating to the Offer is being forwarded to you as the
beneficial owner of Notes carried by us for your account but not registered in
your name. A tender of the Notes held by us for your account can be made only by
the holder of record and pursuant to your instructions. The Letter of
Transmittal is furnished to you for your information only and cannot be used by
you to tender Notes held by us for your account.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all of the Notes held by us for your account,
pursuant to the terms and subject to the conditions set forth in the Offer. We
urge you to read carefully the Offer to Purchase, the Letter of Transmittal and
the other materials provided with this letter before instructing us to tender
your Notes.
Your attention is directed to the following:
1. The Repurchase Price equals 100% of the principal amount of the
Notes, plus accrued and unpaid interest through and including May
31, 2004. If the expiration date of the Offer is June 1, 2004, the
repurchase price will equal $1,000 per $1,000 principal amount of
Notes tendered.
2. The Offer and withdrawal rights will expire at 9:00 a.m., Eastern
time, on June 1, 2004, and may not be extended, except as required
by applicable law.
3. The Offer is being made pursuant to the terms of the Notes and the
subject to the Indenture, dated as of May 30, 2001, as amended,
between Amdocs and The Bank of New York (as successor to United
States
- ---------------
+ The CUSIP numbers referenced above have been assigned by Standard & Poor's
Corporation and are included solely for the convenience of holders of the
Notes. Amdocs, the Paying Agent and the Trustee shall not be responsible for
the selection or use of these CUSIP numbers, and no representation is made as
to their correctness on the Notes or as indicated in any notice of put right,
offer to purchase or letter of transmittal.
Trust Company of New York), as Trustee, which provide that each holder
of Notes will have the right, at such holder's option, to require
Amdocs to purchase at the Repurchase Price all or a portion (which
amount must be $1,000 or any greater integral multiple of $1,000
thereof) of such holder's Notes on June 1, 2004. The purpose of the
Offer is to fulfill Amdocs' obligations under the Indenture.
4. The Offer is made for any and all of the outstanding Notes.
5. Tendering holders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter
of Transmittal, transfer taxes on the purchase of Notes by Amdocs
pursuant to the Offer.
The Offer is being made solely by the Offer to Purchase and the related
Letter of Transmittal and is being made to all holders of Notes. The Offer is
not being made to (nor will tenders be accepted from or on behalf of) holders of
Notes in any jurisdiction in which the making of the Offer or the acceptance
thereof would not be in compliance with the laws of such jurisdiction.
If you wish to have us tender any or all of the Notes held by us for your
account, please instruct us by completing, executing and returning to us the
instruction form contained in this letter. If you authorize a tender of your
Notes, all such Notes will be tendered unless otherwise specified in such
instruction form. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO
PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE
OFFER.
2
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ANY AND ALL OF THE OUTSTANDING
2% CONVERTIBLE NOTES DUE JUNE 1, 2008
OF
AMDOCS LIMITED
The undersigned acknowledge(s) receipt of your letter enclosing the Notice
of Put Right and Offer to Purchase dated May 3, 2004 (the "Offer to Purchase")
and the related Letter of Transmittal (which, along with the Offer to Purchase
and together with any amendments or supplements to such documents, collectively
constitute the "Offer") relating to the Offer by Amdocs Limited, a company
organized under the laws of the Island of Guernsey ("Amdocs"), to purchase for
cash any and all of its outstanding 2% Convertible Notes due June 1, 2008 (the
"Notes") at the Repurchase Price (as defined in your letter), upon the terms and
subject to the conditions set forth in the Offer to Purchase.
This will instruct you to tender the principal amount of Notes indicated
below (or, if no number is indicated below, the entire principal amount
represented by all Notes) that are held by you for the account of the
undersigned, upon the terms and subject to the conditions set forth in the
Offer.
Principal Amount of Notes to be Tendered*: $------------------------------
SIGN HERE
Signature(s):
- --------------------------------------------------------------------------------
Please type or print name(s):
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
Area Code and Telephone Number:
- --------------------------------------------------------------------------------
Dated: ------------------------------ , 2004
Tax Identification or Social Security Number:
- --------------------------------------------------------------------------------
- ---------------
* Unless otherwise indicated, it will be assumed that the entire principal
amount of the Notes held by us for your account are to be tendered.
3