Exhibit(a)(1)(iv)
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 Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Amdocs Limited, a company organized under the laws of the Island of
Guernsey ("Amdocs"), has commenced an offer 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 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"). 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.
Enclosed for your information and for forwarding to your clients for whose
accounts you hold Notes registered in your name or in the name of your nominees
are copies of the following documents:
1. The Notice of Put Right and Offer to Purchase dated May 3, 2004.
2. The Letter of Transmittal to tender Notes (for your use and for the
information of your clients).
3. A form of letter which may be sent to your clients for whose accounts
you hold Notes registered in your name or in the name of your nominees,
with space provided for obtaining your clients' instructions with regard
to the Offer.
4. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
Participants in The Depository Trust Company ("DTC") will be able to
execute tenders through the DTC Automated Tender Offer Program.
HOLDERS OF NOTES SHOULD BE AWARE THAT NO GUARANTEED DELIVERY PROCESS IS
AVAILABLE TO TENDER NOTES.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE TO OBTAIN THEIR
INSTRUCTIONS. PLEASE NOTE THAT 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.
- ---------------
+ 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.
In order to take advantage of the Offer, a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), together with any
required signature guarantees, or an Agent's Message in connection with a
book-entry delivery of Notes, and any other documents required by the Letter of
Transmittal, should be sent to the Paying Agent, and certificates evidencing
tendered Notes should be delivered or such Notes should be tendered by
book-entry transfer (and a Book-Entry Confirmation (as defined in the Offer to
Purchase) should be sent to the Paying Agent), all in accordance with the
instructions set forth in the Letter of Transmittal and in the Offer to
Purchase.
No fees or commissions will be paid to brokers, dealers or any other
persons (other than the Paying Agent listed below) for soliciting tenders of
Notes pursuant to the Offer. Amdocs will, however, upon request, reimburse you
for customary mailing and handling expenses incurred by you in forwarding any of
the enclosed materials to your clients.
Amdocs will pay or cause to be paid any transfer taxes payable on the
purchase of Notes pursuant to the Offer, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from, the
Paying Agent at its address and telephone number set forth on the back cover of
the Offer to Purchase.
Very truly yours,
AMDOCS LIMITED
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF AMDOCS, THE PAYING AGENT, THE TRUSTEE OR ANY
AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY
STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE
OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
2