-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ATk5ajvGUvLyMkZolRFhq3Nt3pvVdy353pSaB3+Q0BI1EU+Ujm5y+H5VljaLU88E jTvzZeIgdciyGV7TwUyAVw== 0001013594-02-000065.txt : 20020415 0001013594-02-000065.hdr.sgml : 20020415 ACCESSION NUMBER: 0001013594-02-000065 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020321 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUSSMAN S DONALD CENTRAL INDEX KEY: 0001044734 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2 AMERICAN LN CITY: GREENWICH STATE: CT ZIP: 06836 MAIL ADDRESS: STREET 1: 7 AMERICAN LN CITY: GREENWICH STATE: CT ZIP: 06836 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMDOCS AUTOMATIC COMMON EXCHANGE SECURITY TRUST CENTRAL INDEX KEY: 0001080955 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-56579 FILM NUMBER: 02581388 BUSINESS ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 FORMER COMPANY: FORMER CONFORMED NAME: EIGHTH AUTOMATIC COMMON EXCHANGE SECURITY TRUST DATE OF NAME CHANGE: 19990302 SC 13G 1 amdocs13g.txt AMDOCS AUTOMATIC COMMON EXCHANGE SECURITY TRUST SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No.___)* AMDOCS Automatic Common Exchange Security Trust (Name of Issuer) $1.51 Trust Automatic Common Exchange Securities (Title of Class of Securities) 02342R202 (CUSIP Number) March 13, 2002 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Paloma International L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 150,000 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 150,000 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.5% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) S. Donald Sussman 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 150,000 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 150,000 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.5% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Amaranth L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 450,000 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 450,000 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 450,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5% 12. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Nicholas M. Maounis 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 450,000 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 450,000 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 450,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1(a). Name of Issuer: AMDOCS Automatic Common Exchange Security Trust (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Item 2(a). Name of Persons Filing: The names of the persons filing this statement on Schedule 13G are: Paloma International L.P., a Delaware limited partnership ("Paloma"), S. Donald Sussman, Amaranth L.L.C., a Delaware limited liability company ("Amaranth"), and Nicholas M. Maounis (collectively, the "Reporting Persons"). Each of Mr. Sussman and Mr. Maounis disclaims pecuniary interest in the shares of Trust Common Exchange Stock beneficially owned by him. Item 2(b). Address of Principal Business Office or, if None, Residence: The principal business address for Paloma, Amaranth and Mr. Maounis is 2 American Lane, Greenwich, Connecticut 06836-2571. The principal business address for Mr. Sussman is 6100 Red Hook Quarter, 18B, Suites C, 1-6, St. Thomas, United States Virgin Islands 00802. Item 2(c). Citizenship: Paloma is a Delaware limited partnership, Mr. Sussman is a citizen of the United States, Amaranth is a Delaware limited liability company and Mr. Maounis is a citizen of the United States. Item 2(d). Title of Class of Securities $1.51 Trust Automatic Common Exchange Securities ("Trust Common Exchange Stock"). Item 2(e). CUSIP Number: 02342R202 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box [x] Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: The Reporting Persons beneficially own 600,000 shares of Trust Common Exchange Stock. (b) Percent of class: Each of Paloma's and S. Donald Sussman's beneficial ownership of 150,000 shares of Trust Common Exchange Stock constitutes 1.5% of all of the outstanding Trust Common Exchange Stock. Each of Amaranth's and Nicholas M. Maounis' beneficial ownership of 450,000 shares of Trust Common Exchange Stock constitutes 4.5% of all of the outstanding Trust Common Exchange Stock. Collectively, the Reporting Persons have beneficial ownership of 600,000 shares of Trust Common Exchange Stock constituting 6.0% of all of the outstanding Trust Common Exchange Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Each of Paloma and S. Donald Sussman has the sole power to vote or direct the vote of 150,000 shares of Trust Common Exchange Stock. Each of Amaranth and Nicholas M. Maounis has the sole power to vote or direct the vote of 450,000 shares of Trust Common Exchange Stock. (ii) Shared power to vote or to direct the vote Not applicable. (iii) Sole power to dispose or to direct the disposition of Each of Paloma and S. Donald Sussman has the sole power to dispose or direct the disposition of 150,000 shares of Trust Common Exchange Stock. Each of Amaranth and Nicholas M. Maounis has the sole power to dispose or direct the disposition of 450,000 shares of Trust Common Exchange Stock. (iv) Shared power to dispose or to direct the disposition of Not applicable. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Anther Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Paloma holds all of the shares of Trust Common Exchange Stock it beneficially owns through its subsidiary Sunrise Partners L.L.C., a Delaware limited liability company. Item 8. Identification and Classification of Members of the Group. See Exhibit B attached hereto. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: March 21, 2002 PALOMA INTERNATIONAL L.P. By: Paloma GP LLC, general partner By: /s/ Michael J. Berner --------------------- Michael J. Berner, Vice President /s/ S. Donald Sussman S. Donald Sussman AMARANTH L.L.C. By: Amaranth Advisors L.L.C., as Managing Member By: /s/ Michael J. Berner --------------------- Michael J. Berner, Vice President /s/ Nicholas M. Maounis Nicholas M. Maounis EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Trust Common Exchange Stock of AMDOCS Automatic Common Exchange Security Trust dated March 21, 2002 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: March 21, 2002 PALOMA INTERNATIONAL L.P. By: Paloma GP LLC, general partner By: /s/ Michael J. Berner --------------------- Michael J. Berner, Vice President /s/ S. Donald Sussman S. Donald Sussman AMARANTH L.L.C. By: Amaranth Advisors L.L.C., as Managing Member By: /s/ Michael J. Berner --------------------- Michael J. Berner, Vice President /s/ Nicholas M. Maounis Nicholas M. Maounis EXHIBIT B IDENTIFICATION OF MEMBERS OF THE GROUP Paloma International L.P. S. Donald Sussman Amaranth L.L.C. Nicholas M. 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