Washington, DC 20549
Form 8-K
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 14, 2005
(Exact name of Registrant as specified in its charter)
Bermuda   001-16565   98-0341111
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)
Canon’s Court
22 Victoria Street
Hamilton HM12, Bermuda

(Address of principal executive offices)
Registrant’s telephone number, including area code: (441) 296-8262
Not Applicable
(Former name or former address, if changed since last report)
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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    o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 8.01 Other Events
Accenture SCA, a Luxembourg partnership limited by shares, and Accenture International SARL, a Luxembourg private limited liability company and a subsidiary of Accenture SCA, today offered to redeem or purchase, respectively, up to an aggregate of 37,209,302 Class I common shares, par value of 1.25 per share (the “Class I common shares”), of Accenture SCA at a price per share that is not greater than $21.50 or less than $19.00 (the “Offer”).
The Board of Directors of Accenture Ltd, the sole general partner of Accenture SCA, has through its Finance Committee authorized the Offer and separately approved the use of $800 million of existing cash from operations to fund the Offer, as well the use of up to an additional $136 million should Accenture SCA choose to increase the size of the Offer in response to shareholder demand. The approved funding is in addition to amounts previously authorized by the Board of Directors and still remaining for share redemption and purchase activity by Accenture.
The Offer is open to all holders of Accenture SCA Class I common shares. However, as the Offer has been priced at a discount to the current market price, the Offer may be more attractive to Accenture’s former partners who have significant numbers of Accenture SCA Class I common shares that are otherwise restricted as to transfer until July 2009. The number of Accenture SCA Class I common shares that first become available for transfer in July 2009 has increased due to early retirements and ordinary course resignations among those Accenture’s partners who received Accenture SCA Class I common shares in connection with Accenture’s incorporation in 2001. The Offer presents an opportunity for Accenture to redeem or purchase some of these Class I common shares now.
Accenture believes the Offer balances the interests of all of its shareholders and those who are former partners who previously agreed to these significant transfer restrictions by providing these former partners with a voluntary opportunity to dispose of some or all of their Accenture SCA Class I common shares earlier than permitted at prices that represent an attractive return to Accenture on the use of its cash.
The offer will be conducted in a modified Dutch auction format, where shareholders can select one or more prices within a designated range at which to tender their shares. The designated price range of the Offer represents discounts of approximately 16% to 26% to the $25.71 per share closing sale price of Accenture Ltd Class A common shares as reported on the New York Stock Exchange on Monday, September 12, 2005. The final offer price of the Offer will be established as the lowest price within the designated price range at which all Class I common shares tendered in accordance with the Offer can be redeemed or purchased.
Accenture Ltd is the sole general partner of Accenture SCA and owns a majority voting interest in Accenture SCA. Accenture Ltd controls Accenture SCA’s management and operations and consolidates Accenture SCA’s results in its financial statements. Accenture Ltd operates its businesses through subsidiaries of Accenture SCA.
Unless extended, the Offer will expire at 12:00 midnight, New York City time, on Thursday, October 13, 2005.



     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.
Date: September 14, 2005
  By:   /s/ Douglas G. Scrivner    
    Name:   Douglas G. Scrivner   
    Title:   General Counsel and Secretary