-----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, GUilaJMpPBgi9FfYafPPH0VVguqaLHIkYu1CLfbbcqKKJkJ52lBZkuZ7gu70M3ga i108R2YMMu2lj7MBqkvsuQ== 0000927356-99-001117.txt : 19990708 0000927356-99-001117.hdr.sgml : 19990708 ACCESSION NUMBER: 0000927356-99-001117 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990702 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSG SYSTEMS INTERNATIONAL INC CENTRAL INDEX KEY: 0001005757 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 470783182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27512 FILM NUMBER: 99660146 BUSINESS ADDRESS: STREET 1: 7887 EAST BELLEVIEW AVE STREET 2: SUITE 1000 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037962850 MAIL ADDRESS: STREET 1: 5251 DTC PARKWAY SUITE 625 CITY: ENGLEWOOD STATE: CO ZIP: 80111 8-K 1 FORM 8-K DATED 07/07/99 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 7, 1999 (July 2, 1999) CSG SYSTEMS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-27512 47-0783182 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 7887 East Belleview, Suite 1000 Englewood, Colorado 80111 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (303) 796-2850 Item 5. Other Events. CSG Systems International, Inc. issued a press release on July 2, 1999 recommending that its shareholders reject an unsolicited, below-market offer made by Peachtree Partners for up to 1% of CSG Systems International, Inc.'s outstanding shares. A copy of this press release is attached as Exhibit 99 and incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit 99 Press release dated July 2, 1999. 2 SIGNATURES 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 hereunto duly authorized. CSG SYSTEMS INTERNATIONAL, INC. Dated: July 7, 1999 By: /s/ Randy R. Wiese ---------------------------------- Vice President and Controller (Principal Accounting Officer) 3 CSG SYSTEMS INTERNATIONAL, INC. Exhibit Index Exhibit Number Description - ------ ----------- 99 Press release dated July 2, 1999 4 EX-99 2 PRESS RELEASE DATED JULY 2, 1999 Exhibit 99 FOR IMMEDIATE RELEASE CSG Systems, Inc. Contacts: Joseph Ruble, Vice President & General Counsel 303-796-3955, joe ruble@csgsystems.com ------------------------ CSG SYSTEMS INTERNATIONAL, INC. URGES SHAREHOLDERS TO REJECT Unsolicited Tender Offer By Peachtree Partners Denver, Colorado (July 2, 1999) - CSG Systems International, Inc. (NASDAQ: CSGS) announced today that it recommends that its shareholders reject an unsolicited, below-market offer made by Peachtree Partners for up to 1% of CSG Systems International, Inc.'s outstanding shares. The $20.50 per share offer is dated June 16, 1999 and will expire on July 28, 1999. CSG Systems' management just recently became aware of the offer as a result of an inquiry from a shareholder. As the offer indicates, Peachtree Partners is not affiliated in any way with CSG Systems International, Inc. and Peachtree Partners has had no contact with the company regarding the offer. The offer price of $20.50 per share represents a discount of approximately twenty-seven percent (27%) from yesterday's closing price of $28.1875 on NASDAQ. Any CSG Systems' shareholder who desired to sell his or her shares should therefore be able to obtain a higher price on the NASDAQ exchange than that offered by Peachtree Partners. These so-called "mini tender offers" have gained considerable notoriety of late, including articles appearing in business publications, such as The Wall Street Journal. Mini tender offers avoid the usual disclosure requirements applicable to tender offers for more than five percent (5%) of targeted company stock. These mini tender offers are the subject of a bulletin posted on the Securities and Exchange Commission's web site entitled "Mini Tender Offers: Beware Of Offers To Buy Your Securities At Below Market Prices." That bulletin can be found at the following address: http://www.sec.gov/consumer/keyword/tminiten.html. CSG Systems encourages its shareholders to access this site to learn of the Commission's perspective on these types of offers. About CSG Systems, Inc. Based in Denver, Colorado, CSG Systems, Inc. provides customer care and billing solutions worldwide for the converging communications markets, including cable television, direct broadcast satellite, telephony, on-line services and others. The company offers its clients a full range of processing services, software and support services that automate customer management functions, including billing, sales support, order processing, and invoice analysis for target marketing. In 1998, CSG provided its services to over 1,300 client sites and printed and mailed approximately 325 million bills to its clients' customers. -----END PRIVACY-ENHANCED MESSAGE-----