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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
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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.
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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
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Vice President and Controller
(Principal Accounting Officer)
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CSG SYSTEMS INTERNATIONAL, INC.
Exhibit Index
Exhibit
Number Description
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99 Press release dated July 2, 1999
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Exhibit 99
FOR IMMEDIATE RELEASE
CSG Systems, Inc. Contacts:
Joseph Ruble, Vice President & General Counsel
303-796-3955, joe [email protected]
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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.
