AT&T CORP
SC 13G, 2000-11-09
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934



                         CSG SYSTEMS INTERNATIONAL, INC.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                          Common Stock, $0.01 par value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    12634109
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                               September 30, 1999
--------------------------------------------------------------------------------
             (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)
       ---
        ---
       /  /      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 the
disclosures provided in a prior cover page.

The information required in 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).

<PAGE>

================================================================================
CUSIP No. 12634109                                             Page 2 of 5 Pages
================================================================================
1     NAMES OF REPORTING PERSONS
      S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

      AT&T Corp.              I.R.S. Identification No.  13-4924710
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                        NOT APPLICABLE
               (a)
               (b)
--------------------------------------------------------------------------------
3     SEC USE ONLY
--------------------------------------------------------------------------------
4     CITIZENSHIP OR PLACE OF ORGANIZATION

                        New York
--------------------------------------------------------------------------------
                        5     SOLE VOTING POWER                       3,000,000*
     NUMBER OF SHARES                           --------------------------------
    BENEFICIALLY OWNED  6     SHARED VOTING POWER                              0
    BY EACH REPORTING                           --------------------------------
       PERSON WITH      7     SOLE DISPOSITIVE POWER                  3,000,000*
                                                --------------------------------
                        8     SHARED DISPOSITIVE POWER                         0
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                                                      3,000,000*
--------------------------------------------------------------------------------
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


--------------------------------------------------------------------------------
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                            5.7%
--------------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON
                                                                              CO
--------------------------------------------------------------------------------
<PAGE>
                                                               Page 3 of 5 Pages

*Consists of two warrants held by AT&T Corp.,  one for up to 2,000,000 shares of
Common Stock and the other for up to 1,000,000  shares of Common Stock,  both of
which are currently exercisable.

Item 1(a) Name of Issuer:

         CSG Systems International, Inc.

Item 1(b) Address of Issuer's Principal Executive Offices:

         7887 East Belleview, Suite 1000, Englewood, Colorado 80111

Item 2(a) Name of Person Filing:

         AT&T Corp.

Item 2(b) Address of Principal Business Office or, if none,
         Residence:

         32 Avenue of the Americas, New York, New York 10013-2412

Item 2(c) Citizenship:

         New York

Item 2(d) Title of Class of Securities:

         Common Stock, $0.01 par value

Item 2(e) CUSIP Number:

         12634109

Item 3. If this  statement  is filed  pursuant to Rules  13d-1(b),  or 13d-2(b),
check whether the person filing is a:

          Not Applicable
<PAGE>
                                                               Page 4 of 5 Pages

Item 4.  Ownership.

         (a)      Amount Beneficially Owned:                  3,000,000 (1)

         (b)      Percent of Class:                           5.7%

         (c)      Number of shares as to which such person has:

                  (i)   sole power to vote or to direct the vote: 3,000,000 (1)

                  (ii)  shared power to vote or to direct the vote: 0

                  (iii) sole power to dispose or to direct the disposition of:
                        3,000,000  (1)

                  (iv)  shared power to dispose or to direct the disposition
                        of:  0

(1) Includes 2,000,000 shares of Common Stock that are issuable upon exercise of
a warrant having an exercise  price of $12.00 per share and 1,000,000  shares of
Common Stock that are  issuable  upon  exercise of a warrant  having an exercise
price of $12.00 per share, both of which are currently exercisable.

Item 5.  Ownership of Five Percent or Less of a Class.

         Not Applicable

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

         Not Applicable

Item 7.  Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported on by the Parent Holding Company.

         Not Applicable

Item 8.  Identification and Classification of Members of the
         Group.

         Not Applicable

Item 9.  Notice of Dissolution of Group.

         Not Applicable

Item 10. Certification.

         By signing below,  the  undersigned  certifies  that, to the best of my
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.

<PAGE>
                                                               Page 5 of 5 Pages

                                   SIGNATURE

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.

         Date:  November 8, 2000

                                            AT&T Corp.


                                            /s/  Robert S. Feit
                                            --------------------------------
                                            By:  Robert S. Feit
                                                 Assistant Secretary


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