SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 2)(1)
CSG Systems International, Inc.
----------------------------------
(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
126349109
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(CUSIP Number)
April 8, 1998
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Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
- ------------
(1) 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 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 1 of 7
<PAGE>
CUSIP No. 126349109 13G Page 2 of 7 Pages
- ------------------- ------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Capital Partners III, Inc.
13-3720548
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
- 0 -
6 SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,983
WITH:
7 SOLE DISPOSITIVE POWER
- 0 -
8 SHARED DISPOSITIVE POWER
1,983
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,983
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.01%
12 TYPE OF REPORTING PERSON*
CO; IA
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 7
<PAGE>
CUSIP No. 126349109 13G Page 3 of 7 Pages
- ------------------- ------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Dean Witter & Co.
36-3145972
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
- 0 -
6 SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,983
WITH:
7 SOLE DISPOSITIVE POWER
- 0 -
8 SHARED DISPOSITIVE POWER
1,983
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,983
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.01%
12 TYPE OF REPORTING PERSON*
CO; IA
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 7
<PAGE>
Item 1(a). Name of Issuer:
CSG Systems International, Inc. (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
Business address:
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7887 East Belleview Ave.
Suite 1000
Englewood, Colorado 80111
Mailing address:
----------------
5251 DTC Parkway
Suite 625
Englewood, Colorado 80111
Item 2(a). Name of Person Filing:
This statement is filed on behalf of the persons identified
below. In accordance with Rule 13d-1(k)(1) under the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), each
person filing this statement acknowledges that it is responsible
for the completeness and accuracy of the information concerning
that person but is not responsible for the completeness or accuracy
of the information concerning the other persons making the filing,
unless such person knows or has reason to believe that such
information is inaccurate.
Morgan Stanley Capital Partners III, Inc. ("Capital Partners")
Morgan Stanley Dean Witter & Co. ("Morgan Stanley")
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of Capital Partners
is 1221 Avenue of the Americas, New York, New York 10020. The
address of the principal business office of Morgan Stanley
is 1585 Broadway, New York, New York 10036.
Item 2(c). Citizenship:
The citizenship of each of Capital Partners and Morgan Stanley is
Delaware.
Item 2(d). Title of Class of Securities:
This statement relates to the Company's Common Stock, $.01 par
value per share.
Item 2(e). CUSIP Number:
126349109
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
Page 4 of 7
<PAGE>
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act,
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan, Pension Plan, Pension Fund
which is subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment
Fund; see 13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(1)(ii)(G); see Item 7,
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Not Applicable
Item 4. Ownership. (a) Amount Beneficially Owned:
The filing of this statement should not be construed as an admission
by any person that such person is, for purposes of Section 13(d)
or 13(g) of the Exchange Act, the beneficial owner of any securities
covered by this statement, other than the securities set forth
opposite such person's name in the table in Item 4(c) below.
Capital Partners owns beneficially 1,983 shares of Common Stock as of
December 31, 1998. Morgan Stanley, as the sole shareholder of Capital
Partners, controls the actions of Capital Partners, and therefore may
be deemed to own beneficially 1,983 shares of Common Stock as of
December 31, 1998.
Morgan Stanley Venture Capital II, Inc. and MSCP III, L.P. have ceased
to own any shares of Common Stock as of December 31, 1998.
(b) Percent of Class:2
Morgan Stanley Capital
Partners III, Inc. 0.01%
Morgan Stanley Dean Witter & Co. 0.01%
- --------
2 Based on the 25,689,881 shares of Common Stock
reported to be outstanding in the report on Form 10-Q filed
for the quarter ended September 30, 1998.
Page 5 of 7
<PAGE>
(c) Number of shares as to which such person has:
<TABLE>
<CAPTION>
==========================================================================================================
(i) (ii) (iii) (iv)
Sole power to Shared power Sole power to Shared power
vote or to to vote or to dispose or to to dispose or to
direct the vote direct the vote direct the direct the
disposition of disposition of
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Morgan Stanley - 0 - 1,983 - 0 - 1,983
Capital Partners III,
Inc.
- ----------------------------------------------------------------------------------------------------------
Morgan Stanley - 0 - 1,983 - 0 - 1,983
Dean Witter & Co.
==========================================================================================================
</TABLE>
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 person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ X ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
Item 10. Certification.
N/A
Page 6 of 7
<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: February 16, 1999
MORGAN STANLEY CAPITAL
PARTNERS III, INC.
By: /s/ Peter R. Vogelsang
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Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY DEAN WITTER & CO.
By: /s/ Peter R. Vogelsang
-------------------------------
Name: Peter R. Vogelsang
Title: Authorized Signatory
Page 7 of 7
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 10001).
