-----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, Frr+IufwG0iwiefb/whb25lvNw8Wh1bHdZiHabeXOG7Kw0kyEV8iWYDmwMBiaabc 6QsQpnVO9C5fhay5KbIkFw== 0000950116-02-001971.txt : 20020822 0000950116-02-001971.hdr.sgml : 20020822 20020822113846 ACCESSION NUMBER: 0000950116-02-001971 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020819 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NCO GROUP INC CENTRAL INDEX KEY: 0001022608 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320] IRS NUMBER: 232858652 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21639 FILM NUMBER: 02745418 BUSINESS ADDRESS: STREET 1: 515 PENNSYLVANIA AVE CITY: FT WASHINGTON STATE: PA ZIP: 19034 BUSINESS PHONE: 2157939300 MAIL ADDRESS: STREET 1: 507 PRUDENTIAL ROAD CITY: HORSHAM STATE: PA ZIP: 19044 8-K 1 eight-k.txt EIGHT-K 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): August 19, 2002 NCO GROUP, INC. --------------- (Exact name of registrant as specified in its charter) Pennsylvania 0-21639 23-2858652 - ------------------------------- ------------------------ ---------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number) 507 Prudential Rd. Horsham, PA 19044 ------------------------------------------------------------ (Address of principal executive offices, including zip code) (215) 441-3000 ---------------------------------------------------- (Registrant's telephone number, including area code) __________________________________________________________ (Former name or former address if changed since last report) ITEM 7. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired Not Applicable (b) Pro Forma Financial Information Not Applicable (c) Exhibits The following exhibits are furnished with this Report on Form 8-K: Number Title - ------ ----- 99.1 Press Release of NCO Group, Inc. dated August 19, 2002. ITEM 9. Regulation FD Disclosure. On August 19, 2002, NCO Group, Inc. issued a press release announcing the acquisition of the net assets and results of operations of Great Lakes Collection Bureau, Inc. A copy of this press release appears as Exhibit 99.1 to this report and is herein incorporated by reference. 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. NCO Group, Inc. By: /s/ Steven L. Winokur --------------------------------- Executive Vice President, Finance and Chief Financial Officer Date: August 22, 2002 EX-99 3 exh99-1.txt EXHIBIT 99.1 Exhibit 99.1 [GRAPHIC OMITTED] [GRAPHIC OMITTED] NEWS RELEASE For Immediate Release NCO GROUP AND NCO PORTFOLIO ACQUIRE GREAT LAKES COLLECTION BUREAU HORSHAM, PA, and BALTIMORE, MD, August 19, 2002 - NCO Group, Inc. ("NCO Group")(Nasdaq: NCOG), a leading provider of accounts receivable management and collection services, announced today that it acquired the net assets and related operations, excluding the purchased accounts receivable portfolio, of Great Lakes Collection Bureau, Inc. ("Great Lakes"), a subsidiary of GE Capital Corporation ("GE Capital"). NCO Portfolio Management, Inc. ("NCO Portfolio")(Nasdaq: NCPM), a leading purchaser and manager of delinquent accounts receivable, announced today that it acquired the purchased accounts receivable portfolio of Great Lakes. NCO Group owns 63% of NCO Portfolio. NCO Group paid approximately $10.6 million for the net assets and related operations of Great Lakes, subject to certain adjustments. As part of the acquisition, NCO Group and GE Capital signed a multi-year agreement under which NCO Group will provide services to GE Capital. The transaction is expected to be slightly dilutive to earnings in the third quarter of 2002 and is expected to be accretive to the fourth quarter of 2002 and thereafter. NCO Portfolio paid $22.9 million for Great Lakes purchased accounts receivable portfolio. NCO Portfolio funded the purchase with $2.3 million of cash and $20.6 million of non-recourse financing provided by Cargill Financial Services Corporation. This non-recourse financing is collateralized by the Great Lakes purchased accounts receivable portfolio. The transaction is expected to be accretive to NCO Portfolio's 2002 earnings. Commenting on the transaction, Michael J. Barrist, Chairman and Chief Executive Officer of NCO Group and NCO Portfolio, stated, "The Great Lakes acquisition represents a great opportunity for both NCO Group and NCO Portfolio. In addition to the near-term benefits of expanding our domestic receivables outsourcing business, NCO Group will benefit on a long-term basis from the opportunity to develop a strong ongoing business relationship with GE Capital. In addition, this represents the first step in NCO Portfolio's strategy of purchasing larger more predictable portfolios at reasonable prices. This strategy will be instrumental in NCO Portfolio's success in an environment where higher prices on smaller portfolios have made those purchases less attractive. I am also pleased that we have entered into a new strategic financing arrangement with Cargill Financial Services Corporation, a leading financier of credit-intensive portfolio transactions." NCO Group, Inc. is the largest provider of accounts receivable collection services in the world. NCO Group provides services to clients in the financial services, healthcare, retail and commercial, utilities, education, telecommunications, and government sectors. NCO Portfolio Management, Inc. is a leading purchaser and manager of delinquent accounts receivable. For further information: At NCO Group, Inc. At NCO Portfolio Management, Inc. Michael J. Barrist, Michael J. Barrist, Chairman and CEO Chairman and CEO Steven L. Winokur, (215) 441-3000 EVP, Finance and CFO Richard J. Palmer, Paul E. Weitzel, Jr. SVP, Finance and CFO EVP, Corporate Development (443) 436-4525 and International Operations email: rick.palmer@ncogroup.com (215) 441-3000 ------------------------ www.ncogroup.com At FRB / Weber Shandwick Joe Calabrese (General) - (212) 445-8434 Judith Sylk-Siegel (Media) - (212) 445-8431 Nicole Engel (Analysts) - (212) 445-8452 ---------------------------------------------- Certain statements in this press release, including, without limitation, statements as to the successful completion of acquisitions, statements as to the companies' or management's beliefs, expectations or opinions, and all other statements in this press release, other than historical facts, are forward-looking statements, as such term is defined in the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created thereby. Forward-looking statements are subject to risks and uncertainties, are subject to change at any time and may be affected by various factors that may cause actual results to differ materially from the expected or planned results. In addition to the factors discussed above, certain other factors, including without limitation, risks related to past and possible future terrorist attacks, risks related to the economy, risks relating to growth and future acquisitions, risks related to fluctuations in quarterly operating results, and other risks detailed from time to time in the companies' filings with the Securities and Exchange Commission, including the annual reports on Form 10-K, filed on March 19, 2002, can cause actual results and developments to be materially different from those expressed or implied by such forward-looking statements. A copy of NCO Group's Annual Report on Form 10-K can be obtained, without charge except for exhibits, by written request to Steven L. Winokur, Executive Vice President, Finance/CFO, NCO Group, Inc., 507 Prudential Road, Horsham, PA 19044. A copy of NCO Portfolio's Annual Report on Form 10-K can be obtained, without charge except for exhibits, by written request to Richard J. Palmer, Senior Vice President, Finance/CFO, NCO Portfolio Management, Inc., 1705 Whitehead Road, Baltimore, MD 21207. -------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----