8-K 1 eight-k.txt EIGHT-K.TXT UNITED STATES 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): December 12, 2003 NCO GROUP, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter)
Pennsylvania 0-21639 23-2858652 --------------------------------- ------------------------ ----------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification Number)
507 Prudential Road, Horsham, Pennsylvania 19044 ------------------------------------------------------------ (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (215) 441-3000 -------------- Not applicable. ----------------------------------------------------------- Former name or former address, if changed since last report Item 5. Other Events and Regulation FD Disclosure. On December 15, 2003, the Company issued a press release announcing that it has entered into a definitive agreement to acquire the remaining outstanding stock of NCO Portfolio Manangement, Inc. that it does not own. A copy of that press release is attached hereto as Exhibit 99.1. A copy of the Agreement and Plan of Merger is attached hereto as Exhibit 2.1. The information contained in the Agreement and Plan of Merger, and press release is incorporated herein by reference. 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 filed with this Report on Form 8-K: Number Title ------ ----- 2.1 Agreement and Plan of Merger by and among NCO Group, Inc., NCPM Acquisition Corporation, and NCO Portfolio Management, Inc., dated as of December 12, 2003. (The schedules and exhibits to the Agreement and Plan of Merger are omitted pursuant to Item 601(b)(2) of Regulation S-K. NCO Group, Inc. agrees to furnish supplementally to the SEC, upon request, a copy of any omitted schedule or exhibit.) 99.1 Press Release of NCO Group, Inc. dated December 15, 2003. 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: Steven L. Winokur ------------------------------------------ Executive Vice President, Finance and Chief Financial Officer Date: December 16, 2003