-----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, NwxJb4dty/uF+Xgi/WhonZ9+ggI08fYqjl+0Q0//0D7jlN1jPNVw1ub6OJPik7MF sQ8Igvg7mBLqkw/oTuynkg== 0000950116-04-000249.txt : 20040123 0000950116-04-000249.hdr.sgml : 20040123 20040123084008 ACCESSION NUMBER: 0000950116-04-000249 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040122 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040123 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: 04539155 BUSINESS ADDRESS: STREET 1: 507 PRUDENTIAL ROAD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 215-441-3000 MAIL ADDRESS: STREET 1: 507 PRUDENTIAL ROAD CITY: HORSHAM STATE: PA ZIP: 19044 8-K 1 eight-k.txt FORM 8-K 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): January 22, 2004 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 January 22, 2004, the Company issued a press release announcing that it has amended its previously announced definitive agreement to acquire RMH Teleservices, Inc. A copy of that press release is attached hereto as Exhibit 99.1. A copy of the First Amendment to Agreement and Plan of Merger is attached hereto as Exhibit 2.1. The information contained in the First Amendment to 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 First Amendment to Agreement and Plan of Merger by and among NCO Group, Inc., NCOG Acquisition Corporation, and RMH Teleservices, Inc., dated as of January 22, 2004. 99.1 Press Release of NCO Group, Inc. and RMH Teleservices, Inc. dated January 22, 2004. 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: January 23, 2004 EX-2.1 3 ex2-1.txt EXHIBIT 2.1 Exhibit 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT TO THAT CERTAIN AGREEMENT AND PLAN OF MERGER (this "Amendment") is made and entered into as of January 22, 2004, by and among NCO GROUP, INC., a Pennsylvania corporation (the "Parent"), NCOG ACQUISITION CORPORATION, a Pennsylvania corporation and a wholly-owned subsidiary of the Parent (the "Purchaser"), and RMH TELESERVICES, INC., a Pennsylvania corporation (the "Company"). WITNESSETH: WHEREAS, Parent, Purchaser and the Company are parties to that certain Agreement and Plan of Merger dated as of November 17, 2003, and as the same is amended hereby and may be further amended, modified or supplemented from time to time (the "Merger Agreement"); WHEREAS, the Company and the Parent desire to amend the Merger Agreement herein as follows; NOW, THEREFORE, in consideration of the agreements and provisions herein contained, the parties hereto do hereby agree as follows: Section 1. Definitions. Any capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement. Section 2. Amendment to Merger Agreement. The Merger Agreement is hereby amended, effective as of the date hereof, as follows: 2.1 Amendment and Restatement of Section 2.1(a). Section 2.1(a) of the Merger Agreement shall be deleted in its entirety, and a new Section 2.1(a), which shall read as set forth below, shall be added to the Merger Agreement: 2.1 Company Common Stock. (a) Each share (a "Share") of common stock, no par value per share (the "Common Stock"), of the Company issued and outstanding immediately prior to the Effective Time (except for Shares then owned beneficially or of record by the Company, the Parent, the Purchaser or any of the other Parent Subsidiaries or the Company Subsidiaries), shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive that number of fully paid and non-assessable shares of the common stock, no par value per share, of the Parent ("Parent Common Stock"), as determined as set forth in this Section 2.1(a) (hereinafter the "Exchange Ratio"). The Exchange Ratio shall be fixed at 0.2150 of a share of Parent Common Stock (such fractional share, the "Merger Consideration") so long as the Parent Common Stock Value is between $18.75 and $26.75 inclusive. Notwithstanding anything to the contrary contained herein, if the Parent Common Stock Value is less than $18.75, Parent may elect, at its sole option, (i) to adjust the Exchange Ratio to an amount equal to $4.00 divided by the Parent Common Stock Value, or (ii) to have the Exchange Ratio remain at 0.2150, and if the Parent Common Stock Value is more than $26.75, the Exchange Ratio shall automatically adjust to an amount equal to $5.75 divided by the Parent Common Stock Value. 2.2 Amendment to Article III. Article III of the Merger Agreement is hereby amended to (i) delete in its entirety Section 3.14 of the Merger Agreement and add a new Section 3.14 to the Merger Agreement, which shall read as set forth below, and (ii) add the following additional Company representations and warranties: 3.14 Opinion of Financial Advisor. The Board of Directors of the Company has received an opinion of Broadview International, LLC, dated January 20, 2004, that the Exchange Ratio is fair, from a financial point of view, to the holders of the Shares. 3.24 Amendment to Loan and Security Agreement. The Company hereby represents and warrants to the Parent and Purchaser that on January 15, 2004, the Company and Wells Fargo Foothill, Inc. ("Lender') entered into an Eighth Amendment to, and Waiver and Consent Under, Loan and Security Agreement ("Eighth Amendment") pursuant to which, among other things, the Lender waived all of the Company's outstanding defaults under the Loan and Security Agreement between the Company and the Lender. As of the date hereof, after giving effect to the Eighth Amendment, no default or event of default exists and is continuing under the Loan and Security Agreement between the Company and the Lender. The Company had all requisite corporate power and authority to execute and deliver the Eighth Amendment and to consummate the transactions contemplated thereby. The execution and delivery of the Eighth Amendment and the consummation of the transactions contemplated thereby were duly and validly authorized and approved by the Company's Board of Directors. The Eighth Amendment was duly and validly executed and delivered by the Company, and the Eighth Amendment constitutes a valid and binding agreement of the Company, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors, and the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 3.25 Disclosure of Issues Raised by Deloitte and Touche. The Company has disclosed to Parent and/or Purchaser any and all issues raised by or discussed with Deloitte & Touche ("D&T") in connection with (i) D&T's audit of the Company for the fiscal year ended September 30, 2003 or (ii) any period of time subsequent to the fiscal year ended September 30, 2003. 2.3 Amendment and Restatement of Section 5.3. Section 5.3 of the Merger Agreement shall be deleted in its entirety, and a new Section 5.3, which shall read as set forth below, shall be added to the Merger Agreement: 5.3 Except as set forth in Section 5.3 of the Company Disclosure Letter and Supplement (as hereinafter defined), all Company SEC filings filed after the date of this Agreement and prior to the Effective Time (i) will be timely filed and comply in all material respects with all applicable requirements of the Securities Act and the Exchange Act and (ii) will not at the time they will be filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that, except as set forth in Section 3.7 hereof, no representation is made by the Company with respect to the S-4 Registration Statement or the Proxy Statement/Prospectus. 2.4 Amendment to Section 7.2. Section 7.2 of the Merger Agreement is hereby amended to add the following additional condition to the obligations of the Parent and the Purchaser to affect the Merger: (h) Provided that Parent has executed normal and customary access letters with D&T, prior to the Effective Time, the Company shall have secured access for Parent and its auditors of D&T's work papers related to D&T's audit and related auditor's report of the Company for the fiscal year ended September 30, 2003, including, without limitation, work papers related to subsequent event review procedures. 2.5 Amendment and Restatement of Section 9.1(e)(ii). Section 9.1(e)(ii) of the Merger Agreement shall be deleted in its entirety, and a new Section 9.1(e)(ii), which shall read as set forth below, shall be added to the Merger Agreement: (ii) if the Parent Common Stock Value is less than $18.75 and Parent has not elected to adjust the Exchange Ratio pursuant to Section 2.1(a)(i) hereof. 2.6 Amendment and Restatement of Certain Defined Terms in Annex I. The definition of Material Adverse Effect set forth in Annex I of the Merger Agreement shall be deleted in its entirety, and a new definition of Material Adverse Effect, which shall read as set forth below, shall be added to Annex I to the Merger Agreement: Material Adverse Effect: an event, occurrence, violation, inaccuracy, circumstance or other matter will be deemed to have a "Material Adverse Effect" on the entity or an entity subsidiaries if such event, occurrence, violation, inaccuracy, circumstance or other matter (considered alone or together with any other matter or matters) had or could reasonably be expected to have a material adverse effect on (i) the business, condition (financial or otherwise), capitalization, assets, liabilities, operations, revenues, results of operations, cash flows, financial performance or prospects of the entity or any entity subsidiary, or (ii) the ability of an entity to consummate the Merger or any of the other transactions contemplated by the Merger Agreement or to perform any of its obligations under the Merger Agreement; provided, however, that in determining whether there has been a Material Adverse Effect, (a) any adverse effects directly resulting from or directly attributable to general economic conditions or general conditions in the industry in which the entity and entity subsidiaries do business which conditions do not affect the entity and any entity subsidiaries in a materially disproportionate manner; (b) any change in the market price or trading volume of the Company's stock after the date hereof; (c) any adverse change, effect, event, occurrence, state of facts or development resulting from or relating to compliance with the terms of, or the taking of any action required by, this Agreement; (d) with respect to the Company only, the taking of any action by the Parent or any of the Parent's Subsidiaries, or the taking of any action approved or consented to by the Parent or Purchaser, or (e) such facts, as to which the executive officers of NCO have actual knowledge as of the date of this Amendment, shall be disregarded. Section 3. Supplement to Company Disclosure Letter. 3.1 Parent and Purchaser acknowledge receipt of, and accept and agree to, the Supplement to the Company Disclosure Letter attached hereto as Annex 1 (the "Supplement"). The parties hereby acknowledge with respect to the Supplement to the Company Disclosure Letter the same acknowledgments that the parties made with respect to the Company Disclosure Letter pursuant to Section 10.14 of the Merger Agreement. Subject to the foregoing, the matters set forth in Annex 1 shall be deemed to supplement and amend the Company's representations, warranties and covenants under the Agreement Section 4. General Confirmations. 4.1 Continuing Effect. Except as specifically provided herein, the Merger Agreement and all other documents executed in connection with the Merger Agreement shall remain in full force and effect in accordance with their respective terms and they are hereby ratified and confirmed in all respects. 4.2 No Modification or Waiver. This Amendment is limited as specified herein and the execution, delivery and effectiveness of this Amendment shall not operate as a modification, acceptance or waiver of any provision of the Merger Agreement or any other document executed in connection with the Merger Agreement, except as specifically set forth herein. 4.3 References. (a) From and after the date hereof, the Merger Agreement and all agreements, instruments and documents executed and delivered in connection with the Merger Agreement shall be deemed amended hereby to the extent necessary, if any, to give effect to the provisions of this Amendment and all of terms and provisions of this Amendment are hereby incorporated by reference into the Merger Agreement as if such terms and provisions were set forth in full therein, as applicable. (b) All of the provisions of Article X of the Merger Agreement are hereby incorporated into this Amendment as if specifically stated herein. (c) From and after the date hereof, all references in the Merger Agreement to "this Agreement", "hereto", "hereof", "hereunder", or words of like import referring to the Merger Agreement shall mean the Merger Agreement as amended hereby and all references in the Merger Agreement or any other agreement, instrument or document executed and delivered in connection therewith to "Merger Agreement", "thereto", "thereof", "thereunder", or words of like import referring to the Merger Agreement shall mean the Merger Agreement as hereby amended. (d) From and after the date hereof, all references in the Merger Agreement to "the Company Disclosure Letter" or words of like import referring to the Company Disclosure Letter shall mean the Company Disclosure Letter as supplemented by the Supplement and all references in the Merger Agreement or any other agreement, instrument or document executed and delivered in connection therewith to "the Company Disclosure Letter" or words of like import referring to the Company Disclosure Letter shall mean the Company Disclosure Letter as supplemented by the Supplement. IN WITNESS WHEREOF, the Parent, the Purchaser and the Company have caused this Amendment to be signed by their respective duly authorized officers as of the date first above written. PARENT: NCO GROUP, INC. By: /s/ Michael J. Barrist ----------------------------- Name: Michael J. Barrist ----------------------------- Title: Chairman, President & CEO ----------------------------- PURCHASER: NCOG ACQUISITION CORPORATION By: /s/ Michael J. Barrist ----------------------------- Name: Michael J. Barrist ----------------------------- Title: Chairman, President & CEO ----------------------------- THE COMPANY RMH TELESERVICES, INC. By: /s/ John Fellows ----------------------------- Name: John Fellows ----------------------------- Title: President and CEO ----------------------------- EX-99.1 4 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 [GRAPHIC OMITTED] [GRAPHIC OMITTED] NEWS RELEASE For Immediate Release NCO GROUP AND RMH TELESERVICES SIGN AMENDED MERGER AGREEMENT HORSHAM, PA, and NEWTOWN SQUARE, PA, January 22, 2004 - NCO Group, Inc. ("NCO") (Nasdaq: NCOG), a leading provider of accounts receivable management and collection services, and RMH Teleservices, Inc. ("RMH") (Nasdaq: RMHT), a provider of customer relations management services, announced today that they have revised their previously announced merger agreement by which NCO will acquire RMH. The transaction is subject to a collar arrangement. Under the amended merger agreement, RMH shareholders will receive 0.2150 of NCO common stock for each RMH share, as long as NCO's stock price, based on NCO's twenty-day average stock price prior to closing, is valued between $18.75 and $26.75 per share, for a total consideration of between $65 million and $93 million. Within this range, the acquisition will be funded with approximately 3.5 million shares of NCO stock. The complete terms of the collar arrangement are set forth in the revised merger agreement between the parties which will be filed with the SEC shortly. The transaction is expected to be tax-free to RMH shareholders. 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. RMH provides customer relationship management services to major corporations in the technology, telecommunications, financial services, insurance, retail, transportation and logistics industries. RMH employs approximately 11,400 people and has approximately 7,900 workstations in 14 facilities throughout the United States, Canada, and the Philippines. The transaction is expected to be slightly accretive to NCO's earnings in 2004 and increasingly accretive to NCO's earnings in 2005 and beyond. The acquisition is expected to close during the first quarter of 2004 and is subject to customary closing conditions including approval by the shareholders of RMH. Certain shareholders of RMH holding approximately 38% of RMH's common stock, on a fully-diluted basis, have agreed to vote their shares in favor of the merger. The proposed merger will be submitted to RMH's shareholders for their consideration. NCO and RMH will file a proxy statement/prospectus and other relevant documents concerning the proposed transaction with the SEC. SHAREHOLDERS OF RMH ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, BEFORE MAKING ANY DECISION REGARDING THE MERGER. Shareholders of RMH will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about NCO or RMH, at the SEC's Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus can be obtained, without charge, by directing a request to NCO at 507 Prudential Road, Horsham, Pennsylvania 19044, or RMH at 15 Campus Boulevard, Newtown Square, Pennsylvania 19073. RMH and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of RMH in connection with the merger. Information about the directors and executive officers of RMH and their ownership of RMH common stock is set forth in the proxy statement, for RMH's 2003 annual meeting of shareholders, as filed with the SEC on a Schedule 14A. Additional information about the interests of those participants may be obtained from reading the definitive proxy statement/prospectus regarding the proposed merger when it becomes available. For further information: At NCO Group, Inc. Michael J. Barrist, Chairman and CEO Steven L. Winokur, EVP, Finance and CFO Paul E. Weitzel, Jr., EVP, Corporate Development and International Operations (215) 441-3000 www.ncogroup.com At RMH Teleservices, Inc. John R. Schwab, CFO (610) 325-3100 jschwab@rmh.com ______________________________________________ Certain statements in this press release, including, without limitation, statements as to the impact of acquisitions, statements as to NCO's, RMH's, or their respective 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 relating to acquisitions including possible unknown liabilities, the risk that NCO or RMH will not be able to implement its business strategy as and when planned, risks related to NCO's pending purchase of the minority interest of NCO Portfolio Management, Inc., risks related to the final outcome of NCO's environmental liability, risks related to past and possible future terrorists attacks, risks related to the economy, the risk that NCO or RMH will not be able to improve margins, risks relating to growth and future acquisitions, risks related to fluctuations in quarterly operating results, risks related to the timing of contracts, risks related to international operations, risks relating to any adverse impact of restating NCO's or RMH's historical financial statements and other risks detailed from time to time in NCO's and RMH's filings with the Securities and Exchange Commission, including the Annual Report of NCO and RMH on Form 10-K, as amended, can cause actual results and developments to be materially different from those expressed or implied by such forward-looking statements. NCO and RMH disclaim any intent or obligation to publicly update or revise any forward-looking statements, regardless of whether new information becomes available, future developments occur or otherwise. ______________________________________________ -----END PRIVACY-ENHANCED MESSAGE-----