SC 13G 1 sc13g.txt SC 13G ------------------------------ OMB APPROVAL ------------------------------ OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response.............. 11 ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 NCO Portfolio Management, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 62885J108 -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2001 -------------------------------------------------------------------------------- (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) |X| 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). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a current valid OMB control number. Page 1 of 6 pages -------------------------------------------------------------------------------- Cusip No. 62885J108 --------- ---------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). NCO Group, Inc. 23-2858652 --------- ---------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |_| --------- ---------------------------------------------------------------------- 3. Sec Use Only --------- ---------------------------------------------------------------------- 4. Citizenship or Place of Organization Pennsylvania ------------------------ ------- ----------------------------------------------- Number Of Shares 5. Sole Voting Power Beneficially Owned By Each 8,600,317 (see Item 4) Reporting Person ------- ----------------------------------------------- With: 6. Shared Voting Power -0- ------- ----------------------------------------------- 7. Sole Dispositive Power 8,600,317 (see Item 4) ------- ----------------------------------------------- 8. Shared Dispositive Power -0- ------------------------ ------- ----------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 8,600,317 (see Item 4) --------- ---------------------------------------------------------------------- 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) (see Item 4) |X| --------- ---------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 63.3% (see Item 4) --------- ---------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) CO --------- ---------------------------------------------------------------------- Page 2 of 6 pages Item 1. (a) Name of Issuer NCO Portfolio Management, Inc. (the "Issuer") (b) Address of Issuer's Principal Executive Offices 1804 Washington Boulevard Department 200 Baltimore, MD 21230 Item 2. (a) Name of Person Filing NCO Group, Inc. (b) Address of Principal Business Office or, if none, Residence 507 Prudential Road Horsham, PA 19044 (c) Citizenship Pennsylvania (d) Title of Class of Securities Common Stock, par value $0.01 per share (e) CUSIP Number 62885J108 Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. Item 4. Ownership. (a) Amount beneficially owned: 8,600,317 (b) Percent of class: 63.3%(1) (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 8,600,317 -------- (1) Based on 13,576,519 shares outstanding as of February 6, 2004. Page 3 of 6 pages (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 8,600,317 (iv) Shared power to dispose or to direct the disposition of: 0 Pursuant to the Fifth Amended Plan of Reorganization (with technical amendments) dated December 21, 2000 (the "Plan") of Creditrust Corporation ("Creditrust") and related Second Amended and Restated Agreement and Plan of Merger dated as of September 20, 2000 ("Merger Agreement") among Creditrust, NCO Financial Systems, Inc., NCO Portfolio Management, Inc. (the "Issuer"), and NCO Group, Inc. (the "Reporting Person"), on February 22, 2001, Creditrust was merged into the Issuer. The Issuer was the surviving corporation in the merger and continued to operate as a Delaware corporation under the name "NCO Portfolio Management, Inc." After giving effect to the shares of the Issuer common stock issued to Creditrust shareholders and creditors and others pursuant to the Plan and the Merger Agreement (including the subsequent release of shares held in escrow under the Plan and the Merger Agreement), the Reporting Person owned 8,600,317 shares of the Issuer's common stock or approximately 63.3% of the outstanding common stock of the Issuer. Pursuant Rule 12g-3(c) under the Securities Exchange Act of 1934 (the "Exchange Act"), the Issuer's common stock was deemed to be registered under Section 12(g) of the Exchange Act immediately following the merger. The Issuer and the Reporting Person are parties to an Agreement and Plan of Merger dated December 12, 2003. Subject to the satisfaction of conditions precedent in the merger agreement, the Issuer will merge into a subsidiary of the Reporting Person and the stockholders of the Issuer, other than the Reporting Person, will receive 0.36187 shares of the Reporting Person's common stock, subject to adjustment, in exchange for each share of the common stock of the Issuer that they hold on the effective date of the merger. Upon completion of the merger, the Reporting Person will own all of the stock of the Issuer. Shares reported do not include shares of the Issuer's common stock beneficially owned by Michael J. Barrist, the Chairman of the Board, President and Chief Executive Officer of the Issuer and the Reporting Person. As of February 6, 2004, Mr. Barrist beneficially owned 382,217 shares of the Issuer's common stock and held options to purchase 150,000 shares of the Issuer's common stock. 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. Page 4 of 6 pages Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification Not applicable. Page 5 of 6 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. February 13, 2004 NCO Group, Inc. By: /s/ Michael J. Barrist ------------------------------------- Michael J. Barrist Chairman of the Board, President and Chief Executive Officer Page 6 of 6 pages