-----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, QfZWROY53nxx4L2V0YTCB+DRDJ8qmHJbRImmKzQy0sbedYOP/hCRtWHvu0Cs5jc2 4JFORot7kMPaLOO3L13vXg== 0000950116-04-001139.txt : 20040402 0000950116-04-001139.hdr.sgml : 20040402 20040402170805 ACCESSION NUMBER: 0000950116-04-001139 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040402 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040402 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: 04714815 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 form-8k.txt FORM-8K.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): April 2, 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 April 2, 2004, the Company issued a press release announcing that it completed the acquisition of RMH Teleservices, Inc. A copy of that press release is attached hereto as Exhibit 99.1. 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., NCOG Acquisition Corporation, and RMH Teleservices, Inc., dated as of November 18, 2003 (previously filed with Form 8-K filed on November 20, 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.) 2.2 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 (previously filed with Form 8-K on January 23, 2004). 2.3 Second Amendment to Agreement and Plan of Merger by and among NCO Group, Inc., NCOG Acquisition Corporation, and RMH Teleservices, Inc., dated as of March 1, 2004 (previously filed with Form 8-K on March 3, 2004). 99.1 Press Release of NCO Group, Inc. dated April 2, 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: April 2, 2004 EX-99 3 ex99-1.txt EX99-1.TXT Exhibit 99.1 [GRAPHIC OMITTED] NEWS RELEASE For Immediate Release NCO Group Completes acquisition of RMH Teleservices HORSHAM, PA, April 2, 2004, NCO Group, Inc. ("NCO") (Nasdaq: NCOG), a leading provider of accounts receivable management and collection services, reported today that it has completed the acquisition of RMH Teleservices, Inc. ("RMH") (Nasdaq: RMHT). RMH is a provider of customer relationship management services. RMH shareholders will receive 0.215 shares of NCO common stock for each share of RMH common stock. Based on the April 1, 2004 closing price of NCO common stock, RMH shareholders will receive $5.06 worth of NCO common stock for each share of RMH common stock. The transaction is expected to be tax free to the RMH shareholders. NCO issued approximately 3.4 million shares of NCO common stock to RMH's shareholders, which represents approximately 11.0% of NCO's outstanding common stock. The transaction is expected to be neutral to slightly accretive to NCO's earnings in 2004 and slightly accretive in 2005 and beyond. For further information contact: 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 ---------------------------------------------- Certain statements in this press release, including, without limitation, statements as to the impact of the acquisition, statements as to NCO's, or its 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 and integration, the risk that NCO will not be able to implement its business strategy as and when planned, risks related to the final outcome of the environmental liability, risks related to past and possible future terrorist attacks, risks related to the economy, the risk that NCO 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, and other risks detailed from time to time in NCO's filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K, can cause actual results and developments to be materially different from those expressed or implied by such forward-looking statements. NCO disclaims 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-----