FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NCO GROUP INC [ NCOG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/06/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/06/2004 | M | 11,259 | A | $19.35 | 11,259(1) | D | |||
Common Stock | 05/06/2004 | M | 3,618 | A | $18.24 | 14,877(1) | D | |||
Common Stock | 05/06/2004 | M | 1,809 | A | $17.86 | 16,686(1) | D | |||
Common Stock | 05/06/2004 | S | 16,686 | D | $22.79 | 0(1) | D | |||
Common Stock | 05/07/2004 | M | 10,000 | A | $15.98 | 10,000(1) | D | |||
Common Stock | 05/07/2004 | S | 10,000 | D | $23.16 | 0(1) | D | |||
Common Stock | 537(2) | I | By 401(k) Plan |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $19.35 | 05/06/2004 | M | 11,259 | (3) | 03/28/2011 | Common Stock | 11,259 | $0 | 15,881 | D | ||||
Stock Option (Right to Buy) | $18.24 | 05/06/2004 | M | 3,618 | (4) | 12/14/2011 | Common Stock | 3,618 | $0 | 1,810 | D | ||||
Stock Option (Right to Buy) | $17.86 | 05/06/2004 | M | 1,809 | (5) | 02/05/2013 | Common Stock | 1,809 | $0 | 3,619 | D | ||||
Stock Option (Right to Buy) | $15.98 | 05/07/2004 | M | 10,000 | (6) | 12/06/2012 | Common Stock | 10,000 | $0 | 20,000 | D |
Explanation of Responses: |
1. Excludes 314,939 shares held in trust for which the reporting person is trustee or co-trustee, as to which the reporting person disclaims beneficial ownership. |
2. The information in this report is based on a plan statement dated April 2, 2004. |
3. One-third of these options became exercisable on each of March 28, 2002, March 28, 2003 and March 28, 2004. |
4. One-third of these options became exercisable on each of December 14, 2002 and December 14, 2003, and one-third will become exercisable on December 14, 2004. |
5. One-third of these options became exercisable on February 5, 2004, and one-third will become exercisable on each of February 5, 2005 and February 5, 2006. |
6. One-third of these options became exercisable on December 6, 2003, and one-third will become exercisable on each of December 6, 2004 and December 6, 2005. The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934 (as amended), the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person. |
Steven L. Winokur, by Power of Attorney | 05/11/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |