8-K

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): July 24, 2006

                                NCO Group, Inc.
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             (Exact Name of Registrant as Specified in Its Charter)

    Pennsylvania                       0-21639                  23-2858652
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(State or other jurisdiction         (Commission             (IRS Employer
  of incorporation)                 File Number)          Identification No.)

507 Prudential Road, Horsham, Pennsylvania                           19044
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(Address of principal executive offices)                           (Zip Code)

Registrant's telephone number, including area code (215) 441-3000
                                                   --------------

                                 Not Applicable
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          (Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]      Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

[X]      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

[ ]      Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

[ ]      Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))





ITEM 8.01. OTHER EVENTS.

On July 24, 2006, the Company issued a press release announcing the execution of
a definitive merger agreement to be acquired by One Equity Partners and Michael
J. Barrist, Chairman, President and Chief Executive Officer of the Company,
which press release is filed as exhibit 99.1 hereto.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

NO.        DESCRIPTION
- --------   -----------

99.1       Press Release dated July 24, 2006.




                                   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.

Date: July 24, 2006                       By:    /s/ John R. Schwab
                                                -------------------------------
                                          Name:  John R. Schwab
                                          Title: Executive Vice President,
                                                 Finance and Chief Financial
                                                 Officer





                                  EXHIBIT INDEX


NO.     DESCRIPTION
- -----   -----------

99.1    Press Release dated July 24, 2006.

EX-99.1

                                                                    Exhibit 99.1


NCO Announces Definitive Agreement to be Acquired by One Equity Partners,
Joining Together with Michael J. Barrist, for $27.50 per Share. HORSHAM, PA,
JULY 24, 2006 - NCO GROUP, INC. ("NCO" OR THE "COMPANY") (NASDAQ: NCOG), a
leading provider of business process outsourcing services, announced today that
it had entered into a definitive agreement to be acquired by One Equity Partners
("OEP") and Michael J. Barrist, Chairman, President and Chief Executive Officer
of the Company, in a transaction valued at approximately $1.26 billion. Other
members of executive management will be given an opportunity to invest in the
surviving company and Mr. Barrist will continue as Chief Executive Officer.

Under the terms of the agreement, NCO shareholders will receive $27.50 in cash
for each share of NCO common stock they hold as of the effective date of the
merger. The price represents a 44 percent premium to the closing price of the
stock prior to the Company's May 16, 2006 announcement of the receipt of the
proposal from Mr. Barrist.

The merger agreement was negotiated on behalf of NCO by a special committee of
the Board of Directors composed entirely of independent members of the Board.
Upon the unanimous recommendation of the special committee, the Board of
Directors has approved the merger agreement and has recommended to NCO's
shareholders that they adopt the agreement.

The transaction is expected to be completed in the fourth quarter of 2006,
subject to receipt of shareholder approval and customary regulatory approvals as
well as satisfaction of other customary closing conditions.

Blank Rome LLP acted as legal counsel to NCO and Bass, Berry & Sims PLC acted as
legal counsel to the Special Committee. Credit Suisse acted as financial advisor
to the Special Committee.

Dechert LLP acted as legal counsel for OEP and Cleary Gottlieb Steen & Hamilton
LLP acted as legal counsel for Michael J. Barrist. Morgan Stanley & Co.
Incorporated and JPMorgan Chase & Co. acted as financial advisors to OEP.

ABOUT NCO GROUP, INC.

NCO Group, Inc. is a global provider of business process outsourcing services,
primarily focused on accounts receivable management and customer relationship
management. NCO provides services through 100 offices in the United States,
Canada, the United Kingdom, India, the Philippines, the Caribbean and Panama.

In connection with the proposed merger, NCO will file a proxy statement with the
Securities and Exchange Commission. SHAREHOLDERS ARE ADVISED TO READ THE PROXY
STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Shareholders may obtain a free copy of the proxy statement (when
available) and other documents filed by NCO at the Securities and Exchange
Commission's Web site at http://www.sec.gov. The proxy statement and such other
documents may also be obtained for free from NCO by directing such request to
NCO, Attention: Investor Relations, telephone: (215) 441-3000.




NCO and its directors, executive officers and other members of its management
and employees may be deemed to be participants in the solicitation of proxies
from its shareholders in connection with the proposed merger. Information
concerning the interests of NCO's participants in the solicitation is set forth
in NCO's proxy statements and Annual Reports on Form 10-K, previously filed with
the Securities and Exchange Commission, and in the proxy statement relating to
the merger when it becomes available.

ABOUT ONE EQUITY PARTNERS

One Equity Partners ("OEP") manages $5 billion of investments and commitments
for JPMorgan Chase & Co. in direct private equity transactions. Partnering with
management, OEP invests in transactions that initiate strategic and operational
changes in businesses to create long-term value. OEP's investment professionals
are located across North America and Europe, with offices in New York, Chicago
and Frankfurt.


For further information contact:


NCO INVESTOR RELATIONS
(215) 441-3000
www.ncogroup.com


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Certain statements in this press release, including, without limitation,
statements as to NCO's or 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, the risk that NCO will not be able to implement its business
strategy as and when planned, the risk that NCO will not be able to realize
operating efficiencies in the integration of its acquisitions or that the
restructuring charges will be greater than anticipated, risks related to union
organizing efforts at the Company's facilities, risks related to the ERP
implementation, risks related to the final outcome of the environmental
liability, risks related to past and possible future terrorists attacks, risks
related to the economy, the risk that NCO will not be able to improve margins,
risks relating to growth and acquisitions, including the acquisition of Risk
Management Alternatives, Inc., 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 for the year ended December 31, 2005, can cause actual results and
developments to be materially different from those expressed or implied by such
forward-looking statement. NCO may not be able to complete the proposed
transaction on the terms summarized above or other acceptable terms, or at all,
due to a number of factors, including the failure to obtain approval of its
shareholders, regulatory approvals or to satisfy other customary closing
conditions. The Company 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.

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