SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13E-3
(AMENDMENT NO. 2)

RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

NCO GROUP, INC.
(Name of the Issuer)

NCO Group, Inc.
Michael J. Barrist
Collect Acquisition Corp.
Collect Holdings, Inc.
One Equity Partners II, L.P.
OEP General Partner II, L.P.
OEP Holding Corporation
(Name of Person(s) Filing Statement)

Common Stock, no par value per share
(Title of Class of Securities)

628858102
(CUSIP Number of Class of Securities)

NCO Group, Inc. Attention: John Schwab 507 Prudential Road Horsham, Pennsylvania 19044 (215) 441-3000	Michael J. Barrist c/o NCO Group, Inc. 507 Prudential Road Horsham, Pennsylvania 19044 (215) 441-3000	Collect Acquisition Corp., Collect Holdings, Inc., One Equity Partners II, L.P., OEP General Partner II, L.P., OEP Holding Corporation, c/o One Equity Partners II, L.P. 320 Park Avenue 18th Floor New York, NY 10022 Attention: Daniel Selmonosky and James Rubin (212) 277-1500
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Persons Filing Statement)

Copy to:

Lawrence Wiseman, Esq.
Francis Dehel, Esq.
Melissa Palat Murawsky, Esq.
Blank Rome LLP
One Logan Square
Philadelphia, PA 19103
(215) 569-5500 Robert J. Raymond, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2662 Bob F. Thompson, Esq.
Bass, Berry & Sims PLC
AmSouth Center
315 Deaderick Street, Suite 2700
Nashville, TN 37238
(615) 742-6200 Carmen J. Romano, Esq.
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, PA 19104
(215) 994-4000

This statement is filed in connection with (check the appropriate box):

	a.	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934 (the “Act”).
	b.	The filing of a registration statement under the Securities Act of 1933.
	c.	A tender offer.
	d.	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:

Check the following box if the filing is a final amendment reporting the results of the transaction:

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
$ 922,125,065.21	$98,668

* Calculated solely for purposes of determining the filing fee. The transaction value was determined by adding (a) the product of 32,403,082 shares of Common Stock that are proposed to be acquired in the merger multiplied by the merger consideration of $27.50 per share, plus (b) $22,234,158.97, the amount expected to be paid to holders of outstanding stock options to purchase shares of Common Stock with an exercise price of less than $27.50 per share, plus (c) $7,682,757.50, the amount expected to be paid to holders of 279,373 outstanding restricted stock units, plus (d) $1,123,393.74, the amount expected to be paid to holders of outstanding warrants to purchase shares of Common Stock with an exercise price of less than $27.50 per share.

** The filing fee, calculated in accordance with Exchange Act Rule 0-11, and Fee Advisory #5 for Fiscal Year 2006, was calculated by multiplying the transaction value by 0.0107%.

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) under the Act and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $ 98,668

Form or Registration No.: Schedule 14A

Filing Party: NCO Group, Inc.

Date Filed: August 14, 2006

Introduction

     This Amendment No. 2 to Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (the “Statement”), is being filed with the Securities and Exchange Commission by (1) NCO Group, Inc., a Pennsylvania corporation (the “Company” or “NCO”), the issuer of common stock, no par value per share (the “Common Stock”), that is subject to the Rule 13e-3 transaction, (2) Michael J. Barrist, the Chairman and Chief Executive Officer of the Company, (3) One Equity Partners II, L.P., a Cayman Islands limited partnership (“OEP”), (4) Collect Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of OEP (“Parent”), (5) Collect Acquisition Corp., a Pennsylvania corporation and wholly-owned subsidiary of Parent (“Acquisition”), (6) OEP General Partner II, L.P., a Cayman Islands limited partnership and general partner of OEP, and (7) OEP Holding Corporation, a Delaware corporation and general partner of OEP General Partner II, L.P. (together with the Company, Mr. Barrist, Acquisition, Parent, OEP and OEP General Partner II, L.P., the “Filing Persons”).

     Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 21, 2006, among the Company, Parent and Acquisition, Acquisition will merge with and into the Company, and the Company will continue as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). All of NCO’s and Acquisition’s rights and obligations will become those of the surviving corporation. At the effective time of the Merger, each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger will automatically be cancelled and converted into the right to receive $27.50 in cash, without interest, other than shares held in the treasury of the Company, owned by Parent (including shares contributed to Parent in exchange for equity securities of Parent by members of NCO’s current senior management and in the case of Mr. Barrist, members of his family and trusts for his and their benefit, who are invited to and elect to invest in Parent) or owned by Acquisition, all of which will be canceled without any payment. We refer to members of NCO’s current senior management who will contribute shares of NCO common stock to Parent in exchange for equity securities of Parent or who otherwise purchase equity securities of Parent in connection with the consummation of the Merger, including Mr. Barrist and those of his family members and trusts who contribute a portion of their shares of NCO common stock, as “management participants.”

     The Merger Agreement also provides that all of NCO’s outstanding options that permit such treatment (or are held by option holders who have agreed to such treatment) will be canceled and, whether or not vested, each holder thereof will receive a payment in cash equal to the product of (i) the excess, if any, of $27.50 over the exercise price per share of Common Stock subject to such option, multiplied by (ii) the number of shares of Common Stock subject to such option as of the effective time of the Merger, less applicable withholding taxes. NCO’s stock options that do not permit such treatment (and whose holders have not otherwise agreed to such treatment) will remain outstanding after the Merger; provided that, from and after the effective time of the Merger, such options shall be exercisable, upon payment of the applicable exercise price, solely for a payment in cash from the surviving corporation equal to $27.50 multiplied by the number of shares of Common Stock for which such option is both exercisable and being exercised, less applicable withholding taxes. All outstanding restricted stock units (“RSUs”) will be canceled as of the effective time of the Merger and each holder of an RSU, whether or not vested, will be entitled to receive a payment in cash, without interest, equal to $27.50 multiplied by the total number of shares of Common Stock subject to such RSU as of the effective time of the Merger, less any applicable tax withholding. Each warrant to purchase Common Stock will, as of the effective time of the Merger, be exercisable upon payment of the applicable exercise price solely for a payment in cash from the surviving corporation equal to $27.50 multiplied by the total number of shares of Common Stock subject to such warrant.

     Except for the management participants, no current shareholder of NCO will, directly or indirectly, have any ownership interest in, or be a shareholder of, NCO after the completion of the Merger. As a result, NCO’s current shareholders (other than the management participants, indirectly through their interest in Parent) will not benefit from any future increase in NCO’s value, nor will they bear the risk of any future decrease in NCO’s value.

     Concurrently with the filing of this Schedule 13E-3, NCO is filing with the Securities and Exchange Commission a preliminary Proxy Statement (the “Proxy Statement”) under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to a special meeting of NCO’s shareholders at which NCO’s shareholders will consider and vote upon, among other things, a proposal to adopt the Merger Agreement. At the special meeting, the adoption of the Merger Agreement requires the affirmative vote of each of (i) a majority of the votes cast by all shareholders entitled to vote, (ii) a majority of the votes cast by all shareholders entitled to vote (other than management participants), voting as a separate class, and (iii) a majority of the votes cast by all management participants, voting as a separate class. Mr. Barrist has agreed to vote “FOR” the adoption of the Merger Agreement. If other current members of senior management become management participants, their rollover agreements will require them to agree to vote “FOR” the adoption of the Merger Agreement.

     The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. The information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each Item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement.

     All information contained in this Statement concerning any of the Filing Persons has been provided by such Filing Person and no other Filing Person, including NCO, takes responsibility for the accuracy of any information not supplied by such Filing Person.

     The filing of this Statement shall not be construed as an admission by any Filing Person or by any affiliate of a Filing Person, that NCO is “controlled” by any other Filing Person, or that any other Filing Person is an “affiliate” of NCO within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act.

Item 1.     Summary Term Sheet

Regulation M-A Item 1001

The information set forth in the Proxy Statement under the caption “SUMMARY TERM SHEET” is incorporated herein by reference.

Item 2.     Subject Company Information

Regulation M-A Item 1002

(a) Name and Address. The Company’s name and the address and telephone number of its principal executive offices are as follows:

     NCO Group, Inc.

     507 Prudential Road

     Horsham, Pennsylvania 19044

     (215) 441-3000

(b) Securities. The information set forth in the Proxy Statement under the caption “THE SPECIAL MEETING – Record Date, Quorum and Voting Power” is incorporated herein by reference.

(c) Trading Market and Price. The information set forth in the Proxy Statement under the caption “MARKET PRICES AND DIVIDEND INFORMATION” is incorporated herein by reference.

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(d) Dividends. The information set forth in the Proxy Statement under the caption “MARKET PRICES AND DIVIDEND INFORMATION” is incorporated herein by reference.

(e) Prior Public Offerings. None.

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the caption “TRANSACTIONS IN SHARES OF NCO COMMON STOCK” is incorporated herein by reference.

Item 3.     Identity and Background of Filing Person(s)

Regulation M-A Item 1003

(a) Name and address. The information set forth in the Proxy Statement under the following captions and in Schedule I to this Statement is incorporated herein by reference:

“SUMMARY TERM SHEET”

“THE PARTIES INVOLVED IN THE MERGER”

“INFORMATION REGARDING THE TRANSACTION PARTICIPANTS”

(b) Business and background of entities. The information set forth in the Proxy Statement under the following captions and in Schedule I to this Statement is incorporated herein by reference:

“SUMMARY TERM SHEET”

“THE PARTIES INVOLVED IN THE MERGER”

“INFORMATION REGARDING THE TRANSACTION PARTICIPANTS”

(c) Business and background of natural persons. The information set forth in the Proxy Statement under the caption “INFORMATION REGARDING THE TRANSACTION PARTICIPANTS” and in Schedule I to this Statement is incorporated herein by reference.

Item 4.     Terms of the Transaction

Regulation M-A Item 1004

(a) (1) Material terms. Tender offers. Not applicable.

(2) Material terms. Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“THE SPECIAL MEETING – Required Vote”

“SPECIAL FACTORS”

“THE MERGER AGREEMENT”

ANNEX A – Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc.

(c) Different terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Certain Effects of the Merger”

“SPECIAL FACTORS – Interests of Executive Officers and Directors in the Merger”

“THE MERGER AGREEMENT – Treatment of NCO Stock, Stock Options, RSUs and Warrants”

“ROLLOVER AGREEMENT”

(d) Appraisal rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“THE SPECIAL MEETING – Absence of Dissenters’ Rights”

“NO DISSENTERS’ RIGHTS”

(e) Provisions for unaffiliated security holders. The information set forth in the Proxy Statement under “SPECIAL FACTORS – Background of the Merger” is incorporated herein by reference. There have been no other provisions in connection with this transaction to grant unaffiliated security holders access to the corporate files of the Filing Persons or to obtain counsel or appraisal services at the expense of the Filing Persons.

(f) Eligibility for listing or trading. Not applicable.

Item 5.     Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A 1005

(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Interests of Executive Officers and Directors in the Merger”

“PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS”

“TRANSACTIONS IN SHARES OF NCO COMMON STOCK”

During the past two years, none of JPMorgan Chase & Co. or its executive officers or directors has been involved in a transaction (a) with NCO or any of its affiliates that are not natural persons where the aggregate value of the transaction exceeded more than 1% of NCO’s consolidated revenues during the fiscal year in which the transaction occurred, or during the past portion of the current fiscal year if the transaction occurred in the current fiscal year or (b) with any executive officer, director or affiliate of NCO that is a natural person where the aggregate value of the transaction or series of similar transactions with such person exceeded $60,000.

(b) Significant corporate events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

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“SPECIAL FACTORS – Interests of Executive Officers and Directors in the Merger”

“THE MERGER AGREEMENT”

“PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS”

ANNEX A – Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc.

There have not been any negotiations, transactions or material contacts during the past two years concerning any merger, consolidation, acquisition, tender offer or other acquisition of any class of NCO’s securities, election of NCO’s directors or sale or other transfer of a material amount of NCO’s assets between NCO or any of its affiliates, on the one hand, and JPMorgan Chase & Co. or its executive officers or directors, on the other hand.

(c) Negotiations or contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Background of the Merger”

“INFORMATION REGARDING THE TRANSACTION PARTICIPANTS”

“PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS”

(e) Agreements involving the subject company’s securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Interests of Executive Officers and Directors in the Merger”

“THE MERGER AGREEMENT”

“ROLLOVER AGREEMENT”

“INFORMATION REGARDING THE TRANSACTION PARTICIPANTS”

“PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS”

“TRANSACTIONS IN SHARES OF NCO COMMON STOCK”

“COMMON STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS”

ANNEX A – Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc.

     There are no agreements, arrangements or understandings with respect to NCO securities between JPMorgan Chase & Co. or its excecutive officers and directors and any other person.

Item 6.     Purpose of the Transaction and Plans or Proposals

     Therefore no agreements or understandings with respect to NCO securities between JPMorgan Chase & Co. or its executive officers and directors and any other person.

Regulation M-A Item 1006

(b) Use of securities acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

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“SPECIAL FACTORS – Purposes and Reasons for the Merger and Plans for NCO after the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger”

“THE MERGER AGREEMENT – Structure”

“THE MERGER AGREEMENT – Treatment of NCO Stock, Stock Options, RSUs and Warrants”

ANNEX A – Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc.

(c) (1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Purposes and Reasons for the Merger and Plans for NCO after the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger”

“SPECIAL FACTORS – Financing”

“SPECIAL FACTORS – Interests of Executive Officers and Directors in the Merger”

“THE MERGER AGREEMENT”

“ROLLOVER AGREEMENT”

ANNEX A – Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc.

Item 7.     Purposes, Alternatives, Reasons and Effects

Regulation M-A Item 1013

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Recommendations of NCO’s Special Committee and NCO’s Board of Directors”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

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“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

“SPECIAL FACTORS – Purposes and Reasons for the Merger and Plans for NCO after the Merger”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

“SPECIAL FACTORS – Purposes and Reasons for the Merger and Plans for NCO after the Merger”

“SPECIAL FACTORS – Effects on NCO if the Merger is Not Completed”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Recommendations of NCO’s Special Committee and NCO’s Board of Directors”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

“SPECIAL FACTORS – Position of Michael J. Barrist Regarding Fairness of the Merger”

“SPECIAL FACTORS – Purposes and Reasons for the Merger and Plans for NCO after the Merger”

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Purposes and Reasons for the Merger and Plans for NCO after the Merger”

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“SPECIAL FACTORS – Certain Effects of the Merger”

“SPECIAL FACTORS – Effects on NCO if the Merger is Not Completed”

“SPECIAL FACTORS” – Interests of Executive Officers and Directors in the Merger”

“SPECIAL FACTORS – Material U.S. Federal Income Tax Consequences of the Merger”

“THE MERGER AGREEMENT”

“ROLLOVER AGREEMENT”

ANNEX A – Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc.

Item 8.     Fairness of the Transaction

Regulation M-A Item 1014

(a) Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Recommendations of NCO’s Special Committee and NCO’s Board of Directors”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

“SPECIAL FACTORS – Position of Michael J. Barrist Regarding Fairness of the Merger”

“SPECIAL FACTORS – Position of the OEP Filers Regarding Fairness of Merger”

“SPECIAL FACTORS – Certain Financial Projections”

(b) Factors considered in determining fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Recommendations of NCO’s Special Committee and NCO’s Board of Directors”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“SPECIAL FACTORS – Opinion of the Special Committee’s Financial Advisor”

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“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

“SPECIAL FACTORS – Position of Michael J. Barrist Regarding Fairness of the Merger”

“SPECIAL FACTORS – Position of the OEP Filers Regarding Fairness of the Merger”

“SPECIAL FACTORS – Certain Financial Projections”

“SPECIAL FACTORS – Interests of Executive Officers and Directors in the Merger”

Annex B – Opinion of Credit Suisse Securities (USA) LLC

(c) Approval of security holders. The merger requires the approval by a majority of the votes cast by all of NCO’s shareholders (other than management participants), voting as a separate class. The filing persons believe that the requirement provides procedural safeguards similar to a requirement that a transaction be approved by a vote of a majority of the unaffiliated shareholders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“THE SPECIAL MEETING – Record Date, Quorum and Voting Power”

“THE SPECIAL MEETING – Required Vote”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“THE MERGER AGREEMENT”

ANNEX A – Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc.

(d) Unaffiliated representative. An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

“SPECIAL FACTORS – Position of Michael J. Barrist Regarding Fairness of the Merger”

“SPECIAL FACTORS – Position of the OEP Filers Regarding Fairness of the Merger”

(e) Approval of directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Background of the Merger”

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“SPECIAL FACTORS – Recommendations of NCO’s Special Committee and NCO’s Board of Directors”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

“SPECIAL FACTORS – Interests of Executive Officers and Directors in the Merger”

“THE MERGER AGREEMENT”

ANNEX A – Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc.

(f) Other offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

Item 9.     Reports, Opinions, Appraisals and Certain Negotiations

Regulation M-A Item 1015

(a) Report, opinion or appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“SPECIAL FACTORS – Opinion of the Special Committee’s Financial Advisor”

“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

“SPECIAL FACTORS – Position of Michael J. Barrist Regarding Fairness of the Merger”

“SPECIAL FACTORS – Position of the OEP Filers Regarding Fairness of the Merger”

“THE MERGER AGREEMENT – Representations and Warranties”

Annex B – Opinion of Credit Suisse Securities (USA) LLC

(b) Preparer and summary of the report, opinion or appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

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“SPECIAL FACTORS – Opinion of the Special Committee’s Financial Advisor”

“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

“SPECIAL FACTORS – Position of Michael J. Barrist Regarding Fairness of the Merger”

“SPECIAL FACTORS – Position of the OEP Filers Regarding Fairness of the Merger”

“THE MERGER AGREEMENT – Representations and Warranties”

Annex B – Opinion of Credit Suisse Securities (USA) LLC

(c) Availability of documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of Common Stock or representative who has been so designated in writing. The full text of the written opinion of Credit Suisse Securities (USA) LLC, dated July 21, 2006, is attached to the Proxy Statement as Annex B and is incorporated herein by reference. The presentation, dated July 21, 2006, of Credit Suisse Securities (USA) LLC to the Special Committee of the Board of Directors of the Company is set forth as Exhibit (c)(2) and is incorporated herein by reference. The preliminary presentation, dated July 13, 2006, of Credit Suisse Securities (USA) LLC to the Special Committee of the Board of Directors of the Company is set forth as Exhibit (c)(3) and is incorporated herein by reference. The preliminary presentation, dated April 27, 2006, of Credit Suisse Securities (USA) LLC to the Board of Directors of the Company is set forth as Exhibit (c)(4) and is incorporated herein by reference. The preliminary presentation, dated March 22, 2006, of Credit Suisse Securities (USA) LLC to the Board of Directors of the Company is set forth as Exhibit (c)(5) and is incorporated herein by reference.

Item 10.     Source and Amounts of Funds or Other Consideration

Regulation M-A Item 1007

(a) Source of funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Financing”

“SPECIAL FACTORS – Fees and Expenses”

“THE MERGER AGREEMENT”

“ROLLOVER AGREEMENT”

ANNEX A – Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc.

(b) Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger”

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“SPECIAL FACTORS – Financing”

“THE MERGER AGREEMENT”

ANNEX A – Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc.

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“THE SPECIAL MEETING – Expenses of Proxy Solicitation”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Financing”

“SPECIAL FACTORS – Fees and Expenses”

“THE MERGER AGREEMENT – Termination Fees and Expenses”

ANNEX A – Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc.

(d) Borrowed funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Financing”

ANNEX A – Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc.

Item 11.     Interest in Securities of the Subject Company

Regulation M-A Item 1008

(a) Securities ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Interests of Executive Officers and Directors in the Merger”

“INFORMATION REGARDING THE TRANSACTION PARTICIPANTS”

“COMMON STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS”

As of September 20, 2006, JPMorgan Chase & Co. beneficially owned 70,796 shares of NCO common stock, which shares constitute less than 1% of the outstanding common stock of NCO. Such shares are held by the subsidiaries of JPMorgan Chase & Co. in the respective amounts set forth in Schedule II to this Statement. To the knowledge of JPMorgan Chase & Co., as of October 5, 2006, none of its associates, executive officers or directors or the associates of its executive officers and directors beneficially owns any shares of NCO common stock.

-12-

(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“INFORMATION REGARDING THE TRANSACTION PARTICIPANTS”

“TRANSACTIONS IN SHARES OF NCO COMMON STOCK”

     There have not been any transactions in NCO’s common stock in the last 60 days by JP Morgan Chase & Co. or any of its executive officers or directors.

Item 12.     The Solicitation or Recommendation

Regulation M-A Item 1012

(d) Intent to tender or vote in a going-private transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“THE SPECIAL MEETING – Required Vote”

“THE SPECIAL MEETING – Voting by Current Executive Officers and Directors”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

“SPECIAL FACTORS – Purposes and Reasons for the Merger and Plans for NCO after the Merger”

“SPECIAL FACTORS – Interests of Executive Officers and Directors in the Merger”

“ROLLOVER AGREEMENT”

(e) Recommendations of others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Recommendations of NCO’s Special Committee and NCO’s Board of Directors”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

“SPECIAL FACTORS – Position of Michael J. Barrist Regarding Fairness of the Merger”

“SPECIAL FACTORS – Position of the OEP Filers Regarding Fairness of the Merger”

“SPECIAL FACTORS – Purposes and Reasons for the Merger and Plans for NCO after the Merger”

-13-

“ROLLOVER AGREEMENT”

Item 13.     Financial Information

Regulation M-A Item 1010

(a) Financial information. The audited financial statements of NCO Group, Inc. for the years ending December 31, 2005 and 2004 are incorporated herein by reference to NCO Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005 and the unaudited financial statements for the quarters ended March 31, 2006 and June 30, 2006 are incorporated herein by reference to NCO Group, Inc.’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006, respectively. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY FINANCIAL INFORMATION”

“WHERE YOU CAN FIND MORE INFORMATION”

(b) Pro Forma Information. Not applicable.

Item 14.     Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A Item 1009

(a) Solicitations or recommendations. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“THE SPECIAL MEETING – Voting by Current Executive Officers and Directors”

“THE SPECIAL MEETING – Expenses of Proxy Solicitation”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Recommendations of NCO’s Special Committee and NCO’s Board of Directors”

“SPECIAL FACTORS – Interests of Executive Officers and Directors in the Merger”

“SPECIAL FACTORS – Fees and Expenses”

(b) Employees and corporate assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“THE SPECIAL MEETING – Voting by Current Executive Officers and Directors”

-14-

“THE SPECIAL MEETING – Expenses of Proxy Solicitation”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Recommendations of NCO’s Special Committee and NCO’s Board of Directors”

“SPECIAL FACTORS – Interests of Executive Officers and Directors in the Merger”

“SPECIAL FACTORS – Fees and Expenses”

Item 15.     Additional Information

Regulation M-A Item 1011

(b) Other material information. The information set forth in the Proxy Statement and annexes thereto filed contemporaneously herewith is incorporated in its entirety herein by reference.

Item 16.     Exhibits

Regulation M-A Item 1016

(a)(1)	Preliminary Proxy Statement of NCO Group, Inc. on Schedule 14A filed by NCO Group, Inc. with the Securities and Exchange Commission on October 6, 2006, (the “Disclosure Statement”), incorporated by reference herein.
(a)(2)	Letter to Shareholders of NCO Group, Inc., incorporated herein by reference to the Disclosure Statement.
(a)(3)	Notice of Special Meeting of Shareholders of NCO Group, Inc., incorporated herein by reference to the Disclosure Statement.
(a)(4)	Form of proxy card, incorporated herein by reference to the Disclosure Statement.
(a)(5)	Press release issued by NCO Group, Inc., dated as of July 24, 2006, incorporated herein by reference to the Current Report on Form 8-K filed by NCO Group, Inc. with the Securities and Exchange Commission on July 24, 2006.
(a)(6)	Press release issued by NCO Group, Inc., dated as of July 31, 2006, incorporated herein by reference to the Current Report on Form 8-K filed by NCO Group, Inc., with the Securities and Exchange Commission on August 1, 2006.
(a)(7)	Letter to Employees of NCO Group, Inc., incorporated herein by reference to the soliciting materials pursuant to § 240.14a–12 filed by NCO Group, Inc. with the Securities and Exchange Commission on July 28, 2006.
(a)(8)	Press Release issued by NCO Group, Inc., dated as of August 15, 2006, incorporated herein by reference to the Current Report on Form 8-K filed by NCO Group, Inc., with the Securities and Exchange Commission on August 16, 2006.

-15-

(b)(1)	Equity Commitment Letter, dated as of July 21, 2006, between One Equity Partners II, L.P. and Collect Holdings, Inc.*
(b)(2)	Debt Commitment Letter, dated July 18, 2006, among Morgan Stanley Senior Funding, Inc., J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A. and One Equity Partners II, L.P.*
(b)(3)	Amendment to Debt Commitment Letter, dated August 2, 2006, among Morgan Stanley Senior Funding, Inc., Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A. and One Equity Partners II, L.P.*
(c)(1)	Opinion of Credit Suisse Securities (USA) LLC, dated July 21, 2006, incorporated herein by reference to Annex B to the Disclosure Statement.
(c)(2)	Presentation of Credit Suisse Securities (USA) LLC to the Special Committee of the Board of Directors of NCO Group, Inc., dated July 21, 2006.*
(c)(3)	Preliminary Presentation of Credit Suisse Securities (USA) LLC to the Special Committee of the Board of Directors of NCO Group, Inc., dated July 13, 2006.*
(c)(4)	Preliminary Presentation of Credit Suisse Securities (USA) LLC to the Board of Directors of NCO Group, Inc., dated April 27, 2006.
(c)(5)	Preliminary Presentation of Credit Suisse Securities (USA) LLC to the Board of Directors of NCO Group, Inc., dated March 22, 2006.
(d)(1)	Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc., incorporated herein by reference to Annex A to the Disclosure Statement.
(d)(2)	Rollover Agreement, dated as of July 21, 2006, by and among Collect Holdings, Inc., Michael Barrist and the other individuals and entities party thereto.*
(d)(3)	Irrevocable Proxy Agreement by and between Annette H. Barrist and Michael J. Barrist.**
(f)	Not applicable.
(g)	None.

____________________________

* Previously filed on August 14, 2006.

** Previously filed on September 22, 2006.

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SIGNATURES

     After due inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of October 6, 2006.

NCO GROUP, INC.
By:	/s/ John R. Schwab
Name:	John R. Schwab
Title:	Executive Vice President,
	Finance and Chief Financial Officer
MICHAEL J. BARRIST
By:	/s/ Michael J. Barrist
	Michael J. Barrist

COLLECT ACQUISITION CORP.
By:	/s/ Daniel J. Selmonosky
Name:	Daniel J. Selmonosky
Title:	President and Treasurer
COLLECT HOLDINGS, INC.
By:	/s/ Daniel J. Selmonosky
Name:	Daniel J. Selmonosky
Title:	President and Treasurer
ONE EQUITY PARTNERS II, L.P.
By:	OEP GENERAL PARTNER II, L.P., its General Partner
By:	OEP HOLDING CORPORATION, its General Partner
	By:	/s/ Daniel J. Selmonosky
	Name:	Daniel J. Selmonosky
	Title:	Managing Director
OEP GENERAL PARTNER II, L.P.
By:	OEP HOLDING CORPORATION, its General Partner
	By:	/s/ Daniel J. Selmonosky
	Name:	Daniel J. Selmonosky
	Title:	Managing Director
OEP HOLDING CORPORATION
By:	/s/ Daniel J. Selmonosky
Name:	Daniel J. Selmonosky
Title:	Managing Director

-17-

SCHEDULE I. INFORMATION REGARDING JPMORGAN CHASE & CO.

     JPMorgan Chase & Co., a Delaware corporation (“JPMC”), is a diversified financial services firm. One Equity Partners II, L.P., OEP General Partner II, L.P. and OEP Holding Corporation are indirect subsidiaries of JPMC. JPMC’s principal executive officers are located at 270 Park Avenue, New York, New York 10020.

     Set forth below for each executive officer and director of JPMC is his or her respective principal occupation or employment, the name of the corporation or other organization in which such occupation or employment is conducted and the five-year employment history of each such director and executive officer. Each person identified below is a United States citizen. During the last five years, none of JPMC’s executive officers or directors has been (a) convicted in a criminal proceeding (excluding traffic violations and misdemeanors), or (b) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of a violation of federal or state securities laws.

     The principal address of each director and executive officer listed below is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10020.

     Unless otherwise indicated below, each executive officer and director of JPMC listed below has held the employment position set forth below since at least October 2001.

     William B. Harrison, Jr. – Chairman of the Board. Mr. Harrison has been Chairman of the board of directors of JPMC since December 31, 2005, prior to which he was Chairman and Chief Executive Officer of JPMC from November 2001. He was President and Chief Executive Officer of JPMC from December 2000 until November 2001 and Chairman and Chief Executive Officer of The Chase Manhattan Corporation from January 2000 through its merger with J.P. Morgan & Co. in December 2000.

     James Dimon – President, Chief Executive Officer and Director. Mr. Dimon has been President and Chief Executive Officer of JPMC since December 31, 2005, prior to which he was President and Chief Operating Officer of JPMC since JPMC’s merger with Bank One Corporation in July 2004. Prior to the merger, Mr. Dimon had been Chairman and Chief Executive Officer of Bank One Corporation since March 2000.

     Austin A. Adams – Chief Information Officer. Mr. Adams has been Chief Information Officer of JPMC since JPMC’s merger with Bank One Corporation in July 2004, prior to which Mr. Adams had been Chief Information Officer of Bank One Corporation since March 2001. Before joining Bank One Corporation, he had been Chief Information Officer at First Union Corporation (now known as Wachovia Corp.).

     Frank Bisignano – Chief Administrative Officer. Mr. Bisignano has been Chief Administrative Officer of JPMC since December 2005, prior to which he had been Chief Executive Officer of Citigroup Inc.’s Global Transaction Services from 2002 until December 2005 and Chief Administrative Officer of Citigroup Inc.’s Global Corporate and Investment Bank from 2000 until 2002.

     Steven D. Black – Co-Chief Executive Officer, Investment Bank. Mr. Black has been Co-Chief Executive Officer the Investment Bank business segment at JPMC, since March 2004, prior to which he had been Deputy Head of the Investment Bank business segment at JPMC since January 2001 and Head of Institutional Equities business segment at JPMC since 2000.

-18-

     Michael J. Cavanagh – Chief Financial Officer. Mr. Cavanagh has been Chief Financial Officer of JPMC since September 2004, prior to which he had been Head of Middle Market Banking at JPMC. Prior to JPMC’s merger with Bank One Corporation in July 2004, he had been Chief Administrative Officer of Commercial Banking from February 2003, Chief Operating Officer for Middle Market Banking from August 2003, Treasurer from 2001 until 2003, and Head of Strategy and Planning from May 2000 until 2001, at Bank One Corporation.

     John J. Bradley – Director of Human Resources. Mr. Bradley has been Director of Human Resources of JPMC since December 2005. He had been Head of Human Resources for the Europe and Asia regions of JPMC from April 2003 until December 2005, prior to which he was Human Resources executive for Technology and Operations since 2002 and was responsible for human resources integration efforts in 2001. Prior to the merger of J.P. Morgan & Co. and The Chase Manhattan Corporation in December 2000, he had been Co-Head of Global Human Resources at J.P. Morgan & Co. Incorporated.

     Ina R. Drew – Chief Investment Officer. Ms. Drew has been Chief Investment Officer of JPMC since February 2005, prior to which she was Head of Global Treasury. Ms. Drew is also a director of OEP Holding Corporation.

     Samuel Todd Maclin – Head, Commercial Banking. Mr. Maclin has been Head of Commercial Banking at JPMC since July 2004, prior to which he had been Chairman and CEO of the Texas Region and Head of Middle Market Banking at JPMC.

     Jay Mandelbaum – Head, Strategy and Business Development. Mr. Mandelbaum has been Head of Strategy and Business Development of JPMC. Prior to JPMC’s merger with Bank One Corporation in July 2004, he had been Head of Strategy and Business Development since September 2002 at Bank One Corporation. Prior to joining Bank One Corporation, he had been Vice Chairman and Chief Executive Officer of the Private Client Group of Citigroup Inc. subsidiary, Salomon Smith Barney, from September 2000 until August 2002. Ms. Mandelbaum is also a director of OEP Holding Corporation.

     Heidi Miller – Chief Executive Officer, Treasury & Securities Services. Ms. Miller has been Chief Executive Officer of Treasury & Securities Services of JPMC. Prior to JPMC’s merger with Bank One Corporation in July 2004, she had been Chief Financial Officer at Bank One Corporation since March 2002. Prior to joining Bank One Corporation, she had been Vice Chairman of Marsh, Inc. from January 2001 until March 2002. Ms. Miller is also a director of OEP Holding Corporation.

     Charles W. Scharf – Head, Retail Financial Services. Mr. Scharf has been Head of Retail Financial Services of JPMC. Prior to JPMC’s merger with Bank One Corporation in July 2004, he had been Head of Retail Banking from May 2002, prior to which he was Chief Financial Officer from June 2000, at Bank One Corporation.

     Richard J. Srednicki – Chief Executive Officer, Card Services. Mr. Srednicki has been Chief Executive Officer of Card Services of JPMC since July 2004, prior to which he was Executive Vice President of Chase Cardmember Services.

     James E. Staley – Global Head, Asset & Wealth Management. Mr. Staley has been Global Head of Asset & Wealth Management of JPMC since 2001, prior to which he had been Head of the Private Bank at J.P. Morgan & Co. Incorporated.

     Don M. Wilson III – Chief Risk Officer. Mr. Wilson has been Chief Risk Officer of JPMC. He had been Co-Head of Credit & Rate Markets of JPMC from 2001 until July 2003, prior to which he headed the Global Trading Division of JPMC.

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     William T. Winters – Co-Chief Executive Officer, Investment Bank. Mr. Winter has been Co-Chief Executive Officer of the Investment Bank since March 2004, prior to which he had been Deputy Head of the Investment Bank and Head of Credit & Rate Markets. He had been Head of Global Markets at J.P. Morgan & Co. Incorporated.

     John H. Biggs – Director. Mr. Biggs has been a member of the board of directors of JPMC since 2003. He served as the Chairman and Chief Executive Officer of TIAA – CREF from 1993 until November 2002. Mr. Biggs is also a member of the boards of directors of The Boeing Company and the National Bureau of Economic Research. He is a Trustee of The Danforth Foundation, The Santa Fe Opera and Washington University. He is Chairman of the Board of The J. Paul Getty Trust and Emeriti.

     Stephen B. Burke – Director. Mr. Burke has been a member of the board of directors of JPMC since 2003. Prior to JPMC’s merger with Bank One Corporation in July 2004, Mr. Burke had been a member of the board of directors of Bank One Corporation since 2003. He also has been President of Comcast Cable Communications, Inc. since 1998. Mr. Burke also serves as Vice Chairman of The Children’s Hospital of Philadelphia.

     James S. Crown – Director. Mr. Crown has been a member of the board of directors of JPMC since 1991. He has been President of Henry Crown and Company since 2003, prior to which he served as Vice President of Henry Crown and Company since 1985. He had been a member of the board of directors of Bank One Corporation from 1991 until its merger with JPMC in July 2004. Mr. Crown is also a member of the boards of directors of General Dynamics Corporation and Sara Lee Corporation. He is Chairman of the Board of Trustees for the University of Chicago and a trustee of the Museum of Science and Industry and the Orchestral Association.

     Ellen V. Futter – Director. Ms. Futter has been a member of the board of directors of JPMC since 1997. Ms. Futter has been President of American Museum of Natural History since November 1993. She had been a member of the board of directors of J.P. Morgan & Co. Incorporated from 1997 until 2000. Ms. Futter is also a member of the boards of directors of American International Group, Inc., Consolidated Edison, Inc. and Viacom Inc. She is a member of the Board of Overseers and Managers of Memorial Sloan-Kettering Cancer Center, a Fellow of the American Academy of Arts and Sciences and a member of the Council on Foreign Relations.

     William H. Gray, III – Director. Mr. Gray has been a member of the board of directors of JPMC since 1992. Mr. Gray has been Chairman of the Amani Group since August 2004 and joined Buchanan Ingersoll PC as Senior Advisor of Public Policy and Business Diversity in April 2005. Mr. Gray was President and Chief Executive Officer of The College Fund/UNCF (educational assistance) from 1991 until he retired in March 2004. He had been a member of the board of directors of The Chase Manhattan Corporation from 1992 until 2000. Mr. Gray is also a member of the boards of directors of Dell Computer Corporation, Pfizer Inc., Prudential Financial, Inc. and Visteon Corporation.

     Laban P. Jackson, Jr. – Director. Mr. Gray has been a member of the board of directors of JPMC since 1993. Mr. Jackson is Chairman and Chief Executive Officer of Clear Creek Properties, Inc. since 1989. He had been a member of the board of directors of Bank One Corporation from 1993 until its merger with JPMC in July 2004. Mr. Jackson is also a member of the boards of directors of The Home Depot, Inc. and IPIX Corporation. He is a member of the boards of directors of Markey Cancer Foundation and Governor’s Scholars Program.

     Robert I. Lipp. – Director. Mr. Lipp has been a member of the board of directors of JPMC since 2003. Mr. Lipp has been Senior Advisor of JPMC since 2005, prior to which he had been Executive Chairman of the St. Paul Travelers Companies, Inc. from April 2004 until September 2005 and Chairman and Chief Executive Officer of its predecessor company, Travelers Property Casualty Corp. from December 2001 to April 2004. Mr. Lipp was Chairman of the Board of Travelers Insurance Group Holdings Inc. from January 2001 to October 2001 and from 1996 until 2000. He is also a member of the boards of directors of Accenture Ltd. and The St. Paul Travelers Companies, Inc. Mr. Lipp is Chairman of the Executive Committee of Trustees of Williams College, a Trustee of Carnegie Hall and a director of the New York City Ballet.

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     Richard A. Manoogian – Director. Mr. Manoogian has been a member of the board of directors of JPMC since 1978. Mr. Manoogian has been Chairman, and Chief Executive Officer of Masco Corporation since 1985. Mr. Manoogian had been a member of the board of directors of Bank One Corporation from 1978 until its merger with JPMC. He is also a member of the boards of directors of Ford Motor Company. In addition, he is on the board of the Detroit Renaissance and the Detroit Investment Fund. He is Chairman Emeritus of the Detroit Institute of Arts Board of Directors, a member of The Henry Ford Board of Trustees, a director of the Yale University Art Gallery and a trustee of the Archives of American Art (Smithsonian Institute).

     David C. Novak – Director. Mr. Novak has been a member of the board of directors of JPMC since 2001. Prior to becoming Chairman in January 2001 and Chief Executive Officer in January 2000, Mr. Novak was Vice Chairman and President of Tricon Global Restaurants, Inc. (now known as Yum! Brands, Inc.) from June 1997 until January 2000. He had been a director of Bank One Corporation from 2001 until its merger with JPMC in July 2004. Mr. Novak is also a director of Yum! Brands Foundation.

     John W. Kessler – Director. Mr. Kessler has been a member of the board of directors of JPMC since 1995. Mr. Kessler has been Chairman of The New Albany Company (real estate development) since 1988, in addition to being owner of John W. Kessler Company since 1972. He had been a director of Bank One Corporation from 1995 until its merger with JPMC in July 2004. Mr. Kessler is also a director of Abercrombie & Fitch Co. He is a member of the board of The Ohio State University Foundation.

     Lee R. Raymond – Director. Mr. Raymond has been a member of the board of directors of JPMC since 1987. Mr. Raymond was Chairman of the Board and Chief Executive Officer of Exxon Mobil from 1999 until he retired in December 2005. He was a director of J.P. Morgan & Co. Incorporated from 1987 until 2000. He is Chairman of the National Petroleum Council, Vice Chairman of the Board of Trustees of the American Enterprise Institute, a trustee of the Wisconsin Alumni Research Foundation, a member of the President’s Export Council, and a member of the Innovations in Medicine Leadership Council of UT Southwestern Medical Center.

     William C. Weldon – Director. Mr. Weldon has been a member of the board of directors of JPMC since 2005. Prior to becoming Chairman and Chief Executive Officer in 2002, Mr. Weldon served as Vice Chairman from 2001 and Worldwide Chairman, Pharmaceuticals Group from 1998 until 2001. Mr. Weldon is Chairman of the CEO Roundtable on Cancer, Vice Chair of The Business Council and a member of the Sullivan Commission on Diversity in the Health Professions Workforce. Mr. Weldon also serves on the Liberty Science Center Chairman’s Advisory Council and as a member of the Board of Trustees for Quinnipiac University. He previously served as Chairman of the Pharmaceutical Research and Manufacturers of America (PhRMA).

     Except as set forth below, during the last five years, JPMC has not been (a) convicted in a criminal proceeding (excluding traffic violations and misdemeanors), or (b) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining JPMC from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of a violation of federal or state securities laws.

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     On July 28, 2003, JPMC reached settlement agreements with the Securities and Exchange Commission (“SEC”), the Federal Reserve Bank of New York, the New York State Banking Department and the New York County District Attorney’s Office resolving matters relating to JPMC’s involvement with certain transactions involving Enron. In connection with the SEC settlement, JPMC consented to the relief sought by that regulator, including a payment of $135 million and an order enjoining JPMC from future violations of the antifraud provisions of the securities laws, without admitting or denying the SEC’s allegations that it aided and abetted securities fraud by Enron JPMC also agreed, in the settlements with the other regulators, to undertake measures to improve controls with respect to structured finance transactions and management of credit risk, legal and reputational risk in relation to such transactions.

     On December 20, 2002, JPMC reached a settlement agreement in principle with the SEC, the National Association of Securities Dealers (“NASD”), the New York Stock Exchange (“NYSE”), the New York State Attorney General’s Office and the North American Securities Administrators Association, on behalf of state securities regulators, resolving those regulators’ investigations of JPMC relating to research analyst independence. Pursuant to the agreement in principle, JPMC, without admitting or denying the regulators’ allegations concerning alleged conflicts of interest, agreed, among other things: (i) to the entry of an injunction against future violations of certain securities laws and regulations, (ii) to pay a total of $80 million, and (iii) to adopt internal structural and other reforms to ensure the integrity of JPMC analyst research. On October 31, 2003, the terms of the SEC settlement were entered in a final judgment (against JPMC subsidiary J.P. Morgan Securities Inc.) by the United States District Court for the Southern District of New York.

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SCHEDULE II – COMMON STOCK OWNERSHIP OF JPMORGAN CHASE & CO.

The following table sets forth as of September 20, 2006 certain information regarding the beneficial ownership of NCO common stock by subsidiaries of JPMorgan Chase & Co. The aggregate amount of such shares beneficially owned by all subsidiaries of JPMorgan Chase & Co. constitutes less than 1% of the outstanding stock of the NCO, based on the publicly reported number of shares outstanding.

Name of Subsidiary of JPMogan Chase & Co.	Address	Number of Shares of NCO Common Stock Beneficially Owned.
J.P. Morgan Investment Management Inc.	245 Park Avenue New York, NY 10167	51,345
J.P. Morgan Securities Inc.	270 Park Avenue New York, NY 10017	428
J.P. Morgan Chase Bank, N.A.	270 Park Avenue New York, NY 10017	19,000
Highbridge Capital Management, LLC	9 West 57th Street New York, NY 10019	23

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EXHIBIT INDEX

(a)(1)	Preliminary Proxy Statement of NCO Group, Inc. on Schedule 14A filed by NCO Group, Inc. with the Securities and Exchange Commission on October 6, 2006, (the “Disclosure Statement”), incorporated by reference herein.
(a)(2)	Letter to Shareholders of NCO Group, Inc., incorporated herein by reference to the Disclosure Statement.
(a)(3)	Notice of Special Meeting of Shareholders of NCO Group, Inc., incorporated herein by reference to the Disclosure Statement.
(a)(4)	Form of proxy card, incorporated herein by reference to the Disclosure Statement.
(a)(5)	Press release issued by NCO Group, Inc., dated as of July 24, 2006, incorporated herein by reference to the Current Report on Form 8-K filed by NCO Group, Inc. with the Securities and Exchange Commission on July 24, 2006.
(a)(6)	Press release issued by NCO Group, Inc., dated as of July 31, 2006, incorporated herein by reference to the Current Report on Form 8-K filed by NCO Group, Inc., with the Securities and Exchange Commission on August 1, 2006.
(a)(7)	Letter to Employees of NCO Group, Inc., incorporated herein by reference to the soliciting materials pursuant to § 240.14a–12 filed by NCO Group, Inc. with the Securities and Exchange Commission on July 28, 2006.
(a)(8)	Press Release issued by NCO Group, Inc., dated as of August 15, 2006, incorporated herein by reference to the Current Report on Form 8-K filed by NCO Group, Inc., with the Securities and Exchange Commission on August 16, 2006.
(b)(1)	Equity Commitment Letter, dated as of July 21, 2006, between One Equity Partners II, L.P. and Collect Holdings, Inc.*
(b)(2)	Debt Commitment Letter, dated July 18, 2006, among Morgan Stanley Senior Funding, Inc., J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A. and One Equity Partners II, L.P.*
(b)(3)	Amendment to Debt Commitment Letter, dated August 2, 2006, among Morgan Stanley Senior Funding, Inc., Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A. and One Equity Partners II, L.P.*
(c)(1)	Opinion of Credit Suisse Securities (USA) LLC, dated July 21, 2006, incorporated herein by reference to Annex B to the Disclosure Statement.
(c)(2)	Presentation of Credit Suisse Securities (USA) LLC to the Special Committee of the Board of Directors of NCO Group, Inc., dated July 21, 2006.*
(c)(3)	Preliminary Presentation of Credit Suisse Securities (USA) LLC to the Special Committee of the Board of Directors of NCO Group, Inc., dated July 13, 2006.*
(c)(4)	Preliminary Presentation of Credit Suisse Securities (USA) LLC to the Board of Directors of NCO Group, Inc., dated April 27, 2006.
(c)(5)	Preliminary Presentation of Credit Suisse Securities (USA) LLC to the Board of Directors of NCO Group, Inc., dated March 22, 2006.

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(d)(1)	Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc., incorporated herein by reference to Annex A to the Disclosure Statement.
(d)(2)	Rollover Agreement, dated as of July 21, 2006, by and among Collect Holdings, Inc., Michael Barrist and the other individuals and entities party thereto.*
(d)(3)	Irrevocable Proxy Agreement by and between Annette H. Barrist and Michael J. Barrist.**
(f)	Not applicable.
(g)	None.

____________________________

  * Previously filed on August 14, 2006.

** Previously filed on September 22, 2006.

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EX-99.(C)(4)

Exhibit (c)(4)

Project North

CONFIDENTIAL

Presentation to the Board of Directors

April 27, 2006

PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION

THESE MATERIALS MAY NOT BE USED OR RELIED UPON FOR ANY PURPOSE OTHER THAN AS SPECIFICALLY CONTEMPLATED BY A
WRITTEN AGREEMENT WITH CREDIT SUISSE.

Table of Contents

1.Executive Summary

2.Financial Analysis

3.Buyer Analysis

Appendix

A.Preliminary Valuation

B.Recent Trading Performance

C.Industry Perspectives

CONFIDENTIAL

1

1.Executive Summary

CONFIDENTIAL

2

Executive Summary

ARM and Portfolio Management substantially unchanged

CONFIDENTIAL

CRM ramp has moderated as a result of slower customer buildouts

Highlights risk / lack of predictability in CRM

CRM remains a small contributor to the total business

What Has

Changed Since

Prior Meeting

Financial

Analysis /

Impact on

Sale Timing

Should provide potential buyers with three to four quarters of strong
performance (Q4 FY05 to Q3 FY06)

Increase confidence / visibility in Q3 and Q4 FY06

Prove that business has recovered from miss in Q3 FY05

Eliminate Q3 FY05 from the LTM period, increasing potential leverage
in an LBO

Decision regarding timing of a potential sale must balance providing
shareholders certainty of value today v. expected value in the future, taking
into account execution and market risks

“Rolling” LBO analysis suggests inflection point is Q2 / Q3 FY06

M&A, debt and equity markets are currently strong

A sale process could commence with calls to potential buyers in mid- to
late-June and conclude by early- to mid-September

Buyers could be provided preliminary Q3 FY06 results before submitting
final bids

3

CONFIDENTIAL

2.Financial Analysis

4

CONFIDENTIAL

Comparison of Management Projections

Observations

ARM: No material
change

CRM: Projections
have decreased as a
result of delays with
ramp in new
customers

PM: Q1 exceeded
prior plan; outlook for
2H FY06 appears
stable

($ in million)

Current Forecast

March Forecast

Q1:06

Q2:06

Q3:06

Q4:06

CY2006

CY2007

Q1:06

Q2:06

Q3:06

Q4:06

CY2006

CY2007

Revenue

ARM

$235.2

$234.0

$233.3

$232.5

$935.0

$985.9

$236.6

$234.0

$233.3

$232.5

$936.4

$987.3

vs. Prior

-1.5

0.0

0.0

0.0

-1.5

-1.4

(0.6%)

0.0%

0.0%

0.0%

(0.2%)

(0.1%)

CRM

59.3

62.6

71.6

81.3

274.8

325.0

59.3

67.9

77.6

84.3

289.1

348.9

vs. Prior

0.0

-5.3

-6.0

-3.0

-14.3

-23.9

0.1%

(7.8%)

(7.8%)

(3.6%)

(4.9%)

(6.8%)

Portfolio Management

50.0

47.7

46.7

45.2

189.7

189.2

48.1

47.0

45.9

44.3

185.3

189.2

vs. Prior

2.0

0.8

0.9

0.9

4.4

0.0

4.1%

1.6%

1.9%

1.9%

2.4%

0.0%

Total

(1)

312.0

311.4

321.5

330.1

1,275.0

1,374.3

311.4

315.9

326.6

332.3

1,286.2

1,399.5

vs. Prior

0.6

-4.5

-5.2

-2.2

-11.2

-25.3

0.2%

(1.4%)

(1.6%)

(0.7%)

(0.9%)

(1.8%)

EBITDA

ARM

$29.0

$26.7

$30.2

$28.9

$114.8

$135.7

$28.5

$26.7

$30.2

$28.9

$114.2

$135.9

% Margin

12.3%

11.4%

12.9%

12.4%

12.3%

13.8%

12.0%

11.4%

12.9%

12.4%

12.2%

13.8%

vs. Prior

0.5

0.0

0.0

0.0

0.5

-0.2

30 bps

0 bps

0 bps

0 bps

8 bps

0 bps

CRM

(0.5)

0.9

4.6

9.8

14.8

30.8

1.4

4.8

6.2

8.7

21.2

37.0

% Margin

(0.2%)

0.4%

2.0%

4.2%

1.6%

3.1%

0.6%

2.0%

2.7%

3.8%

2.3%

3.7%

vs. Prior

-1.9

-3.9

-1.6

1.1

-6.3

-6.2

-82 bps

-165 bps

-70 bps

47 bps

-67 bps

-63 bps

Portfolio Management

14.5

10.4

12.7

12.3

49.9

46.8

11.7

9.6

11.8

11.5

44.7

46.8

% Margin

6.2%

4.4%

5.4%

5.3%

5.3%

4.8%

5.0%

4.1%

5.1%

4.9%

4.8%

4.7%

vs. Prior

2.8

0.8

0.9

0.9

5.2

0.0

121 bps

32 bps

36 bps

37 bps

57 bps

1 bps

Total

43.0

38.0

47.5

51.0

179.5

213.3

41.6

41.1

48.2

49.1

180.1

219.8

% Margin

18.3%

16.3%

20.3%

21.9%

19.2%

21.6%

17.6%

17.6%

20.7%

21.1%

19.2%

22.3%

vs. Prior

1.3

-3.1

-0.8

2.0

-0.6

-6.4

68 bps

-133 bps

-33 bps

84 bps

-3 bps

-62 bps

(1)  Net of intracompany eliminations.

5

($ in millions)

Q1:05

Q2:05

Q3:05

Q4:05

Q1:06

Q2:06

Q3:06

Q4:06

FY05

FY06

FY07

Revenue

$201.5

$195.8

$190.3

$216.8

$235.2

$234.0

$233.3

$232.5

$804.5

$935.0

$985.9

  % growth (Q/Q Y/Y)

12.0%

(2.8%)

(2.8%)

13.9%

8.5%

(0.5%)

(0.3%)

(0.3%)

7.8%

16.2%

5.4%

EBITDA

$25.1

$24.8

$18.1

$22.2

$29.0

$26.7

$30.2

$28.9

$90.2

$114.8

$135.7

  % margin

12.5%

12.7%

9.5%

10.2%

12.3%

11.4%

12.9%

12.4%

11.2%

12.3%

13.8%

Source: Company filings and North management.

CONFIDENTIAL

ARM Overview

Earnings miss in Q3 FY2005

ARM business was negatively impacted in Q3 FY05 by deteriorating economic conditions and
hurricanes Katrina and Rita

Strong performance expected through all of FY2006

Historically seasonal earnings with strength in Q1

Customer pricing pressure appears to have bottomed

Summary Financials

Significant ARM earnings miss, but
business rebounded in Q4

Strong performance expected to
continue through FY06

Note:  Includes ARM NA and ARM International. Does not reflect intercompany eliminations.

6

CONFIDENTIAL

CRM Overview

Significant turnaround in CRM performance Q1 FY06 to Q3 FY06

Performance in 2005 negatively impacted as a result of customer losses

Investment in seat deployment for new customer ramp resulted in lower Q3 and Q4 FY05 EBITDA

Performance improvements from new customer wins demonstrated in strong Q2 to Q4 FY06 results

CRM earnings remain inherently volatile

North has 60% of FY06 revenue from top 3 customers and has suffered key customer losses in
past

Industry history of cyclical earnings and performance misses

Summary Financials

LTM 9/30/06 demonstrates turnaround and
provides confidence in Q4 FY06, but CRM
remains a difficult business model to predict

CRM is a profitable business --
decrease in profitability in Q3 FY05
reflects investment in future growth

($ in millions)

Q1:05

Q2:05

Q3:05

Q4:05

Q1:06

Q2:06

Q3:06

Q4:06

FY05

FY06

FY07

Revenue

$47.6

$43.8

$44.9

$54.1

$59.3

$62.6

$71.6

$81.3

$190.4

$274.8

$325.0

  % growth (Q/Q Y/Y)

1.8%

(8.0%)

2.6%

20.4%

9.7%

5.6%

14.3%

13.6%

19.7%

44.3%

18.3%

EBITDA

$5.4

$3.0

$0.6

($0.0)

($0.5)

$0.9

$4.6

$9.8

$9.1

$14.8

$30.8

  % margin

11.4%

6.9%

1.3%

(0.0%)

(0.9%)

1.5%

6.4%

12.1%

4.8%

5.4%

9.5%

Source: Company filings and North management.

7

CONFIDENTIAL

Portfolio Management Overview

Portfolio Management earnings highly dependent on purchases

Nature of business is that earnings depend on ability to continually replace / grow receivables
portfolios

Returns on new acquisitions lower as a result of highly competitive market

Earnings more volatile as a result of new accounting rules

Potential buyers will focus on underlying portfolio profile

Buyers will focus on capital requirements to achieve projected earnings

Summary Financials

Strongest consecutive four
quarter period in 2005 / 2006

($ in millions)

Q1:05

Q2:05

Q3:05

Q4:05

Q1:06

Q2:06

Q3:06

Q4:06

FY05

FY06

FY07

Revenue

$27.8

$33.0

$35.1

$48.8

$50.0

$47.7

$46.7

$45.2

$144.7

$189.7

$189.2

  % growth (Q/Q Y/Y)

7.1%

18.8%

6.4%

38.9%

2.6%

(4.6%)

(2.1%)

(3.3%)

47.6%

31.1%

(0.2%)

EBITDA

$9.0

$10.8

$11.2

$16.5

$14.5

$10.4

$12.7

$12.3

$47.5

$49.9

$46.8

  % margin

32.5%

32.6%

31.9%

33.8%

29.0%

21.8%

27.2%

27.3%

32.8%

26.3%

24.8%

Source: Company filings and North management.

8

($ in millions)

Q1:05

Q2:05

Q3:05

Q4:05

Q1:06

Q2:06

Q3:06

Q4:06

FY05

FY06

FY07

Revenue

$260.3

$252.4

$249.2

$290.3

$312.0

$311.4

$321.5

$330.1

$1,052.3

$1,275.0

$1,374.3

  % growth (Q/Q Y/Y)

9.7%

(3.0%)

(1.3%)

16.5%

7.5%

(0.2%)

3.2%

2.7%

12.0%

21.2%

7.8%

EBITDA

$39.6

$38.6

$29.8

$38.7

$43.0

$38.0

$47.5

$51.0

$146.7

$179.5

$213.3

  % margin

15.2%

15.3%

12.0%

13.3%

13.8%

12.2%

14.8%

15.5%

13.9%

14.1%

15.5%

EBIT

$28.8

$27.7

$18.5

$25.9

$29.8

$24.9

$34.1

$37.5

$101.0

$126.4

$165.5

  % margin

11.1%

11.0%

7.4%

8.9%

9.6%

8.0%

10.6%

11.4%

9.6%

9.9%

12.0%

Net Income

$15.3

$14.1

$7.6

$7.5

$14.0

$11.0

$16.4

$18.6

$44.5

$60.1

$83.7

  % margin

5.9%

5.6%

3.1%

2.6%

4.5%

3.5%

5.1%

5.6%

4.2%

4.7%

6.1%

EPS

$0.45

$0.42

$0.24

$0.23

$0.41

$0.33

$0.50

$0.56

$1.33

$1.80

2.44

$     

Source: Company filings and North management.

CONFIDENTIAL

Consolidated Perspective

On an LTM basis, results improve significantly through Q3 FY2006

If management is able to execute on plan through Q2 FY2006, proves turnaround from FY2005
and gives credibility to Q3 and Q4 projections

Summary Financials

Successful sale requires providing buyers
with visibility into Q3 and Q4 FY06 during
the sale process

9

$9.1

$47.5

$90.2

ARM

61.4%

CRM

6.2%

Portfolio

Management

32.4%

CONFIDENTIAL

North Profitability by Segment

FY05 EBITDA Contribution

FY06 EBITDA Contribution

$49.9

$14.8

$114.8

ARM

64.0%

Portfolio

Management

27.8%

CRM

8.2%

($ in millions)

($ in millions)

Source: Company filings.

Source: North management.

While CRM is showing strong growth, it is not yet a significant enough contributor to overall
profitability to drive North’s current valuation

CRM represents a small part of North’s overall business profitability

Within the CRM industry, North is a smaller player and has not attracted the same trading
multiples as the CRM leaders

10

CONFIDENTIAL

3.Buyer Analysis

11

CONFIDENTIAL

Key Buyer Perspectives

North projections show a strong turnaround from FY2005 to FY2006

Buyer may need to see four quarters of demonstrated improvement (Q4 FY05 to Q3
FY06) to give credit to North’s growth plan

By end of Q3 FY06, North should be able to provide buyer with visibility and
confidence in Q4 projections; CRM backlog for Q4 FY06 will be critical

North

Projections

Financial

Sponsor

Considerations

Sponsors focus on leverage capacity and five-year IRR analysis

Bank debt markets primarily rely on LTM EBITDA to determine level of leverage

North LTM EBITDA improves significantly in Q3 FY06

“Rolling” LBO analysis suggests inflection point is Q2 / Q3 FY06

Strategic Buyer

Considerations

Strategic buyers focus on intrinsic valuation (DCF) as well as multiples-based
approach

Demonstrating turnaround with several quarters of growth provides confidence in
management plan

Will value business on its long-term growth and profitability potential

Significant improvement in
LTM EBITDA from 6/30 to
9/30 may enable sponsor to
increase leverage in an LBO

($ in millions)

LTM EBITDA as of

3/31/06

6/30/06

9/30/06

12/31/06

$150.1

$149.6

$167.2

$179.5

Source: Actuals from company filings, projections from North management.

12

North Base Case Projections

CONFIDENTIAL

Updated Preliminary LBO Assumptions

CS has performed a preliminary LBO analysis based on the following assumptions:

Total leverage 5.0x LTM EBITDA:

3.0x LTM EBITDA Term Loan A, price of L + 325 bps

2.0x LTM EBITDA Term Loan B, price of L + 725 bps

3-month LIBOR of 5.10%

CS has evaluated an LBO at 6/30/06 as well as a “rolling” LBO taking place at 9/30/06 and
12/31/06

($ in millions)

FYE December 31,

'06E - '11E

2006E

2007E

2008E

2009E

2010E

2011E

CAGR

Revenue

$1,275.0

$1,374.3

$1,463.3

$1,567.4

$1,684.9

$1,811.6

7.3%

% growth

21.2%

7.8%

6.5%

7.1%

7.5%

7.5%

Gross Profit

605.0

654.0

693.4

741.0

794.4

851.6

7.1%

% margin

47.5%

47.6%

47.4%

47.3%

47.1%

47.0%

EBITDA

179.5

213.3

235.5

252.9

271.0

292.4

10.3%

% margin

14.1%

15.5%

16.1%

16.1%

16.1%

16.1%

EBIT

126.4

165.5

190.7

208.8

229.8

253.3

14.9%

% margin

9.9%

12.0%

13.0%

13.3%

13.6%

14.0%

Source: North Management.

13

CONFIDENTIAL

Updated Preliminary LBO Analysis (cont’d)

Sponsor may
view risk in
management
plan and build
adjusted case

Illustrative LBO Sensitivity Analysis

Transaction Assumptions

Financing Assumptions

(1)        Fees and expenses equal to 2% of debt offered plus $10MM.

Purchase Price

$28.00

   Premium to Current

28.4%

Equity Purchase Price

$927.8

Plus:  Revolving Debt

249.7

Plus:  Non-Recourse Debt

54.1

Plus:  Capital Leases

2.7

Plus:  Minority Interest

39.4

Less:  Existing Cash

(36.0)

Aggregate Value

$1,237.7

LTM EBITDA (6/30/06)

149.6

   Implied Purchase Multiple

8.3x

Sources:

Leverage

Rate

Term Loan A

3.0x

8.35%

$448.7

Term Loan B

2.0x

12.35%

299.1

New Non-Recourse Debt

54.1

Common Equity

454.6

Total Sources

$1,256.6

Uses:

Purchase of Equity

$927.8

Refinance Revolving Debt

249.7

Refinance Non-Recourse Debt

54.1

Transaction Expenses

(1)

25.0

Total Uses

$1,256.6

Imp. AV

$1,166.3

$1,202.0

$1,237.7

$1,273.4

$1,309.1

Shr. Price

$26.00

$27.00

$28.00

$29.00

$30.00

EBITDA Purchase Price Multiple

7.8x

8.0x

8.3x

8.5x

8.8x

CY06-CY10

0.0%

34.7%

32.3%

30.1%

28.2%

26.4%

Change in

(2.5%)

30.6%

28.3%

26.2%

24.3%

22.6%

Rev. Growth  v.

(5.0%)

26.4%

24.2%

22.2%

20.3%

18.6%

Mgmt. Case

(7.5%)

21.9%

19.8%

17.8%

16.1%

14.4%

14

CONFIDENTIAL

Preliminary “Rolling” LBO Analysis

Assumes sponsor applies 5% discount to Base Case revenue growth

(+$88.2)

(+$61.4)

($ in millions, except per share amounts)

LBO Date

As of 6/30/06

As of 9/30/06

As of 12/31/06

LTM EBITDA

$149.6

$167.2

$179.5

Debt Capacity (@ 5.0x Leverage)

$747.8

$836.0

$897.4

Targeted IRR

20.0%

Stock Price

$29.18

$30.83

$32.22

PV Stock Price

(1)

$29.18

$29.64

$29.77

Implied LTM EBITDA Multiple

8.6x

7.8x

7.4x

25.0%

Stock Price

$26.61

$28.53

$30.12

PV Stock Price

(1)

$26.61

$27.43

$27.83

Implied LTM EBITDA Multiple

7.9x

7.3x

6.9x

Note:  Exit multiple assumed to be 8.0x LTM EBITDA.  Assumes 5% discount to revenue growth v. North base case.

(1)  Discounted from time of LBO to June 30, 2006 at 17% discount rate.

Q3 FY05 still in LTM period -- greater potential
a buyer will view risk in management plan and
assume lower long term growth potential

15

CONFIDENTIAL

CS Preliminary Conclusions

If North’s Board decides to proceed with a potential sale, CS believes that the
timetable should be constructed so that a buyer has full confidence in the Q3
FY 06 results

Sale process timetable should enable North to capture the value in
performance improvements

Should have four quarters (Q4 FY05 to Q3 FY06) to demonstrate the turnaround
from Q3 FY05

Provide potential buyer with confidence in Q3 and Q4 FY06, supported by
contracted revenue / backlog

Eliminate Q3 FY05 from the LTM period

Decision on process timing must take account of execution risk in the North’s
plan

ARM has stabilized but remains highly competitive and has experienced
setbacks in the past

Portfolio Management earnings dependent on ability to find attractive portfolio
purchases in the future (increasingly competitive)

CRM has significant customer concentration with contracts that are easily
terminable

M&A and LBO markets are currently strong and will be conducive to
competitive process

Record levels of leveraged loans

Strategic and financial buyers are actively acquiring companies

16

CONFIDENTIAL

2

Data room / due

diligence

Management

presentations

1

4

3

5

Data room / due

diligence

Management

presentations

7

6

9

8

11

10

12

Data room / due

diligence

14

13

16

15

18

17

19

31

28

27

30

29

21

20

23

22

24

26

25

SUNDAY

MONDAY

TUESDAY

WEDNESDAY

THURSDAY

FRIDAY

SATURDAY

2

Data room / due

diligence

Management

presentations

1

4

3

5

Data room / due

diligence

Management

presentations

7

6

9

8

11

10

12

Data room / due

diligence

14

13

16

15

18

17

19

31

28

27

30

29

21

20

23

22

24

26

25

2

Data room / due

diligence

Management

presentations

1

4

3

5

2

2

Data room / due

diligence

Management

presentations

1

Data room / due

diligence

Management

presentations

1

4

4

3

3

5

5

Data room / due

diligence

Management

presentations

7

6

9

8

11

10

12

Data room / due

diligence

Management

presentations

7

Data room / due

diligence

Management

presentations

7

6

6

9

9

8

8

11

11

10

10

12

12

Data room / due

diligence

14

13

16

15

18

17

19

Data room / due

diligence

14

Data room / due

diligence

14

13

13

16

16

15

15

18

18

17

17

19

19

31

28

27

30

29

31

31

28

28

27

27

30

30

29

29

21

20

23

22

24

26

25

21

21

20

20

23

23

22

22

24

24

26

26

25

25

Summer market slowdown

Summer market slowdown

Preliminary Process Timetable

June 2006 (Start initial work end of May)

August 2006

July 2006

September 2006

SUNDAY

MONDAY

TUESDAY

WEDNESDAY

THURSDAY

FRIDAY

SATURDAY

2

1

3

12

11

14

13

16

15

17

Start calls to

strategic buyers

Meetings with

strategic buyers

19

18

21

20

23

22

24

26

25

28

27

30

29

7

6

9

8

10

4

5

2

3

12

11

14

13

16

15

17

Start calls to

strategic buyers

Meetings with

strategic buyers

19

18

21

20

23

22

24

26

25

28

27

30

29

7

6

9

8

10

4

5

2

3

2

2

3

3

12

11

14

13

16

15

17

12

12

11

11

14

14

13

13

16

16

15

15

17

17

Start calls to

strategic buyers

Meetings with

strategic buyers

19

18

21

20

23

22

24

Start calls to

strategic buyers

Meetings with

strategic buyers

19

Start calls to

strategic buyers

Meetings with

strategic buyers

19

18

18

21

21

20

20

23

23

22

22

24

24

26

25

28

27

30

29

26

26

25

25

28

28

27

27

30

30

29

29

7

6

9

8

10

4

5

7

7

6

6

9

9

8

8

10

10

4

4

5

5

SUNDAY

MONDAY

TUESDAY

WEDNESDAY

THURSDAY

FRIDAY

SATURDAY

1

2

Final bids

11

10

13

12

15

14

16

Announcement

18

17

20

19

22

21

23

25

24

27

26

29

28

30

7

3

6

Due diligence

5

8

9

Labor

Day

4

1

2

Final bids

11

10

13

12

15

14

16

Announcement

18

17

20

19

22

21

23

25

24

27

26

29

28

30

7

3

6

Due diligence

5

8

9

Labor

Day

4

1

2

1

1

2

2

Final bids

11

10

13

12

15

14

16

Final bids

11

Final bids

11

10

10

13

13

12

12

15

15

14

14

16

16

Announcement

18

17

20

19

22

21

23

Announcement

18

Announcement

18

17

17

20

20

19

19

22

22

21

21

23

23

25

24

27

26

29

28

30

25

25

24

24

27

27

26

26

29

29

28

28

30

30

7

3

6

Due diligence

5

8

9

Labor

Day

4

7

7

3

3

6

6

Due diligence

5

Due diligence

5

8

8

9

9

4

4

4

Final negotiations

SUNDAY

MONDAY

TUESDAY

WEDNESDAY

THURSDAY

FRIDAY

SATURDAY

9

12

11

Meetings with

financial buyers

10

13

15

14

Independence

Day

4

Meetings with

strategic buyers

3

2

Distribute

CIM

Start calls to

financial

sponsors

5

7

6

8

1

Respond to

diligence

questions

24

23

26

25

28

27

29

16

19

18

21

20

22

17

30

First round

bids

31

9

12

11

Meetings with

financial buyers

10

13

15

14

Independence

Day

4

Meetings with

strategic buyers

3

2

Distribute

CIM

Start calls to

financial

sponsors

5

7

6

8

1

Respond to

diligence

questions

24

23

26

25

28

27

29

16

19

18

21

20

22

17

30

First round

bids

31

9

12

11

Meetings with

financial buyers

10

13

15

14

Independence

Day

4

Meetings with

strategic buyers

3

2

Distribute

CIM

Start calls to

financial

sponsors

5

7

6

8

1

Respond to

diligence

questions

24

23

26

25

28

27

29

16

19

18

21

20

22

17

30

First round

bids

31

9

12

11

Meetings with

financial buyers

10

13

15

14

9

12

12

11

11

financial buyers

10

13

13

15

15

14

14

Independence

Day

4

Meetings with

strategic buyers

3

2

Distribute

CIM

Start calls to

financial

sponsors

5

7

6

8

Independence

Day

4

Independence

Day

4

Meetings with

3

Meetings with

2

Distribute

CIM

Start calls to

financial

sponsors

5

Distribute

CIM

Start calls to

financial

sponsors

5

7

7

6

6

8

8

1

1

Respond to

diligence

questions

24

23

26

25

28

27

29

Respond to

diligence

questions

24

Respond to

diligence

questions

24

23

23

26

26

25

25

28

28

27

27

29

29

16

19

18

21

20

22

17

16

16

19

19

18

18

21

21

20

20

22

22

17

17

30

First round

bids

31

30

30

First round

bids

31

First round

bids

31

17

CONFIDENTIAL

Preliminary Process Timetable (cont’d)

Closing

Anti-trust and other regulatory approvals, as necessary

Closing

Stage 1:  Initial Due
Diligence / Market
Assessment

Conduct management presentations

Provide data room access / assist buyers with due diligence

Distribution of process letter and draft SPA

Provide parties preliminary Q3 results

Stage 3: Due
Diligence

CS receives initial indications and reports to Board

Selection of preferred buyer(s)

SPA negotiation with preferred buyer(s)

Board approvals

Execution of definitive agreements

Transaction announcement

Stage 4: Negotiation
/ Announcement

Stage

Description

Timing

Start end of May

3 weeks

(Weeks of Jun 19 - Jul 3)

6 Weeks

(Weeks of Jul 31 - Sep 11)

Receive final bids from potential buyers

Due diligence

Preparation of marketing materials (teaser, info memo, short-form management presentation)

Determine targeted buyers

Conduct short-form management presentation to selected group of Tier 1 strategic buyers

Determine level of Tier 1 strategic buyer interest

2 Weeks

(Weeks of Sep 11 - 18)

18

If limited Tier 1 strategic interest indicated, go broad

Contact Tier 2 strategic and all financial buyers and execute NDAs if decision to go broad

Contact financial buyers

Distribute info memo to all contacted buyers (include Q2 results)

Stage 2:  Distribute
Info Memorandum

5 Weeks

(Weeks of Jul 3 - Jul 31)

Discuss with Board next steps

CONFIDENTIAL

Appendix

19

CONFIDENTIAL

A.Preliminary Valuation

20

$26.50

$25.00

$26.00

$30.00

$31.00

$29.00

$10

$20

$30

$40

Selected

Acquisitions

DCF

Leveraged

Buyout

Preliminary Valuation Summary

       ($ in millions, except per share amounts)

Current: $21.80

52 Week Lo: $15.28

52 Week Hi: $24.31

Note:  Assumes debt of $345.8MM (includes minority interest) and cash of $36.0 million, as of 6/30/06.

Share Price

$26.00

-

$29.00

$25.00

-

$31.00

$26.50

-

$30.00

Equity Value

$856.4

-

$963.5

$820.7

-

$1,035.4

$874.3

-

$999.2

Enterprise Value

$1,166.3

-

$1,273.4

$1,130.6

-

$1,345.3

$1,184.1

-

$1,309.1

Prem. to Avg. Stock Price over Period:

30 Day Average

$22.51

15.5%

-

28.8%

11.1%

-

37.7%

17.7%

-

33.3%

60 Day Average

$21.61

20.3%

-

34.2%

15.7%

-

43.4%

22.6%

-

38.8%

90 Day Average

$20.00

30.0%

-

45.0%

25.0%

-

55.0%

32.5%

-

50.0%

120 Day Average

$19.16

35.7%

-

51.3%

30.5%

-

61.8%

38.3%

-

56.5%

Statistic

Implied Multiple

Implied Multiple

Implied Multiple

Enterprise Value / Revenue

CY2006E Revenue

$1,275

0.9x

-

1.0x

0.9x

-

1.1x

0.9x

-

1.0x

CY2007E Revenue

1,374

0.8x

-

0.9x

0.8x

-

1.0x

0.9x

-

1.0x

Enterprise Value / EBITDA

CY2006E EBITDA

$179

6.5x

-

7.1x

6.3x

-

7.5x

6.6x

-

7.3x

CY2007E EBITDA

213

5.5x

-

6.0x

5.3x

-

6.3x

5.6x

-

6.1x

Enterprise Value / Unlevered NI

CY2006E Unlevered NI

$79

14.8x

-

16.2x

14.4x

-

17.1x

15.0x

-

16.6x

CY2007E Unlevered NI

$102

11.4x

-

12.4x

11.0x

-

13.1x

11.6x

-

12.8x

21

CONFIDENTIAL

Preliminary Selected Acquisitions Analysis

($ in millions)

Date

Acquirer

Target

1/30/06  

West Corp

Intrado

9/22/05  

CVC International

Dun & Bradstreet - (ARM business)

9/12/05  

NCO Group

Risk Management Alternatives

7/14/05  

Genpact

Creditek Corp

6/30/05  

Affiliated Computer Services

LiveBridge Corp

5/16/05  

H-Cube LLC

Zenta Group

2/2/05  

IBM Corp

Equitant

11/16/04  

Mellon

SourceNet Solutions

11/8/04  

Medassist

Argent

10/8/04  

ICICI OneSource

Account Solutions Group

9/17/04  

SLM Corp

Arrow Financial Services

7/23/04  

West Corp

Worldwide Asset Management

5/25/04  

Vertex

First Revenue Assurance

5/4/04  

Convergys Corp

Encore Receivable Management

4/6/04  

Daksh eServices

IBM Corp

3/22/04  

ECE Holdings (H.I.G. Capital)

Stream International

2/2/04  

Barclays Private Equity / Vision Capital

Cabot Financial (Europe)

1/15/04  

CFSI

Genesis Financial Solutions

12/4/03  

AllianceOne

TCH Group

11/18/03  

NCO Group

RMH Teleservices

1/17/03  

Affiliated Computer Services

CyberRep.com

8/1/02  

Parthenon Capital

Arrow Financial Services

7/23/02  

West Corp

Attention LLC

9/25/01  

Solectron

Stream International

7/17/01  

SNT Group NV

KPN NV - (CRM business)

7/17/01  

SNT Group NV

Atos SA (CRM business)

3/13/01  

Management Group / Intrum Justitia BV

Dun & Bradstreet - (ARM business)

(1) H-Cube acquired an 80% stake in Zenta Group for $80 million.  GTCR Golder Rauner invested a further $20 million for a 20% stake.

(2) SLM Corp acquired a 64% stake in Arrow Financial Services and has the option to purchase the remaining interest over a three-year period.

Enterprise Value

Enterprise

as a multiple of

Target Description / Rationale

Value

Revenues

EBITDA

EBIT

Global provider of integrated data and telecommunications solutions.

$478

3.2x

13.5x

25.7x

Provides receivable management services worldwide.

NA

NA

NA

NA

Provider of debt collection and accounts receivable management services.

$119

0.5x

4.0x

NA

Supplies outsourced accounts receivable consultation and management services to accounts receivable departments of small to mid-sized

corporations.

NA

NA

NA

NA

Offers outsourced and professional services to the contact center and business process markets.

$32

NA

NA

NA

Operates as a business process outsourcing company.

$100

(1)

NA

NA

NA

Expands business consulting unit by acquiring provider of finance and accounting outsourcing services

NA

NA

NA

NA

Adds accounts payable processing capability

NA

NA

NA

NA

Acquisition of Argent HFS adds complementary business and increases geographic reach, customer services and resources

NA

NA

NA

NA

Operates as a consumer collections agency.

NA

NA

NA

NA

Engages in purchasing and servicing performing and non-performing consumer debt.

NA

(2)

NA

NA

NA

Purchaser and collector of delinquent accounts receivable portfolios from consumer credit originators.

$178

1.7x

NA

NA

Acquisition of FRA (U.S. based debt collection agency) followed Vertex’s announcement of the establishment of Vertex Outsourcing, a North

American management subsidiary; $12 million of revenue in 2003

NA

NA

NA

NA

Provides receivable management solutions.

$68

NA

NA

NA

Offers online customer relationship management services.

$155

3.0x

8.0x

NA

Provides technical support and customer service outsourcing for the high-tech industry in the U.S. and Europe.

NA

NA

NA

NA

Provides debt purchasing and credit management solutions in the U.K.

£100

NA

NA

NA

TxCollect, a subsidiary of Collins, acquired consumer debt collection debt collection facility of Genesis Financial Solutions, which will expand

TxCollect’s rapidly growing contingency business

NA

NA

NA

NA

Expand Alliance’s outsourcing capabilities and enhances its near shore international offerings

NA

NA

NA

NA

Provides CRM solutions through various cannels including voice, VoIP, email, chat and self-help.

$109

0.4x

9.9x

NM

Provider of outsourced customer service, technical support and CRM solutions.

NA

NA

NA

NA

Engages in purchasing and servicing performing and non-performing consumer debt.

$45

NA

NA

NA

Accounts receivable management company.

$40

NA

NA

NA

Provides CRM solutions through various cannels including voice, VoIP, email, chat and self-help.

$329

1.0x

7.9x

13.8x

Provides call centers, inbound services, conferencing services and consulting and CRM training.

€180

NA

NA

NA

Provides customer call centers.

€ 69

NA

NA

NA

Provider of debt collection and accounts receivable management services.

$120

0.8x

4.9x

NA

Mean

1.5x

8.0x

19.8x

Median

1.0x

7.9x

19.8x

Note:  Assumes debt of $345.8MM (includes minority interest) and cash of $36.0 million, as of 6/30/06.

($ in millions, except per share amounts)

Statistic

Multiple Range

Implied Enterprise Value

Implied Equity Value

Implied Share Price

CY2005 Revenue

$1,052.3

1.0x

-

1.5x

$1,052

-

$1,578

$742

-

$1,269

$22.81

-

$37.38

CY2005 EBITDA

$146.7

7.0x

-

9.5x

$1,027

-

$1,394

$717

-

$1,084

$22.11

-

$32.34

Preliminary Valuation Reference Range

$1,250

-

$1,350

$940

-

$1,040

$28.34

-

$31.13

22

CONFIDENTIAL

Preliminary Discounted Cash Flow Analysis

DCF Assumptions

DCF Sensitivity

Discount

Terminal Multiple of 2011E EBITDA

Rate

5.5x

6.0x

6.5x

14.0%

$478

$478

$478

Present Value of Free Cash Flow

1,608

1,754

1,901

Terminal Value

835

911

987

Present Value of Terminal Value

$1,313

$1,389

$1,465

Implied Aggregate Value

1,003

1,079

1,155

Implied Equity Value

$30.10

$32.19

$34.26

Equity Value Per Share

5.4%

6.1%

6.6%

Perpetuity Growth

15.0%

$467

$467

$467

Present Value of Free Cash Flow

1,608

1,754

1,901

Terminal Value

799

872

945

Present Value of Terminal Value

$1,267

$1,339

$1,412

Implied Aggregate Value

957

1,029

1,102

Implied Equity Value

$28.81

$30.84

$32.82

Equity Value Per Share

6.3%

7.0%

7.6%

Perpetuity Growth

16.0%

$457

$457

$457

Present Value of Free Cash Flow

1,608

1,754

1,901

Terminal Value

765

835

905

Present Value of Terminal Value

$1,223

$1,292

$1,362

Implied Aggregate Value

913

982

1,052

Implied Equity Value

$27.58

$29.53

$31.46

Equity Value Per Share

7.2%

7.9%

8.5%

Perpetuity Growth

($ in millions)

FYE Dec 31,

2H:2006

2007

2008

2009

2010

1H:2011

Revenue

$652

$1,374

$1,463

$1,567

$1,685

$906

% Growth

4.5%

7.8%

6.5%

7.1%

7.5%

7.5%

Gross Profit

$309

$654

$693

$741

$794

$426

% of Revenue

47.4%

47.6%

47.4%

47.3%

47.1%

47.0%

EBIT

$72

$165

$191

$209

$230

$127

% Margin

11.0%

12.0%

13.0%

13.3%

13.6%

14.0%

After-Tax Unlev. FCF

$95.4

$135.8

$132.1

$123.7

$125.3

$65.6

23

CONFIDENTIAL

CONFIDENTIAL

Preliminary DCF Sensitivity Analysis

Sale price dependent on ability to prove margin and growth of business

DCF Sensitivity - 6.0x terminal EBITDA Multiple; 15.0% WACC

A potential acquiror’s ability to pay a substantial premium will be driven by their ability to
establish synergy opportunities

However, risk exists potential acquiror will create their own lower financial plan

Incremental Revenue Growth

(1.00%)

(0.75%)

(0.50%)

(0.25%)

0.00%

(1.00%)

$26.76

$27.15

$27.54

$27.94

$28.34

Incremental

(0.75%)

$27.36

$27.76

$28.16

$28.56

$28.97

EBIT Margin

(0.50%)

$27.96

$28.36

$28.77

$29.18

$29.59

(0.25%)

$28.56

$28.97

$29.38

$29.80

$30.22

0.00%

$29.16

$29.57

$29.99

$30.42

$30.84

24

CONFIDENTIAL

Preliminary LBO Analysis - As of 9/30/06

Sponsor may
view risk in
management
plan and build
adjusted case

Illustrative LBO Sensitivity Analysis

Transaction Assumptions

Financing Assumptions

(1)        Fees and expenses equal to 2% of debt offered plus $10MM.

Sources:

Leverage

Rate

Term Loan A

3.0x

8.35%

$501.6

Term Loan B

2.0x

12.35%

334.4

New Non-Recourse Debt

47.7

Common Equity

345.2

Total Sources

$1,228.9

Uses:

Purchase of Equity

$927.8

Refinance Revolving Debt

226.6

Refinance Non-Recourse Debt

47.7

Transaction Expenses

(1)

26.7

Total Uses

$1,228.9

Purchase Price

$28.00

   Premium to Current

28.4%

Equity Purchase Price

$927.8

Plus:  Revolving Debt

226.6

Plus:  Non-Recourse Debt

47.7

Plus:  Capital Leases

1.6

Plus:  Minority Interest

41.8

Less:  Existing Cash

(42.1)

Aggregate Value

$1,203.4

LTM EBITDA (9/30/06)

167.2

   Implied Purchase Multiple

7.2x

Imp. AV

$1,131.9

$1,167.6

$1,203.4

$1,239.1

$1,274.8

Shr. Price

$26.00

$27.00

$28.00

$29.00

$30.00

EBITDA Purchase Price Multiple

26.3%

6.8x

7.0x

7.2x

7.4x

7.6x

CY06-CY10

0.0%

42.5%

39.0%

36.0%

33.4%

31.0%

Change in

(2.5%)

37.6%

34.2%

31.3%

28.8%

26.5%

Rev. Growth  v.

(5.0%)

32.3%

29.1%

26.3%

23.9%

21.7%

Mgmt. Case

(7.5%)

26.7%

23.6%

21.0%

18.6%

16.5%

25

CONFIDENTIAL

Preliminary LBO Analysis - As of 12/31/06

Illustrative LBO Sensitivity Analysis

Transaction Assumptions

Financing Assumptions

Sponsor may
view risk in
management
plan and build
adjusted case

(1)        Fees and expenses equal to 2% of debt offered plus $10MM.

Imp. AV

$1,097.6

$1,133.3

$1,169.0

$1,204.7

$1,240.4

Shr. Price

$26.00

$27.00

$28.00

$29.00

$30.00

EBITDA Purchase Price Multiple

31.5%

6.1x

6.3x

6.5x

6.7x

6.9x

CY06-CY10

0.0%

52.3%

47.1%

42.9%

39.3%

36.2%

Change in

(2.5%)

46.4%

41.5%

37.4%

34.0%

31.0%

Rev. Growth  v.

(5.0%)

40.2%

35.4%

31.5%

28.2%

25.3%

Mgmt. Case

(7.5%)

33.2%

28.7%

25.0%

21.8%

19.1%

Purchase Price

$28.00

   Premium to Current

28.4%

Equity Purchase Price

$927.8

Plus:  Revolving Debt

203.6

Plus:  Non-Recourse Debt

41.3

Plus:  Capital Leases

0.4

Plus:  Minority Interest

44.1

Less:  Existing Cash

(48.2)

Aggregate Value

$1,169.0

LTM EBITDA (12/31/06)

179.5

   Implied Purchase Multiple

6.5x

Sources:

Leverage

Rate

Term Loan A

3.0x

8.35%

$538.5

Term Loan B

2.0x

12.35%

359.0

New Non-Recourse Debt

41.3

Common Equity

261.9

Total Sources

$1,200.6

Uses:

Purchase of Equity

$927.8

Refinance Revolving Debt

203.6

Refinance Non-Recourse Debt

41.3

Transaction Expenses

(1)

27.9

Total Uses

$1,200.6

26

CONFIDENTIAL

Weighted Average Cost of Capital Analysis

Assumptions

Cost of Equity

Tax Rate

35.00%

Cost of Equity = Risk Free Rate + Beta * Equity Risk Premium + Size Premium

Risk Free Rate (20 year)

(1)

5.11%

                       = 5.11% + 1.10 * 7.2% + 4.02%

Equity Risk Premium

(2)

7.20%

                       = 17.0%  

Size Premium

4.02%

Industry Statistics

Debt /

Levering

Unlevered

Cost of

Beta

(3)

Mkt Eq.

Factor

(4)

Beta

(5)

Equity

NCOG

1.42

57.1%

1.37

1.03

12.6%

APAC

1.40

11.4%

1.07

1.31

14.5%

CVG

1.14

15.5%

1.10

1.03

12.5%

ICTG

1.09

9.5%

1.06

1.03

12.5%

737143

0.99

25.2%

1.16

0.85

11.2%

PSPT

1.03

0.0%

1.00

1.03

12.5%

SWW

1.12

44.0%

1.29

0.87

11.4%

599933

2.11

29.5%

1.19

1.77

17.8%

SRT

0.99

1.6%

1.01

0.97

12.1%

SYKE

1.11

0.0%

1.00

1.11

13.1%

TTEC

1.25

3.8%

1.02

1.22

13.9%

AACC

1.41

0.0%

1.00

1.41

15.3%

PRAA

0.99

2.1%

1.01

0.98

12.1%

ECPG

1.14

56.6%

1.37

0.83

11.1%

ASFI

1.14

18.2%

1.12

1.02

12.5%

Average

18.3%

1.10

13.0%

Plus: Size Premium

4.0%

Cost of Equity

17.0%

Cost of Capital

Pre-tax Cost of Debt

6.0%

6.5%

7.0%

7.5%

8.0%

8.5%

9.0%

9.5%

10.0%

10.5%

11.0%

After-tax Cost of Debt

3.9%

4.2%

4.6%

4.9%

5.2%

5.5%

5.9%

6.2%

6.5%

6.8%

7.2%

Debt/

Debt/

Average

Lev.

Levered

Cost of

Debt/

Size

Capital

Equity

Unlev. Beta

Factor

Beta

(6)

Equity

(7)

Capital

Premium

WEIGHTED AVERAGE COST OF CAPITAL

(8)

0.0%

0.0%

1.10

1.00

1.10

13.0%

0.0%

4.02%

17.0%

17.0%

17.0%

17.0%

17.0%

17.0%

17.0%

17.0%

17.0%

17.0%

17.0%

5.0%

5.3%

1.10

1.03

1.14

13.3%

5.0%

4.02%

16.6%

16.6%

16.7%

16.7%

16.7%

16.7%

16.7%

16.7%

16.8%

16.8%

16.8%

10.0%

11.1%

1.10

1.07

1.18

13.6%

10.0%

4.02%

16.2%

16.3%

16.3%

16.3%

16.4%

16.4%

16.4%

16.5%

16.5%

16.5%

16.6%

15.0%

17.6%

1.10

1.11

1.22

13.9%

15.0%

4.02%

15.8%

15.9%

15.9%

16.0%

16.0%

16.1%

16.1%

16.2%

16.2%

16.3%

16.3%

20.0%

25.0%

1.10

1.16

1.28

14.3%

20.0%

4.02%

15.4%

15.5%

15.6%

15.6%

15.7%

15.8%

15.8%

15.9%

16.0%

16.0%

16.1%

25.0%

33.3%

1.10

1.22

1.34

14.7%

25.0%

4.02%

15.0%

15.1%

15.2%

15.3%

15.4%

15.4%

15.5%

15.6%

15.7%

15.8%

15.8%

30.0%

42.9%

1.10

1.28

1.40

15.2%

30.0%

4.02%

14.6%

14.7%

14.8%

14.9%

15.0%

15.1%

15.2%

15.3%

15.4%

15.5%

15.6%

35.0%

53.8%

1.10

1.35

1.48

15.8%

35.0%

4.02%

14.2%

14.3%

14.5%

14.6%

14.7%

14.8%

14.9%

15.0%

15.1%

15.3%

15.4%

40.0%

66.7%

1.10

1.43

1.57

16.4%

40.0%

4.02%

13.8%

14.0%

14.1%

14.2%

14.4%

14.5%

14.6%

14.7%

14.9%

15.0%

15.1%

45.0%

81.8%

1.10

1.53

1.68

17.2%

45.0%

4.02%

13.4%

13.6%

13.7%

13.9%

14.0%

14.2%

14.3%

14.5%

14.6%

14.8%

14.9%

50.0%

100.0%

1.10

1.65

1.81

18.1%

50.0%

4.02%

13.0%

13.2%

13.4%

13.5%

13.7%

13.8%

14.0%

14.2%

14.3%

14.5%

14.7%

(1)

Interpolated yield on the 20-year U.S. Treasury bond (4/25/06).

(7)

Cost of Equity:  Rf  +  B ( Rm  -  Rf ).

(2)

The average historic spread between the return on stocks and l-t bonds (Ibbotson Ass.)

(8)

WACC:  Rd  =  Return on Debt               Re  =  Return on Equity

(3)

Barra U.S. Equity Beta Book predictions

[ Rd * ( 1  -  tax rate )  *  ( D / (D + E) ) ]  +  [ Re  *  ( E / (D+E) ) ]

(4)

Levering Factor:  1  +  [ ( 1 - tax rate )  *  ( debt / equity ratio ) ]

(5)

Unlevered Beta:  ( Beta / Levering Factor )

(6)

Levered Beta:  ( Beta  *  Levering Factor )

27

CONFIDENTIAL

B.Recent Trading Performance

28

CONFIDENTIAL

North’s Stock Price Has Recently Rebounded

North’s stock price has recently rebounded as a result of exceeding analysts
expectations in Q4 and providing strong guidance for 2006

April 20, 2004 to April 21, 2006

Source: FactSet.

Note:     Outsourced CRM Services composite includes APAC, Convergys, ICT Group, Intrum Justitia, PeopleSupport, Sitel, SR Teleperformance, Startek, Sykes Enterprises, Teletech

$15

$17

$19

$21

$23

$25

$27

$29

4/20/04

7/12/04

9/29/04

12/17/04

3/10/05

5/31/05

8/18/05

11/7/05

1/30/06

4/20/06

0

300

600

900

1,200

1,500

1,800

2,100

Volume

North

NTM P/E: 15.1x

NTM P/E: 9.2x

NTM P/E: 13.1x

NTM P/E: 8.4x

Current NTM P/E: 12.8x

Current NTM P/E Multiples

Outsourced CRM:

Portfolio Purchasers:

12.7x

21.3x

and West.

Portfolio Purchasers composite includes Asset Acceptance, Asta Funding, Encore Capital and Portfolio Recovery.

29

CONFIDENTIAL

Trading Statistics of Comparable Companies

(USD millions, except per share amounts)

Trading Performance

FD Capitalization

Stock

Disc.

/  Prem.

Equity

Aggr.

FD Aggregate Value /

LT

CY2007

Price

    to LTM

Market

Market

P/E Multiples

Revenue

EBITDA

Gr. Rate

PE /

COMPANY (FYE)

4/25/06

High

Low

Value

Value

CY06

CY07

CY06

CY07

CY06

CY07

(LTGR)

LTGR

NORTH (MANAGEMENT) (Dec.)

$21.80

(10.3%)

42.7%

$704

$1,082

12.1x

8.9x

0.8x

0.8x

6.0x

5.1x

12.0%

0.7x

NORTH (STREET) (Dec.)

$21.80

(10.3%)

42.7%

$704

$1,082

12.7x

11.5x

0.9x

0.9x

6.2x

6.0x

12.0%

1.0x

Outsourced CRM Services

WEST CORP (Dec.)

$47.07

(4.9%)

51.0%

$3,458

$3,703

20.9x

18.8x

2.2x

2.1x

8.9x

8.5x

16.6%

1.1x

CONVERGYS CORP (Dec.)

19.60

0.0%

55.8%

2,780

3,016

18.0x

16.1x

1.1x

1.0x

7.3x

6.8x

11.9%

1.4x

SR TELEPERFORMANCE (Dec.)

40.05

0.0%

43.3%

1,429

1,642

19.3x

17.1x

1.0x

0.9x

7.6x

6.9x

9.6%

1.8x

TELETECH HOLDINGS INC (Dec.)

12.70

(2.4%)

73.0%

908

910

26.5x

19.5x

0.8x

0.7x

8.4x

7.4x

23.3%

0.8x

INTRUM JUSTITIA NV (Dec.)

9.34

(5.2%)

41.2%

732

890

14.2x

13.3x

2.2x

2.1x

10.2x

9.6x

NA  

NA  

SYKES ENTERPRISES INC (Dec.)

16.00

(1.4%)

136.0%

648

520

27.6x

22.2x

1.0x

0.9x

10.1x

8.8x

NA  

NM  

ICT GROUP INC (Dec.)

27.20

(2.0%)

205.6%

369

393

24.3x

19.2x

0.9x

0.8x

9.1x

7.9x

20.0%

1.0x

STARTEK INC (Dec.)

23.02

(5.0%)

100.2%

343

303

24.5x

21.1x

1.3x

1.2x

8.0x

7.4x

15.5%

1.4x

SITEL CORP (Dec.)

4.47

0.0%

181.1%

338

449

14.9x

NA  

NA  

NA  

5.2x

NA  

NA  

NM  

PEOPLESUPPORT INC (Dec.)

11.25

(1.1%)

57.1%

217

175

28.1x

22.5x

2.0x

1.6x

10.4x

8.4x

23.8%

0.9x

APAC CUSTOMER SERVICES INC (Dec.)

2.12

(12.4%)

207.2%

105

116

35.3x

21.2x

0.5x

0.5x

6.2x

5.2x

15.0%

1.4x

Median

(2.0%)

73.0%

24.3x

19.3x

1.1x

1.0x

8.4x

7.7x

16.0%

1.2x

Mean

(3.1%)

104.7%

23.1x

19.1x

1.3x

1.2x

8.3x

7.7x

17.0%

1.2x

Portfolio Purchasers

PORTFOLIO RECOVRY ASSOC INC (Dec.)

$48.33

(6.4%)

39.7%

$784

$784

18.2x

14.9x

4.2x

3.5x

9.3x

7.7x

18.4%

0.8x

ASSET ACCEPTANCE CAPITL CP (Dec.)

20.41

(35.1%)

17.7%

760

710

14.1x

12.4x

2.6x

2.3x

8.1x

7.1x

14.6%

0.8x

ASTA FUNDING INC (Sep.)

34.17

(2.9%)

67.5%

504

593

12.1x

NA  

6.6x

NA  

NA  

NA  

20.0%

NM  

ENCORE CAPITAL GROUP INC (Dec.)

14.43

(26.2%)

11.0%

344

526

9.2x

NA  

2.4x

NA  

6.4x

NA  

15.1%

NM  

Median

(16.3%)

28.7%

13.1x

13.6x

3.4x

2.9x

8.1x

7.4x

16.8%

0.8x

Mean

(17.7%)

34.0%

13.4x

13.6x

3.9x

2.9x

7.9x

7.4x

17.0%

0.8x

Overall Median

(2.9%)

57.1%

19.3x

19.0x

1.6x

1.1x

8.2x

7.5x

16.0%

1.0x

Overall Mean

(7.0%)

85.8%

20.5x

18.2x

2.1x

1.5x

8.2x

7.6x

17.0%

1.1x

Source:  IBES consensus estimates and Wall Street Research

30

CONFIDENTIAL

Management vs. Street Projections

($ in millions, except per share amounts)

Management Forecast

Wall Street Estimates

(1)

Q1:06

Q2:06

Q3:06

Q4:06

CY2006

CY2007

Q1:06

Q2:06

Q3:06

Q4:06

CY2006

CY2007

Revenue

$312

$311

$321

$330

$1,275

$1,374

$311

$311

$308

$307

$1,237

$1,279

vs. Street

1.2

0.2

13.5

23.2

38.2

95.6

0.4%

0.1%

4.4%

7.6%

3.1%

7.5%

EBITDA

43.0

38.0

47.5

51.0

179.5

213.3

38.3

45.2

45.0

44.1

175.1

191.6

vs. Street

4.6

-7.2

2.5

6.9

4.4

21.7

12.1%

(15.9%)

5.6%

15.7%

2.5%

11.3%

EPS

$0.41

$0.33

$0.50

$0.56

$1.80

$2.44

$0.29

$0.45

$0.45

$0.46

$1.65

$1.96

vs. Street

0.12

(0.12)

0.05

0.11

0.15

0.48

42.6%

(26.2%)

10.3%

23.6%

9.4%

24.3%

(1)  Based on an average of Boenning & Scattergood, CIBC, First Analysis, JMP Securities, Suntrust Robinson Humphrey and William Blair reports.

31

CONFIDENTIAL

C.Industry Perspectives

32

CONFIDENTIAL

CRM Companies Have Experienced Volatile
Earnings Results

0

100

200

300

400

500

600

700

800

900

4/23/93

7/23/96

10/24/99

1/23/03

4/25/06

S&P 500

Outsourced CRM

Outsourced CRM Services v. S&P 1993 - Current

Source: FactSet.

Note:     Outsourced CRM composite includes APAC, Convergys, ICT Group, Intrum Justitia, PeopleSupport, Sitel, SR Teleperformance, Startek, Sykes Enterprises, Teletech and West.

CRM industry over-capacity

Internet bubble

Peak of

another cycle?

8.1%

7.7%

7.7%

9.5%

10.5%

12.4%

12.7%

13.5%

14.4%

1997

1998

1999

2000

2001

2002

2003

2004

2005

33

IPO market
focus

Source: Company filings.  Not adjusted for acquisitions.

Note:     Based on Teletech, Sykes and Sitel.

Source: Company filings.  Not adjusted for acquisitions.

Note:     Based on Teletech, Sykes and Sitel.

North ‘07 CRM EBITDA
Margin: 9.5%

North CRM ‘05-’11 Rev
CAGR: 16.5%

CRM Historical EBITDA Margin

CRM Historical Y / Y Revenue Growth

55.7%

5.9%

5.1%

4.8%

2.8%

(6.5%)

27.6%

28.6%

28.4%

1997

1998

1999

2000

2001

2002

2003

2004

2005

33

30.0%

63.0%

45.0%

49.0%

33.5%

41.7%

67.4%

76.9%

78.0%

61.0%

89.3%

11.0%

12.0%

15.1%

17.3%

18.9%

24.0%

28.5%

45.0%

47.0%

54.3%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Top 5 Clients

Largest Client

Largest

Client

:

CONFIDENTIAL

Customer Concentration in CRM Is A Focus
for the Investment Community

“TeleTech’s five largest clients account for
about 50% of revenue. While we believe the
company's relationship with these customers is
good, the company is obviously exposed to
some risk given its revenue concentration with
these clients.”

David J. Koning,

Robert W. Baird (11/4/05)

“While the Sprint Nextel billing contract remains
a wildcard, we note that Convergys has more or
less quantified the expected impact of the
Cingular migration. The fact that the migration
could cost Convergys more than $30 million in
operating income next year is not happy news,
but putting a number on the damage is a
healthy first step towards getting beyond this
loss and starting to focus on new opportunities.”

Shaul Eyal

CIBC (11/18/05)

“Startek’s customer base is highly
concentrated. While this is a risk, it also
provides SRT the ability to concentrate on key
customers and deliver outstanding
service…However, we are optimistic the firm
can diversify its customer base in 2005 via new
business and/or expanding into other verticals,
which could ease revenue concentration.”

Tom Carpenter,

Hilliard Lyons (April 14, 2005)

Source:  SEC Public filings and Credit Suisse Investment Banking estimates

(1)  WSTC top 100 clients account for 63% of revenues.

(2)  Accenture and Microsoft account for 7.8% and 7.3% of revenues and

top 10 clients account for 45% of revenues.

(3)  Convergys top 3 clients account for 33.5% of revenues.

(4)  GM and HP both account for 12% of revenues.  Top 20 clients account for 67.4%.

(5)  North represents 2006 estimates for CRM business.

(6)  PeopleSupport top 2 clients account for 47% of revenues.

(7)  Startek top 3 customers account for 89.3% of revenues.  

North total business:

Top 5 Clients:37.0%

Largest Client:10.7%

15.7%

West

Sykes

ClientLogic

Convergys

Convergys

Sitel

Minacs

Peoplsupport

⁽⁴⁾

⁽¹⁾

⁽²⁾

⁽³⁾

⁽⁶⁾

⁽⁷⁾

North⁽⁵⁾

34

CONFIDENTIAL

Large Players Entering North’s Core ARM Market

In late 2004, acquired Arrow Financial Services, a purchaser of performing and non-
performing consumer debt and provider of contingency collection services, to gain
entrance to the debt recovery industry

In May 2004, acquired Encore Receivable Management for up to $68 million, to enter the
accounts receivable management business

In 2002, acquired Attention LLC for an initial payment of $35.7 million plus future
payments between $21.5 and $50 million, to capitalize on the opportunities in the
accounts receivable management arena

In late 2004, acquired Account Solutions Group, a credit card debt collection company, to
establish a footprint in the US accounts receivable industry

In March 2006, reached a five-year agreement to provide Microsoft with credit and
collection services in Europe, the Middle East and Africa

Equity Value

$3,458

CY06E Revenues

1,692.7

CY07E Revenues

1,781.6

Equity Value

$2,780

CY06E Revenues

2,701.7

CY07E Revenues

2,877.8

Equity Value

$26,076

CY06E Revenues

17,486.6

CY07E Revenues

18,906.4

Equity Value

$11,118

CY06E Revenues

2,024.4

CY07E Revenues

2,892.0

Equity Value

$22,583

CY06E Revenues

3,450.8

CY07E Revenues

4,033.8

35

CONFIDENTIAL

CS does not provide any tax advice. Any tax statement herein regarding any US federal tax is not intended or
written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any penalties. Any such
statement herein was written to support the marketing or promotion of the transaction(s) or matter(s) to which the
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36

EX-99.(C)(5)

Prepared and filed by St Ives Financial