-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VGuBTcSkvGq458wS4XqIZsbpT32mNtirrunBx/t2fynaSHTSQNTqTV7ONr8jr9Aw m/p8sXSZpJgG2x+mKOm5Dw== 0001125282-06-007220.txt : 20061115 0001125282-06-007220.hdr.sgml : 20061115 20061115153953 ACCESSION NUMBER: 0001125282-06-007220 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061115 FILED AS OF DATE: 20061115 DATE AS OF CHANGE: 20061115 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NCO GROUP INC CENTRAL INDEX KEY: 0001022608 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320] IRS NUMBER: 232858652 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 507 PRUDENTIAL ROAD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 215-441-3000 MAIL ADDRESS: STREET 1: 507 PRUDENTIAL ROAD CITY: HORSHAM STATE: PA ZIP: 19044 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GINDIN JOSH CENTRAL INDEX KEY: 0001211970 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21639 FILM NUMBER: 061219839 BUSINESS ADDRESS: STREET 1: C/O NCO GROUP STREET 2: 507 PRUDENTIAL RD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 215-441-3000 MAIL ADDRESS: STREET 1: C/O NCO GROUP INC STREET 2: 507 PRUDENTIAL RD CITY: HORSHAM STATE: PA ZIP: 19044 4 1 form.xml X0202 4 2006-11-15 1 0001022608 NCO GROUP INC NCOG 0001211970 GINDIN JOSH C/O NCO GROUP INC 507 PRUDENTIAL RD HORSHAM PA 19044 1 EVP, Gen. Counsel & Secretary Common Stock 2006-11-15 4 D 0 16754 D 0 D Common Stock 2006-11-15 4 D 0 537 D 0 I By 401(k) Plan Common Stock 2006-11-15 4 D 0 1500 D 0 I By Spouse Common Stock 2006-11-15 4 D 0 1000 D 0 I By Self as Custodian for Children Employee Stock Option (Right to Buy) 21.50 2006-11-15 4 D 0 20000 D 2008-06-05 Common Stock 20000 0 D Employee Stock Option (Right to Buy) 33.38 2006-11-15 4 D 0 10000 D 2008-12-16 Common Stock 10000 0 D Employee Stock Option (Right to Buy) 29.94 2006-11-15 4 D 0 50000 D 2009-12-13 Common Stock 50000 0 D Employee Stock Option (Right to Buy) 25.19 2006-11-15 4 D 0 50000 D 2010-10-27 Common Stock 50000 0 D Employee Stock Option (Right to Buy) 19.35 2006-11-15 4 D 0 10881 D 2011-03-28 Common Stock 10881 0 D Employee Stock Option (Right to Buy) 18.24 2006-11-15 4 D 0 1810 D 2011-12-14 Common Stock 1810 0 D Employee Stock Option (Right to Buy) 20.05 2006-11-15 4 D 0 30000 D 2011-12-14 Common Stock 30000 0 D Employee Stock Option (Right to Buy) 15.98 2006-11-15 4 D 0 20000 D 2012-12-06 Common Stock 20000 0 D Employee Stock Option (Right to Buy) 18.17 2006-11-15 4 D 0 15168 D 2010-05-19 Common Stock 15168 0 D Employee Stock Option (Right to Buy) 17.86 2006-11-15 4 D 0 3619 D 2013-02-05 Common Stock 3619 0 D Employee Stock Option (Right to Buy) 24.84 2006-11-15 4 D 0 11614 D 2014-07-28 Common Stock 11614 0 D Employee Stock Option (Right to Buy) 17.85 2006-11-15 4 D 0 11913 D 2015-10-26 Common Stock 11913 0 D Pursuant to the merger agreement dated as of July 21, 2006 by and among NCO, Collect Holdings, Inc. and Collect Acquisition Corp. (the "Merger Agreement"), (i) 2,000 shares of NCO common stock were disposed of in exchange for $27.50 per share and (ii) 14,754 restricted stock units ("RSUs"), which became fully vested upon consummation of the merger, were cancelled in exchange for a cash payment equal to $27.50 per RSU. Amounts shown do not include 228,904 shares which, pursuant to the Merger Agreement, were rolled over in exchange for equity in Collect Holdings, Inc. which include (i) 152,160 shares held in trust for the benefit of Mr. Barrist's children for which Mr. Gindin is co-trustee; and (ii) 76,744 shares held in trust for the benefit of members of Mrs. Annette Barrist or Mr. Barrist's family for which Mr. Gindin is co-trustee, as to all of which shares Mr. Gindin disclaims beneficial ownership. Also does not include 76,035 shares which, pursuant to the Merger Agreement, were disposed of in exchange for $27.50 per share which include (i) 74,160 shares held in trust for the benefit of a former director's children for which Mr. Gindin is trustee; (ii) 375 shares held in trust for the benefit of Mr. Barrist's children for which Mr. Gindin is co-trustee; and (iii) 1,500 shares held in trust for the benefit of members of Mrs. Annette Barrist's family for which Mr. Gindin is trustee, as to all of which shares Mr. Gindin disclaims beneficial ownership. Includes 2,000 shares jointly owned with spouse. Pursuant to the Merger Agreement, 537 shares of NCO common stock which were allocated to Mr. Gindin's account under NCO's 401(k) Plan were disposed of in exchange for $27.50 per share. Pursuant to the Merger Agreement, 1,500 shares of NCO common stock were disposed of in exchange for $27.50 per share. Pursuant to the Merger Agreement, 1,000 shares of NCO common stock were disposed of in exchange for $27.50 per share. Generally, options become exercisable in three equal installments beginning one year after the date of grant. Effective December 29, 2005, the board of directors accelerated unvested options with an exercise price equal to or greater than $17.25 per share. Pursuant to the Merger Agreement, this option was cancelled in exchange for a cash payment equal to the product of (i) the number of shares of NCO common stock subject to the option multiplied by (ii) the excess of $27.50 over the per share exercise price. This option was cancelled pursuant to the Merger Agreement. The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person. /s/ Steven L. Winokur, attorney-in-fact 2006-11-15 -----END PRIVACY-ENHANCED MESSAGE-----