-----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, Cnwuy2bsqk1gwgczcTJYO1bKbGL2rGtjSd7Rfj/g9Ox3xaHWAGBxFCJM4jVrYIGK 91rIkYRuaExg8GcvEEUtng== 0001125282-06-007226.txt : 20061115 0001125282-06-007226.hdr.sgml : 20061115 20061115154259 ACCESSION NUMBER: 0001125282-06-007226 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: WISE ALLEN F CENTRAL INDEX KEY: 0001206620 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21639 FILM NUMBER: 061219867 BUSINESS ADDRESS: STREET 1: C/O NCO GROUP INC STREET 2: 507 PRUDENTIAL ROAD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 301 581 0600 MAIL ADDRESS: STREET 1: COVENTRY HEALTH CARE, INC. STREET 2: 6705 ROCKLEDGE DRIVE, SUITE #900 CITY: BETHESDA STATE: MD ZIP: 20817 4 1 form.xml X0202 4 2006-11-15 1 0001022608 NCO GROUP INC NCOG 0001206620 WISE ALLEN F COVENTRY HEALTH CARE, INC. 6705 ROCKLEDGE DRIVE, SUITE #900 BETHESDA MD 20817 1 Common Stock 2006-11-15 4 D 0 8700 D 0 D Director Stock Option (Right to Buy) 12.09 2006-11-15 4 D 0 1500 D 2006-12-19 Common Stock 1500 0 D Director Stock Option (Right to Buy) 16.67 2006-11-15 4 D 0 15000 D 2007-04-10 Common Stock 15000 0 D Director Stock Option (Right to Buy) 19.42 2006-11-15 4 D 0 3000 D 2007-06-23 Common Stock 3000 0 D Director Stock Option (Right to Buy) 21.63 2006-11-15 4 D 0 3000 D 2008-06-29 Common Stock 3000 0 D Director Stock Option (Right to Buy) 33.00 2006-11-15 4 D 0 3000 D 2009-05-26 Common Stock 3000 0 D Director Stock Option (Right to Buy) 31.19 2006-11-15 4 D 0 3000 D 2010-05-15 Common Stock 3000 0 D Director Stock Option (Right to Buy) 25.35 2006-11-15 4 D 0 3000 D 2011-05-15 Common Stock 3000 0 D Director Stock Option (Right to Buy) 27.51 2006-11-15 4 D 0 3000 D 2012-05-20 Common Stock 3000 0 D Director Stock Option (Right to Buy) 18.17 2006-11-15 4 D 0 3000 D 2013-05-19 Common Stock 3000 0 D Director Stock Option (Right to Buy) 22.72 2006-11-15 4 D 0 3000 D 2014-05-17 Common Stock 3000 0 D Director Stock Option (Right to Buy) 19.50 2006-11-15 4 D 0 3000 D 2015-05-16 Common Stock 3000 0 D Director Stock Option (Right to Buy) 26.00 2006-11-15 4 D 0 3000 D 2016-05-16 Common Stock 3000 0 D Pursuant to the merger agreement dated as of July 21, 2006 by and among NCO, Collect Holdings, Inc. and Collect Acquisition Corp. (i) 5,700 shares of NCO common stock were disposed of in exchange for $27.50 per share and (ii) 3,000 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. Generally, options become exercisable 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. Unvested options became exercisable in full upon consummation of the merger. Pursuant to the merger agreement dated as of July 21, 2006 by and among NCO, Collect Holdings, Inc. and Collect Acquisition Corp., 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 dated as of July 21, 2006 by and among NCO, Collect Holdings, Inc. and Collect Acquisition Corp. 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-----