-----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, Ekq2SXDfWmblIf9S5ifRnsmM5feY7POiPAr90yRWKQzgn1gAdylTJOu+3XvaEpzc /hpMWi1FjxtL/x3kO23hsQ== 0001125282-06-007233.txt : 20061115 0001125282-06-007233.hdr.sgml : 20061115 20061115154655 ACCESSION NUMBER: 0001125282-06-007233 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 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: NAPLES RONALD J CENTRAL INDEX KEY: 0001133696 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21639 FILM NUMBER: 061219905 BUSINESS ADDRESS: BUSINESS PHONE: 6108324107 MAIL ADDRESS: STREET 1: QUAKER CHEMICAL CORP STREET 2: ONE QUAKER PARK, 901 HECTOR STREET CITY: CONSHOHOCKEN STATE: PA ZIP: 19428 4 1 form.xml X0202 4 2006-11-15 1 0001022608 NCO GROUP INC NCOG 0001133696 NAPLES RONALD J C/O NCO GROUP INC. 507 PRUDENTIAL RD. HORSHAM PA 19044 1 Common Stock 2006-11-15 4 D 0 5160 D 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 Director Stock Option (Right to Buy) 19.50 2006-11-15 4 D 0 15000 D 2015-05-16 Common Stock 15000 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) 2,160 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. The Form 4 filed by Mr. Naples on May 18, 2006 erroneously overstated the number of shares disposed of by Mr. Naples by 3 shares. Accordingly, such Form 4 also incorrectly excluded 3 shares from the "Amount of Securities Beneficially Owned Following Reported Transaction(s)" column. 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. 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 EX-24 2 naples-powerofattorney.htm b820ed77b773fff5ff4869ff2c5acca6.doc

POWER OF ATTORNEY



Know all by these presents, that the undersigned hereby constitutes and appoints each of Steven L. Winokur or Joshua Gindin, or either of them, signing singly, the undersigned's true and lawful attorney-in-fact to:


(1) complete and execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of NCO Group, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;


(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 and 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and


(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.


The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.


This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.







IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of May, 2005.


/s/ Ronald J. Naples    

Signature



Ronald J. Naples   

Print Name




Sworn to and subscribed

before me, a Notary Public,

this 24th day of May, 2005.



 /s/ Joan S. Comer     

Notary Public


My Commission expires:  January 24, 2006  


COMMONWEALTH OF PENNSYLVANIA

Notarial Seal

Joan S. Comer, Notary Public

Whitemarsh Twp., Montgomery County

My Commission Expires Jane. 24, 2006

Member, Pennsylvania Association of Notaries

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