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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): January 30, 1997
NCO GROUP, INC.
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(Exact name of Registrant as specified in its charter)
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Pennsylvania 0-21639 23-2858652
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
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1740 Walton Road
Blue Bell, Pennsylvania 19422-0987
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (610) 832-1440
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Item 2. Acquisition or Disposition of Assets.
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On January 30, 1997 (the "TRC Closing Date"), NCO Teleservices, Inc., a
Pennsylvania corporation ("NCO Teleservices") which is a wholly-owned subsidiary
of NCO Group, Inc. ("NCO"), acquired substantially all of the assets of
Tele-Research Center, Inc., a Pennsylvania corporation ("TRC"), and Strategic
Information, Inc., a Pennsylvania corporation ("SII"), pursuant to the terms of
a certain Asset Purchase Agreement, dated January 30, 1997 (the "TRC Purchase
Agreement"), by and among, NCO, TRC, SII and Robert Malmud and Andrew Pauson,
the shareholders of TRC (collectively, the "TRC Shareholders"). TRC and SII
provided market research, data collection, and other teleservices to market
research companies as well as end-users.
Under the TRC Purchase Agreement, NCO Teleservices purchased
substantially all of the assets and rights relating to TRC's and SII's market
research and telemarketing business (the "TRC Business"). NCO Teleservices paid
$1,600,000 in cash for the TRC Business and assumed certain contractual
obligations. The purchase price may be increased by a maximum of up to $600,000
if the TRC Business achieves certain revenue targets during the three year
period following the TRC Closing Date, as set forth in the TRC Purchase
Agreement. At the option of the Seller, the purchase price adjustment may be
paid in cash or NCO Common Stock, based on the fair market value of NCO Common
Stock as of the date that the purchase price adjustment accrues.
Item 7. Financial Statements and Exhibits.
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The following exhibits are being filed as part of this report:
(a) Financial Statements of Businesses Acquired.
It is impracticable to provide any required financial
statements for the acquired businesses at this time.
Any required financial statements will be filed as an
amendment to this Form 8-K as soon as practicable,
but not later than April 15, 1997.
(b) Pro Forma Financial Information.
It is impracticable to provide any required pro forma
financial information for the acquired businesses at
this time. Any required pro forma financial
information will be filed as an amendment to this
Form 8-K as soon as practicable, but not later than
April 15, 1997.
(c) Exhibits.
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Number Title
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1. Asset Purchase Agreement, dated January 30,
1997, by and among NCO, TRC, SII and the TRC
Shareholders. (To be filed by amendment).
NCO will furnish to the Securities and
Exchange Commission a copy of any omitted
schedule upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NCO GROUP, INC.
By: /s/ Steven L. Winokur
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Vice President, Finance
and Chief Financial Officer
Date: February 14, 1997
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