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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): April 14, 2000
NCO GROUP, INC.
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(Exact name of Registrant as specified in its charter)
Pennsylvania 0-21639 23-2858652
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(State or other jurisdiction (Commission File Number) (I.R.S. Employee
of Identification Number)
incorporation or
organization)
515 Pennsylvania Avenue
Fort Washington, Pennsylvania 19034
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (215) 793-9300
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Item 5. Other Events
On April 14, 2000, NCO Group, Inc.'s ("NCO") Board of Directors
approved a plan to divest of its Market Strategy division. NCO's Market Strategy
division provides market research and telemarketing services. Its market
research assets were acquired through the Tele-Research and Response Center
acquisitions. The telemarketing assets were acquired as non-core components of
the JDR Holdings, Inc. and Compass International Services Corporation
acquisitions.
The divestiture is expected to generate a loss on disposal of
approximately $20.8 million. Excluding this one-time charge to earnings for
discontinued operations, the divestiture is expected to have no impact on
earnings per share from continuing operations on an ongoing basis. This is due
to the expectation that the net reduction in interest realized from the proceeds
of the divestiture will offset the ongoing profits that were expected from the
division. The company expects to complete the divestiture by the end of the
third quarter of 2000.
Certain statements in this Current Report on Form 8-K, including,
without limitation, statements as to the impact of the disposal of the Market
Strategy division, statements as to the Company's or management's beliefs,
expectations or opinions and all other statements in this Current Report on Form
8-K, other than historical facts, are forward-looking statements, as such term
is defined in the Securities Exchange Act of 1934, which are intended to be
covered by the safe harbors created thereby. Forward-looking statements are
subject to risks and uncertainties, are subject to change at any time and may be
affected by various factors that may cause actual results to differ materially
from the expected or planned results. In addition to the factors discussed
above, certain other factors, including without limitation, the risk that the
Company will not be able to implement its five-year strategy as and when
planned, risks relating to growth and future acquisitions, risks related to
fluctuations in quarterly operating results, risks related to the timing of
contracts, risks related to strategic acquisitions and international operations,
and other risks detailed from time to time in the Company's filings with the
Securities and Exchange Commission, including the Annual Report on Form 10-K,
filed on March 27, 2000, as amended, can cause actual results and developments
to be materially different from those expressed or implied by such
forward-looking statements.
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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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Steven L. Winokur
Executive Vice President, Finance;
Chief Financial Officer; and
Treasurer
Date: May 5, 2000
