<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13-d AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
NCO Group, Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
628858102
- ------------------------------------------------------------------------------
(CUSIP Number)
December 31, 1998
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 628858102 Page 1 of 6 pages
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
persons
PNC Bank Corp. 25-1435979
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ ]
b) [ ]
3) SEC USE ONLY
4) Citizenship or Place of Organization Pennsylvania
Number of Shares 5) Sole Voting Power 628,225
Beneficially Owned
By Each Reporting
Person With 6) Shared Voting Power 0
7) Sole Dispositive Power 852,637
8) Shared Dispositive Power 435,064
9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,288,451
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11) Percent of Class Represented by Amount in Row (9) 7.2
12) Type of Reporting Person (See Instructions) HC
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13-d AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
NCO Group, Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
628858102
- ------------------------------------------------------------------------------
(CUSIP Number)
December 31, 1998
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 628858102 Page 2 of 6 pages
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
above persons
PNC Bancorp, Inc. 51-0326854
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ ]
b) [ ]
3) SEC USE ONLY
4) Citizenship or Place of Organization Delaware
Number of Shares 5) Sole Voting Power 628,225
Beneficially Owned
By Each Reporting
Person With 6) Shared Voting Power 0
7) Sole Dispositive Power 852,637
8) Shared Dispositive Power 435,064
9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,288,451
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
11) Percent of Class Represented by Amount in Row (9) 7.2
12) Type of Reporting Person (See Instructions) HC
<PAGE> 3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13-d AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
NCO Group, Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
628858102
- ------------------------------------------------------------------------------
(CUSIP Number)
December 31, 1998
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 628858102 Page 3 of 6 pages
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
persons
PNC Bank, National Association 22-1146300
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ ]
b) [ ]
3) SEC USE ONLY
4) Citizenship or Place of Organization
Number of Shares 5) Sole Voting Power 628,225
Beneficially Owned
By Each Reporting
Person With 6) Shared Voting Power 0
7) Sole Dispositive Power 852,637
8) Shared Dispositive Power 435,064
9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,288,451
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11) Percent of Class Represented by Amount in Row (9) 7.2
12) Type of Reporting Person (See Instructions) BK
<PAGE> 4
ITEM 4 - OWNERSHIP:
The following information is as of December 31, 1998:
(a) Amount Beneficially Owned: 1,288,451 shares
(b) Percent of Class: 7.2
(c) Number of shares to which such person has:
(i) sole power to vote or to direct the vote 628,225
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition of 852,637
(iv) shared power to dispose or to direct the disposition of 435,064
<PAGE> 5
ITEM 7 - IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Included are the following subsidiaries of PNC Bank Corp. - HC:
PNC Bancorp, Inc. - HC (wholly owned subsidiary of PNC Bank Corp.)
PNC Bank, National Association - BK (wholly owned subsidiary of PNC Bancorp
Inc.)
ITEM 10 - CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
<PAGE> 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 12, 1999
---------------------------------------------
Date
/s/ ROBERT L. HAUNSCHILD
---------------------------------------------
Signature - PNC Bank Corp.
Robert L. Haunschild, Senior Vice President
and Chief Financial Officer
---------------------------------------------
Name/Title
February 12, 1999
---------------------------------------------
Date
/s/ JAMES B. YAHNER
---------------------------------------------
Signature - PNC Bancorp, Inc.
James B. Yahner, Vice President
---------------------------------------------
Name/Title
February 12, 1999
---------------------------------------------
Date
/s/ THOMAS R. MOORE
---------------------------------------------
Signature - PNC Bank, National Association
Thomas R. Moore, Vice President and Secretary
---------------------------------------------
Name/Title
AN AGREEMENT TO FILE A JOINT
STATEMENT WAS PREVIOUSLY FILED
AS EXHIBIT A TO THE SCHEDULE 13G
FILED ON FEBRUARY 13, 1998.
