UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NCO Group, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
628858102
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(CUSIP Number)
Jonathan P. Robinson, Chief Financial Officer
CRW Financial, Inc.
443 S. Gulph Road, King of Prussia, PA 19406
(610) 878-7400
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 8, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. 628858102
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1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| CRW Financial, Inc.
| 23-2691986
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|
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
| (b) |_|
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3 | SEC USE ONLY
|
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4 | SOURCE OF FUNDS*
|
| OO
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
| TO ITEMS 2(d) OR 2(e)
| |_|
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| Delaware
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| 7 | SOLE VOTING POWER
| |
| | 250,000
NUMBER OF SHARES |-----|--------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | |
REPORTING PERSON | | 0
WITH |-----|--------------------------------------
| 9 | SOLE DISPOSITIVE POWER
| |
| | 250,000
|-----|--------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| |
| | 0
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 250,000
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| SHARES*
| |_|
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| 2.8%
|
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14 | TYPE OF REPORTING PERSON*
| CO
|
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
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CUSIP No. 628858102
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Item 1. Security and Issuer
This statement relates to shares of the common stock, no par value ("Common
Stock"), of NCO Group, Inc. (the "Issuer"). The Issuer's principal executive
offices are located at 1740 Walton Road, Blue Bell, PA 19244.
Item 2. Identity and Background
(a) Name: CRW Financial, Inc. (the "Reporting Company") State of
Incorporation: Delaware Principal Business: Indirect provider of
teleservices
(b) Principal Business Address: 443 South Gulph Road, King of Prussia, PA
19406
(c) Principal Office Address: Same as Item 2(b)
(d) During the last 5 years, the Reporting Company has not been convicted
in any criminal proceeding.
(e) During the last 5 years, the Reporting Company has not been a party to
a civil proceeding, the result of which was or is to enjoin future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
The Reporting Company does not at this time have any plans or proposals
with respect to the Issuer as described in Items 4(a)-(j) of Schedule 13D.
Subject to availability, price and applicable laws and regulations, the
Reporting Company may purchase additional shares of Common Stock or other
securities of the Issuer, or may sell or otherwise dispose of any or all of such
securities now or hereafter acquired, on such terms as and at such prices as it
may from time to time determine.
Item 5. Interest in Securities of the Issuer
(a) As of July 9, 1997, the Reporting Company beneficially owned 250,000
shares of Common Stock. Based upon the Issuer's most recent public
filings, this represents beneficial ownership of approximately 2.8% of
the Issuer's issued and outstanding Common Stock.
(b) The Reporting Company has sole power to vote or to direct the vote,
and the sole power to dispose or to direct the disposition of all
shares of Common Stock beneficially owned by it and described herein.
(c) On July 8, 1997, the Registrant completed the sale of 345,178 shares
of the Issuer's Common Stock in an underwritten secondary public
offering of Common Stock conducted by the Issuer, receiving net
proceeds of $27.88 per share after underwriting commissions, for
aggregate net proceeds to the Reporting Company of approximately $9.6
million.
(d) Not applicable.
<PAGE>
SCHEDULE 13D
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CUSIP No. 628858102
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(e) The Reporting Company ceased to be the beneficial owner of greater
than five percent (5%) of the Issuer's Common Stock on July 8, 1997.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
None.
<PAGE>
SCHEDULE 13D
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CUSIP No. 628858102
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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.
CRW FINANCIAL, INC.
Date: July 15, 1997 By: /s/Jonathan P. Robinson
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Jonathan P. Robinson, Vice President
and Chief Financial Officer
