UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
CRW Financial, Inc.
443 South 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)
February 2, 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 |X|. (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
CUSIP No. 628858102
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 (e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
595,178
_____________________________________________________
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH _____________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 595,178
_____________________________________________________
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
595,178
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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)
8.1%
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14 TYPE OF REPORTING PERSON*
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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) CRW Financial, Inc.
(a-1) State of Incorporation: Delaware
(a-2) Principal Business: Indirect provider of teleservices
(b) Principal business address: 443 South Gulph Road, King of
Prussia, PA 19406
(c) Principal office address: 443 South Gulph Road, King of
Prussia, PA 19406
(d) During the last five years, the Reporting Company has not been
convicted in a criminal proceeding.
(e) During the last five 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 prohibit or mandate activities
subject to, federal or state securities laws or a civil
proceeding finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On February 2, 1997, the Reporting Company acquired 345,178 shares of
Common Stock and warrants to purchase 250,000 shares of Common Stock in
partial payment by issuer for the purchase of certain assets of the
Reporting Company.
Item 4. Purpose of Transaction.
On February 2, 1997, the Reporting Company acquired 345,178 shares of
Common Stock and warrants to purchase 250,000 shares of Common Stock in
partial payment by issuer for the purchase of certain assets of the
Reporting Company. The Reporting Company intends to dispose of its
shares of common stock pursuant to and in accordance with certain
registration rights granted by the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) As of February 2, 1997, the Reporting Company beneficially
owned 595,178 shares of Common Stock. Based upon the Issuer's
most recent public filings, this represents beneficial
ownership of approximately 8.1% 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 him and described herein.
(c) See response to Item 3 above.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Material to Be Filed as Exhibits.
None.
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.
Dated: February 12, 1997 /s/ Jonathan P. Robinson
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JONATHAN P. ROBINSON, Chief Financial Officer
