X0201 4 2004-03-26 0 0001022608 NCO GROUP INC NCOG 0001211970 GINDIN JOSH C/O NCO GROUP, INC. 507 PRUDENTIAL ROAD HORSHAM PA 19044 0 1 0 0 Executive Vice President, Gene Stock Options (Right to Buy) 19.35 2004-03-26 2004-03-26 4 A 0 27140 A 2011-03-28 Common Stock 27140 27140 D Stock Options (Right to Buy) 18.24 2004-03-26 2004-03-26 4 A 0 5428 A 2011-12-14 Common Stock 5428 5428 D Stock Options (Right to Buy) 17.86 2004-03-26 2004-03-26 4 A 0 5428 A 2013-02-05 Common Stock 5428 5428 D Pursuant to the Agreement and Plan of Merger dated as of December 12, 2003 (the "Merger Agreement") by and among NCO Group, Inc. ("NCOG"), NCPM Acquisition Corporation and NCO Portfolio Management, Inc. ("NCPM") , NCPM's stock option plan will continue in effect after the merger as an option plan of NCOG. Accordingly, the options listed were converted from options to purchase NCPM common stock and adjusted as to (a) the exercise price per share and (b) the amount of underlying NCOG common stock based on the exchange ratio of 0.36187 of a share of NCOG common stock for each share of NCPM common stock. One-third of these options became exercisable on each of March 28, 2002, March 28, 2003 and March 28, 2004. These options were received in the merger in exchange for employee stock options to purchase 75,000 shares of NCPM common stock at an exercise price of $7.00 per share. One-third of these options became exercisable on each of December 14, 2002 and December 14, 2003, and one-third will become exercisable on December 14, 2004. These options were received in the merger in exchange for employee stock options to purchase 15,000 shares of NCPM common stock at an exercise price of $6.60 per share. One-third of these options became exercisable on February 5, 2004, and one-third will become exercisable on each of February 5, 2005 and February 5, 2006. These options were received in the merger in exchange for employee stock options to purchase 15,000 shares of NCPM common stock at an exercise price of $6.46 per share. The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934 (as amended), the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person. /s/ Josh Gindin 2004-03-26