X0201 4 2004-03-26 1 0001134971 NCO PORTFOLIO MANAGEMENT INC NCPM 0001219331 MERINGOLO MICHAEL B C/O NCO PORTFOLIO MANAGEMENT, INC. 1804 WASHINGTON BLVD. DEPT. 200 BALTIMORE MD 21230 0 1 0 0 Senior VP of Operations Common Stock, par value $.01 per share 2004-03-26 2004-03-26 4 D 0 2434 D 0 D Stock Options (Right to Buy) 7.00 2004-03-26 2004-03-26 4 D 0 75000 D 2011-03-28 Common Stock 75000 0 D Stock Options (Right to Buy) 6.60 2004-03-26 2004-03-26 4 D 0 25000 D 2011-12-14 Common Stock 25000 0 D Stock Options (Right to Buy) 6.46 2004-03-26 2004-03-26 4 D 0 25000 D 2013-05-02 Common Stock 25000 0 D The shares listed were disposed of 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") in exchange for 880 shares of 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 (the "Exchange Ratio"). On March 26, 2004, the effective date of the merger, the market value of NCOG common stock was $22.66 per share, based on the closing sale price on such date. Pursuant to the Merger Agreement, NCPM's stock option plan will continue in effect after the merger as an option plan of NCOG. Accordingly, the options listed will become options to purchase NCOG common stock, subject to adjustments to (a) the exercise price per share and (b) the number of the underlying shares of NCOG common stock based on the Exchange Ratio. One-third of these options became exercisable on each of March 28, 2002, March 28, 2003 and March 28, 2004. As a result of the merger, these options will become 27,140 options to purchase share of NCOG common stock at an exercise price of $19.35 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. As a result of the merger, these options will become 9,047 options to purchase share of NCOG common stock at an exercise price of $18.24 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. As a result of the merger, these options will become 9,047 options to purchase share of NCOG common stock at an exercise price of $17.86 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/ Michael B. Meringolo 2004-03-26