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 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 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 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 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. 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.