SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MAY PETER W

(Last) (First) (Middle)
C/O TRIARC COMPANIES, INC.
280 PARK AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ENCORE CAPITAL GROUP INC [ (ECPG) ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/22/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/22/2005 S 8,600 D $17.91 1,288,200 I By Madison West(1)(2)
Common Stock 06/23/2005 S 3,700 D $17.55 1,284,500 I By Madison West(1)(2)
Common Stock 06/23/2005 S 1,850 D $17.57 1,282,650 I By Madison West(1)(2)
Common Stock 06/23/2005 S 1,850 D $17.67 1,280,800 I By Madison West(1)(2)
Common Stock 06/23/2005 S 2,220 D $17.69 1,278,580 I By Madison West(1)(2)
Common Stock 06/23/2005 S 1,850 D $17.7 1,276,730 I By Madison West(1)(2)
Common Stock 06/23/2005 S 962 D $17.77 1,275,768 I By Madison West(1)(2)
Common Stock 06/23/2005 S 2,220 D $17.81 1,273,548 I By Madison West(1)(2)
Common Stock 15,000 D
Common Stock 101,275 I By Triarc(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. All such shares are held by Madison West Associates Corp., a wholly-owned subsidiary of Triarc Companies, Inc. (Triarc). Mr. May is an officer, director and significant stockholder of Triarc.
2. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
3. All such securites are held by Triarc. Mr. May is an officer, director and significant stockholder of Triarc.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
By: Brian L. Schorr, as Attorney-in-Fact for 06/24/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                 Exhibit 24
                                POWER OF ATTORNEY

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Brian L. Schorr and Stuart I. Rosen, signing singly, the
undersigned's true and lawful attorney-in-fact to:

         (1) complete and execute for and on behalf of the undersigned, in the
         undersigned's capacity as (i) an officer, (ii) a director, and/or (iii)
         a 10% shareholder of Encore Capital Group, Inc. (the "Company"), Forms
         3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange
         Act of 1934 and the rules thereunder; and

         (2) do and perform any and all acts for and on behalf of the
         undersigned which may be necessary or desirable to complete and execute
         any such Form 3, 4 or 5, complete and execute any amendment or
         amendments thereto, and timely file such form with the United States
         Securities and Exchange Commission and any stock exchange or similar
         authority.

         The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934 ("Section 16"). The undersigned hereby agrees on behalf of
the undersigned and the undersigned's heirs, executors, legal representatives
and assigns to indemnify, defend and hold each of the foregoing
attorneys-in-fact harmless from and against any and all claims that may arise
against such attorney-in-fact by reason of any violation by the undersigned of
the undersigned's responsibilities under Section 16 or any other claim relating
to any action taken by such attorney-in-fact pursuant to this Power of Attorney.

         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 24th day of June, 2005.

                                                     PETER W. MAY
                                                     -----------------------
                                                     Name:  Peter W. May