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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
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THE UNION CORPORATION
(NAME OF SUBJECT COMPANY)
OUTSOURCING SOLUTIONS INC.
SHERMAN ACQUISITION CORPORATION
(BIDDERS)
COMMON STOCK, PAR VALUE $0.50 PER SHARE
(TITLE OF CLASS OF SECURITIES)
906072103
(CUSIP NUMBER OF CLASS OF SECURITIES)
TIMOTHY G. BEFFA
OUTSOURCING SOLUTIONS INC.
390 SOUTH WOODS MILL ROAD
SUITE 150
CHESTERFIELD, MO 63017
(314) 576-0022
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
FRANK L. SCHIFF, ESQ.
WHITE & CASE LLP
1155 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 819-8200
JANUARY 22, 1998
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This Amendment No. 4 amends and supplements the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1"), Amendment No. 1 to the Schedule 14D-1
("Amendment No. 1"), Amendment No. 2 to the Schedule 14D-1 ("Amendment No. 2")
and Amendment No. 3 to the Schedule 14D-1 ("Amendment No. 3"), which relate to
the offer by Sherman Acquisition Corporation, a Delaware corporation (the
"Purchaser") and a direct wholly-owned subsidiary of Outsourcing Solutions Inc.,
a Delaware corporation (the "Parent"), to purchase all outstanding shares of
Common Stock, par value $0.50 per share (the "Shares"), of The Union
Corporation, a Delaware corporation (the "Company"), upon the terms and subject
to the conditions set forth in the Offer to Purchase dated December 24, 1997
(the "Offer to Purchase"), and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, constitute the "Offer").
ITEM 10 ADDITIONAL INFORMATION
Item 10(e) is hereby amended and supplemented by adding thereto the
following:
On January 21, 1998, a Second Amended Complaint (the "Second Amended
Complaint") in the putative class action captioned JERRY TODER v. WILLIAM B.
HEWITT, MELVIN L. COOPER, GORDON S. DUNN, ROBERT A. KERR, JAMES C. MILLER III,
HERBERT R. SILVER, HERBERT A. DENTON, ROBERT A. MARSHALL, JAMES M. MCCORMICK,
OUTSOURCING SOLUTIONS INC., SHERMAN ACQUISITION CORPORATION AND THE UNION
CORPORATION, (C.A. No. 16106-NC) was filed in the Court of Chancery in the State
of Delaware, New Castle County on behalf of the public shareholders of the
Company. In addition, on the same date, an additional putative class action
lawsuit captioned ROSENFELD FAMILY FOUNDATION v. WILLIAM B. HEWITT, MELVIN L.
COOPER, GORDON S. DUNN, ROBERT A. KERR, JAMES C. MILLER III, HERBERT R. SILVER,
HERBERT A. DENTON, ROBERT A. MARSHALL, JAMES M. MCCORMICK, OUTSOURCING SOLUTIONS
INC., SHERMAN ACQUISITION CORPORATION AND UNION CORPORATION, (C.A. No. 16151-NC)
(the "Second Action") was filed in the Court of Chancery in the State of
Delaware, New Castle County on behalf of the public shareholders of the Company.
In addition to the allegations previously asserted, the Second Amended
Complaint also alleges that the directors of the Company failed to adequately
consider and pursue an offer to acquire the Company by NCO Group, Inc. ("NCO")
and to adequately disclose information relating to such expression of interest
by NCO on a timely basis. The Second Amended Complaint also alleges that the
Director Defendants breached their fiduciary duties to maximize shareholder
value, to act independently to protect the interests of the Company's public
shareholders and to respond reasonably and on an informed basis to all BONA FIDE
offers for the Company. The Second Amended Complaint further alleges that the
Director Defendants are wrongly refusing to use the Company's shareholder rights
plan to maximize shareholder value.
In addition to the relief previously requested, the plaintiffs are
requesting that the defendants be ordered to make full, corrective disclosure of
all material information not yet disclosed and be enjoined and restrained from
closing the Offer for a reasonable period of time to permit the information in
Amendment No. 2 to the 14D-9 filed by the Company to be disseminated to and
digested by the Company's shareholders.
The allegations asserted and relief sought in the Second Action are
substantially similar to those contained or sought, as the case may be, in the
Second Amended Complaint.
The Company has informed Parent and Purchaser that it believes that each of
the Second Amended Complaint and the Second Action and the characterizations
contained in each such complaint are without foundation and contrary to fact and
that it intends to vigorously defend these matters. Parent and Purchaser also
intend to vigorously defend these matters.
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The plaintiffs in TODER v. HEWITT, et. al. and ROSENFELD FAMILY FOUNDATION
v. HEWITT, et. al. have moved for an order to temporarily restrain Parent,
Purchaser, Company and the Director Defendants from taking any steps to
implement or give effect to the Purchaser's pending Offer for the outstanding
shares of common stock of the Company, including accepting shares tendered in
the Offer or consummating the Offer. The Delaware Chancery Court, acting
without notice to the parties, has scheduled a hearing on the motion for 1:00
p.m. on January 22, 1998.
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SIGNATURE
After due 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: January 22, 1998
OUTSOURCING SOLUTIONS INC.
By: /s/ TIMOTHY G. BEFFA
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NAME: Timothy G. Beffa
TITLE: President and Chief Executive
Officer
SHERMAN ACQUISITION CORPORATION
By: /s/ TIMOTHY G. BEFFA
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NAME: Timothy G. Beffa
TITLE: President
