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. 1)
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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
<PAGE>
JANUARY 8, 1998
<PAGE>
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") which relates 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 December 29, 1997, a putative class action lawsuit
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 Corp.[sic.] and Union Corp.[sic.], (C.A. No. 16106-NC) (the
"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.
The Action alleges that the Merger Consideration and the terms of the
Merger are inadequate and unfair. The Action also asserts, among other
things, that the members of the Company's Board of Directors named as
defendants (the "Director Defendants"), have, in violation of their fiduciary
duties, failed to maximize shareholder value, to conduct an adequate market
check, to act independently and to properly inform themselves of the Company's
value. No class action has been certified in this matter.
The complaint seeks a declaration that: (i) the action is properly
maintainable as a class action and certifying plaintiff as the representative
of the class; (ii) defendants have breached and are breaching their fiduciary
and other duties to plaintiff and other members of the potential class and
(iii) the proposed transaction is a legal nullity. The complaint also seeks
to enjoin defendants and their agents from proceeding with, consummating or
closing the proposed transaction or, alternatively, to rescind the transaction
in the event that the transaction is consummated. The complaint also seeks
compensatory damages, in an amount to be determined at trial, together with
pre-judgment and post-judgment interest, attorney's fees and costs.
The Company has informed Parent and Purchaser that it believes that the
Action and the characterizations contained in the complaint are without
foundation and contrary to fact and that it intends to vigorously defend this
matter. Parent and Purchaser also intend to vigorously defend this matter.
<PAGE>
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 8, 1998
OUTSOURCING SOLUTIONS INC.
By: /s/ TIMOTHY G. BEFFA
____________________________
NAME: Timothy G. Beffa
TITLE: President and Chief
Executive Officer
SHERMAN ACQUISITION CORPORATION
By: /s/ TIMOTHY G. BEFFA
____________________________
NAME: Timothy G. Beffa
TITLE: President
