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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. 5)
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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 23, 1998
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This Amendment No. 5 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"),
Amendment No. 3 to the Schedule 14D-1 ("Amendment No. 3") and Amendment No. 4 to
the Schedule 14D-1 ("Amendment No. 4") 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:
In a January 22, 1998 hearing, the Delaware Chancery Court denied the
motion of the plaintiffs in Toder v. Hewitt, et. al. and Rosenfeld Family
Foundation v. Hewitt, et. al. filed before it requesting a temporary restraining
order enjoining consummation of the Offer. The full text of a press release,
dated January 22, 1998, issued by the Parent with respect to the
hearing is filed herewith as Exhibit (a)(9) and is incorporated herein by
reference.
Item 11 Material to be Filed as Exhibits
Exhibit (a)(9) Press Release, dated January 22, 1998, issued by Parent.
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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 23, 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
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Exhibit
Number Description
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Exhibit (a)(9) Press Release, dated January 22, 1998, issued by Parent.
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PRESS RELEASE
OSI ANNOUNCES DENIAL OF TEMPORARY RESTRAINING ORDER; OSI TENDER
OFFER FOR THE UNION CORPORATION WILL EXPIRE
AT MIDNIGHT ON JANUARY 23, 1998
ST. LOUIS, MISSOURI--January 22, 1998. Outsourcing Solutions Inc. ("OSI")
announced this afternoon that the Delaware Chancery Court has denied the motion
of the plaintiffs in two putative class action lawsuits filed before it for a
temporary restraining order enjoining the consummation of OSI's $31.50 per share
cash tender offer for all of the outstanding shares of the common stock of The
Union Corporation (NYSE: UCO) ("Union").
OSI's $31.50 per share cash tender offer for all of the outstanding shares
of Union is scheduled to expire at midnight, tomorrow, January 23, 1998.
