<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
------------------------
THE UNION CORPORATION
(Name of Subject Company)
------------------------
THE UNION CORPORATION
(Name of Person(s) Filing Statement)
------------------------
COMMON STOCK, PAR VALUE $.50 PER SHARE
(Title of Class of Securities)
906072 10 3
(CUSIP number of Class of Securities)
WILLIAM B. HEWITT
PRESIDENT
THE UNION CORPORATION
SUITE 100
211 KING STREET
CHARLESTON, SOUTH CAROLINA 29401
(803) 958-3800
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of person(s) filing statement)
WITH A COPY TO:
ROBERT H. HAINES, ESQ.
ZIMET, HAINES, FRIEDMAN & KAPLAN
460 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 486-1700
January 21, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
This Amendment No. 2 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 dated December 24, 1997 (as amended pursuant to
Amendment No. 1 to Schedule 14D-9 dated January 14, 1998, the "Schedule 14D-9")
which relates to the tender offer (the "Offer") made by Sherman Acquisition
Corporation ("Purchaser"), a Delaware corporation and a wholly owned subsidiary
of Outsourcing Solutions Inc. ("Parent"), a Delaware corporation, pursuant to
the Share Purchase Agreement and Plan of Merger (the "Agreement") by and among
Parent, Purchaser and The Union Corporation (the "Company") as disclosed in a
Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1"), dated December
24, 1997, to purchase all outstanding shares of Common Stock, par value $.50 per
share (the "Shares"), of 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 the related Letter of Transmittal.
Item 4(b) of the Schedule 14D-9 is hereby amended and supplemented as follows:
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(b) BACKGROUND; OPINION OF FINANCIAL ADVISOR; REASONS FOR RECOMMENDATION.
In a letter to Melvin Cooper, Chairman of the Board of the Company, dated
January 16, 1998, NCO Group, Inc. ("NCO") referred to its September 30, 1997
proposal to acquire the Company for $39 in NCO stock, "subject to due diligence
and negotiation of an appropriate collar," and reaffirmed its interest in
acquiring the Company at the prices quoted in its September 30, 1997 letter
(which letter was summarized in Amendment No. 1 to Schedule 14D-9, dated January
14, 1998, filed by the Company with the Securities and Exchange Commission), and
stated that after discussion with the Company regarding the Company's share
count and its 1998 and 1999 financial outlook, NCO "may be willing and able" to
increase the prices quoted in that letter. In a further letter to Mr. Cooper
dated January 19, 1998, NCO requested a meeting with management of the Company
and the Company's Board of Directors to discuss its proposal to acquire the
Company for $39 per share in NCO stock. NCO stated that its January 19 letter
was "to formally request a meeting with you, and the Board of Directors of The
Union Corporation, to discuss an offer to acquire The Union Corporation. We
believe you and the Board will determine our offer to be a superior offer to
that of Outsourcing Solutions, Inc. and Sherman Acquisition Corporation." NCO
further stated that "As the offer was proposed, we believe that $39 per share,
paid in the Common Stock of NCO Group, Inc., to be a superior offer to that of
Outsourcing Solutions, Inc. and Sherman Acquisition Corporation."
In view of these letters, the Company asked Oppenheimer for its current
financial advice with respect to the NCO proposals set forth in NCO's September
30, 1997 letter (as reaffirmed and proposed in the January 16 and 19, 1998
letters), and to report to the Board at its regularly scheduled meeting to be
held on January 20, 1998.
At the January 20, 1998 meeting of the Board, representatives of Oppenheimer
reiterated their view, expressed on November 19, 1997, that the $30 cash
proposal by NCO was not as favorable to the Company's stockholders as the Offer
and the Merger. The Board also reviewed NCO's statement in its September 30
letter that a cash offer was not a viable option because amortization and
interest expense would bring the purchase price below a level that the Company
would accept.
With respect to the stock proposals, Oppenheimer expressed its views that an
offer of NCO stock, as outlined in NCO's September 30, 1997 letter (reaffirmed
and proposed in the January 16 and 19, 1998 letters), would expose the Company's
stockholders to substantial risk that the price of NCO stock would not be
maintained, that the Company's stockholders would face a significant problem
with liquidity in NCO stock, and that there was a significant risk that a stock
transaction with NCO would not be completed as proposed. Oppenheimer's
conclusions regarding the stock proposals were based upon, among other things,
the high price/earnings multiple at which NCO's stock has been trading as
compared to comparable companies, the preliminary nature of NCO's proposals, the
length of time which would be required to
2
<PAGE>
close a stock transaction with NCO and Oppenheimer's assessment, based on public
information concerning NCO, of the discounted present value of NCO's cash flow
after giving effect to the proposed transaction with the Company (taking into
account various assumptions which Oppenheimer, in its judgement, deemed
reasonable).
The directors considered, among other things, the matters addressed in
Oppenheimer's report, the uncertainties involved in consummating a transaction
with NCO (including the Company's obligation to pay Parent a $7.7 million
termination fee under certain circumstances), the length of time which would be
required to close a stock transaction with NCO, and the financial market and
business risks which would be faced by the Company during such period. The
directors also considered the prospect of the Company's stockholders receiving
promptly $31.50 a share in cash if the Offer were consummated and the
possibility of jeopardizing that transaction if the Company pursued the NCO
proposals. Further, the directors were advised by Oppenheimer that it was aware
of no developments which would cause it to withdraw its December 22, 1997
opinion that the aggregate consideration to be paid to the stockholders of the
Company in the Offer and the Merger is fair, from a financial point of view, to
such stockholders. Based on all of the foregoing, the Board unanimously
determined that it was not in the best interest of the Company's stockholders to
pursue the NCO proposals and that the NCO proposals were unlikely to result in a
Superior Proposal (as defined in the Agreement).
Accordingly, the Board unanimously agreed to repeat and maintain its
recommendation that all holders of Shares accept the Offer and tender their
Shares pursuant to the Offer.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented as follows:
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.
(a) Press Release published by the Company on January 21, 1998.
(b) Letter to the Company's Stockholders, dated January 21, 1998.
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.
<TABLE>
<S> <C> <C>
THE UNION CORPORATION
By: /s/ NICHOLAS P. GILL
-----------------------------------------
Nicholas P. Gill
Executive Vice President, Chief Financial
Officer, Secretary and Treasurer
</TABLE>
Dated: January 21, 1998
3
<PAGE>
Contact: Nicholas P. Gill
(203) 629-0505
THE UNION CORPORATION
FOR IMMEDIATE RELEASE -- JANUARY 21, 1998
GREENWICH, CONNECTICUT: The Union Corporation (NYSE: "UCO") announced today
that its Board of Directors, at a regularly scheduled meeting held on January
20, 1998, considered letters received on January 16 and January 19 from NCO
Group, Inc. reaffirming NCO's interest in a proposed acquisition of Union for
$39 per share in NCO stock, subject to possible increase, and requesting a
meeting with the Board of Directors to discuss the proposal. Union's Board
considered, among other things, the uncertainties involved in consummating a
transaction with NCO, the length of time which would be required to close a
stock transaction with NCO, the financial market and business risks which would
be faced by the Company during such period, and the views of Union's financial
advisors as to the risk to Union's stockholders that the price of NCO stock
would not be maintained and the limited liquidity of NCO stock. The Board
unanimously determined that it was not in the best interest of Union's
stockholders to pursue the NCO proposal and repeated its recommendation that all
holders of Union common stock accept the pending $31.50 cash tender offer from
Outsourcing Solutions Inc.
Union has today filed with the Securities and Exchange Commission Amendment
No. 2 to its Schedule 14D-9 relating to the tender offer by OSI. The OSI tender
offer is scheduled to expire at midnight on January 23, 1998.
Union, through its subsidiaries, furnishes a broad range of credit and
receivables management outsourcing services to large and small businesses.
Union's common stock is traded on the New York Stock Exchange under the symbol
"UCO".
<PAGE>
THE
_______________________________________________________________UNION CORPORATION
745 Fifth Avenue, Suite 1107
MELVIN L. COOPER New York, NY 10151
CHAIRMAN OF THE BOARD (212) 751-6422
Facsimile: (212) 755-0302
January 21, 1998
Dear Stockholder:
In connection with the ongoing tender offer (the "Offer") to purchase all
the issued and outstanding shares (the "Shares") of common stock, par value $.50
per share, of The Union Corporation ("Union") at a cash price of $31.50 per
Share by Sherman Acquisition Corporation ("Purchaser"), a Delaware corporation
and a wholly-owned subsidiary of Outsourcing Solutions Inc., a Delaware
corporation ("OSI"), we enclose Amendment No. 2 to Schedule 14D-9 which is being
filed by Union with the Securities and Exchange Commission today. The amendment
contains certain supplemental information relating to the Offer.
AS STATED IN THE SCHEDULE 14D-9, AS AMENDED, YOUR BOARD OF DIRECTORS
BELIEVES, AND CONTINUES TO BELIEVE, THAT THE OFFER IS FAIR TO, AND IN THE BEST
INTEREST OF, UNION'S STOCKHOLDERS AND RECOMMENDS THAT UNION'S STOCKHOLDERS
TENDER THEIR SHARES PURSUANT TO THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the Schedule 14D-9, as
amended, including the information set forth in the enclosed amendment.
Additional information with respect to this transaction is contained in the
documents previously delivered to you, including the Schedule 14D-9, Amendment
No. 1 to Schedule 14D-9, the Offer to Purchase and the related materials
(including the Letter of Transmittal). Those documents set forth in detail the
terms and conditions of the Offer and provide instructions on how to tender
Shares, or withdraw Shares previously tendered. We urge you to read the enclosed
amendment, as well as the previously delivered materials, carefully in making
your decision with respect to tendering your Shares.
Sincerely yours,
MELVIN L. COOPER
Chairman of the Board
