SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1)
of the Securities and Exchange Act of 1934
(Amendment No. 6)*
and
SCHEDULE 13D
under the Securities and Exchange Act of 1934
THE UNION CORPORATION
(Name of Subject Company)
OUTSOURCING SOLUTIONS INC.
SHERMAN ACQUISITION CORPORATION
(Bidders)
COMMON STOCK, PAR VALUE $0.50 PER SHARE
(Title 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
(Date of Event Which Requires Filing Statement on
Schedule 13D)
*Constituting the final amendment to Schedule 14D-1.
=============================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Outsourcing Solutions Inc.
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) ( )
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS
SC, BK
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ( )
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-**
- -----------------------------------------------------------------------------
8 SHARED VOTING POWER
-0-
- -----------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-**
- -----------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,610,729
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATES AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES ( )
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (1)*
Approximately 77.82% of the shares issued and outstanding
as of January 23, 1998
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
=============================================================================
* SEE FOOTNOTE ON PAGE 3.
** Outsourcing Solutions Inc. is the sole shareholder of Sherman
Acquisition Corporation which has sole voting and sole dispositive power
over 4,610,729 shares.
2
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=============================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Sherman Acquisition Corporation
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) ( )
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS
SC, BK, AF
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ( )
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
7 SOLE VOTING POWER
4,610,729
- -----------------------------------------------------------------------------
8 SHARED VOTING POWER
-0-
- -----------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
4,610,729
- -----------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,610,729
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATES AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES ( )
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (1)*
Approximately 77.82% of the Shares issued and Outstanding
as ofJanuary 23, 1998
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
=============================================================================
* SEE FOOTNOTE ON FOLLOWING PAGE
3
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* AS OF JANUARY 23, 1998 THERE WERE (A) 5,924,655 SHARES (AS DEFINED
HEREIN) ISSUED AND OUTSTANDING, AND (B) OUTSTANDING STOCK OPTIONS TO PURCHASE AN
AGGREGATE OF 603,534 SHARES. PARENT (AS DEFINED HEREIN) OWNS 100% OF PURCHASER
(AS DEFINED HEREIN), AND PURCHASER OWNS APPROXIMATELY 77.82% OF THE ISSUED AND
OUTSTANDING SHARES (APPROXIMATELY 77.78% ON A FULLY DILUTED BASIS). PURSUANT TO
THE SHARE PURCHASE AGREEMENT AND PLAN OF MERGER DATED DECEMBER 22, 1997 BY AND
AMONG PARENT, PURCHASER AND THE COMPANY (AS DEFINED HEREIN), OUTSTANDING STOCK
OPTIONS TO PURCHASE AN AGGREGATE OF 600,034 SHARES WERE CANCELLED IMMEDIATELY
UPON THE CONSUMMATION OF THE TENDER OFFER, AND EACH HOLDER THEREOF, IN
CANCELLATION AND SETTLEMENT THEREFOR, BECAME ENTITLED TO PAYMENTS IN CASH EQUAL
TO THE DIFFERENCE BETWEEN THE EXERCISE PRICE OF SUCH OPTIONS AND $31.50. ANY
SHARES NOT PURCHASED IN THE OFFER WILL BE CANCELLED AND BECOME THE RIGHT TO
RECEIVE $31.50 PER SHARE WHEN THE MERGER OF PURCHASER WITH AND INTO THE COMPANY
IS COMPLETED.
THIS AMENDMENT NO. 6 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"), AMENDMENT NO. 4 TO THE SCHEDULE 14D-1 ("AMENDMENT NO. 4") AND
AMENDMENT NO. 5 TO THE SCHEDULE 14D-1 ("AMENDMENT NO. 5") 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"). THIS AMENDMENT NO. 6, WHICH CONSTITUTES THE FINAL
AMENDMENT TO THE SCHEDULE 14D-1, ALSO CONSTITUTES A STATEMENT ON SCHEDULE
13D OF THE PURCHASER AND THE PARENT WITH RESPECT TO THE SHARES BENEFICIALLY
OWNED BY THE PURCHASER AND THE PARENT.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby amended and supplemented by adding thereto the following:
On January 23, 1998, the Purchaser accepted for payment a total of
4,610,729 Shares. Any Shares not purchased in the Offer will be cancelled and
will become the right to receive $31.50 per Share when the merger of the
Purchaser with and into the Company is completed.
4
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ITEM 10. ADDITIONAL INFORMATION
Item 10 is hereby amended and supplemented by adding thereto the
following:
The Offer expired at 12:00 midnight, New York City time, on Friday,
January 23, 1998.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Exhibit (a)(10) Press Release, dated January 26, 1998, issued by Parent.
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 26, 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
<PAGE>
EXHIBIT
NUMBER DESCRIPTION
Exhibit (a)(10) Press Release, dated January
26, 1998, issued by Parent.
<PAGE>
Exhibit a(10)
OUTSOURCING SOLUTIONS INC. COMPLETES TENDER OFFER
FOR THE UNION CORPORATION
ST. LOUIS, Mo. (WIRE NEWS), January 26, 1998 -- Outsourcing Solutions
Inc. ("OSI") announced today that its wholly owned subsidiary, Sherman
Acquisition Corporation, has successfully completed its tender offer for all
outstanding shares of the Common Stock of The Union Corporation (NYSE: UCO)
("Union") at a price of $31.50 per share in cash.
OSI stated that, based on preliminary count, a total of 4,610,729
shares of Common Stock (including 1,040,606 shares subject to guarantees of
delivery) had been tendered pursuant to the offer, which expired at 12:00
midnight, EST, on Friday, January 23, 1998. All such shares have been accepted
for purchase in accordance with the terms of the offer.
After giving effect to the purchase of the shares tendered, OSI will
own approximately 77.82% of the outstanding shares Common Stock of Union.
OSI intends to cause a meeting of the shareholders of Union and effect
the merger of Sherman Acquisition Corporation into Union as promptly as
possible. All remaining Union shareholders will be entitled to receive in the
merger the same $31.50 cash price for each of their shares. Upon consummation of
the merger, Union will become a wholly owned subsidiary of OSI.
With this acquisition, OSI, a McCown De Leeuw & Co. portfolio company,
becomes one of the largest receivables management companies in the United States
with pro forma 1997 revenue of approximately $450 million. The combination of
OSI and Union creates a receivables management company that is capable of
offering services across the entire spectrum of the receivables management
market, from credit usage and management, to outsourcing of pre-charge-off
receivables, to contingent collection of delinquent debts, to purchasing
portfolios of charged-off debt.
Union, which posted $121.7 million in revenue in the year ended June
30, 1997, operates in three primary markets segments through its Transworld
Systems division, the largest collection agency serving small businesses; Allied
Bond & Collection Agency and Capital Credit Corporation, both contingent
collection agencies; and Interactive Performance and High Performance Services,
units which provide leading-edge credit usage and receivables management
outsourcing services to major corporations.
OSI was formed in September 1995 by McCown De Leeuw & Co., a private
equity firm with offices in New York City and Menlo Park, California, to become
one of the leading companies in the highly fragmented and rapidly consolidating
collections industry. OSI serves credit grantors in a wide range of industries
including banking, retailing, health care, government and education, direct
marketing, telecommunications and utilities.
CONTACT: Timothy Beffa, (314) 514-2600, Outsourcing Solutions Inc.
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