SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 23, 1998
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Outsourcing Solutions Inc.
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(Exact Name of Registrant as Specified in Charter)
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Delaware 333-16867 58-2197161
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)
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390 South Woods Mill Rd., Suite 150, Chesterfield, MO 63017
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (314) 576-0022
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Not applicable.
Item 2. Acquisition or Disposition of Assets
On January 23, 1998, Outsourcing Solutions Inc. ("OSI"), through its wholly
owned subsidiary, Sherman Acquisition Corp. ("Sherman"), completed its
previously announced tender offer (the "Tender Offer") for the shares ("Shares")
of Common Stock, par value $.50 per share of The Union Corporation ("Union").
OSI acquired approximately 79.5% of the outstanding shares through the Tender
Offer at a cash price of $31.50 per share. The purchase price for such shares
was approximately $145 million. The full text of a press release, dated January
26, 1998, issued by OSI with respect to consummation of the Tender Offer is
filed herewith as Exhibit 99.1.
OSI obtained the funds required to purchase the outstanding Shares and related
costs through additional senior secured bank borrowings under the Company's
Second Amended and Restated Credit Agreement. Goldman Sachs Credit Partners L.P.
and Chase Manhattan Bank act as administrative co-agents for the lenders under
the Second Amended and Restated Credit Agreement.
OSI intends to cause a meeting of the shareholders of Union and effect the
merger of Sherman into Union as promptly as possible. All remaining Union
shareholders will be entitled to receive $31.50 cash per share in the merger.
Upon consummation of the merger, Union will become a wholly owned subsidiary of
OSI. A copy of the Share Purchase Agreement and Plan of Merger, dated as of
December 22, 1997, among OSI, Sherman and Union was previously filed by OSI as
Exhibit 2.1 to its Current Report on Form 8-K filed on December 31, 1997.
Items 3-6 Not applicable.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
The statement of operations and balance sheet data for the fiscal
years ended June 30, 1996 and 1997 have been filed with the Securities
and Exchange Commission (the "SEC") by Union as part of Union's Annual
Report on Form 10-K for the fiscal years ended June 30, 1996 and 1997
and are incorporated herein by reference.
The (i) consolidated balance sheet of Union as of June 30, 1997 and
September 30, 1997, (ii) the consolidated statement of operations for
the three months ended September 30, 1996 and 1997 and (iii) the
consolidated statement of cash flows for the three months ended
September 30, 1996 and 1997 have been filed with the SEC as part of
Union's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1997, and are incorporated herein by reference.
(b) Pro Forma Financial Information
The pro forma financial information required by this Item will be
filed by an amendment to this Report not later than 60 days after the4
date hereof.
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(c) Exhibit No. Description
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99.1 Press Release, dated January 26, 1998, issued by OSI.
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Item 8. Not applicable.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunder duly authorized.
Dated: February 6, 1998
Outsourcing Solutions Inc.
By: /s/ Timothy G. Beffa
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Name: Timothy G. Beffa
Title: President and Chief
Executive Officer
OSI
Outsourcing Solutions Inc.
Timothy G. Beffa
President and
Chief Executive Officer
phone 314-514-2600
fax 314-576-1867
390 South Woods Mill Road
Suite 150
St. Louis, Missouri 63017
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TO: All OSI and Union Employees
FROM: Tim Beffa
DATE: January 27, 1998
SUBJECT: Press Release
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PRESS RELEASE
OUTSOURCING SOLUTIONS INC. COMPLETES TENDER OFFER
FOR THE UNION CORPORATION
St. Louis, Missouri, January 26, 1998 - Outsourcing Solutions Inc. ("OSI")
announced today that its wholly owned subsidiary, Sherman Acquisition
Corporation, had 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 a preliminary count, a total of 4,613,829 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 79% of the outstanding shares of 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 market 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.
