[LETTERHEAD OF THE UNION CORPORATION]
December 24, 1997
Dear Stockholder:
I am pleased to inform you that on December 22, 1997, The Union Corporation
("Union") entered into a Share Purchase Agreement and Plan of Merger (the
"Merger Agreement") with Outsourcing Solutions Inc., a Delaware corporation
("OSI"), and Xxxxxxx Acquisition Corporation, a Delaware corporation and a
wholly-owned subsidiary of OSI ("Purchaser"), pursuant to which Purchaser has
today commenced a tender offer (the "Offer") to purchase all issued and
outstanding shares of common stock, par value $.50 per share, of Union (the
"Shares") at a cash price of $31.50 per Share. The Merger Agreement provides
that, subject to fulfillment of certain conditions, following completion of the
Offer, Purchaser will merge into Union, and Union, as the surviving corporation
in the merger, will become a wholly-owned subsidiary of OSI. Pursuant to the
Merger Agreement and subject to certain conditions therein, any Shares that are
not acquired through the Offer will be converted into the right to receive in
cash the same per share price paid in the Offer. As a result, Union will no
longer be a public company and there will be no public market for shares of its
stock.
YOUR BOARD OF DIRECTORS BELIEVES 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 enclosed Schedule 14D-9,
including the opinion of CIBC Xxxxxxxxxxx Corp., financial advisor to Union.
Additional information with respect to these transactions is contained in
the enclosed Schedule 14D-9. Also enclosed herewith is the Offer to
Purchase and related materials, including a Letter of Transmittal to be used
for tendering Shares. These documents set forth in detail the terms and
conditions of the Offer and provide instructions on how to tender Shares.
We urge you to read these materials carefully in making your decision with
respect to tendering your Shares.
Sincerely yours,
XXXXXX X. XXXXXX
Chairman of the Board
