<PAGE> 1
SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Check the appropriate box:
/x/ Preliminary Information Statement / / Confidential, for use of the
/ / Definitive Information Statement Commission only (as permitted
by Rule 14c-5(d)(2))
UNIHOLDING CORP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g)
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 set forth the amount on which the filing
fee is calculated and state how it was determined:
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
PRELIMINARY INFORMATION STATEMENT
UNIHOLDING CORP.
96 SPRING STREET
NEW YORK, NEW YORK 10012
- --------------------------------------------------------------------------------
INFORMATION STATEMENT
Pursuant to Section 14
of the Securities Exchange Act of 1934
and Regulation 14C and Schedule 14C thereunder
- --------------------------------------------------------------------------------
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY.
This Information Statement has been filed with the Securities and
Exchange Commission (the "SEC") and transmitted on or about December 2, 1995 to
the holders of record of shares of common stock, par value $0.01 per share (the
"Common Stock"), of UniHolding Corp., formerly United Fashions Inc., a Delaware
corporation (the "Company"). This Information Statement is being furnished
pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") in connection with the following amendments to the
Certificate of Incorporation of the Company which are being submitted to
stockholders for approval by written consent in lieu of a meeting pursuant to
Section 228(a) of the Delaware General Corporation Law, as amended (the
"Delaware Law"):
(1) to provide for a four-to-one reverse split of the Common Stock of
the Company; and
(2) to provide for a decrease of authorized shares of Common Stock of
the Company from 60 million to 20 million; and
(3) to change the name of the Company from "UniHolding Corp." to
"UniHolding Corporation".
The amendments are required to allow the Company to reduce the amount
of franchise tax payable annually to its incorporating state, Delaware.
Extensive discussions between the Company's management, its accountants, tax
advisors and auditors have taken place regarding the reduction of US taxes and
in particular the Company's large franchise tax. As a result, management has
determined that the reduction in the outstanding share base would reduce its
franchise tax significantly. Discussions with the majority stockholder and
several unaffiliated stockholders, has led the Company to believe that such
stockholders would agree with management's determination and that the proposed
amendments described herein would be adopted. The proposed amendments to the
Certificate of Incorporation of the Company has been unanimously approved by
the full board of directors of the Company. Consent of the holders of a
majority of the Common Stock of the Company is required to approve the
amendments under the Delaware Law. As discussed above, it is anticipated that
holders of a majority of the Common Stock of the Company will adopt the
resolution by written consent without a meeting approving the
Preliminary Information Statement 1
<PAGE> 3
amendments upon the expiration of the 20 day waiting period prescribed by
Section 14 of the Exchange Act and Regulation 14C thereunder. However, if
holders of the majority of the Common Stock of the Company do not consent to
the amendments, then such amendments will not become effective.
This Information Statement also serves as notice to stockholders of an
action taken by less than unanimous written consent as required by Section
228(d) of the Delaware Law. The effect of the proposed reverse stock split and
reduction of authorized shares on the owners of the Company's Common Stock is
shown in "DESCRIPTION OF THE AMENDMENT TO BE APPROVED -- The Effect of the
Reverse Stock Split and the Reduction in Authorized Shares upon Stockholders."
After consummation of the proposed reverse stock split, the Company will
continue to have in excess of 300 stockholders and will continue to file all
periodic and other transactional reports required under the Exchange Act.
Additionally, the Company would like to take this opportunity to inform
the stockholders that it will undertake to register all of its then outstanding
shares of Common Stock on behalf of the stockholders within a reasonable time
upon the approval of the above amendments. See "DESCRIPTION OF REGISTRATION
STATEMENT -- Notice to Stockholders."
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
This Information Statement is being mailed on or about December 2, 1995
to all stockholders of record as of the preceding business day.
As of November 20, 1995, there were issued and outstanding 23,870,730
shares of Common Stock, the only class of voting securities of the Company.
Each share of Common Stock entitles its holder to one vote.
The following table sets forth, as of November 20, 1995, the name and
address of each person who is known to the Company to be the beneficial owner
of more than 5% of the Company's currently issued and outstanding Common Stock
and the amount and nature of beneficial ownership and percent of class owned by
each such person.
NAME AND ADDRESS NUMBER OF PERCENT OF
OF BENEFICIAL OWNER OUTSTANDING SHARES CLASS(1)
------------------- ------------------ ----------
Unilabs Holdings SA 11,944,990 50.04%
53rd Street
Urbanizacion Obarrio Torre
Swiss Bank
Sixteenth Floor
Panama
Edgard Zwirn(2) 11,945,490 50.04%
49, Chemin Sous-Caran
1245 Collonge-Bellerive
Switzerland
All Officers and Directors 12,757,040 53.44%
as a group(3)
Preliminary Information Statement 2
<PAGE> 4
(1) Percent of Class is calculated by dividing the number of currently
issued and outstanding shares held by such beneficial owner by the total number
of currently issued and outstanding shares of the Company.
(2) Edgard Zwirn may be deemed to be the beneficial owner of
11,944,990 shares by virtue of his position as Chairman of the Board of Unilabs
Holdings SA, a Switzerland corporation ("Swiss Holdings") which is the parent of
Unilabs Holdings SA (Panama). However, Mr. Zwirn disclaims beneficial ownership
of such shares except for 15.4% thereof, his proportionate ownership of Swiss
Holdings or 1,935,008 shares. He directly owns 500 shares of the Common Stock of
the Company.
(3) Of the officers and directors as a group, Edgard Zwirn may be
deemed to beneficially own 11,945,490 shares of the Company's Common Stock and
Enrico Gherardi, a Director, is deemed to beneficially own 811,500 shares of
the Company's Common Stock.
DESCRIPTION OF THE AMENDMENT TO BE APPROVED
REASONS FOR AMENDMENT
The Reverse Stock Split
The Company intends to amend its Certificate of Incorporation to
provide for a four-to-one reverse stock split. Such reverse stock split would
affect only shares which have been issued. On the date such charter amendment
becomes effective (the "Effective Date"), each four shares of Common Stock of
the Company, par value $0.01 per share, issued as of the close of business on
such date shall automatically be changed into one validly issued, fully paid
and non-assessable share of Common Stock, par value $0.01 per share ("New
Common Stock"). On the Effective Date, each certificate representing shares of
Common Stock immediately prior to the Effective Date shall represent a number
equal to one-fourth of the number of shares of Common Stock set forth thereon,
and as soon as practicable thereafter and upon return of each such certificate,
there shall be exchanged to the holders of record of the shares represented
thereby at the close of business on the Effective Date a certificate or
certificates representing shares of New Common Stock on a ratio of one share of
New Common Stock, par value $0.01 per share, for each four shares of Common
Stock, par value $0.01 per share, held prior to the Effective Date.
On the Effective Date, any capital of the Company in excess of the
aggregate par value of the shares of New Common Stock shall be transferred to
capital surplus. A holder of Common Stock whose aggregate shares of Common
Stock held in one name or account are not evenly divisible by four shall not be
issued a fractional share of the New Common Stock, but rather shall be entitled
to receive from the Company, upon surrender of certificates representing Common
Stock, cash in respect of shares for which a fractional share would otherwise
have been issued, such cash to be in an amount equal to $5.00 multiplied by the
number of existing shares of Common Stock for which a new fractional share
would otherwise have been issued. Following the reverse stock split, the
Company will record the number of shares for each new certificate for every
stockholder of record on the basis of the list of stockholders of record on the
Effective Date, which is the record date for the reverse stock split. In the
event that the Company had reliable information with respect to beneficial
ownership which differed from record ownership, the Company would require that
the stockholder of record prove he, she or it is the beneficial owner of the
shares for which he, she or it appears as the stockholder of record. Only
entities or persons holding at least one full share of New Common Stock shall
be deemed
Preliminary Information Statement 3
<PAGE> 5
stockholders of the Company. The Company's estimate of the cost of the
cash-out of the fractional shares is approximately $7000. The Company currently
has such funds available. Upon tender by any stockholder of record of a
certificate evidencing his, her or its shares for exchange, the transfer agent
will issue new share certificate(s) evidencing the effect of the amendment on
such stockholder's shares of New Common Stock. The transfer agent will inform
the Company of any fractional shares and the Company shall then make fractional
share payments to such stockholders.
It is requested that holders of record as of the Effective Date, submit
their certificates to the transfer agent to facilitate the payment of all cash
in lieu of fractional shares and the elimination of all fractional stockholder
interests. However, it is not mandatory for stockholders to surrender their
shares once the amendments become effective; rather, stockholders may tender
their certificates at any time after the Effective Date or upon a transfer
of shares.
The Company's transfer agent is American Securities Transfer, Inc., 938
Quail Street, Suite 101, Lakewood, Colorado 80215, tel.: (303) 234-5300. Please
submit share certificates with instructions to the above address. The transfer
agent will forward the Company notice of receipt of the fractional shares and
the Company will thereafter send a cash in lieu payment for the benefit of the
holder of record.
The Effect of the Reverse Stock Split and the Reduction in Authorized Shares
upon Stockholders
After the four-to-one reverse stock split, which shall apply only to
the outstanding shares, 5,967,682 shares of New Common Stock will be
outstanding. After the reduction in the authorized shares from 60 million to 20
million, there will remain approximately 14,032,318 shares of New Common Stock
available for issuance by action of the board of directors. These shares may be
issued in connection with future acquisitions or for any other valid corporate
purpose. The Company does not intend to seek any further authorization from the
stockholders for the issuance of such shares. If all of such shares were
issued, the existing stockholders would have their percentage interest in the
Company reduced to approximately 33.5%.
The following table sets forth, as of November 20, 1995, the name and
address of each person who is known to the Company to be the beneficial owner
of more than 5% of the Company's Common Stock and the amount and nature of
beneficial ownership and percent of class owned by each such person reflecting
the reverse split and reduction of authorized shares.
Preliminary Information Statement 4
<PAGE> 6
<TABLE>
<CAPTION>
Name and Address Number of Percent of
of Beneficial Owner Outstanding Shares Class (1)
------------------- ------------------ ----------
<S> <C> <C>
Unilabs Holdings SA 11,944,990(a) 50.04%(a)
53rd Street 2,986,247(b) 50.04%(b)
Urbanizacion Obarrio Torre
Swiss Bank
Sixteenth Floor
Panama
Edgard Zwirn(2) 11,945,490(a) 50.04%(a)
49, Chemin Sous-Caran 2,986,372(b) 50.04%(b)
1245 Collonge-Bellerive
Switzerland
All Officers and Directors 12,757,040(a) 53.44%(a)
as a group(3) 3,189,260(b) 53.44%(b)
</TABLE>
(a) Prior to the reverse stock split, the amount and percentage of
shares beneficially owned.
(b) The amount and percentage of shares beneficially owned
reflecting the 4 to 1 reverse stock split as of the Effective Date.
(1) Percent of Class is calculated by dividing the number of
currently issued and outstanding shares held by such beneficial owner by the
total number of currently issued and outstanding shares of the Company.
(2) Edgard Zwirn may be deemed to be the beneficial owner of
11,944,990 shares by virtue of his position as Chairman of the Board of Unilabs
Holdings SA, a Switzerland corporation ("Swiss Holdings") which is the parent
of Unilabs Holdings SA (Panama). However, Mr. Zwirn disclaims beneficial
ownership of such shares except for 15.4% thereof, his proportionate ownership
of Swiss Holdings or 1,935,008 shares. He directly owns 500 shares of the
Common Stock of the Company.
(3) Of the officers and directors as a group, Edgard Zwirn may be
deemed to beneficially own 11,945,490 shares of the Company's Common Stock and
Enrico Gherardi, a Director, is deemed to beneficially own 811,500 shares of
the Company's Common Stock.
The Change of the Name of the Company.
The Company intends to amend its Certificate of Incorporation
to change the name of the Company from "UniHolding Corp." to "UniHolding
Corporation". The change is intended solely to clarify the name.
Preliminary Information Statement 5
<PAGE> 7
DESCRIPTION OF REGISTRATION STATEMENT
Notice to Stockholders
The Registration Statement on Form S-1 to be prepared and filed by the
Company on behalf of the stockholders will describe an "at market secondary
offering". The aforementioned offering will be made only by means of a
prospectus and at the market value as then trading on the NASDAQ Small Cap
Market under the symbol UHLD. The Company shall deliver a copy of the
Registration Statement and Prospectus to each stockholder of record upon its
effectiveness and each selling stockholder thereunder may be deemed an
underwriter and subject to compliance with the rules and regulations under the
Securities Act of 1933 and the Securities Exchange Act of 1934. Further, at the
time such Registration Statement is to be effected, the Company may seek
certain representations from stockholders of record or impose the use of
certain safety measures to insure compliance with the applicable rules and
regulations.
COMPANY OFFICE LOCATIONS
<TABLE>
<S> <C> <C>
UniHolding Corp. Unilabs SA United Laboratories Ltd.
96 Spring Street 12, place de Cornavin Bewlay House
8th Floor 6th Floor Jamestown Road
New York, NY 10012 CH 1211 Geneva 1 London, NW1 7BY
United States Switzerland United Kingdom
Tel: 212 219 9496 41 22 909 77 77 44 171 333 84 38
Fax: 212 925 2184 41 22 909 77 07 44 171 333 84 37
Contact: Melanie Stapp Bruno Adam Paul Hoekfelt
</TABLE>
Preliminary Information Statement 6
