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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. 1 )
Check the appropriate box:
/ / Preliminary Information Statement / / Confidential, for use of the
/x/ Definitive Information Statement Commission only (as permitted
by Rule 14c-5(d)(2))
UNIHOLDING CORP
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(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:
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(2) Aggregate number of securities to which transactions applies:
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(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:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/x/ 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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UNIHOLDING CORP.
INFORMATION STATEMENT
DECEMBER 4, 1995
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UNIHOLDING CORP.
96 SPRING STREET
NEW YORK, NEW YORK 10012
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INFORMATION STATEMENT
Pursuant to Section 14
of the Securities Exchange Act of 1934
and Regulation 14C and Schedule 14C thereunder
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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 4, 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 amendments upon the expiration of the 20 day
waiting period prescribed by Section 14 of
Definitive Information Statement 2
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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 substantially 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.
<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 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)
</TABLE>
Definitive Information Statement 3
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(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
Definitive Information Statement 4
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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.
Definitive Information Statement 5
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<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.
Definitive Information Statement 6
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DESCRIPTION OF REGISTRATION STATEMENT
Notice to Stockholders
The Registration Statement on Form S-1(long-version) to be
prepared and filed by the Company on behalf of substantially all 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
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
Definitive Information Statement 7
