<PAGE> 1
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Information Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
/X/ Definitive Information Statement
</TABLE>
UNIHOLDING CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
/ / $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 transaction 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:
/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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
UNIHOLDING CORPORATION
DEFINITIVE INFORMATION STATEMENT
FEBRUARY 16, 1996
<PAGE> 3
UNIHOLDING CORPORATION
96 SPRING STREET
NEW YORK, NEW YORK 10012
(212) 219-9496
_________________________________________________________________
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") on February 6, 1996 and shall be transmitted on
or about February 16, 1996 to the holders of record of the shares of common
stock, par value $0.01 per share (the "Common Stock"), of UniHolding
Corporation, a Delaware corporation (the "Company").
UniHolding Corporation was formerly known as IRT Realty Services,
Inc., CP Overseas, Inc. and United Fashions, Inc. All certificates
representing shares of capital stock in any of the above names are now
recognized and honored as shares of the capital stock of UniHolding
Corporation, subject to equity adjustments, splits and reverse splits effected
to date. Should any holder of shares desire to exchange old shares of the
Company for new shares, please submit such old certificates with instructions
to the transfer agent of the Company, American Securities Transfer, Inc. at 938
Quail Street, Suite 101, Lakewood, CO 80215 (U.S.A.).
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 an amendment (the "Amendment") to the Certificate of
Incorporation of the Company to create a class of non-voting stock, par value
$0.01 per share (the "Non-Voting Common Stock"). Unilabs Holdings SA, a Panama
corporation ("Holdings"), directly owns approximately 51% of the outstanding
shares of Common Stock and has taken action by written consent pursuant to
Section 228(a) and Section 242 of the General Corporation Law of the State of
Delaware (the "DGCL") to vote their shares of Common Stock in favor of the
Amendment and have provided the Company with such consents. Under applicable
law, the affirmative vote of the holders of a majority of the Company's
outstanding Common Stock entitled to vote is required to approve the Amendment.
Accordingly, the shares of Common Stock owned by Holdings, at the time of
execution of the written consents, constituted a sufficient majority to approve
the Amendment by written consent, without the need to obtain the written
consent of any other of the Company's shareholders. Hence, no written consents
have been or are being solicited or requested by the Company from any
shareholder of the Company other than Holdings. You are urged to read this
Information Statement carefully. However, you are not requested or required to
take any action with respect to the Amendment.
Definitive Information Statement page 2
<PAGE> 4
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of the date hereof, there were issued and outstanding 6,122,169
shares of Common Stock, the only class of voting securities of the Company.
Each share of Common Stock entitles its holder to one vote, with the exception
of 163,000 shares of Common Stock held in treasury by the Company. Thus, the
Company has 5,959,169 shares of Common Stock presently with voting rights.
Written consents are not being solicited or requested from holders of Common
Stock (other than Holdings) since, as noted above, Holdings has acted by
written consent to vote in favor of the Amendment.
The following table sets forth, as of February 1, 1996, 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, as well as information with respect to the Company's Common
Stock owned beneficially by each director and by all directors and executive
officers as a group. Except as noted below, each person has full voting and
investment power over the shares indicated.
<TABLE>
<CAPTION>
Name and Address Number of Percent of
of Beneficial Owner Outstanding Shares Class(1)
------------------------- ------------------ ----------
<S> <C> <C>
Unilabs Holdings SA 3,141,247 51%
53rd Street
Urbanizacion Obarrio Torre
Swiss Bank
Sixteenth Floor
Panama
Edgard Zwirn(2) 3,141,372 51%
28, Chemin Bellefontaine
1223 Cologny
Switzerland
All Officers and Directors 3,344,260 55%
as a group(3)
</TABLE>
(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
3,141,247 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 483,752 shares. He directly owns 125 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 3,141,372 shares of the Company's Common Stock and
Enrico Gherardi, a Director, is deemed to beneficially own 202,875 shares of the
Company's Common Stock.
Definitive Information Statement page 3
<PAGE> 5
DESCRIPTION OF THE AMENDMENT TO BE APPROVED
CREATION AND AUTHORIZATION OF NON-VOTING COMMON STOCK
The Amendment contemplates the creation and authorization of the
Non-Voting Common Stock. The Company's Certificate of Incorporation currently
authorizes the issuance of 20,000,000 shares of capital stock, all
those being voting shares of Common Stock. Under the Amendment, the Company
will be authorized to issue up to 20,000,000 shares of capital stock,
of which 2,000,000 shares will be Non-Voting Common Stock, from time to time in
the Board's discretion consistent with the applicable law and the rules and
regulations of the National Association of Securities Dealers, Inc. The terms,
rights and privileges of the Non-Voting Common Stock will be identical to those
of the Common Stock except that the Non-Voting Common Stock will (i) have no
right to vote on any matter to be presented to t the shareholders of the
Company in accordance with its By-laws, except as required by law and (ii) be
convertible by any holder of the Non-Voting Common Stock on a share for share
basis into shares of the Company's Common Stock, at the holder's option (except
as described below). Accordingly, both the Common Stock and the Non-Voting
Common Stock will, as expressly provided in the Company's Certificate of
Incorporation, by law or the Board of Directors pursuant to the Certificate of
Incorporation, possess all such rights and privileges as are afforded to
capital stock by applicable law in the absence of any express grant of rights
or privileges in the Certificate of Incorporation, including, but not limited
to, the following rights and privileges: (a) dividends may be declared and paid
or set apart for the payment upon the Common Stock and Non-Voting Common Stock
out of any assets or funds of the Company legally available for the payment of
dividends; and (b) upon the voluntary or involuntary liquidation, dissolution
or winding-up of the Company, the net assets of the Company shall be
distributed pro rata, and without preference of one class of common stock over
the other, to the holders of the Common Stock and the Non-Voting Common Stock
in accordance with their respective rights and interests as provided for in
Articles 4 and 5 of the Certificate of Incorporation of the Company. Neither
the Common Stock of the Non-Voting Common Stock will have preemptive rights.
The descriptions contained herein of the terms, rights and privileges of the
Non-Voting Common Stock and of the Amendment creating the Non-Voting Common
Stock are qualified in their entirety by reference to the form of Amendment
attached as Exhibit A of this Information Statement, which is incorporated by
reference herein in its entirety.
Except as set forth above, the rights and interests of the Non-Voting
Common Stock do not vary from those of the Common Stock. The rights and
interest of the Non-Voting Common Stock may be amended, altered or repealed by
an amendment, alteration or repeal of the provisions of Article 4 of the
Company's Certificate of Incorporation addressing such rights and interests.
Under applicable law and the provisions of the Certificate of Incorporation,
such provisions of the Certificate may be amended, altered or repealed by the
affirmative vote of the holders of a majority of the outstanding shares of the
Company's Common Stock.
Promptly upon approval and effectiveness of the Amendment, 298,384
shares of Non-Voting Common Stock (the "Holdings Shares") will be issued by the
Company to Holdings in exchange for 298,384 shares of Common Stock in
connection with an Exchange Agreement, dated January 31, 1996, between Holdings
and SBC Equity Partners SA ("SBC"), a wholly-owned subsidiary of Swiss Bank
Corporation with the cooperation and agreement of the Company (the "SBC
Exchange Agreement"). Pursuant to the SBC Exchange Agreement, Holdings will
exchange with SBC 298,384 shares of the Company's Non-Voting Common Stock and
298,384 shares of the Company's Voting Common Stock for 1600 shares of common
stock, par value Swiss Franc 500 each of
Definitive Information Statement page 4
<PAGE> 6
Unilabs S.A., a majority owned Swiss subsidiary of the Company. Such exchange
was determined in arm's length negotiations between Holdings and SBC. Pursuant
to the SBC Exchange Agreement, the transfer by Holdings to SBC of the 298,384
shares of the Company's Voting Common Stock will be effected on or before
February 5, 1996, and the issuance of the Non-Voting Common Stock to Holdings,
and thereafter to SBC through a transfer, will be effected as soon as the
Amendment becomes effective. The Holdings Shares will not be convertible into
Common Stock so long as such shares are owned by SBC or an affiliate of SBC.
Upon the subsequent sale or transfer of such shares by SBC to a third party
unaffiliated with SBC that is not otherwise a "Restricted Person" as defined in
the Amendment, such shares will become convertible on a share for share basis
into shares of the Company's Common Stock,as described above.
Other than restrictions imposed as a matter of law, including
restrictions under the Securities Act and the Bank Holding Company Act of 1956
(the "BHCA"), as discussed below, there are no restrictions, contractual or
otherwise, on the resale of the Non- Voting Common Stock issued to Holdings for
subsequent transfer to SBC. As of the date of this Information Statement, the
Company is not aware of any plans or commitments on the part of SBC to resell
such Non-Voting Common Stock.
The Company agreed to create and exchange a portion of the Non-Voting
Common Stock at Holding's and SBC's request because of the potential
application of certain restrictions contained in the BHCA, which prohibits in
certain circumstances bank holding companies from acquiring more than 5% of the
voting equity securities of a non banking entity. SBC is an affiliate of Swiss
Bank Corporation which may be deemed to be a bank holding company under the
BHCA.
The Company has no current plans to issue additional shares of
Non-Voting Common Stock. The purchase price for any additional issuances of
Non-Voting Common Stock will depend on the facts and circumstances of each such
issuance at the time and may be higher than, equal to or lower than the then
current market price for UniHolding Common Stock.
REASONS FOR AND GENERAL EFFECT OF THE AMENDMENT
The Company's Board of Directors approved the Amendment because it
believes the Amendment, and the class of Non-Voting Common Stock created
thereby, are in the best interests of the Company and its shareholders. The
Amendment was directly motivated by the request of Holdings and SBC for the
creation and issuance of Non-Voting Common Stock because of the potential
restrictions contained in the BHCA on SBC's ownership of more than 5% of the
Common Stock of the Company. The Company's Board of Directors believes that it
was in the Company's best interests to agree to Holdings' and SBC's request
(subject to obtaining subsequent corporate and regulatory approvals for the
issuance of the Non-Voting Common Stock) since this will permit SBC, a
prominent institutional investor acting on an international basis, to become a
10% shareholder in the Company. The Board believes that the investment in the
Company represented by such Non-Voting Common Stock and Common Stock will
enhance the Company's perception and reputation in the market and the industry.
In considering the Amendment, the Board recognized and considered that
the Amendment could increase the Company's financial flexibility by permitting
it to issue, subject to obtaining requisite corporate and regulatory approvals,
additional common equity to finance future growth, internally or through
acquisitions, without substantially reducing the ability of the Company's
long-term holders to participate in, and exert influence over, corporate
decisions. Thus, following the issuance of the Non-voting Common Stock to
Definitive Information Statement page 5
<PAGE> 7
Holdings and the subsequent transfer of same to SBC, the Company may be in a
better position to issue various forms of equity for various corporate
purposes.
The Company has no present plans or commitments to issue the remaining
authorized but unissued shares of the Non-Voting Common Stock, nor is the
Company currently negotiating to issue authorized but unissued shares of
Non-Voting Common Stock. The Company is presently reviewing several
alternatives to expand its operations. In order to raise funds to enable the
Company to consider such actions, the Company is currently offering a maximum
of 1,875,000 newly-issued shares of the Company in the offshore market to
certain European investors presently not affiliated with the Company. The
shares are being offered in the offshore market in accordance with Regulation
S, which provides an exemption to registration of the shares from the
Securities Act of 1933, as amended.
VOTE REQUIRED FOR APPROVAL
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock is required for approval of the Amendment pursuant to
the applicable provisions of the DGCL. Holdings, owning approximately 51% of
the outstanding shares of Common Stock at the time of the execution of the
written consent, has acted by written consent to vote in favor of the
Amendment. Accordingly, the Amendment has been approved. The Company is not
soliciting or requesting the written consent of any other shareholders. The
effective date ("Effective Date") of this Amendment will be March 11, 1996 in
accordance with the applicable time applications as set forth in the applicable
rules of the Exchange Act.
DISSENTERS' RIGHTS OF APPRAISAL
Shareholders are not entitled to appraisal rights under Section 262 of
the DGCL as a result of adoption of the Amendment. Section 262 provides for
appraisal rights to a dissenting shareholder only in the context of a merger or
consolidation or other corporate reorganization. Accordingly, no appraisal
rights are triggered by the adoption of the Amendment. However, should a
shareholder disagree with the adoption of the Amendment, he may sell his Common
Stock on the open market.
The foregoing paragraph does not purport to be a complete statement of
the provisions of Section 262 of the DGCL and is qualified in its entirety by
reference to the complete text of such section.
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>
Definitive Information Statement page 6
<PAGE> 8
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
UNIHOLDING CORPORATION
***************
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, UNIHOLDING CORP., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST, the Certificate of Incorporation of the Corporation is hereby
amended by deleting Article 4 in its entirety and substituting the following in
lieu thereof:
4. The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is twenty million
(20,000,000) shares, of which 18,000,000 shares, par value $0.01 per
share shall be designated Voting Common Stock ("Voting Common Stock")
and 2,000,000 shares, par value $0.01 per share shall be designated
Non-Voting Common Stock ("Non-Voting Common Stock"). All
cross-references in each Part of this Article 4 refer to other
paragraphs in such Part unless otherwise indicated. All shares of
Voting Common Stock and Non-Voting Common Stock shall be identical and
shall entitle the holders thereof to the same rights and privileges,
except as otherwise provided in this Certificate of Incorporation and
as required by law. The Board of Directors of the Corporation may
authorize the issuance from time to time of shares of its stock of any
class, whether now or hereafter authorized, or securities convertible
into shares of its stock of any class, whether now or hereafter
authorized, for such consideration as the Board of Directors may deem
advisable, subject to such restrictions or limitations, if any, as may
be set forth in the bylaws of the Corporation.
a) Voting Common Stock. Except as provided by law the holders of
shares of Voting Common Stock shall be entitled to vote on any matter
or question submitted to the shareholders, as to such matter or
question, have one vote, in person, by written consent of by proxy,
for each share of duly authorized, issued and outstanding share of
Voting Common Stock standing in his name on the books of Corporation.
Quorum constituting any number of shareholders holding at least a
majority of the outstanding shares of capital stock entitled to vote
with respect to the business to be transacted, who shall be present in
person, represented by proxy or by written consent in accordance with
the General Corporation Laws of Delaware.
(b) Non-voting Common Stock. Except as otherwise provided by law,
the holders of Non-voting Common Stock shall have no right in any
event to vote on any matter to be voted on by the shareholders of the
Corporation (including any election or removal of the directors of the
Corporation).
Definitive Information Statement page 7
<PAGE> 9
(c) Dividends. When and as dividends are declared, whether
payable in cash, in property or in securities of the Corporation or
any of its subsidiaries, the holders of the Voting Common Stock and
the Non-voting Common Stock shall be entitled to share equally, on a
share for share basis, in such dividends.
(d) Conversion of Non-Voting Common Stock.
(i) The holder of Non-Voting Common Stock shall have the right
at any time, or from time to time, at such holder's option, to convert
all or any portion of the shares into an equal number of fully paid
and nonassessable share of Voting Common Stock, on and subject to the
terms and conditions hereinafter set forth; provided, however, that
298,384 shares of Non-Voting Common Stock to be held in the name of
SBC Equity Partners ("SBC"), pursuant to an Exchange Agreement, dated
January 31, 1996, shall not be convertible into shares of Voting
Common Stock so long as such shares are beneficially owned by SBC or
any of its affiliates or any other "Restricted Person", defined as any
person that would be precluded by applicable United States federal or
state law from owning Common Stock or securities convertible into
Voting Common Stock. However, all or a portion of such shares may be
converted into Voting Common Stock on a share for share basis upon the
transfer by SBC of such shares to any person not an affiliate of SBC
or not a Restricted Person, at such holder's option. SBC may transfer
shares of the Non-Voting Common Stock only (a) in a widely dispersed
public offering, (b) to one or more investors (not being an affiliate
of SBC nor a Restricted Person), in one or more transactions, none of
whom, after such purchase would hold more than 2% of the voting
securities of the Company then outstanding assuming that the shares of
Non-Voting Common Stock being transferred to such investor have been
fully converted by such investor, (c) to any person or entity that
already controls the Company prior to such transfer, (d) in a
transaction that complies with Rule 144 (or any successor thereto) of
the Securities Act of 1933, as amended, or (e) in any other
transaction approved in advance by the Federal Reserve System.
SBC may only convert shares of this Non-Voting Common Stock into
Voting Common Stock in connection with the sale of the Voting Common
Stock (a) in a widely dispersed public offering, (b) to one or more
investors (not being an affiliate of SBC nor a Restricted Person), in
one or more transactions, none of whom, after such purchase would hold
more than 2% of the voting securities of the Company then outstanding
assuming that the shares of Non-Voting Common Stock being transferred
to such investor have been fully converted by such investor, (c) to
any person or entity that already controls the Company prior to such
transfer, (d) in a transaction that complies with Rule 144 (or any
successor thereto) of the Securities Act of 1933, as amended, or
(e) in any other transaction approved in advance by the Federal
Reserve System.
(ii) In order to exercise its conversion privilege, the
holder of any shares of Non-Voting Common Stock shall present and
surrender the certificate or certificates representing such shares or
portion of such shares of Non-Voting Common Stock to be converted
during usual business hours at any office of the Corporation (or such
other office or agency designated by the Corporation) together with a
written notice of the election of the holder to convert the shares
represented by such certificate or any portion thereof specified in
such notice. Such notice shall contain the name or names, address and
denominations in which the certificate(s) for shares of Voting Common
Stock shall be issuable on such conversion and shall include
instructions for delivery thereof. Further, certificate(s)
representing the
Definitive Information Statement page 8
<PAGE> 10
Non-Voting Common Stock which shall be surrendered
shall be accompanied by instruments of transfer, in the form
satisfactory to the Corporation, duly executed by the holder of such
shares or its duly authorized representative. Each conversion of
shares of Non-Voting Common Stock shall be deemed to have been
effected on the date (the "conversion date") on which the
certificate(s) representing such shares shall have been surrendered
and such notice and any required instruments of transfer shall have
been received as aforesaid, and the person or persons in whose name(s)
any certificate(s) for shares of Voting Common Stock shall be issuable
on such conversion shall be, for the purpose of receiving dividends
and for all other corporate purposes whatsoever, deemed to have become
the holder(s) of record of the shares of Voting Common Stock
represented thereby on the conversion date. The issuance of
certificates for shares of Voting common Stock issuable upon the
conversion of shares of Non-Voting Common Stock by the registered
holder thereof shall be made without charge to the converting holder
for any tax imposed on the Corporation in respect of the issue
thereof. The Corporation shall not, however, be required to pay any
tax which may be payable with respect to any transfer involved in the
issue and delivery of any certificate in a name other than that of the
registered holder of the shares being converted, and the Corporation
shall not be required to issue or deliver any such certificate unless
and until the person requesting the issuance thereof shall have paid
to the Corporation the amount of such tax or has established to the
satisfaction of the Corporation that such tax has been paid.
(iii) In case of any consolidation or merger of the
Corporation as a result of which the holders of Common Stock shall be
entitled to receive cash, stock, other securities or other property
with respect to or in exchange for Common Stock or in case of any sale
or conveyance of all or substantially all of the property or business
of the Corporation as an entirety, a holder of a share of Non-Voting
Common Stock shall have the right thereafter, so long as the
conversion right hereunder shall exist, to convert such share into the
kind and amount of cash, shares of stock and other securities and
properties receivable upon such consolidation, merger, sale or
conveyance by a holder of one share of Voting Common Stock and shall
have no other conversion rights with regard to such share. The
provisions of this paragraph (iii) shall similarly apply to successive
consolidations, mergers, sales or conveyances.
(iv) Shares of the Non-Voting Common Stock
converted into shares of the Voting Common Stock as provided in this
Article 4 shall resume the status of authorized but unissued shares of
Non-Voting Common Stock.
(v) Such number of shares of Voting Common Stock
as may from time to time be required for such purpose shall be
reserved for issuance upon conversion of outstanding shares of
Non-Voting Common Stock.
SECOND: The foregoing amendment has been duly adopted by the Board of
Directors and a majority of the shareholders of the Company in accordance with
the provisions of Section 228 and Section 242 of the General Corporation Law of
the State of Delaware.
Definitive Information Statement page 9
<PAGE> 11
IN WITNESS WHEREOF, said Corporation has caused this certificate to be
executed by Bruno Adam, its Chief Financial Officer and attested by Melanie K.
Stapp, its Secretary, as of this 2nd day of February, 1996.
UNIHOLDING CORPORATION
By: /s/ Bruno Adam
------------------------
Bruno Adam,
Chief Financial Officer
ATTEST:
By: /s/ Melanie K. Stapp
- ------------------------
Melanie K. Stapp
Secretary
Definitive Information Statement page 10
