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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X]Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended May 31, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period to
Commission File No. 0-9833
UNIHOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 58-1443790
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
96 Spring Street, New York, New York 10012
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212)219-9496
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $ 0.01 Par Value Per Share
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(title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[ ]
As of September 13, 1996, 6,455,502 shares of Registrant's Common Stock, par
value $0.01 per share, were outstanding. The aggregate market value of the
Common Stock, based on the closing price on The Nasdaq Stock Market/Nasdaq Small
Cap as of September 16, 1996, held by nonaffiliates of the Registrant was
approximately $51 million.
DOCUMENTS INCORPORATED BY REFERENCE
None
Page 1 of 5
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INDEX
Item 14. Exhibits, Financial Statements, Financial Statement Schedules
and Reports on Form 8-K
Page No.
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Financial Statements and Schedules:
Independent Auditor's Report......................... 3
Financial Statement Schedule......................... 4
Signatures........................................... 5
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Richard A. Eisner & Company, LLP
Accountants and Consultants
REPORT OF INDEPENDENT AUDITORS
Board of Directors
UniHolding Corporation
New York, New York
We have audited the financial statements of UniHolding Corporation and
subsidiaries as at May 31, 1996 and May 31, 1995, and for each of the three
years in the period ended May 31, 1996 referred to in our report dated September
26, 1996 which are included in the Company's Form 10-K. In connection with our
audits of these financial statements, we audited the financial statement
schedule listed under Item 14. In our opinion, this financial statement schedule
presents fairly, in all material respects, the information stated therein, when
considered in relation to the financial statements taken as a whole.
/s/ Richard A. Eisner & Company, LLP
New York, New York
September 26, 1996
575 Madison Avenue, New York, N.Y. 10022-2397
Member of Summit International Associates, Inc.
New York, NY Melville, NY Cambridge, MA Florham Park, NJ
3
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<TABLE>
<CAPTION>
UNIHOLDING CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS SCHEDULE II
(Dollars in thousands)
Additions
Balance at Charged to Charged to Effect of Balance at
Beginning Costs and Other Currency End of
of Period Expenses Other Accounts Deductions Changes Period
------------ ----------- ------- ----------- ---------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Year Ended May 31, 1994
Allowance for doubtful
accounts $539 $377 $836(1) $0 $607 $6 $1,151
Deferred tax on loss
carryforwards 770 183 0 0 215 7 745
Year Ended May 31, 1995
Allowance for doubtful
accounts $1,151 $535 $21(2) $0 $408 $158 $1,457
Deferred tax on loss
carryforwards 745 0 0 0 312 77 510
Year Ended May 31, 1996
Allowance for doubtful
accounts $1,457(3) $743 $0 $0 $605 ($95) $1,500
Deferred tax on loss
carryforwards 510 0 0 0 173 59 396
(1) allowance for doubtful accounts of JSP, acquired in November 1993.
(2) allowance for doubtful accounts of ULSP and IMT, acquired on May 31, 1995.
(3) total allowance for doubtful accounts of $1,901 as disclosed in the balance
sheet as of May 31, 1995, included $444 of allowance on long-term notes
receivable, not included above, and classified separately in the balance
sheet as of May 31, 1996.
</TABLE>
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SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.
UniHolding Corporation
Date: 10-4-96 By: /s/ Bruno Adam
Bruno Adam
Treasurer/CFO
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By: /s/ Edgard Zwirn Date: 10-4-96
Edgard Zwirn
CEO and Director
By: /s/ Bruno Adam Date: 10-4-96
Bruno Adam
CFO, Treasurer and Director
By: /s/ Enrico Gherardi Date: 10-4-96
Secretary and Director
By: /s/ Alessandra Van Gemerden Date: 10-4-96
Director
By: /s/ Tobias Fenster Date: 10-4-96
Director
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