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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported) May 30, 1997
UNIHOLDING CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-9833 58-1443790
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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
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Item 4. Changes in Registrant's Certifying Accountant
(a) Effective May 31, 1997, the Board of Directors by unanimous written consent
elected to change the principal accountants, and elected to engage ATAG Ernst &
Young SA, member of Ernst & Young International, to audit the registrant's
financial statements for the year ending May 31, 1997 and to replace Richard A.
Eisner & Company, LLP as the principal accountants.
(b) This change of principal accountants was recommended by the Audit Committee
of the Board of Directors, which recommendation was adopted by the Audit
Committee at a meeting on May 26, 1997. The unanimous written consent was
completed by the directors on May 30, 1997. On the same date the former
accountant was notified of the change of accountants.
(c) The reports of Richard A. Eisner & Company, LLP on the registrant's
financial statements for the years ended May 31, 1996 and May 31, 1995 contained
no adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope, or accounting principles.
(d) During the registrant's two most recent fiscal years ended May 31, 1996 and
during the subsequent interim period through May 30, 1997, except as described
in section (e) below, there were no disagreements with Richard A. Eisner &
Company, LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope and procedures, which disagreements, if
not resolved to the satisfaction of Richard A. Eisner & Company, LLP would have
caused Richard A. Eisner & Company, LLP to make reference to the subject matter
of the disagreements in connection with its report.
(e) (i) During fiscal year 1996 the registrant invested approximately $3 million
for a 1/3 voting interest (and 2/3 of the equity) in MISE S.A. The MISE
transaction is described in detail in Note 11 to the 1996 financial statements
and other sections of the 1996 Form 10-K. The registrant initially capitalized
the investment and reflected the $3 million as an asset in the balance sheet of
interim financial statements included in Forms 10-Q for fiscal 1996 and
initially misdescribed certain aspects of the investment. The former accountant
advised the registrant of the need to expand significantly the scope of its
audit in connection with the MISE transaction. As a result of the expanded
inquiries, the former accountant believed that U.S. generally accepted
accounting principles required the $3 million to be expensed and the registrant
accordingly agreed and expensed the $3 million as reported in its 1996 Form
10-K.
(ii) The Board of Directors discussed in detail the
MISE transaction which was the subject of a disagreement in the
view of the former accountant. However, the Board did not
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discuss the matter with the former accountant because the registrant had agreed
with the former accountant, thereby resolving the matter.
(iii) The registrant has authorized the former accountant to
respond fully to the inquiries of the successor accountant concerning the MISE
transaction and any other transactions.
(f) During the registrant's two most recent fiscal years ended May 31, 1996 and
during the subsequent interim period through May 30, 1997, except as described
in section (g) below, there are no other reportable events (as defined in Item
304(a)(1)(v)).
(g) The former accountant has advised the registrant that information has come
to the accountant's attention concerning current tax provisions/benefits and
deferred tax asset and liability accounts and accounting treatment of a recent
segment recapitalization and recent writedowns of real estate and goodwill that,
if further investigated, may materially impact the fairness or reliability of
the financial statements issued covering the fiscal period ending February 28,
1997 (i.e., subsequent to the date of the most recent audited financial
statements), and due to the change of accountants the former accountant did not
conduct such further investigation.
(h) The registrant has requested Richard A. Eisner & Company, LLP to furnish it
with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
(16) Letter from Richard A. Eisner & Company, LLP, dated
June 6, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNIHOLDING CORPORATION
(Registrant)
Date: June 10, 1997 By: /s/BRUNO ADAM
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BRUNO ADAM
Chief Financial Officer
Richard A. Eisner & Company, LLP
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Accountants and Consultants
RAE
June 6, 1997
The Securities & Exchange Commission
Washington, DC 20549
RE: UniHolding Corporation (the "Company") File #0-9833
Form 8-K dated May 30, 1997
We have read the Form 8-K described above.
With respect to Item 4.(g) the matters referred to might also
materially impact the fairness or reliability of the 10Qs covering the quarters
ended August 31, 1996 and November 30, 1996 and might have prevented us from
issuing an unqualified report for the year ended May 31, 1997 had we been
engaged to audit such year.
In addition, we advised the Company on May 27, 1997 that it should book
a provision for U.S. income taxes on certain transactions; and, that it should
limit the recognition of gain realized on the private sales of shares in a
subsidiary to the gain on 5% of the subsidiaries shares and not the 10% it had
recorded. These adjustments would materially impact the fairness of the
financial statements included in the Company's 10 Q filed on May 29, 1997, and
the failure to make them could cause us to withhold our consent to the inclusion
of our report on previous fiscal years in the Registration Statement which the
Company expects to file. To the best of our knowledge and belief the Company has
not made these adjustments.
Very truly yours,
/s/ RICHARD A. EISNER & COMPANY LLP
575 Madison Avenue, New York, N.Y. 10022-2597
Telephone: (212) 355-1700, Fax: (212) 355-2414
Member of Summit International Associates, Inc.
New York, NY . Melville, NY . Cambridge, MA . Florham Park, NJ
