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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 20, 1997
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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 2. Acquisition or Disposition of Assets.
The registrant's subsidiaries sold 5% of the shares of Unilabs SA, a
Switzerland corporation ("ULSA") to each of three institutions. More
specifically, the registrant's subsidiaries entered into and closed three Share
Purchase Agreements dated January 17, February 6 and February 17, 1997 with,
respectively, as purchasers, EIBA "Eidgenoessische Bank" Beteiligungs und
Finanzgesellschaft (a Swiss bank wholly-owned by Union Bank of Switzerland),
Banque Cantonale de Geneve and KK Trust AG. The third Agreement closed on
February 20, 1997. The purchase price was 6.5 million Swiss Francs in cash for
each acquisition of 5% of ULSA or an aggregate purchase price for 15% of ULSA of
19.5 million Swiss Francs (approximately US$13.3 million). The prices paid
indicate that the purchasers estimate the aggregate value of ULSA to be at least
130 million Swiss Francs (approximately US$88 million). As a result of this
series of transactions, the Company had sold 15% of the shares of ULSA and the
Company then owned approximately 79% of ULSA.
ULSA and its subsidiaries operate a European clinical laboratory
network, including 20 laboratories and 27 specimen collection centers.
As announced on February 21, 1997, ULSA had retained bankers in
connection with a proposed initial public offering in Europe. This offering
included the issuance by ULSA of an additional 20% of its equity and the sale by
the Company of a portion of its holding in ULSA, thereby diluting the Company's
holding in ULSA to approximately 60%. This offering resulted in a listing of
ULSA on the Swiss Stock Exchange on April 25, 1997. The aggregate net proceeds
received by the Company from the offering amounted to SFr 40 million
(approximately $27 million). The lead-manager of the offering was Union Bank of
Switzerland (the parent of the first purchaser listed above).
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Item 7. Financial Statements and Exhibits.
(c) Exhibits (Filed March 7, 1997)
(2-1) Share Purchase Agreement between Unilabs
Management Co. Ltd, as Seller, and EIBA
"Eidgenoessische Bank" Beteiligungs und
Finanzgesellschaft, as Purchaser, dated January
17, 1997.
(2-2) Share Purchase Agreement between Unilabs Group
Limited and Unilabs Management Co. Ltd. and Banque
Cantonale de Geneve, dated February 6, 1997.
(2-3) Share Purchase Agreement between Unilabs Group
Limited and KK Trust AG., dated February 17, 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: May 28, 1997 By: /s/Bruno Adam
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BRUNO ADAM
Chief Financial Officer
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