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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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, 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 discuss the
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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, 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 to be filed
by amendment.
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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 5, 1997 By: /s/BRUNO ADAM
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BRUNO ADAM
Chief Financial Officer
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