UNIHOLDING CORP
8-K, 1998-01-15
MEDICAL LABORATORIES
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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) January 13, 1998


                             UNIHOLDING CORPORATION
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             (Exact name of registrant as specified in its charter)


        Delaware                       0-09833                      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 5.  Other Events

     On January 13,  1998,  the Board of  Directors  of  UniHolding  Corporation
("UniHolding") approved a plan to spin off UniHolding's clinical trials business
to  UniHolding's  shareholders.  On January 15, 1998,  UniHolding  announced the
proposed  spin-off  in a press  release  which is attached as an Exhibit to this
Report and is incorporated herein by reference.


Item 7.   Financial Statements and Exhibits

          (c) Exhibits.


         (20) Form of press release issued by UniHolding Corporation on 
              January 15, 1998.


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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)

                                   By:            /s/BRUNO ADAM
                                      -----------------------------------------
                                       Bruno Adam, Chief Financial Officer




Date: January 15, 1998






                                                                    EXHIBIT (20)

                             UNIHOLDING CORPORATION
                                96 Spring Street
                            New York, New York 10012
                            Telephone: (212) 219-9496
                               Fax: (212) 925-2184


FOR IMMEDIATE RELEASE



UNIHOLDING ANNOUNCES PLAN TO SPIN OFF CLINICAL TRIALS

         NEW YORK,  N.Y.,  January 15, 1998 -  UniHolding  Corporation  (NASDAQ:
UHLD) today  announced  that it will spin off its  clinical  trials  business to
UniHolding's shareholders.

         UniHolding's  management and Board of Directors have concluded that the
transaction is in the best interests of UniHolding  and its  shareholders.  They
believe it will allow UniHolding to focus on its Diagnostic  Laboratory business
by  creating a separate  company  focused on  clinical  trials  testing  for the
pharmaceutical industry.

         The transaction  will be in the form of a distribution by UniHolding to
its  shareholders of the common stock of Global Unilabs Clinical Trials Limited,
a British  Virgin  Islands  corporation  ("GUCT").  GUCT,  which is an indirect,
wholly-owned  subsidiary of UniHolding,  now holds all of UniHolding's  Clinical
Trials  Division.  One share of common stock of GUCT will be  distributed to the
shareholders of UniHolding, without any consideration,  for each share of common
stock of UniHolding held on the record date, January 16, 1998. These GUCT shares
will be held by  shareholders  in  addition  to the shares  then held by them in
UniHolding. It is expected that the distribution will be completed by the end of
February 1998.

                  There is currently no public  market for GUCT common stock and
it currently is not possible to predict whether such a market will ever develop.
GUCT  will  restrict  the  transfer  of  shares  of GUCT  common  stock  until a
Registration  Statement under the Securities Exchange Act of 1934 has been filed
and declared effective.

         While details of the  transaction  and the structure of the new company
are now being completed,  it is expected that UniHolding will retain $20 million
of non-voting  preferred  stock in GUCT and the  shareholders of UniHolding will
receive all the outstanding common stock of GUCT.

         The Company  understands  that a holder of UniHolding  common stock who
receives shares of GUCT common stock will be treated under the Internal  Revenue
Code as  receiving a  distribution  equal to the fair  market  value of the GUCT
common stock on the distribution date. Based upon



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UniHolding's  evaluation of the GUCT common stock,  particularly  in view of the
$20  million   preferred  stock  retained  by  UniHolding,   the  value  of  the
distribution should be nominal.
         UniHolding will deliver to its  shareholders  an Information  Statement
describing the transaction before the GUCT shares are distributed.

         In making the  announcement,  UniHolding  Chairman and Chief  Executive
Officer  Edgard Zwirn said:  "Our goal in taking these steps is to  dramatically
sharpen  UniHolding's  focus. Our clinical trials business has potential for the
future.  However, given the distinctly different dynamics of clinical trials and
medical  laboratories  services in general,  we believe both of these businesses
can better  flourish  with two separate and distinct  managements  and corporate
structures."

         Mr. Zwirn pointed out that over the last few years UniHolding has taken
a series of steps to  position  GUCT and its 70%  subsidiary,  Unilabs  Clinical
Trials  International,  Inc.,  with the potential to flourish as an  independent
company.  He noted that "All  operations of clinical trials in both the U.S. and
Europe  were  brought  together  under   coordinated   senior   managers.   This
international  business became a single unit." Mr. Zwirn  concluded:  "I believe
the clinical trials company will be an organization with future  potential,  the
'new'  UniHolding  will be better  than ever,  and both  companies  will be more
capable of improving their operation."

         After the spin-off of GUCT is completed,  UniHolding  will continue the
exploration  of the  merger  of  UniHolding  into its  wholly-owned  subsidiary,
Unilabs Group Limited. As previously announced, the principle of such merger has
been unanimously approved by the Company's Board of Directors with the intent to
streamline the corporate structure of the entire Unilabs Group.

         Following the spinoff of its clinical  trials  business,  UniHolding's
medical laboratories


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business  will  continue  to  rank  as  one of the  largest  medical  laboratory
companies in Europe.

         This press release includes  "forward-looking  statements" that involve
uncertainties and risks.  There can be no assurance that actual results will not
differ  from  the  Company's   expectations.   Factors  that  could  cause  such
differences include competitive and general economic conditions,  as well as the
risks  described  in the  Company's  filings  with the  Securities  and Exchange
Commission.

         For More Information, Contact:    Jacques Mot
                                           12 Place de Cornavin
                                           CH 1211 Geneva
                                           Telephone:  (011) 41 22 909 7777
                                           Facsimile:    (011) 41 22 909 7707


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