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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC File Number: 0-9833
[X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: May 31, 1998
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ]
Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]
Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Attached Instruction Sheet Before Preparing Form. Please
Print or Type
Nothing in this Form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Full Name of Registrant: UNIHOLDING CORPORATION
Former Name if Applicable:
96 Spring Street
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(Address of Principal Executive Office - Street and Number)
New York, NY 10012
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(City, State and Zip Code)
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PART II - RULES 12b-25(b) and (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[x] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[x] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K or Form - SAR or portion thereof will be filed
on or before the fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (C) The accountant's statement or other exhibit required by Rule 12b-25(C)
has been attached if applicable.
PART III - Narrative
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q, N-SAR or transition report or portion thereof could not be filed within
the prescribed time period.
The Registrant has been unable to assemble all of the materials from
certain affiliates necessary to effect the filing without unreasonable effort or
expense.
PART IV - Other Information
(1) Name and telephone number of person to contact in regard to
this notification: Eugene Cronin, Esq. (212) 925-2800
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(Name) (Area Code) (Telephone Number)
(2) Have all other period reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s). [x] Yes [ ]No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[x] Yes [ ]No
The Registrant anticipates significant changes in results of operations
because of the following:
(a) the Clinical Trials spin-off to the shareholders in fiscal 1998
(the net loss of Clinical Trials in fiscal 1997 exceeded $3 million); and
(b) adjustments made in fiscal 1997 (approximately $23.7 million in UK
goodwill and $5.8 million on a UK building) that are not recurring in fiscal
1998; and
(c) the sale of the United Kingdom operations in fiscal 1998, which,
not including the aforementioned write-downs, had an operating loss of
approximately $400,000 in fiscal 1997.
Notwithstanding the items listed above, the Registrant is unable to
provide a reasonable estimate of the results until it has obtained the missing
materials from its affiliates and the auditors' opinion.
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UNIHOLDING CORPORATION
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: September 1, 1998 /s/Bruno Adam
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Bruno Adam, Chief Financial Officer
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
