UNIHOLDING CORP
8-K, 1999-03-12
MEDICAL LABORATORIES
Previous: INTERNATIONAL GAME TECHNOLOGY, 8-K, 1999-03-12
Next: SCUDDER FUNDS TRUST, 24F-2NT, 1999-03-12





                       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) February 25, 1999


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


             Delaware                       0-09833          58-1443790
      --------------------------------------------------------------------
         (State or other jurisdiction (Commission   (Emoloyer
              of incorporation)            File Number)  Identification No.)



                   96 Spring Street, New York, New York 10012
      ---------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code (212) 219-9496













<PAGE>





Item 2. Acquisition or Disposition of Assets.

         On February 25, 1999, the Registrant's subsidiary, Unilabs SA, sold its
London  building for UK pounds 8.8 million.  This  building had been acquired in
July 1998 in  connection  with the  disposition  of the former UK  operations of
Unilabs.  This sale was  completed  at a price,  net of all  expenses and taxes,
substantially equal to its book value.

         On February  25,  1999,  the  Registrant's  subsidiary,  Unilabs  Group
Limited ("UGL") issued  approximately 2.8 million new shares of its common stock
in exchange for the same number of shares of common stock of the Registrant. The
newly-issued UGL shares were issued to Unilabs Holdings SA and its affiliates in
exchange for shares of the  Registrant  on a one-for-one  basis.  As a result of
these  transactions,  UGL now directly  holds  approximately  4.7 million shares
(60%) of the Registrant.  The Registrant continues to hold 2.5 million shares of
UGL, the initial amount of UGL shares issued and outstanding when the Registrant
owned 100% of UGL

         UGL  continues to own  approximately  54% of Unilabs SA (which owns and
operates the diagnostic  laboratory  business of the Registrant) and two million
shares of Preferred  Stock (par value $10 per share) of Global Unilabs  Clinical
Trials  Limited,  the  company  that  was spun  off to the  shareholders  of the
Registrant in February 1998.

         Unilabs Holdings SA was the largest shareholder of the Registrant prior
to the  above-described  transactions  and now holds a majority of the shares of
UGL, which in turn is now the largest shareholder of the Registrant.



Item 7.  Financial Statements and Exhibits.

         (b) Pro forma  financial  information  required,  if any, will be filed
within 60 days.













<PAGE>



                                   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: March 12, 1999




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission