-------------------------------------------
OMB APPROVAL
-------------------------------------------
OMB Number:
Expires:
Estimated average burden
hours per form...................
-------------------------------------------
UNITED STAES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.____________)*
UniHolding Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
9047 612 02
--------------------------------------------------------------------------------
(CUSIP Number)
Andrew H. Baker
c/o Hartill Ltd.
401 Hackensack Avenue
Hackensack, NJ 07601
(201) 525-1330
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 16, 2000
--------------------------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
<PAGE>
CUSIP No. 9047 612 02 13D
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew H. Baker
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 600,000
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER 0
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 600,000
WITH
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
Item 1. Security and Issuer
Class of Securities: Common Stock, $.01 par value per share (the "Common
Stock")
Issuer: UniHolding Corporation (the "Issuer"), 96 Spring Street,
New York, New York 10012
Item 2. Identity and Background
(a) Reporting Person: Andrew H. Baker ("Reporting Person")
(b) Business Address: 401 Hackensack Avenue, Hackensack, NJ 07601
(c) Principal Occupation or Employment: President, Hartill, Ltd.
(d) Criminal Convictions: None.
(e) Civil Adjudication of Violation of Securities Laws: None.
(f) Citizenship: United Kingdom
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person purchased (i) 50,000 shares of Common Stock of the
Issuer in September 1999 in a privately negotiated purchase, and
(ii) 550,000 shares of Common Stock of the Issuer on June 16, 2000 in
privately negotiated purchases. The Reporting Person used personal funds in
the aggregrate amount of $600,000 for all such purchases.
Item 4. Purpose of Transaction
a) - (j) The Reporting Person acquired the shares for investment purposes
and in connection with an agreement with the Issuer's Board of Directors to be
appointed as Chairman of the Board of Directors of the Issuer and to have an
additional person recommended by the Reporting Person, Gabriel B. Thomas,
appointed as a director.
The Reporting Person believes it would be in the best interests of the
Issuer and its stockholders for the Issuer to diversify its investments in
healthcare delivery assets and securities. If the Issuer were to adopt this
policy of diversification, the Issuer might dispose of part or all of its
investment in Unilabs Group Limited ("UGL") in a transaction with existing
shareholders of UGL and their affiliates, including the investors who acquired
their UGL shares in 1999 in exchange for shares of the Issuer. To achieve
this objective the Reporting Person may propose that the Issuer exchange UGL
shares for securities or obligations of or other interests in privately owned
health care delivery companies in which the Reporting Person has an existing
interest. However, there can be no assurances that any such actions will be
taken by the Issuer.
Item 5. Interest in Securities of the Issuer
(a) Beneficial Ownership by the Reporting Person:
Aggregate number of shares: 600,000
Percentage: 29.0% (based on 2,069,848 shares
being reported as outstanding)
Number of Shares
----------------
(b) Sole Voting Power: 600,000
Shared Voting Power: 0
Sole Dispositive Power: 600,000
Shares Dispositive Power: 0
On June 16, 2000, the Reporting Person acquired 550,000 shares of common
stock of the Issuer in several privately negotiated purchases from several
parties, at a per share acquistion price of $1.00 per share, for an aggregate
consideration of $550,000.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Effective June 16, 2000, the Reporting Person was elected as Chairman
of the Board of the Issuer.
Item 7. Material to be Filed as Exhibits
None
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 22, 2000 /s/ Andrew H. Baker
-----------------------------------
Signature
Andrew H. Baker
-----------------------------------
Name/Title
