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SECURITIES AND EXCHANGE COMMISSION --------------------------
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
UNIHOLDING CORPORATION
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
904761202
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(CUSIP Number)
Bank of America Corporation
100 North Tryon Street
Charlotte, NC 28255
(704) 388-3951 James E. Banks, Jr.
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 28, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [X]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled 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 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).
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CUSIP No. 904761202
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Bank of America Corporation
Federal Identification Number: 56-0906609
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2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X /
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3. SEC Use Only
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4. Source of Funds OO
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5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
/ /
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6. Citizenship or Place of Organization Delaware
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7. Sole Voting 232,494
Number of Power
Shares
Beneficially ----------------------------------------------------------------
Owned by 8. Shared Voting Power 0 (see Item 5)
Each
Reporting ----------------------------------------------------------------
Person 9. Sole Dispositive Power 232,494
With
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10. Shared Dispositive Power 0 (see Item 5)
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11. Aggregate Amount Beneficially Owned (see Item 5) 232,494
by Each Reporting Person
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
/X/
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13. Percent of Class Represented by Amount in Row (11) 11.2%*
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14. Type of Reporting Person (See Instructions) HC, BD
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*Based on 2,069,848 shares indicated as outstanding on the Form 10-K filed by
UniHolding Corporation on February 18, 2000.
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, par value $.01 per share
(the "Common Stock"), of UniHolding Corporation, a Delaware corporation, (the
"Company"). The principal executive office of the Company is located at 96
Spring Street, New York, New York 10012.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by Bank of America Corporation, a Delaware
corporation (the "Reporting Person").
(b) The business address of the Reporting Person 100 North Tyron Street,
Charlotte, North Carolina 28255.
(c) The Reporting Person is engaged in the business of acting as a
multi-bank holding company. The required information for each of the
directors and officers of the Reporting Person is set forth in Exhibit 99.A
hereto and incorporated herein by this reference.
(d) None of the persons referred to in this Item 2 has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
during the last five years.
(e) None of the persons referred to in this Item 2 has been a party to a
civil proceeding of a judicial or administrative body resulting in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
(f) The Reporting Person is a Delaware corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Banc of America Securities LLC ("BOA"), a subsidiary of the Reporting
Person, entered into a Subparticipation Agreement with Donaldson Lufkin &
Jenrette Securities Corporation ("DLJ") under which it purchased a
subparticipation interest in the November 7, 1996 Participation Agreement
between DLJ and Unilab Corporation ("Participation Agreement"). As part of
the Participation Agreement, DLJ purchased a 100% interest in a Promissory
Note dated June 30, 1995 in the original principal amount of $15,000,000 of
Unilabs Group Limited and Company, as makers, to Unilab Corporation
("Promissory Note"). The Promissory Note provided that if the debt was not
paid in full by January 1, 1997, "payment shall be effected by UniHolding
immediately converting the unpaid amount of such obligation into shares of
UniHolding's publicly traded common stock." The debt under the Promissory
Note was not paid, and accordingly, on January 1, 1997, the Promissory Note
converted into 1,394,963 shares of Company common stock. BOA received its
shares of Company stock as part of this conversion on or about January 1,
1997.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person previously reported the position of BOA in the
Company on Schedule 13G. This position is now being reported on this
Schedule 13D due to BOA's actions concerning the Company as described herein.
BOA believes that its share price is undervalued in light of the share price
of other public companies similarly situated, and believes it is in the best
interest of the Company's
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stockholders to explore alternative ways of increasing stockholder value. To
that end, on August 29, 2000, BOA submitted to the Company a request to
include on the proxy statement to be distributed to the Company's
stockholders in connection with the solicitation of proxies for the next
meeting of the Company's stockholders a request to include on such proxy
statement the name of one (1) person that BOA is nominating for election to
the Company's Board of Directors. BOA will nominate a person whom it
believes will seek to enhance stockholder value through the exploration of
various alternatives and the issuance of directives to the Company's officers
to act on one more of these alternatives. BOA also intends to have future
communications with the Company's senior management and board of directors
regarding taking actions to increase Company shareholder value.
Effective August 28, 2000, BOA and Grace Brothers, Ltd. ("Grace") reached
an unwritten agreement that Grace will vote all of the shares beneficially owned
by it for the person whom BOA nominates for election to the Board of Directors
of the Company, and BOA will vote all the shares beneficially owned by it for
the persons whom Grace nominates for election to the Board of Directors of the
Company. Grace has beneficial ownership of 444,587 shares (approximately 21.5%
of the total outstanding).
The Reporting Person and BOA expressly disclaim any admission that it has
beneficial ownership of, or any pecuniary interest in, any shares of Common
Stock except for the 232,494 shares with respect to which it possesses sole
voting and dispositive power. In addition, BOA further disclaims the existence
of a group.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this filing, BOA, a subsidiary of the Reporting
Person, beneficially owns 232,494 shares of Common Stock of the Company,
representing approximately 11.2% of the 2,069,848 shares outstanding as reported
in the Company's most recently filed annual report on Form 10-K filed with the
SEC on February 18, 2000 for the fiscal year ended May 31, 1999.
As noted in Item 4, Grace has agreed to vote its 444,587 shares of common
stock beneficially owned by it in favor of BOA's nominee to the Board of
Directors. BOA expressly disclaims beneficial ownership of such shares.
(b) BOA has sole voting and dispositive power with respect to 232,494
shares of Common Stock of the Company. Grace has sole voting and dispositive
power with respect to 444,587 shares of Common Stock of the Company, provided,
however, that Grace has agreed to vote such shares in favor of the BOA's nominee
to the Board of Directors.
(c ) There were no transactions in the Common Stock by BOA or Grace in the
past sixty days.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
As more fully described in Item 4, BOA has an unwritten understanding with
Grace that Grace will vote all of the shares of Common Stock beneficially owned
by it for the person whom BOA nominates for election to the Board of Directors
of the Company. BOA has also agreed to vote all of the shares of Common Stock
owned by it for the persons whom Grace nominates for election to the Board of
Directors of the Company.
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In addition, BOA and Grace are Plaintiffs in an action in Delaware
Chancery Court, in which the Company, Unilabs Holdings SA ("Panama Holdings")
(a Panamanian corporation which was formerly the Company's largest
stockholder), Unilabs Group Limited ("UGL") (a British Virgin Island
corporation which was formerly a wholly-owned subsidiary of the Company), and
members of the Board of Directors of the Company are co-defendants. The
Plaintiffs have alleged in the action that the co-defendants breached their
fiduciary duties to the Company's non-controlling stockholders by allowing
the controlling shareholders to obtain control of the Company's primary
asset, its ownership of UGL, in self-dealing transactions. A copy of the
Second Amended Complaint is attached as Exhibit 99.B.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.A -- Information Concerning Bank of America Corporation.
Exhibit 99.B -- Complaint filed in the court of Chancery in the State of
Delaware.
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.
September 7, 2000
Bank of America Corporation
/s/ James E. Banks, Jr.
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Name: James E. Banks, Jr.
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Title: Vice President
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EXHIBIT INDEX
Exhibit No. Description
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99.A Information Concerning Bank of America Corporation
99.B Complaint filed in the court of Chancery in the State of Delaware
