-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DydPOzNKullX95aCBWFyNjXmrF9YvKaubj/0i5EjmhF1u9MET7nDdhtRdg3yezom ACgnDgUELhA/njZH2Wi6uQ== 0000950130-01-000615.txt : 20010206 0000950130-01-000615.hdr.sgml : 20010206 ACCESSION NUMBER: 0000950130-01-000615 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010205 GROUP MEMBERS: ALESSANDRA VAN GEMERDEN GROUP MEMBERS: ZWIRN EDGARD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ULH CORP CENTRAL INDEX KEY: 0000354199 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 581443790 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-37279 FILM NUMBER: 1525269 BUSINESS ADDRESS: STREET 1: 96 SPRING STREET STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 2122199496 MAIL ADDRESS: STREET 1: 96 SPRING ST STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 FORMER COMPANY: FORMER CONFORMED NAME: UNIHOLDING CORP DATE OF NAME CHANGE: 19930907 FORMER COMPANY: FORMER CONFORMED NAME: UNITED FASHIONS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CP OVERSEAS INC DATE OF NAME CHANGE: 19901009 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZWIRN EDGARD CENTRAL INDEX KEY: 0001133788 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 207-208 NEPTUNE HOUSE CITY: MARINA BAY STATE: C9 ZIP: 00000 BUSINESS PHONE: 35045447 SC 13D 1 0001.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) ULH CORPORATION --------------- (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $.01 ------------------------------------ (Title of Class of Securities) 90277W ------ (CUSIP Number) LEONARD CHAZEN, ESQ. Covington & Burling 1330 Avenue of the Americas New York, N.Y. 10019 (212)841-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 26, 2001 ---------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3)or (4), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on the following pages) - --------------- ------------------ CUSIP No 90277W Page 2 of 12 Pages - --------------- ------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Edgard Zwirn - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Belgium - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 246,725 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 246,725 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 246,725 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 11.9% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------ - --------------- ------------------ CUSIP No 90277W Page 3 of 12 Pages - --------------- ------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Alessandra van Gemerden - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Switzerland - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 230,938 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 230,938 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 230,938 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 11.1% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------ --------------- ------------------ CUSIP No 90277W Page 4 of 12 Pages --------------- ------------------ This Schedule 13 (the "Schedule 13D") is filed on February 5, 2001 with the U.S. Securities and Exchange Commission (the "SEC") by Edgard Zwirn and Alessandra van Gemerden ("Filing Parties"). Item 1. Security and Issuer Class of Securities: Common Stock, $.01 par value per share (the "Common Stock") Issuer: ULH Corporation (the "Issuer"), 96 Spring Street, New York, New York 10012 Item 2. Identity and Background The identity and background of the Filing Parties is as follows:
Name Address Occupation Place of Employment Edgard Zwirn 207-208 Neptune House Business 207-208 Neptune House Marina Bay Gibraltar Executive Marina Bay Gibraltar Alessandra van Gemerden c/o Unilabs S.A Business c/o Unilabs S.A 12 place de Cornavin Executive 12 place de Cornavin CH 1211 Geneva Switzerland CH 1211 Geneva Switzerland
No Filing Party has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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. Item 3. Source and Amount of Funds or Other Consideration. The Filing Parties used their working capital to fund the purchase of 427,359 shares of Common Stock of the Company (the "Shares") which necessitated the filing of this statement. The amount of funds used to fund such purchase is approximately $2,564,154 (inclusive of brokerage fees and commissions). Item 4. Purpose of Transaction. The Filing Parties acquired their holdings of the Common Stock because they believed that the Common Stock represented a favorable investment opportunity. In addition, two stockholders of the Company, Banc of America Securities LLC and Grace Brothers, Ltd. (the "Plaintiff Shareholders") have submitted notices to the Company seeking to nominate a total of four candidates for election to the Company's Board of Directors. The Filing Parties expect the Plaintiff Shareholders to seek to nominate these candidates at the shareholders meeting to be held on February 16, 2001. If validly nominated and elected, these candidates would constitute a majority of the Board of Directors. The Plaintiff Shareholders have also brought an action in Delaware Chancery Court alleging breaches of fiduciary duties by the directors of the Company, including the Filing Parties, --------------- ------------------ CUSIP No 90277W Page 5 of 12 Pages --------------- ------------------ which the Filing Parties believe are without any ground and are determined to defend vigorously. The Filing Parties support the re-election of the existing members of the Board and oppose the election of the Board candidates proposed by the Plaintiff Shareholders, and one of the purposes of the acquisition of Common Stock described under Item 5 was to seek to defeat the candidates proposed by these Shareholders, which the Filing Parties believe is in the best interest of the Company and all its shareholders. The Filing Parties may seek to acquire additional Common Stock through privately negotiated acquisitions of blocks of stock, depending on various factors, including the Company's business, affairs and financial position and the terms on which such blocks of Common Stock are available for purchase. Except as described in this Item 4, as of the date of this filing none of the Filing Parties has formulated any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation of the Company or its subsidiaries, if any; (c) a sale or transfer of a material amount of assets of the Company or its subsidiaries, if any; (d) any change in the present board of directors or management of the Company, including any change in the number or term of directors or the filling of any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter or bylaws or other actions that may impede the acquisition of control of the Company by any person; (i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above. Item 5. Interest in Securities of the Issuer. As of the filing date of this Statement, the aggregate number and percentage of Outstanding Common Stock of the Company beneficially owned by each of the Filing Parties is as follows:
Name Common Stock Beneficially Percentage of Total Common Owned Stock Outstanding Edgard Zwirn 246,725 11.9% Alessandra van Gemerden 230,938 11.1%
With respect to the 246,725 shares of the Company's Common Stock held by Edgard Zwirn reported in this Statement, Mr. Zwirn has the sole power to (i) direct the voting of such shares of the Company's Common Stock and (ii) dispose of such shares of the Company's Common Stock. With respect to the 230,938 shares of the Company's Common Stock held by Alessandra van Gemerden reported in this Statement, Ms. Gemerden has the sole power to (i) direct the voting of such shares of the Company's Common Stock and (ii) dispose of such shares of the Company's Common Stock. On January 26, 2001, the Filing Parties acquired beneficial ownership of a total of 427,359 shares of the Common Stock in a transaction with Morgan Stanley & Co, Incorporated. The purchase price for the shares was $6 per share inclusive of brokerage fees and commissions. Eleonora Gherardi and Marguerite Weisz-Zwirn each has the right to receive or power to --------------- ------------------ CUSIP No 90277W Page 6 of 12 Pages --------------- ------------------ direct the receipt of dividends from, or the proceeds of the sale of, shares of Common Stock reported in this Statement representing more than 5% of the outstanding shares of the Common Stock. Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer. Marguerite Weisz-Zwirn has granted Edgard Zwirn a proxy to vote and exclusive authority to dispose of, 200,000 share of the Common Stock of the Company owned by her. Eleonora Gherardi has granted Alessandra van Gemerden a proxy to vote and exclusive authority to dispose of, 200,000 shares of the Common Stock of the Company owned by her. Morgan Stanley & Co., Incorporated has granted to Unilabs Holdings S.A. an irrevocable proxy, with right of substitution, to vote the 427,359 shares purchased from it on January 26, 2001 at any annual, special or other meeting of the stockholders of the Company with a record date on or after January 26, 2001. Unilabs Holdings has in turn transferred all its rights in such proxy to the Filing Parties. Item 7. Material to be filed as Exhibits. 1. Joint Filing Agreement, Dated February 2, 2001 2. Irrevocable Proxy Agreement between Unilabs Holdings, S.A. and Morgan Stanley & Co., Incorporated, Dated January 26, 2001 3. Proxy Agreement between Edgard Zwirn and Marguerite Weisz- Zwirn Agreement, Dated February 2, 2001 4. Proxy Agreement between Alessandra van Gemerden and Eleonora Gherardi Agreement, Dated February 2, 2001 --------------- ------------------ CUSIP No 90277W Page 7 of 12 Pages --------------- ------------------ SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 2, 2001 /S/ EDGARD ZWIRN ------------------------------ EDGARD ZWIRN /S/ ALESSANDRA VAN GEMERDEN ------------------------------ ALESSANDRA VAN GEMERDEN --------------- ------------------ CUSIP No 90277W Page 8 of 12 Pages --------------- ------------------ Exhibit Index 1. Joint Filing Agreement, dated February 2, 2001 2. Irrevocable Proxy Agreement between Unilabs Holdings, S.A. and Morgan Stanley & Co., Incorporated, Dated January 26, 2001 3. Proxy Agreement between Edgard Zwirn and Marguerite Weisz-Zwirn, Dated February 2, 2001 4. Proxy Agreement between Alessandra van Gemerden and Eleonora Gherardi, Dated February 2, 2001 EX-99.1 2 0002.txt JOINT FILING AGREEMENT --------------- ------------------ CUSIP No 90277W Page 9 of 12 Pages --------------- ------------------ Exhibit 1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument. Date: February 2, 2001 /S/ EDGARD ZWIRN ------------------------------ EDGARD ZWIRN Date: February 2, 2001 /S/ ALESSANDRA VAN GEMERDEN ------------------------------ ALESSANDRA VAN GEMERDEN EX-99.2 3 0003.txt IRREVOCABLE PROXY AGREEMENT --------------- ------------------- CUSIP No 90277W Page 10 of 12 Pages --------------- ------------------- Exhibit 2 Irrevocable Proxy Agreement Between Unilabs Holdings, S.A. and Morgan Stanley & Co., Incorporated WHEREAS, UNILABS HOLDINGS S.A., a Panamanian corporation ("Purchaser") purchased on January 26, 2001 from MORGAN STANLEY & CO. INCORPORATED, a Delaware corporation ("Seller"), 427,359 shares of voting common stock, par value $0.01 per share (the "Acquired Shares"), of ULH Corporation, a Delaware corporation formerly known as UniHolding Corporation (the "Company") for $5.96875 per share, with regular way settlement scheduled for, and having occurred on, January 31, 2001; WHEREAS voting rights with reference to the Acquired Shares passed to Purchaser from Seller as rights appurtenent to such Acquired Shares; and WHEREAS Purchaser wishes to protect its right to exercise such voting rights in the event that, notwithstanding that the sale of the Acquired Shares has been confirmed to have settled, an error occurs in the settlement or clearing process for the Acquired Shares, or other unanticipated events result in the voting rights failing to be transferred to Purchaser from Seller in connection with the instant transaction; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration: 1. Seller hereby irrevocably appoints Purchaser, with full power of substitution, as proxy for Seller in Seller's name, place and stead to vote (or refrain from voting) all the Acquired Shares at any annual, special or other meeting of the stockholders of the Company with a record date on or after January 31, 2001, exercising such proxy in Purchaser's sole discretion with respect to any matter on which stockholders of the Company may vote. The Seller hereby revokes any proxies previously granted with respect to the Acquired Shares. 2. At any time or from time to time on and/or after the date hereof, at Purchaser's request and without further consideration, Seller shall execute and deliver to or at the direction of Purchaser such other documents and take such other actions as Purchaser may request to effectuate the voting rights granted by this Irrevocable Proxy. Acknowledged and agreed, as of this 2nd day of February, 2001 MORGAN STANLEY & CO. INCORPORATED By: /S/ MUKESH PATEL ---------------------- Mukesh Patel Managing Director EX-99.3 4 0004.txt PROXY AGREEMENT BETWEEN ZWIRN AND ZWIRN --------------- ------------------- CUSIP No 90277W Page 11 of 12 Pages --------------- ------------------- Exhibit 3 Proxy Agreement between Edgard Zwirn and Marguerite Weisz-Zwirn WHEREAS, Marguerite Weisz-Zwirn ("Grantor") is beneficial owner of 200,000 shares of voting common stock, par value $0.01 per share (the "Shares"), of ULH Corporation, a Delaware corporation formerly known as UniHolding Corporation (the "Company"); and WHEREAS, Grantor wishes to grant Edgard Zwirn ("Zwirn") the power to vote and dispose of the Shares; it is NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration: 1. From the date of execution of this agreement, Grantor hereby appoints Zwirn with full power of substitution, as proxy for Grantor in Grantor's name, place and stead to vote (or refrain from voting) all the Shares at any annual, special or other meeting of the stockholders of the Company, exercising such proxy in Purchaser's sole discretion with respect to any matter on which stockholders of the Company may vote. The Grantor hereby revokes any proxies previously granted with respect to the Shares. 2. Grantor hereby further appoints and constitutes Zwirn as her true and lawful agent, attorney-in-fact with power to dispose of the Shares for her benefit whenever such disposition, in the discretion of Zwirn shall be requisite, necessary, or advisable, and to do and perform each and every act and thing whatsoever requisite, necessary, or advisable, in each case, in the discretion of Zwirn to be done in the exercise of such rights and powers. 2. This Proxy and Power of Attorney shall revocable at the option of either Party upon ninety days notice by executing and delivering a written revocation to the other party. Acknowledged and agreed, as of this 2nd day of February, 2001 By: /S/ MARGUERITE WEISZ-ZWIRN ------------------------ Marguerite Weisz-Zwirn EX-99.4 5 0005.txt PROXY AGREEMENT BETWEEN VAN GEMERDEN AND GHERARDI --------------- ------------------- CUSIP No 90277W Page 12 of 12 Pages --------------- ------------------- Exhibit 4 Proxy Agreement between Alessandra van Gemerden and Eleonora Gherardi WHEREAS, Eleonora Gherardi ("Grantor") is beneficial owner of 200,000 shares of voting common stock, par value $0.01 per share (the "Shares"), of ULH Corporation, a Delaware corporation formerly known as UniHolding Corporation (the "Company"); and WHEREAS, Grantor wishes to grant Alessandra van Gemerden ("Gemerden") the power to vote and dispose of the Shares; it is NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration: 1. From the date of execution of this agreement, Grantor hereby appoints Gemerden with full power of substitution, as proxy for Grantor in Grantor's name, place and stead to vote (or refrain from voting) all the Shares at any annual, special or other meeting of the stockholders of the Company , exercising such proxy in Purchaser's sole discretion with respect to any matter on which stockholders of the Company may vote. The Grantor hereby revokes any proxies previously granted with respect to the Shares. 2. Grantor hereby further appoints and constitutes Gemerden as her true and lawful agent, attorney-in-fact with power to dispose of the Shares for her benefit whenever such disposition, in the discretion of Gemerden shall be requisite, necessary, or advisable, and to do and perform each and every act and thing whatsoever requisite, necessary, or advisable, in each case, in the discretion of Gemerden to be done in the exercise of such rights and powers. 3. This Proxy and Power of Attorney shall revocable at the option of either Party upon ninety days notice by executing and delivering a written revocation to the other party. Acknowledged and agreed, as of this 2nd day of February, 2001 By: /S/ ELEONORA GHERARDI ------------------------ Eleonora Gherardi -----END PRIVACY-ENHANCED MESSAGE-----