<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNITED PAYORS & UNITED PROVIDERS, INC.
--------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 51-0374698
- -------- ----------------------------
(state of incorporation or organization) (IRS Employer Identification
No.)
2275 Research Boulevard, Rockville, Maryland 20850
- -------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
----------------------------------------
(Title of class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered.
Incorporated by reference to the portion of the Prospectus under the
heading - "Description of Capital Stock, " filed on April 19, 1996 as part of
the Registrant's Registration Statement on Form S-1, No. 333-3814 and
subsequently amended on June 12, 1996 (See Exhibit 3 of Item 2).
Item 2. Exhibits.
1. Copy of security to be registered hereunder is incorporated
by reference to Exhibit 4.1 to Registrant's Registration
Statement on Form S-1, No. 333-3814, filed on April 19, 1996.
2. Copies of all constituent instruments defining the rights
of all the holders of each class of such securities, including
any contracts or other documents which limit or qualify the
rights of such holders.
(a) Certificate of Incorporation
Incorporated by reference to Exhibit 3.1 to
Registrant's Registration Statement on Form S-1, No.
333-3814, filed on April 19, 1996.
(b) Bylaws
Incorporated by reference to Exhibit 3.2 to
Registrant's Registration Statement on Form S-1, No.
333-3814, filed on April 19, 1996.
3. Copy of the portion of the Prospectus entitled "Description
of Capital Stock, " filed on April 19, 1996 and subsequently
amended on June 12, 1996 as part of the Registrant's
Registration Statement on Form S-1, No. 333-3814.
<PAGE> 3
CONFORMED
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
UNITED PAYORS & UNITED PROVIDERS,
---------------------------------
INC.
----
(Registrant)
Date: June 20, 1996
By: /s/ Thomas L. Blair
---------------------------------------
Thomas L. Blair
President, Chief Executive Officer and
Chairman
