Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________
UNITED HEALTHCARE CORPORATION
(Exact name of issuer as specified in its charter)
Minnesota 41-1321939
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
300 Opus Center
9900 Bren Road East
Minnetonka, Minnesota 55343
(Address of Principal Executive Offices, including Zip Code)
UNITED HEALTHCARE CORPORATION
AMENDED AND RESTATED 1991 STOCK AND INCENTIVE PLAN
(Full title of the plan)
BRIGID M. SPICOLA
Assistant General Counsel and Assistant Secretary
United HealthCare Corporation
300 Opus Center
9900 Bren Road East
Minnetonka, Minnesota 55343
(612) 936-1300
(Name, address and telephone number of agent for service)
Copy to:
DAVID J. LUBBEN, ESQ.
Dorsey & Whitney
Pillsbury Center South
220 S. Sixth Street
Minneapolis, Minnesota 55402
__________________________________
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share* Offering Price*Fee*
Common Stock
($.01 par
value) 2,592,468 $36.75 $95,273,199 $32,852.83
*Estimated solely for the purpose of determining the registration fee in
accordance with Rules 457(h) and (c). The proposed maximum offering price is
based upon the average of the high and low sales prices of the Company's
Common Stock as reported on the NYSE on May 1, 1995.
<PAGE>
The information required to be filed in this registration statement is
incorporated herein by reference to the information contained in
registration statements on Form S-8 (File No. 33-50282, File No. 33-67918 and
33-75846) filed with the Securities and Exchange Commission on July 31, 1992,
August 26, 1993 and February 28, 1994, respectively.
PART II
ITEM 8. EXHIBITS
Exhibit Number Description
5 Opinion of counsel.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of counsel (included in Exhibit 5 above).
23.3 Consent of KPMG Peat Marwick LLP
24 Power of Attorney
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minnetonka, State of Minnesota, on this 4th day of
May, 1995.
UNITED HEALTHCARE CORPORATION
By /s/ William W. McGuire, M.D.
William W. McGuire, M.D.
President and Chief Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on behalf of the
Registrant in the capacities indicated on the 4th day of May, 1995.
/s/ William W. McGuire, M.D. Chairman, President, Chief
William W. McGuire, M.D. Executive Officer and
Director
(principal executive
officer)
/s/ David P. Koppe Chief Financial Officer
David P. Koppe (principal financial and
accounting officer)
*
Director
William C. Ballard, Jr.
*
Director
Richard T. Burke
*
Director
Robert K. Ditmore
*
Director
Thomas H. Kean
* Director
James A. Johnson
*
Director
Douglas W. Leatherdale
*
Director
Elizabeth J. McCormack
Director
James L. Seiberlich
*
Director
William G. Spears
*
Director
Gail R. Wilensky
*By: /s/ William W. McGuire, M.D.
William W. McGuire, M.D.
As Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page No.
5 Opinion of Counsel 7
23.1 Consent of Arthur Andersen LLP 9
23.2 Consent of counsel (included in Exhibit 5) 7
23.3 Consent of KPMG Peat Marwick LLP 10
24 Power of Attorney 11
Exhibit 5
United HealthCare Corporation
300 Opus Center
9900 Bren Road East
Minnetonka, Minnesota 55343
Re: Registration Statement on Form S-8
United HealthCare Corporation Amended and Restated 1991 Stock and
Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to United HealthCare Corporation, a Minnesota
corporation (the "Company"), in connection with a Registration Statement on
Form S-8 relating to the sale by the Company from time to time of up to
2,592,468 shares of Common Stock, $.01 par value, of the Company (the
"Shares"), issuable pursuant to the United HealthCare Corporation Amended and
Restated 1991 Stock and Incentive Plan (the "Plan").
We have examined such documents and reviewed such questions of law as we
have considered necessary and appropriate for the purposes of the opinions
set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness
of all signatures and conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all
parties to agreements or instruments relevant hereto other than the Company,
that such parties had the requisite power and authority (corporate or
otherwise) to execute, deliver and perform such agreements or instruments,
that such agreements or instruments have been duly authorized by all
requisite action (corporate or otherwise), executed and delivered by such
parties and that such agreements or instruments are the valid, binding and
enforceable obligations of such parties. As to questions of fact material to
our opinions, we have relied upon certificates of officers of the Company and
of public officials.
<PAGE>
United HealthCare Corporation
Page 2
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinons expressed above are limited to the laws of Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated: April 19, 1995
Very truly yours,
/s/ DORSEY & WHITNEY P.L.L.P.
TSH
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorpor-
ation by reference in this Registration Statement of our report dated
February 14, 1995 incorporated by reference in United HealthCare Corpor-
ation's Form 10-K for the year ended December 31, 1994 and to all references
to our firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
May 4, 1995
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement(No. 33-------)on Form S-8 of United HealthCare Corporation of our
report dated January 27, 1995 with respect to the consolidated balance sheets
of GenCare Health Systems, Inc. and subsidiaries as of December 31, 1994 and
1993, and the related consolidated statements of earnings, changes in share-
holders' equity and cash flows for each of the years in the three year period
ended December 31, 1994, which report appears in the Form 8-K/A of United
HealthCare Corporation dated January 3, 1995.
Our report dated January 27, 1995, refers to a change in the method of
accounting for certain investments in debt securities.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
May 4, 1995
Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of William W. McGuire, M.D. and Kevin H.
Roche, each with full power to act without the other, his or her true and
lawful attorney-in-fact and agent with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to
sign the Registration Statement on Form S-8 relating to the registration
under the Securities Act of 1933 of common stock of United HealthCare
Corporation (the "Company") issuable pursuant to the UNITED HEALTHCARE
CORPORATION AMENDED AND RESTATED 1991 STOCK AND INCENTIVE PLAN, and any and
all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that each such attorney-in-
fact and agent, or his or her substitute, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 27th
day of April, 1995.
/s/ Douglas W. Leatherdale
Douglas W. Leatherdale <PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of William W. McGuire, M.D. and Kevin H.
Roche, each with full power to act without the other, his or her true and
lawful attorney-in-fact and agent with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to
sign the Registration Statement on Form S-8 relating to the registration
under the Securities Act of 1933 of common stock of United HealthCare
Corporation (the "Company") issuable pursuant to the UNITED HEALTHCARE
CORPORATION AMENDED AND RESTATED 1991 STOCK AND INCENTIVE PLAN, and any and
all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that each such attorney-in-
fact and agent, or his or her substitute, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 27th
day of April, 1995.
/s/ Thomas H. Kean
Thomas H. Kean
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of William W. McGuire, M.D. and Kevin H.
Roche, each with full power to act without the other, his or her true and
lawful attorney-in-fact and agent with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to
sign the Registration Statement on Form S-8 relating to the registration
under the Securities Act of 1933 of common stock of United HealthCare
Corporation (the "Company") issuable pursuant to the UNITED HEALTHCARE
CORPORATION AMENDED AND RESTATED 1991 STOCK AND INCENTIVE PLAN, and any and
all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that each such attorney-in-
fact and agent, or his or her substitute, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 17th
day of April, 1995.
/s/ William C. Ballard, Jr.
William C. Ballard, Jr. <PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of William W. McGuire, M.D. and Kevin H.
Roche, each with full power to act without the other, his or her true and
lawful attorney-in-fact and agent with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to
sign the Registration Statement on Form S-8 relating to the registration
under the Securities Act of 1933 of common stock of United HealthCare
Corporation (the "Company") issuable pursuant to the UNITED HEALTHCARE
CORPORATION AMENDED AND RESTATED 1991 STOCK AND INCENTIVE PLAN, and any and
all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that each such attorney-in-
fact and agent, or his or her substitute, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 17th
day of April, 1995.
/s/ Elizabeth J. McCormack
Elizabeth J. McCormack<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of William W. McGuire, M.D. and Kevin H.
Roche, each with full power to act without the other, his or her true and
lawful attorney-in-fact and agent with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to
sign the Registration Statement on Form S-8 relating to the registration
under the Securities Act of 1933 of common stock of United HealthCare
Corporation (the "Company") issuable pursuant to the UNITED HEALTHCARE
CORPORATION AMENDED AND RESTATED 1991 STOCK AND INCENTIVE PLAN, and any and
all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that each such attorney-in-
fact and agent, or his or her substitute, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 27th day of
April, 1995.
/s/ Richard T. Burke
Richard T. Burke<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of William W. McGuire, M.D. and Kevin H.
Roche, each with full power to act without the other, his or her true and
lawful attorney-in-fact and agent with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to
sign the Registration Statement on Form S-8 relating to the registration
under the Securities Act of 1933 of common stock of United HealthCare
Corporation (the "Company") issuable pursuant to the UNITED HEALTHCARE
CORPORATION AMENDED AND RESTATED 1991 STOCK AND INCENTIVE PLAN, and any and
all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that each such attorney-in-
fact and agent, or his or her substitute, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 13th
day of April, 1995.
/s/ Robert K. Ditmore
Robert K. Ditmore<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of William W. McGuire, M.D. and Kevin H.
Roche, each with full power to act without the other, his or her true and
lawful attorney-in-fact and agent with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to
sign the Registration Statement on Form S-8 relating to the registration
under the Securities Act of 1933 of common stock of United HealthCare
Corporation (the "Company") issuable pursuant to the UNITED HEALTHCARE
CORPORATION AMENDED AND RESTATED 1991 STOCK AND INCENTIVE PLAN, and any and
all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that each such attorney-in-
fact and agent, or his or her substitute, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 29th
day of April, 1995.
/s/ William G. Spears
William G. Spears<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of William W. McGuire, M.D. and Kevin H.
Roche, each with full power to act without the other, his or her true and
lawful attorney-in-fact and agent with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to
sign the Registration Statement on Form S-8 relating to the registration
under the Securities Act of 1933 of common stock of United HealthCare
Corporation (the "Company") issuable pursuant to the UNITED HEALTHCARE
CORPORATION AMENDED AND RESTATED 1991 STOCK AND INCENTIVE PLAN, and any and
all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that each such attorney-in-
fact and agent, or his or her substitute, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 18th
day of April, 1995.
/s/ James A. Johnson
James A. Johnson<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of William W. McGuire, M.D. and Kevin H.
Roche, each with full power to act without the other, his or her true and
lawful attorney-in-fact and agent with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to
sign the Registration Statement on Form S-8 relating to the registration
under the Securities Act of 1933 of common stock of United HealthCare
Corporation (the "Company") issuable pursuant to the UNITED HEALTHCARE
CORPORATION AMENDED AND RESTATED 1991 STOCK AND INCENTIVE PLAN, and any and
all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that each such attorney-in-
fact and agent, or his or her substitute, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 25th
day of April, 1995.
/s/ Gail R. Wilensky
Gail R. Wilensky
