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)
THE METRAHEALTH COMPANIES, INC.
1995 EMPLOYEE STOCK OPTION 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 South 6th Street
Minneapolis, Minnesota 55402
__________________________________
<PAGE>
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) 2,179,748 $53.1875 $115,935,346.75 $39,977.71
*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 October 26, 1995.
<PAGE>
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of
1934 are hereby incorporated by reference as part of this Registration
Statement.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, which incorporates by reference the
audited consolidated financial statements for the fiscal year
ended December 31, 1994.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarters ended March 31, 1995 and June 30, 1995.
(c) The Company's Current Reports on Forms 8-K or 8-K/A dated
January 3, 1995, February 14, 1995, May 4, 1995, June 25,
1995, August 3, 1995 and October 2, 1995.
(d) The description of the Company's Common Stock, contained in
the Company's Registration Statement on Form 8-A (file #0-
13253), filed September 23, 1991.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the termination of the offering of the shares
offered hereby shall be deemed to be incorporated by reference into this
Registration Statement and to be a part of this Registration Statement
from the date of filing of such documents. Any statement contained in
a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of such
person against judgments, penalties, fines, including, without
limitation, excise taxes assessed against such person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by such person in connection
with the proceeding, if, with respect to the acts or omissions of such
person complained of in the proceeding, such person (1) has not been
indemnified therefor by another organization or employee benefit plan;
(2) acted in good faith; (3) received no improper personal benefit and
Section 302A.255 (with respect to director conflicts of interest), if
applicable, has been satisfied; (4) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful;
and (5) reasonably believed that the conduct was in the best interests
of the corporation in the case of acts or omissions in such person's
official capacity for the corporation or reasonably believed that the
conduct was not opposed to the best interests of the corporation in the
case of acts or omissions in such person's official capacity for other
affiliated organizations. Article IX of the Bylaws of the Company
provides that the Company shall indemnify officers and directors to the
extent permitted by Section 302A.521 as now enacted or hereafter
amended.
The Registrant also carries a directors' and officers' liability
insurance policy.
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
ITEM 9. UNDERTAKINGS
The Company hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above will not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
<PAGE>
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the indemnification provisions
described herein, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person
of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication
of such issue.
<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 1st day of November, 1995.
UNITED HEALTHCARE CORPORATION
By /s/ William W. McGuire
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 1st day of
November, 1995.
/s/ William W. McGuire Chairman,
President, Chief
William W. McGuire, M.D. Executive Officer and
Director
(principal executive officer)
/s/ David P. Koppe Vice
President, Treasurer and
David P. Koppe Controller (principal financial
and
accounting officer)
*
Director
William C. Ballard, Jr.
*
Director
Richard T. Burke
*
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
*
Director
Kennett L. Simmons
*By:/s/William W. McGuire
William W.
McGuire, M.D.
As Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page No.
5 Opinion of Counsel 9
23.1 Consent of Arthur Andersen LLP 11
23.2 Consent of counsel (included in Exhibit 5 above)
23.3 Consent of KPMG Peat Marwick LLP 12
24 Power of Attorney 13
Exhibit 5
United HealthCare Corporation
300 Opus Center
9900 Bren Road East
Minnetonka, Minnesota 55343
Re: Registration Statement on Form S-8
The MetraHealth Companies, Inc. 1995 Employee Stock Option 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
2,179,748 shares of Common Stock, $.01 par value, of the Company (the
"Shares"), issuable pursuant to The MetraHealth Companies, Inc. 1995 Employee
Stock Option Plan, as amended (the "Plan") which Plan was assumed by the
Company in connection with the merger of Montana Acquisition, Inc., a wholly
owned subsidiary of the Company, with and into The MetraHealth Companies,
Inc.
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 the State
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated: October 31, 1995
Very truly yours,
/s/ DORSEY & WHITNEY P.L.L.P.
DJL
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT S
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
February 14, 1995 incorporated by reference in United HealthCare
Corporation'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,
November 1, 1995
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement (No. ) 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
shareholders' 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.
St. Louis, Missouri
November 1, 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 THE METRAHEALTH
COMPANIES, INC. 1995 EMPLOYEE STOCK OPTION 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 October, 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 THE METRAHEALTH
COMPANIES, INC. 1995 EMPLOYEE STOCK OPTION 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 19th
day of September, 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 THE METRAHEALTH
COMPANIES, INC. 1995 EMPLOYEE STOCK OPTION 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 26th
day of September, 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 THE METRAHEALTH
COMPANIES, INC. 1995 EMPLOYEE STOCK OPTION 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 19th
day of September, 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 THE METRAHEALTH
COMPANIES, INC. 1995 EMPLOYEE STOCK OPTION 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 19th
day of September, 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 THE METRAHEALTH
COMPANIES, INC. 1995 EMPLOYEE STOCK OPTION 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 ___
day of ______________, 1995.
James L. Seiberlich
<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 THE METRAHEALTH
COMPANIES, INC. 1995 EMPLOYEE STOCK OPTION 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 19th
day of September, 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 THE METRAHEALTH
COMPANIES, INC. 1995 EMPLOYEE STOCK OPTION 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 19th
day of September, 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 THE METRAHEALTH
COMPANIES, INC. 1995 EMPLOYEE STOCK OPTION 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 October, 1995.
/s/ Gail R. Wilensky
Gail R. Wilensky<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 THE METRAHEALTH
COMPANIES, INC. 1995 EMPLOYEE STOCK OPTION 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 31st
day of October, 1995.
/s/ Kennett L. Simmons
Kennett L. Simmons
