<PAGE>
As filed with the Securities and Exchange Commission on June 11, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------
UNITED HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 41-1321939
(State or other jurisdiction (I.R.S Employer Identification No.)
of incorporation or organization)
300 Opus Center
9900 Bren Road East
Minnetonka, Minnesota 55343
(612) 936-1300
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Kevin H. Roche, Esq.
Secretary and General Counsel
United HealthCare Corporation
300 Opus Center
9900 Bren Road East
Minnetonka, Minnesota 55343
(612) 936-1736
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
David J. Lubben
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota 55402
(612) 340-2600
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================
Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share* Offering Price* Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 611,032 shares $54.0625 $33,033,918 $11,392
====================================================================================================
* Estimated solely for purposes of computing the registration fee, pursuant to Rule 457(c), and
based upon the average of the high and low sales prices for such Common Stock on June 4, 1996,
as reported on the New York Stock Exchange.
</TABLE>
----------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE>
PROSPECTUS
UNITED HEALTHCARE CORPORATION
___________
611,032 SHARES
OF
COMMON STOCK
($.01 PAR VALUE)
____________
This Prospectus relates to an aggregate of 611,032 shares (the "Shares")
of Common Stock, $.01 par value (the "Common Stock"), of United HealthCare
Corporation, a Minnesota corporation ("United" or the "Company"), that may be
sold from time to time by Warburg, Pincus Investors, L.P. ("Warburg"). See
"Selling Shareholder." The Company will not receive any proceeds from the sale
of the Shares. The Company has agreed to pay certain expenses of registration
of the Shares.
Any or all of the Shares may be offered from time to time in one or more
transactions on the New York Stock Exchange in brokerage transactions at
prevailing market prices or in one or more transactions at negotiated prices.
See "Plan of Distribution."
The Common Stock is traded on the New York Stock Exchange. On __________,
1996, the closing price of the Common Stock as reported on the New York Stock
Exchange was $____ per share.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offer contained herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities offered hereby in any
jurisdiction in which it is not lawful or to any person to whom it is not lawful
to make any such offer or solicitation. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that information herein is correct as of any time subsequent to the
date hereof.
The date of this Prospectus is________, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices at 7 World Trade Center, Suite 1300, New York, New York 10048 and
CitiCorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such materials can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. In addition, the Common Stock of the Company is listed
on the New York Stock Exchange, and reports, proxy statements and other
information concerning the Company can also be inspected at the offices of
the New York Stock Exchange, 20 Broad Street, New York, New York 10005. This
Prospectus does not contain all the information set forth in the Registration
Statement and exhibits thereto which the Company has filed with the
Commission under the Securities Act of 1933, as amended (the "Securities
Act"), and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company which have been filed with the
Commission are hereby incorporated by reference in this Prospectus:
(a) the Annual Report on Form 10-K for the year ended December 31,
1995;
(b) the Quarterly Report on Form 10-Q for the three months ended
March 31, 1996;
(c) the Current Reports on Form 8-K filed May 7, 1996, February 29,
1996 and February 1, 1996;
(d) the description of the Common Stock contained in Item 1 of the
Registration Statement on Form 8-A dated September 20, 1991, and any
amendment or report filed for the purpose of updating such description
filed subsequent to the date of this Prospectus and prior to the
termination of the offering described herein.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained herein or
in a document all or part of which is incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
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 Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain exhibits to such documents). Requests for such copies should be
directed to Kevin H. Roche, Esq., General Counsel, United HealthCare
Corporation, 300 Opus Center, 9900 Bren Road East, Minnetonka, Minnesota 55343,
telephone number (612) 936-1736.
-2-
<PAGE>
UNITED HEALTHCARE CORPORATION
United is a national leader in offering health care coverage and related
services through a broad continuum of products and services. United served
over 40 million covered lives at December 31, 1995. United's products and
services utilize a number of core capabilities, including medical information
management, health care delivery management, health benefit administration,
risk assessment and pricing, health benefit design and provider contracting
and risk sharing. With these capabilities, United is able to provide
comprehensive managed care services, such as health maintenance organization
("HMO"), insurance and self-funded health care coverage products, as well as
unbundled health care management and cost containment products such as mental
health and substance abuse services, utilization review services, specialized
provider networks and employee assistance programs. As part of its ongoing
acquisition program, United acquired The MetraHealth Companies, Inc.
("MetraHealth") on October 2, 1995. MetraHealth is a managed health care
coverage company and health insurer with over ten million covered lives at
the time of the acquisition. As a result of the MetraHealth acquisition,
United increased the geographic and product scope of its health care coverage
business and now has relationships with many of the country's largest
companies.
United is a Minnesota corporation, incorporated in January 1977. The
principal executive offices of United are located at 300 Opus Center, 9900
Bren Road East, Minnetonka, Minnesota 55343, and the telephone number is
(612) 936-1300.
-3-
<PAGE>
SELLING SHAREHOLDER
The following table sets forth certain information as to the maximum
number of Shares that may be sold by Warburg pursuant to this Prospectus.
<TABLE>
<CAPTION>
Number of Shares of Common Stock
---------------------------------------
Beneficially Maximum Beneficially
Owned Before Offered Owned After
Name Offering (1) Hereby (2) Offering (3)
- ---------------------- ------------ ---------- ------------
<S> <C> <C> <C>
Warburg, Pincus Investors, L.P...... 611,032 611,032 --
</TABLE>
______________
(1) Includes shares of Common Stock acquirable within 60 days of the date
hereof.
(2) The "Maximum Offered Hereby" figure does not reflect a commitment to sell
the listed number of Shares. Warburg will determine in its sole discretion
the actual number of shares to be sold pursuant to this Prospectus.
(3) Assumes that "Maximum Offered Hereby" is sold.
Warburg is a former shareholder of MetraHealth. In connection with the
merger of MetraHealth with and into United (the "Merger"), Warburg acquired
shares of United's Series A Convertible Preferred Stock ("Preferred Stock").
Warburg subsequently acquired additional shares of Preferred Stock from MetLife
Health Care Holdings, Inc. The Preferred Stock held by Warburg is convertible
into the Shares.
PLAN OF DISTRIBUTION
The Shares will be offered and sold by Warburg for its own account. The
Company will not receive any proceeds from the sale of the Shares pursuant to
this Prospectus. The Company has agreed to pay certain expenses of registration
of the Shares, including all registration, filing and stock exchange listing
fees, the fees, disbursements and expenses of United's counsel and accountants,
all expenses in connection with the preparation, printing and filing of their
Registration Statement and any other offering documents and amendments and all
expenses in connection with qualification of the Shares under state securities
laws. Warburg has agreed to pay any underwriting discounts and commissions and
transfer taxes and the fees and expenses of its own counsel and other advisors,
if any.
Warburg may offer and sell the Shares from time to time in one or more
transactions (which may involve block transactions) on the New York Stock
Exchange, in brokerage transactions at prevailing market prices or in one or
more transactions at negotiated prices. Sales may be made to or through brokers
or dealers who may receive compensation in the form of discounts, concessions or
commissions from Warburg or the purchasers of Shares for whom such brokers or
dealers may act as agent or to whom they may sell as principal, or both. As of
the date of this Prospectus, the Company is not aware of any agreement,
arrangement or understanding between any broker or dealer and Warburg.
Warburg and any brokers or dealers acting in connection with the sale of
the Shares hereunder may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by them and
any profit realized by them on the resale of Shares as principals may be deemed
underwriting compensation under the Securities Act.
-4-
<PAGE>
EXPERTS
The consolidated balance sheets as of December 31, 1995 and 1994 and the
consolidated statements of operations, shareholders equity and cash flows for
each of the three years in the period ended December 31, 1995 have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and incorporated herein by reference in reliance
upon the authority of said firm as experts in giving said report.
With respect to the unaudited interim financial information for the quarters
ended March 31, 1996 and 1995, Arthur Andersen LLP has applied limited
procedures in accordance with professional standards for a review of that
information. However, their separate report thereon states that they did not
audit and they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their report on that information should
be restricted in light of the limited nature of the review procedures applied.
In addition, the accountants are not subject to the liability provisions of
Section 11 of the Securities Act of 1933 for their report on the unaudited
interim financial information because that report is not a "report" or a "part"
of the registration statement prepared or certified by the accountants within
the meaning of Sections 7 and 11 of the Act.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon for the
Company by Kevin H. Roche, General Counsel of the Company.
-5-
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee.......... $11,392
Accounting Fees and Expenses.. $ 1,000
Legal Fees and Expenses....... $ 3,000
Miscellaneous................. $ 608
-------
Total.................... $16,000
</TABLE>
All fees and expenses other than the SEC registration fee are estimated.
The expenses listed above will be paid by the Company.
ITEM 15. 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 any 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 United provides that United shall indemnify officers
and directors to the extent permitted by Section 302A.521 as now enacted or
hereafter amended.
United also carries a directors' and officers' liability insurance policy.
ITEM 16. LIST OF EXHIBITS
5 Opinion of Kevin H. Roche, General Counsel of United, regarding
legality.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kevin H. Roche (included in Exhibit 5 to this
Registration Statement).
24 Power of Attorney.
II-1
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(A) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(B) 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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement.
(C) 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 (a)(1)(A) and (a)(1)(B) do 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.
(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.
(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 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.
II-2
<PAGE>
(c) For purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) 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.
II-3
<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-3 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
June 7, 1996.
UNITED HEALTHCARE CORPORATION
By /s/ William W. McGuire, M.D.
------------------------------------------------
William W. McGuire, M.D.
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Form
S-3 Registration Statement has been signed by the following persons in the
capacities indicated on June 7, 1996.
By /s/ William W. McGuire, M.D.
-------------------------------------
William W. McGuire, M.D.
Director, Chief Executive Officer
(principal executive officer)
By /s/ David P. Koppe
-------------------------------------
David P. Koppe
Chief Financial Officer
(principal financial officer)
By *
-------------------------------------
William C. Ballard, Jr.
Director
By *
-------------------------------------
Richard T. Burke
Director
By *
-------------------------------------
James A. Johnson
Director
By *
-------------------------------------
Douglas W. Leatherdale
Director
By *
-------------------------------------
Kennett L. Simmons
Director
II-4
<PAGE>
By *
--------------------------------------
William G. Spears
Director
By *
--------------------------------------
Thomas H. Kean
Director
By /s/ William W. McGuire, M.D.
--------------------------------------
William W. McGuire, M.D.
As Attorney-In-Fact
II-5
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------- -----------
5 Opinion of Kevin H. Roche, General Counsel of United, regarding
legality.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kevin H. Roche (included in Exhibit 5 to this
Registration Statement).
24 Power of Attorney.
<PAGE>
EXHIBIT 5
June 7, 1996
Board of Directors
United HealthCare Corporation
300 Opus Center
9900 Bren Road East
Minnetonka, MN 55343
Re: United HealthCare Corporation
611,032 Shares of Common Stock
Form S-3 Registration Statement
Ladies and Gentlemen:
I am General Counsel for United HealthCare Corporation ("UHC"), a
Minnesota corporation. UHC is filing a Registration Statement on Form S-3 (the
"Registration Statement") covering the sale by Warburg, Pincus Investors, L.P.
("Warburg") of shares of the common stock, $.01 par value (the "Common Stock")
of UHC.
In connection with the rendering of this opinion, I, or members of my
staff, have examined originals or copies, certified or otherwise identified to
my satisfaction, of such instruments, documents, certificates, agreements and
records as I have deemed necessary or appropriate under the circumstances for
the purpose of rendering this opinion. In so acting, I have examined and relied
upon the accuracy of original, certified, conformed, photostatic, or telecopied
copies of such instruments, documents, certificates, agreements and records. In
all such examinations, I have assumed the genuineness and due authorization of
all signatures on, and the authenticity and completeness of, all documents
submitted to me as originals, and the conformity to such original documents of
all copies submitted to me as copies, and the veracity and completeness of
statements, both written and oral, made by officers or other representatives of
UHC and Warburg. As to various questions of fact material to my opinion, I have
relied upon the veracity of the factual representations made by UHC and Warburg
in certificates and in other statements, both written and oral, from officers
and other representatives of UHC and Warburg, and upon certificates and other
written or telephonic statements of public officials, and I have assumed that
the facts and circumstances contained in such certificates and other statements
are true and complete and have not changed since the date thereof. I 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 UHC, 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.
Based on the foregoing, I am of the opinion that the shares of Common
Stock to be sold by Warburg in connection with the Registration Statement have
been duly authorized and, when issued upon conversion of shares of 5.75% Series
A Convertible Preferred Stock of the Company, will be validly issued, fully paid
and nonassessable.
This opinion is given as of the date set forth above and I assume no
obligation to advise you of any changes, whether or not material, which may be
brought to my attention at a later date. This opinion is limited to the matters
stated herein and no opinion is implied or may be inferred beyond the matters
expressly stated herein.
<PAGE>
I am a member of the Bar of the State of Minnesota only and do not hold
myself out as an expert on the law of any other state or of any foreign county.
This opinion is rendered solely for, and may be relied upon only by, you in
connection with the transaction the Registration Statement describes. Finally,
this opinion may not be disseminated to, or relied upon by, any other person or
entity for any other purpose without my prior written consent.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to me under the heading "Legal
Matters" in the Prospectus constituting part of the Registration Statement.
Sincerely,
/s/ Kevin H. Roche
Kevin H. Roche
General Counsel
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-3 of our
report dated February 29, 1996 included in United HealthCare Corporation's
Annual Report on Form 10-K for the year ended December 31, 1995 and to all
references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
June 7, 1996
<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., David P.
Koppe 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-3 relating
to the registration under the Securities Act of 1933 of the sale common stock
of United HealthCare Corporation (the "Company") by Warburg, Pincus
Investors, L.P. ("Warburg") pursuant to the Registration Rights Agreement
dated February 2, 1996 by and between the Company and Warburg, and any or all
amendments or post-effective amendments thereto, and to file the same, with
all exhibits to such Registration Statement, 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 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 May, 1996, by the following persons.
/s/ William W. McGuire, M.D. /s/ Thomas H. Kean
----------------------------- -----------------------------
William W. McGuire, M.D. Thomas H. Kean
/s/ David P. Koppe /s/ Douglas W. Leatherdale
----------------------------- -----------------------------
David P. Koppe Douglas W. Leatherdale
/s/ William C. Ballard, Jr. /s/ William G. Spears
----------------------------- -----------------------------
William C. Ballard, Jr. William G. Spears
/s/ Richard T. Burke /s/ Kennett L. Simmons
----------------------------- -----------------------------
Richard T. Burke Kennett L. Simmons
/s/ James A. Johnson
-----------------------------
James A. Johnson
