<PAGE>
As filed with the Securities and Exchange Commission on May 23, 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 of (I.R.S. Employer Identification No.)
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. [_]
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
- --------------------------------------------------------------------------------
Common Stock
($.01 par value) 22,135 shares $53.75 $1,189,757 $411
================================================================================
* Estimated solely for purposes of computing the registration fee, pursuant to
Rule 457(g) and Rule 457(c), and based upon the average of the high and low
sales prices for such Common Stock on May 21, 1996, as reported on the New
York Stock Exchange.
--------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
===============================================================================
<PAGE>
PROSPECTUS
UNITED HEALTHCARE CORPORATION
------------
22,135 SHARES
OF
COMMON STOCK
($.01 PAR VALUE)
------------
In accordance with the applicable rules of the Securities and Exchange
Commission, this Prospectus may be used in connection with separate offerings
of the Common Stock of United HealthCare Corporation (the "Company").
This Prospectus relates to the issuance by the Company of up to 22,135
shares of Common Stock, par value $.01 per share, of the Company (the "Common
Stock") issuable upon the exercise of outstanding warrants assumed by the
Company in connection with its merger with HealthWise of America, Inc.
("HealthWise"). The warrants are exercisable at negotiated prices.
The Common Stock is traded on the New York Stock Exchange. On May __,
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 May __, 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 quarter ended March 31,
1996;
(c) the Current Reports on Form 8-K filed 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; and
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. In order to ensure timely
delivery of documents, any request should be made not less than five business
days prior to the date on which the final investment decision must be made.
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<PAGE>
UNITED HEALTHCARE CORPORATION
The Company is a national leader in offering health care coverage and
related services through a broad continuum of products and services. The
Company served over 40 million covered lives at December 31, 1995. The
Company'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,
the Company 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, the Company
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, the Company increased the geographic and product
scope of its health care coverage business and now has relationships with
many of the country's largest companies. On April 12, 1996, the Company
acquired HealthWise of America, Inc. ("HealthWise"), a provider of a broad
range of managed health care services to approximately 144,000 members
through HMOs in Kentucky, Maryland, Tennessee and Arkansas. The acquisition
of HealthWise will, among other things, enhance the Company's position in the
Kentucky and Maryland markets.
The Company is a Minnesota corporation, incorporated in January 1977. The
principal executive offices of the Company are located at 300 Opus Center,
9900 Bren Road East, Minnetonka, Minnesota 55343, and the telephone number is
(612) 936-1300.
USE OF PROCEEDS
The Company cannot predict the proceeds from the exercise of the warrants
which have been offered. The Company estimates that if all outstanding
warrants were exercised, the net proceeds to the Company would be
approximately $564,221. Any net proceeds actually received from the sale or
exercise of warrants will be used for general corporate purposes.
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<PAGE>
PLAN OF OFFERING
The Company assumed in connection with its merger with HealthWise of
America, Inc. outstanding warrants to purchase the equivalent of 22,135
shares of the Company Common Stock. These warrants are immediately
exercisable at a price of $25.49 per share and expire on April 1, 1999. The
persons holding these warrants, and the number of Shares of Common Stock
subject to the warrant held by each individual, are set forth below:
Name Number of Shares
---- ----------------
Durwood B. Allen 777
Edwin Barron 388
Francisco Barres 194
Richard Bronfman 194
Jeff Carfagno 388
Robert Casper 582
James Comerford 194
James Cooper 777
Michael Cope 777
David Coussens 388
Philip Deer 388
Jay Flaming 194
Mark Gibbs 388
Jay Holland 777
B. E. Holmes 194
Richard Johnson 777
Garry Jones 388
Ralph Joseph 777
William Joseph 388
Robert Lehmberg 777
Derek Lewis 777
David McKelvey 777
Forrest Miller 777
Keith Mooney 388
James Morse 777
Patrick Osam 388
Robert Overacre 388
Wendy Pardew 777
Clifton Parnell 388
Carl Raque 194
William Riley 777
Juan Roman 388
Michael Selby 777
Kemp Skokos 777
Walt Stallings 388
Brian Sudderth 777
Samuel Taggart 777
Kirk Watson 194
David Wilkes 388
Dennis Yelvington 777
Robert Young 777
-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 Arther Anderson LLP, independent public accountants, as indicated in their
report with respect thereto, and new Rida 5A 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.
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<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee.......... $ 411
Accounting Fees and Expenses.. 1,500
Legal Fees and Expenses....... 3,000
Miscellaneous................. 589
Total.................... $5,500
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
the Company shall indemnify officers and directors to the extent permitted by
Section 302A.521 as now enacted or hereafter amended.
The Company also carries a directors' and officers' liability insurance
policy.
ITEM 16. LIST OF EXHIBITS
5 Opinion of Kevin H. Roche, General Counsel of the Company, regarding
legality.
23.1 Consent of Arthur Andersen LLP relating to the consolidated
financial statements of United HealthCare Corporation.
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 amendment to the
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minnetonka, State of Minnesota,
May 23, 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 May 23, 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 *
-----------------------------------
Gail R. Wilensky
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 the Company,
regarding legality.
23.1 Consent of Arthur Andersen LLP relating to the consolidated
financial statements of United HealthCare Corporation.
23.2 Consent of Kevin H. Roche (included in Exhibit 5 to this
Registration Statement).
24 Power of Attorney.
<PAGE>
EXHIBIT 5
May 23, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: United HealthCare Corporation
22,135 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 of 22,135 shares of the
common stock, $.01 par value (the "Common Stock") of UHC pursuant to warrants
UHC assumed in connection with a merger with HealthWise of America, Inc.
("HealthWise").
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 HealthWise. As to various questions of fact
material to my opinion, I have relied upon the veracity of the factual
representations made by UHC and HealthWise in certificates and in other
statements, both written and oral, from officers and other representatives of
UHC and HealthWise, 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 assumed that
all conditions precedent to the obligations of the parties to consummate the
transactions under the Merger Agreement have been satisfied or waived. 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. I have also
assumed that the Common Stock will be issued as described in the Registration
Statement.
Based on the foregoing, I am of the opinion that the shares of Common
Stock to be issued by UHC in connection with the Registration Statement, when
issued will be duly authorized, 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.
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
<PAGE>
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 incorporated by reference 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
May 20, 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 of common
stock of United HealthCare Corporation (the "Company") pursuant to warrants
the Company assumed in connection with its merger with HealthWise of America,
Inc., 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/ Douglas W. Leatherdale
- ------------------------------ ---------------------------------
William W. McGuire, M.D. Douglas W. Leatherdale
/s/ David P. Koppe
- ------------------------------ ---------------------------------
David P. Koppe Elizabeth J. McCormack
/s/ William C. Ballard, Jr. /s/ Gail R. Wilensky
- ------------------------------ ---------------------------------
William C. Ballard, Jr. Gail R. Wilensky
/s/ Richard T. Burke /s/ William G. Spears
- ------------------------------ ---------------------------------
Richard T. Burke William G. Spears
/s/ James A. Johnson /s/ Kennett L. Simmons
- ------------------------------ ---------------------------------
James A. Johnson Kennett L. Simmons
/s/ Thomas H. Kean
- ------------------------------
Thomas H. Kean
