Registration No. 333-_______
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 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
(Address of Principal Executive Offices, including Zip Code)
UNITED HEALTHCARE CORPORATION
AMENDED AND RESTATED
1991 STOCK AND INCENTIVE PLAN,
AS AMENDED THROUGH MARCH 11, 1996
(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 LLP
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) 2,779,803 $51.50 $143,159,854.50 $49,365.47
*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 June 19, 1996.
The information required to be filed in this registration
statement is incorporated herein by reference to the information
contained in the registration statements on Form S-8 (File No.
33-50282, File No. 33-67918, File No. 33-75846 and File No. 33-
59083) filed with the Securities and Exchange Commission on July
31, 1992, August 26, 1993, February 28, 1994 and May 4, 1995,
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)
24 Power of Attorney
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 21st day of June,
1996.
UNITED HEALTHCARE CORPORATION
By /s/ William W. McGuire
-----------------------
William W. McGuire, M.D.
President and Chief Executive
Officer
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
21st day of June, 1996.
/s/William W. McGuire Chairman, President, Chief
- ------------------------------ Executive Officer and Director
William W. McGuire, M.D. (principal executive officer)
/s/David P. Koppe Chief Financial Officer
- ------------------------------ (principal financial officer)
David P. Koppe
* 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
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
EXHIBIT INDEX
Exhibit Number Description
5 Opinion of counsel
23.1 Consent of Arthur Andersen LLP
23.2 Consent of counsel (included in Exhibit 5)
24 Power of Attorney
Exhibit 5
United HealthCare Corporation
300 Opus Center
9900 Bren Road East
Minnetonka, Minnesota 55343
Re: Registration Statement on Form S-8
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 (the "Registration Statement")
relating to the sale by the Company from time to time of up to
2,779,803 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,
as amended through March 11, 1996 (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 the 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.
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 of Minnesota.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Dated: June 20, 1996
Very truly yours,
/s/ DORSEY & WHITNEY LLP
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form
S-8 related to the issuance of additional shares of United
HealthCare Common Stock pursuant to the United HealthCare
Corporation Amended and Restated 1991 Stock and Incentive Plan,
as amended through March 11, 1996, of our report dated February
29, 1996 included in United HealthCare Corporation's Form 10-K
for the year ended December 31, 1995 and to all references to our
Firm included in this Registration Statement.
/s/ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
June 21, 1996
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 1991 AMENDED AND RESTATED
STOCK AND INCENTIVE PLAN, AS AMENDED THROUGH MARCH 11, 1996, 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 14th day of June, 1996.
/s/ William W. McGuire /s/Douglas W.Leatherdale
- ------------------------ ------------------------
William W. McGuire, M.D. Douglas W. Leatherdale
/s/David P. Koppe /s/ Elizabeth J. McCormack
- ----------------------- --------------------------
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
- ------------------------ --------------------------
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
