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Filed Pursuant to
Rule 424(b)(3)
File No. 333-05717
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 June 18,
1996, the closing price of the Common Stock as reported on the New York Stock
Exchange was $52.50 per share.
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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.
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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 June 19, 1996.
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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 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.
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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.
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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>
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(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.
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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.
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