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Filed Pursuant to Rule 424(b)(3)
File No. 333-4401
PROSPECTUS
UNITED HEALTHCARE CORPORATION
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22,135 SHARES
OF
COMMON STOCK
($.01 PAR VALUE)
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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 June 7,
1996, the closing price of the Common Stock as reported on the New York Stock
Exchange was $52.75 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 7, 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 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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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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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
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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
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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 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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