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 AUGUST 15, 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:
JAMES D. ALT, 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) 2,924,516 $45.6875 $133,613,844.75 $40,489.04
*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 April 22, 1997.
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, File No. 33-59083
and File No. 333-06533) filed with the Securities and Exchange
Commission on July 31, 1992, August 26, 1993, February 28, 1994 ,
May 4, 1995 and June 21, 1996, 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 24th day of April,
1997.
UNITED HEALTHCARE CORPORATION
By /s/ William W. McGuire, M.D.
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
24th day of April, 1997.
/s/ William W. McGuire, M.D. Chairman, President,Chief
William W. McGuire, M.D. Executive Officer and Director
(principal executive officer)
/s/ David P. Koppe Chief Financial Officer
David P. Koppe (principal financial and accounting officer)
* Director
William C. Ballard, Jr.
* Director
Richard T. Burke
* Director
James A. Johnson
* Director
Thomas H. Kean
* Director
Douglas W. Leatherdale
* Director
Elizabeth J. McCormack
* Director
Robert L. Ryan
* Director
Kennett L. Simmons
* Director
William G. Spears
* Director
Gail R. Wilensky
*By:/s/ William W. McGuire, M.D.
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
6
EXHIBIT 5
United HealthCare Corporation
300 Opus Center
9900 Bren Road East
Minnetonka, MN 55343
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
In my capacity as General Counsel of United HealthCare
Corporation, a Minnesota corporation (the "Company"), and
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 2,924,516 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 August 15, 1996 (the "Plan"), I
have examined such documents and have reviewed such
questions of law as I have considered necessary and
appropriate for the purposes of the opinions set forth
below.
In rendering my opinions set forth below, I have
assumed the authenticity of all documents submitted to me as
originals, the genuineness of all signatures and the
conformity to authentic originals of all documents submitted
to me as copies. 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 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 my opinion, I have relied upon certificates
of officers of the Company and of public officials.
Based on the foregoing, I am 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.
My opinions expressed above are limited to the laws of
the State of Minnesota.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Dated: April 24, 1997
Very truly yours,
/S/ David J. Lubben
David J. Lubben
General Counsel
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 Corporation Common of our report
dated February 28, 1997 included in United HealthCare
Corporation's Form 10-K for the year ended December 31, 1996
and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Minneapolis, Minnesota,
April 24, 1997
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 David J. Lubben, each 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 AUGUST 15, 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 this 15th day of April, 1997.
/s/ William C. Ballard, Jr.
William C. Ballard, Jr.
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 David J. Lubben, each 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 AUGUST 15, 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 this 15th day of April, 1997.
/s/ Richard T. Burke
Richard T. Burke
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 David J. Lubben, each 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 AUGUST 15, 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 this 15th day of April, 1997.
/s/ James A. Johnson
James A. Johnson
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 David J. Lubben, each 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 AUGUST 15, 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 this 10th day of April, 1997.
/s/ Thomas H. Kean
Thomas H. Kean
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 David J. Lubben, each 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 AUGUST 15, 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 this 9th day of April,
1997.
/s/ Douglas Leatherdale
Douglas Leatherdale
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 David J. Lubben, each 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 AUGUST 15, 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 this 14th day of April,
1997.
/s/ Elizabeth McCormack
Elizabeth McCormack
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 David J. Lubben, each 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 AUGUST 15, 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 this 15th day of April,
1997.
/s/ Robert L. Ryan
Robert L. Ryan
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 David J. Lubben, each 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 AUGUST 15, 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 this 15th day of April,
1997.
/s/ Kennett L. Simmons
Kennett L. Simmons
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 David J. Lubben, each 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 AUGUST 15, 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 this 15th day of April,
1997.
/s/ William G. Spears
William G. Spears
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 David J. Lubben, each 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 AUGUST 15, 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 this 15th day of April,
1997.
/s/ Gail R. Wilensky
Gail R. Wilensky
