<PAGE>
As filed with the Securities and Exchange Commission on May 16, 1997
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)
David J. Lubben Copy to: James D. Alt
United HealthCare Corporation Dorsey & Whitney LLP
300 Opus Center Pillsbury Center South
9900 Bren Road East 220 South Sixth Street
Minnetonka, Minnesota 55343 Minneapolis, MN 55402
(612) 936-1300 (612) 340-6323
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________________
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
<TABLE>
<CAPTION>
=============================================================================================
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
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------
Common Stock
($.01 par value) 349,478 $52.31 $18,281,194.18 $5,539.76
=============================================================================================
</TABLE>
* Estimated solely for purposes of computing the registration fee and based upon
the average of the high and low sales prices for such Common Stock on May13,
1997, as reported on the New York Stock Exchange.
____________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
PROSPECTUS
UNITED HEALTHCARE CORPORATION
__________
349,478 SHARES
OF
COMMON STOCK
($.01 PAR VALUE)
__________
This Prospectus relates to an aggregate of 349,478 shares (the "Shares") of
Common Stock, par value $.01 per share (the "Common Stock"), of United
HealthCare Corporation, a Minnesota corporation ("United"), that may be sold
from time to time by the shareholders named herein (the "Selling Shareholders").
See "SELLING SHAREHOLDERS." United will not receive any proceeds from the sale
of the Shares. United has agreed to pay the expenses of registration of the
Shares, including legal and accounting fees.
Any or all of the Shares may be offered from time to time in transactions
on the New York Stock Exchange in brokerage transactions at prevailing market
prices or in transactions at negotiated prices. See "PLAN OF DISTRIBUTION."
The Shares offered hereby have not been registered under the blue sky or
securities laws of any jurisdiction, and any broker or dealer should assure the
existence of an exemption from registration or effectuate such registration in
connection with the offer and sale of the Shares.
The Common Stock is traded on the New York Stock Exchange. On May13, 1997,
the last sale price of the Common Stock as reported on the New York Stock
Exchange was $52.00 per share.
__________
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN RISKS
PROSPECTIVE PURCHASERS OF THE SHARES OFFERED HEREBY SHOULD CONSIDER.
__________
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 UNITED.
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 May14, 1997.
<PAGE>
AVAILABLE INFORMATION
United 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 United 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 7World 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 United is listed on the New York Stock Exchange, and reports,
proxy statements and other information concerning United can also be inspected
at such exchange. This Prospectus does not contain all the information set
forth in the Registration Statement and exhibits thereto which United has filed
with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"), and to which reference is hereby made. The Commission
maintains a site on the World Wide Web that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the Commission. The address of such site is http://
ww.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of United 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,
1996;
(b) the Quarterly Report on Form 10-Q for the quarter ended March 31,
1997; and
(c) the description of the Common Stock contained in the Registration
Statement on Form8-A dated September 20, 1992, 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 United 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.
United 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
David J. Lubben, Secretary and General Counsel, United HealthCare Corporation,
300 Opus Center, 9900 Bren Road East, Minnetonka, Minnesota 55343, telephone
number (612) 936-1300.
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<PAGE>
UNITED HEALTHCARE CORPORATION
United is a national leader in offering health care coverage and related
services through a broad continuum of products and services in all 50 states and
Puerto Rico. United's products and services reflect a number of core
capabilities, including medical information 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
organizations, insurance and self-funded health care coverage products. United
also offers unbundled health care management and cost containment products such
as behavioral health services, utilization review services, specialized provider
networks and employee assistance programs.
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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<PAGE>
RISK FACTORS
The statements contained in this Prospectus may include forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "PSLRA"). When used in this Prospectus, and in oral statements made
by or with the approval of an authorized executive officer of United, the words
or phrases "believes," "anticipates," "intends," "will likely result,"
"estimates," "projects" or similar expressions are intended to identify such
forward-looking statements. Any of these forward-looking statements involve
risks and uncertainties that may cause United's actual results to differ
materially from the results discussed in the forward-looking statements.
The following discussion contains certain cautionary statements regarding
United's business and results of operations. These statements discuss matters
which may in part be discussed elsewhere in this Prospectus and which may have
been discussed in other documents prepared by United pursuant to federal or
state securities laws. This discussion is intended to take advantage of the
"safe harbor" provisions of the PSLRA. The following factors should be
considered in conjunction with any discussion of operations or results by United
or its representatives, including any forward-looking discussion, as well as
comments contained in press releases, presentations to securities analysts or
investors, or other communications by United.
In making these statements, United is not undertaking to address or update
each factor in future filings or communications regarding United's business or
results, and is not undertaking to address how any of these factors may have
caused changes to discussions or information contained in previous filings or
communications. In addition, any of the matters discussed below may have
affected United's past results and may affect future results, so that United's
actual results for first quarter 1997 and beyond may differ materially from
those expressed in prior communications.
HEALTH CARE COSTS
A large portion of the revenue received by United is used to pay the costs
of health care services or supplies delivered to its members. The total health
care costs incurred by United are affected by the number of individual services
rendered and the cost of each service. Much of United's premium revenue is set
in advance of the actual delivery of services and the related incurrence of the
cost, usually on a prospective annual basis. While United attempts to base the
premiums it charges at least in part on its estimate of future health care costs
over the fixed premium period, competition, regulations and other circumstances
may limit United's ability to fully base premiums on estimated costs. In
addition, many factors may and often do cause actual health care costs to exceed
that estimated and reflected in premiums. These factors may include increased
utilization of services, increased cost of individual services, catastrophes,
epidemics, the introduction of new or costly treatments, general inflation, new
mandated benefits or other regulatory changes and insured population
characteristics. In addition, United's earnings as reported for any particular
quarter include estimates of covered services incurred by United's enrollees
during that period but for which a claim has not been received or processed.
These are estimates and therefore United's earnings may be subject to later
adjustment based on the actual costs.
INDUSTRY FACTORS
The managed care industry has recently received significant amounts of
negative publicity. This publicity, in turn, has contributed to increased
legislative activity, regulation and review of industry practices. These
factors may adversely affect United's ability to market its products or
services, could necessitate changes in United's products and services, and may
increase regulatory burdens under which United operates, further increasing the
costs of doing business and adversely affecting profitability.
-4-
<PAGE>
MARKETING
United markets its products and services through both employed sales people
and independent sales agents. Although United has a number of such sales
employees and agents, if certain key sales employees or agents or a large subset
of such individuals were to leave United, its ability to retain existing
customers and members could be impaired. In addition, certain of United's
customers or potential customers consider rating, accreditation or certification
of United by various private or governmental bodies or rating agencies necessary
or important. Certain of United's health plans or other business units may not
have obtained or may not desire or be able to obtain or to maintain such
accreditation or certification which could adversely affect United's ability to
obtain or retain business with such customers.
COMPETITION
In any of its geographic or product markets United competes with a number
of other entities, some of which may have certain characteristics or
capabilities which give them an advantage in competing with United. United
believes the barriers to entry in these markets are not substantial, so that the
addition of new competitors can occur relatively easily. Certain of United's
customers may decide to perform for themselves functions or services formerly
provided by United, which would result in a decrease in United's revenues.
Certain of United's providers may decide to market products and services to
United customers in competition with United. In addition, significant merger
and acquisition activity has occurred in the industry in which United operates
as well as in industries which act as suppliers to United, such as the hospital,
physician, pharmaceutical and medical device industries. This activity may
create stronger competitors or result in higher health care costs. To the
extent that there is strong competition or that competition intensifies in any
market, United's ability to retain or increase customers, its revenue growth,
its pricing flexibility, its control over medical cost trends and its marketing
expenses may all be adversely affected.
AARP CONTRACT
In early 1997, United finalized its contract arrangements with the American
Association of Retired Persons ("AARP") under which United will provide Medicare
supplement health insurance products to AARP members, effective January1, 1998.
As a result of this agreement, United will significantly expand the number of
members served, the products offered and the services it must provide. The
success of the AARP arrangement will depend, in part, on United's ability to
service these new members, develop additional products and services and price
the products and services competitively.
PROVIDER RELATIONS
One of the significant techniques United uses to manage health care costs
and utilization and monitor the quality of care being delivered is contracting
with physicians, hospitals and other providers. Because of the geographic
diversity of its health plans and the large number of providers with which most
of those health plans contract, United currently believes it has a limited
exposure to provider relations issues. In any particular market, however,
providers could refuse to contract with United, demand higher payments or take
other actions which could result in higher health care costs, less desirable
products for customers and members or difficulty meeting regulatory or
accreditation requirements.
In some markets, certain providers, particularly hospitals,
physician/hospital organizations or multi-specialty physician groups, may have
significant market positions or near monopolies. In addition, physician or
practice management companies which aggregate physician practices for purposes
of administrative efficiency and marketing leverage, continue to expand. These
providers may compete directly with United. If such providers refuse to
contract with United, use their market
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<PAGE>
position to negotiate favorable contracts, or place United at a competitive
disadvantage, United's ability to market products or to be profitable in those
areas could be adversely affected.
ADMINISTRATION AND MANAGEMENT
Efficient and cost-effective administration of United's operations is
integral to United's profitability and competitive positioning. While United
attempts to effectively manage such expenses, increases in staff-related and
other administrative expenses may occur from time-to-time due to business or
product start-ups or expansions, growth or changes in business, acquisitions,
regulatory requirements or other reasons. Such expense increases are not
clearly predictable and increases in administrative expenses may adversely
affect results.
United currently believes it has a relatively experienced, capable
management staff. Loss of certain managers or a number of such managers could
adversely affect United's ability to administer and manage its business.
GOVERNMENT PROGRAMS AND REGULATION
United's business is heavily regulated on a federal, state and local level.
The laws and rules governing United's business and interpretations of those laws
and rules are subject to frequent change and broad latitude is given to the
agencies administering those regulations. Existing or future laws and rules
could force United to change how it does business, may restrict United's revenue
and/or enrollment growth, increase its health care and administrative costs,
and/or increase United's liability for medical malpractice or other actions.
Regulatory approvals must be obtained and maintained to market many of United's
products and services. Delays in obtaining or failure to obtain or maintain
such approvals could adversely affect United's revenue or the number of covered
lives, or could increase costs. A significant portion of United's revenues
relate to federal, state and local government health care coverage programs.
These types of programs, such as the federal Medicare program and the federal
and state Medicaid program, are generally subject to frequent change, including
changes which may reduce the number of persons enrolled or eligible, reduce the
revenue received by United or increase United's administrative or health care
costs under such programs. Such changes have in the past and may in the future
adversely affect United's results and its willingness to participate in such
programs.
United is also subject to various governmental audits and investigations.
Such activities could result in the loss of licensure or the right to
participate in certain programs, or the imposition of fines, penalties and other
sanctions. In addition, disclosure of any adverse investigation or audit
results or sanctions could negatively affect United's reputation in various
markets and make it more difficult for United to sell its products and services.
The National Association of Insurance Commissioners (the "NAIC") has an
effort underway that would impose new minimum capitalization requirements for
health care coverages provided by insurance companies, HMOs and other risk
bearing health care entities. The requirements would take the form of risk-based
capital rules similar to those which currently apply only to insurance
companies. There could be an increase in the capital required for certain of
United's subsidiaries and there may be some potential for disparate treatment
relative to competing products. Failure of the NAIC to act may result in some
form of federal solvency regulation of companies providing Medicare-related
benefit programs.
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<PAGE>
SELLING SHAREHOLDERS
The following table sets forth certain information, as of May13, 1997 as to
the maximum number of Shares that may be sold by each of the Selling
Shareholders pursuant to this Prospectus.
<TABLE>
<CAPTION>
Number Maximum Number
of Shares Number of Shares
Beneficially of Shares to be Beneficially
Owned Prior Sold Pursuant to Owned After
Name to Offering this Prospectus Offering(1)
- ---------------------------------------- --------------- ------------------ --------------
<S> <C> <C> <C>
Kevin R. Mitchell 12,452 12,452 0
Kenneth A. Buchanan 3,113 3,113 0
Jarek Plachecki 9,339 9,339 0
Robert F. Wood 3,113 3,113 0
Dennis M. Morstad 1,245 1,245 0
Steven J. Rajavuori 623 623 0
Elise A. Jensen 934 934 0
Diana J. Petersen 623 623 0
Hossien Amhedi 623 623 0
Rebecca Derck 623 623 0
Donald Gerhardt 1,121 1,121 0
Brent Metfessel 623 623 0
Mark Moody 2,802 2,802 0
Brian Rud 467 467 0
Raghav Singh 467 467 0
Raymond B. Pinson 280,180 280,180 0
The Pinson Family Limited Partnership 15,566 15,566 0
Steve Richmond - Trustee
The Pinson Family Limited Partnership 157 157 0
James Wise, General Partner
The Alexandra Pinson Miller 1995 Trust 1,088 1,088 0
James Wise - Trustee
Andrew LeRoy 623 623 0
The Benjamin Tyler Kennedy 1995 Trust 1,245 1,245 0
James Wise - Trustee
The Emily Christina Kennedy 1995 Trust 1,245 1,245 0
James Wise - Trustee
Daniel Morstad 1,245 1,245 0
Gerald Nelson 623 623 0
James Bruce Glasgow 1,245 1,245 0
James Wise 1,245 1,245 0
Jason Sherman 623 623 0
Keith Krueger 1,245 1,245 0
Richard C. Hecren 1,245 1,245 0
Steven Richmond 1,245 1,245 0
Tyrone Willems 1,245 1,245 0
William Boelter 1,245 1,245 0
</TABLE>
________________
(1)Assumes the sale of all Shares covered by this Prospectus.
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<PAGE>
PLAN OF DISTRIBUTION
The Shares will be offered and sold by the Selling Shareholders for their
own accounts. United will not receive any proceeds from the sale of the Shares
pursuant to this Prospectus. United has agreed to pay the expenses of
registration of the Shares, including legal and accounting fees.
The Selling Shareholders may offer and sell the Shares from time to time in
transactions on the New York Stock Exchange, in brokerage transactions at
prevailing market prices or in 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 the Selling Shareholders 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,
United is not aware of any agreement, arrangement or understanding between any
broker or dealer and the Selling Shareholders.
Whenever a particular offering of Shares is to be made pursuant to this
Prospectus, to the extent required, this Prospectus will be updated to reflect
the name of the Selling Shareholders for whose account Shares are to be so
offered, the number of Shares so offered for such Selling Shareholder's account
and, if such offering is to be made by or through underwriters or dealers, the
names of such underwriters or dealers and the principal terms of the
arrangements between the underwriters or dealers and those Selling Shareholders
for whose account such offering is being made.
The Selling Shareholders 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.
EXPERTS
The consolidated balance sheets as of December 31, 1996 and 1995, and the
consolidated statements of operations, shareholders' equity and cash flows for
each of the three years in the period ended December 31, 1996, of United
incorporated by reference in this Prospectus have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report with
respect thereto, which is 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 of United for
the quarters ended March31, 1997 and 1996 incorporated by reference in this
Prospectus, 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 reports 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 for their reports on the unaudited interim financial information
because these reports are not "reports" or "parts" of the Prospectus prepared or
certified by the accountants within the meaning of Sections 7 and 11 of the
Securities Act.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon for United
by the General Counsel of United.
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<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC Registration Fee...................... $ 5,539.76
Accounting Fees and Expenses.............. $ 10,000.00
Legal Fees and Expenses................... $ 20,000.00
---------
Total................................ $ 35,539.76
</TABLE>
All fees and expenses other than the Commission registration fee are
estimated. The expenses listed above will be paid by United.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify any person who was or is made or is threatened to be
made a party to any proceeding, by reason of the former or present official
capacity (as defined) of such person, against judgments, penalties, fines,
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding if
certain statutory standards are met. "Proceeding" means a threatened, pending
or complete civil, criminal, administrative, arbitration or investigative
proceeding, including one by or in the right of the corporation. Section
302A.521 contains detailed terms regarding such right of indemnification and
reference is made thereto for a complete statement of such indemnification
rights.
United's Bylaws provide for the indemnification of such persons, for such
expenses and liabilities, in such manner, under such circumstances and to such
extent of permitted by Section 302A.521 of the Minnesota Business Corporation
Act.
United maintains a standard policy of officers' and directors' insurance.
ITEM 16. LIST OF EXHIBITS
5 Opinion of the General Counsel of United
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit5 to this
Registration Statement)
24 Power of Attorney
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
II-1
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or 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;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change in the information set forth in the
registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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
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>
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minnetonka, State of Minnesota, on May14, 1997.
UNITED HEALTHCARE CORPORATION
By /s/David J. Lubben
------------------------------------
David J. Lubben, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May14, 1997.
Signature Title
--------- -----
/s/ William W. McGuire, M.D. President, Chief
- --------------------------------------
William W. McGuire, M.D. Executive Officer and Director
(principal executive officer)
/s/ David P. Koppe Chief Financial Officer (principal
- --------------------------------------
David P. Koppe financial officer and principal
accounting officer)
* Director
______________________________________
William C. Ballard, Jr.
* Director
______________________________________
Richard T. Burke
* Director
______________________________________
James A. Johnson
* Director
______________________________________
Thomas H. Kean
* Director
______________________________________
Douglas W. Leatherdale
* Director
______________________________________
Walter F. Mondale
* Director
______________________________________
Robert L. Ryan
* Director
______________________________________
Kennett L. Simmons
* Director
______________________________________
William G. Spears
* Director
______________________________________
Gail R. Wilensky
*By /s/ David J. Lubben
-----------------------------------
David J. Lubben
As Attorney-In-Fact
<PAGE>
Exhibit 5
[United HealthCare Corporation Letterhead]
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
As General Counsel of United HealthCare Corporation, a Minnesota
corporation (the "Company"), I am familiar with the affairs of the Company.
This opinion is being delivered in connection with a Registration Statement on
Form S-3 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the sale of 349,478 shares (the "Shares") of common stock of the Company, par
value $.01 per share, which will be sold from time to time by the persons named
in the Registration Statement (the "Selling Shareholders"), on the New York
Stock Exchange or otherwise, directly or through underwriters, brokers or
dealers.
In connection with this opinion, I or my staff have examined such documents
and have reviewed such questions of law as we have considered necessary and
appropriate for the purposes of our opinions set forth below. In rendering our
opinions set forth below, we have 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.
Based on the foregoing, I am are of the opinion that the Shares to be sold
by the Selling Shareholders pursuant to the Registration Statement are duly
authorized by all requisite corporate action, 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, and to the reference to this opinion under the heading
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Dated: May14, 1997
Very truly yours,
/s/ David J. Lubben
<PAGE>
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-3 of our report dated
February 28, 1997 incorporated by reference in United HealthCare Corporation's
Annual Report on Form 10-K for the year ended December 31, 1996 and to all
references to our firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
May 14, 1997
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David J. Lubben, his true and
lawful attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to execute a Registration Statement on Form S-3 to be filed under the
Securities Act of 1933, as amended, for the registration of the resale by
certain shareholders of United as expressly named in such Registration Statement
of 349,478 shares of Common Stock of United HealthCare Corporation, and any and
all 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, granting unto said attorneys-in-fact and agents full power
and authority to do and perform to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: May 14, 1997
/s/ William M. McGuire, M.D.
------------------------------------
William W. McGuire, M.D.
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David J. Lubben and William W.
McGuire, M.D., his true and lawful attorneys-in-fact and agents, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to execute a Registration Statement on Form S-3
to be filed under the Securities Act of 1933, as amended, for the registration
of the resale by certain shareholders of United as expressly named in such
Registration Statement of 349,478 shares of Common Stock of United HealthCare
Corporation, and any and all 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, granting unto said attorneys-in-
fact and agents full power and authority to do and perform to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated: May 14, 1997
/s/ David P. Koppe
----------------------------------
David P. Koppe
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David J. Lubben and William W.
McGuire, M.D., his true and lawful attorneys-in-fact and agents, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to execute a Registration Statement on Form S-3
to be filed under the Securities Act of 1933, as amended, for the registration
of the resale by certain shareholders of United as expressly named in such
Registration Statement of 349,478 shares of Common Stock of United HealthCare
Corporation, and any and all 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, granting unto said attorneys-in-
fact and agents full power and authority to do and perform to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated: May 14, 1997
/s/ William C. Ballard, Jr.
------------------------------------
William C. Ballard, Jr.
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David J. Lubben and William W.
McGuire, M.D., his true and lawful attorneys-in-fact and agents, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to execute a Registration Statement on Form S-3
to be filed under the Securities Act of 1933, as amended, for the registration
of the resale by certain shareholders of United as expressly named in such
Registration Statement of 349,478 shares of Common Stock of United HealthCare
Corporation, and any and all 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, granting unto said attorneys-in-
fact and agents full power and authority to do and perform to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated: May 14, 1997
/s/ Richard T. Burke
--------------------------------
Richard T. Burke
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David J. Lubben and William W.
McGuire, M.D., his true and lawful attorneys-in-fact and agents, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to execute a Registration Statement on Form S-3
to be filed under the Securities Act of 1933, as amended, for the registration
of the resale by certain shareholders of United as expressly named in such
Registration Statement of 349,478 shares of Common Stock of United HealthCare
Corporation, and any and all 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, granting unto said attorneys-in-
fact and agents full power and authority to do and perform to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated: May 14, 1997
/s/ James A. Johnson
-------------------------------
James A. Johnson
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David J. Lubben and William W.
McGuire, M.D., his true and lawful attorneys-in-fact and agents, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to execute a Registration Statement on Form S-3
to be filed under the Securities Act of 1933, as amended, for the registration
of the resale by certain shareholders of United as expressly named in such
Registration Statement of 349,478 shares of Common Stock of United HealthCare
Corporation, and any and all 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, granting unto said attorneys-in-
fact and agents full power and authority to do and perform to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated: May 14, 1997
/s/ Thomas H. Kean
--------------------------------
Thomas H. Kean
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David J. Lubben and William W.
McGuire, M.D., his true and lawful attorneys-in-fact and agents, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to execute a Registration Statement on Form S-3
to be filed under the Securities Act of 1933, as amended, for the registration
of the resale by certain shareholders of United as expressly named in such
Registration Statement of 349,478 shares of Common Stock of United HealthCare
Corporation, and any and all 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, granting unto said attorneys-in-
fact and agents full power and authority to do and perform to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated: May 14, 1997
/s/ Douglas W. Leatherdale
-----------------------------------
Douglas W. Leatherdale
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David J. Lubben and William W.
McGuire, M.D., his true and lawful attorneys-in-fact and agents, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to execute a Registration Statement on Form S-3
to be filed under the Securities Act of 1933, as amended, for the registration
of the resale by certain shareholders of United as expressly named in such
Registration Statement of 349,478 shares of Common Stock of United HealthCare
Corporation, and any and all 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, granting unto said attorneys-in-
fact and agents full power and authority to do and perform to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated: May 14, 1997
/s/ Walter F. Mondale
--------------------------------
Walter F. Mondale
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David J. Lubben and William W.
McGuire, M.D., his true and lawful attorneys-in-fact and agents, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to execute a Registration Statement on Form S-3
to be filed under the Securities Act of 1933, as amended, for the registration
of the resale by certain shareholders of United as expressly named in such
Registration Statement of 349,478 shares of Common Stock of United HealthCare
Corporation, and any and all 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, granting unto said attorneys-in-
fact and agents full power and authority to do and perform to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated: May 14, 1997
/s/ Robert L. Ryan
----------------------------------
Robert L. Ryan
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David J. Lubben and William W.
McGuire, M.D., his true and lawful attorneys-in-fact and agents, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to execute a Registration Statement on Form S-3
to be filed under the Securities Act of 1933, as amended, for the registration
of the resale by certain shareholders of United as expressly named in such
Registration Statement of 349,478 shares of Common Stock of United HealthCare
Corporation, and any and all 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, granting unto said attorneys-in-
fact and agents full power and authority to do and perform to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated: May 14, 1997
/s/ Kennett L. Simmons
--------------------------------
Kennett L. Simmons
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David J. Lubben and William W.
McGuire, M.D., his true and lawful attorneys-in-fact and agents, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to execute a Registration Statement on Form S-3
to be filed under the Securities Act of 1933, as amended, for the registration
of the resale by certain shareholders of United as expressly named in such
Registration Statement of 349,478 shares of Common Stock of United HealthCare
Corporation, and any and all 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, granting unto said attorneys-in-
fact and agents full power and authority to do and perform to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated: May 14, 1997
/s/ William G. Spears
--------------------------------
William G. Spears
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David J. Lubben and William W.
McGuire, M.D., his true and lawful attorneys-in-fact and agents, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to execute a Registration Statement on Form S-3
to be filed under the Securities Act of 1933, as amended, for the registration
of the resale by certain shareholders of United as expressly named in such
Registration Statement of 349,478 shares of Common Stock of United HealthCare
Corporation, and any and all 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, granting unto said attorneys-in-
fact and agents full power and authority to do and perform to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated: May 14, 1997
/s/ Gail R. Wilensky
-------------------------------
Gail R. Wilensky
