<PAGE>
FILED PURSUANT TO
RULE 424(b)(3)
FILE NO. 333-41661
PROSPECTUS
UNITED HEALTHCARE CORPORATION
__________
263,032 Shares
OF
COMMON STOCK
($.01 PAR VALUE)
__________
This Prospectus relates to an aggregate of 263,032 shares (the "Shares") of
Common Stock, par value $.01 per share (the "Common Stock"), of United
HealthCare Corporation, a Minnesota corporation ("United HealthCare"), that may
be sold from time to time by the shareholders named herein (the "Selling
Shareholders"). See "SELLING SHAREHOLDERS." United HealthCare will not receive
any proceeds from the sale of the Shares. United HealthCare 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 Common Stock is traded on the New York Stock Exchange. On December 22,
1997, the last sale price of the Common Stock as reported on the New York Stock
Exchange was $47.0625 per share.
__________
SEE "RISK FACTORS" ON PAGE 4 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
HEALTHCARE. 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 December 23, 1997.
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AVAILABLE INFORMATION
United HealthCare 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 HealthCare 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 United HealthCare is
listed on the New York Stock Exchange, and reports, proxy statements and other
information concerning United HealthCare 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 HealthCare 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://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of United HealthCare 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, as amended by Form 10-K/A filed on June 16, 1997;
(b) the Quarterly Reports on Form 10-Q for the quarters ended March
31, 1997, June 30, 1997 and September 30, 1997; and
(c) the description of the Common Stock contained in the Registration
Statement on Form 8-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 HealthCare 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 HealthCare 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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UNITED HEALTHCARE CORPORATION
United HealthCare is a leader in offering health care coverage and related
services through a broad continuum of products and services nationwide. United
HealthCare'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 HealthCare's operating subsidiaries
are able to provide comprehensive managed care services, such as health
maintenance organizations, preferred provider organizations, and insured and
self-funded health care coverage products. United HealthCare 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 HealthCare 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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RISK FACTORS
The statements contained in this Prospectus include forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "PSLRA"). When used in this Prospectus, in filings by United
HealthCare with the Commission, in United HealthCare's press releases,
presentations to securities analysts and investors, and in oral statements made
by or with the approval of an executive officer of United HealthCare, 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 HealthCare's actual results to
differ materially from the results discussed in the forward-looking statements.
The following discussion contains certain cautionary statements regarding
United HealthCare'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 HealthCare
pursuant to federal or state securities laws. This discussion is intended to
take advantage of the "safe harbor" provisions of the PSLRA. In making these
cautionary statements, United HealthCare is not undertaking to address or update
each factor in future filings with the Commission or communications regarding
United HealthCare's business or results, and is not undertaking to address how
any of these factors may have caused results to differ from discussions or
information contained in previous filings or communications. In addition, any
of the matters discussed below may have affected United HealthCare's past, as
well as current, forward-looking statements about future results, so that United
HealthCare's actual results in the future may differ materially from those
expressed in prior communications.
HEALTH CARE COSTS
A large portion of the revenue received by United HealthCare is used to pay
the costs of health care services or supplies delivered to its enrollees. The
total health care costs incurred by United HealthCare are affected by the number
of individual services rendered and the cost of each service. Much of United
HealthCare'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 HealthCare 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
HealthCare'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 HealthCare's earnings as reported for any
particular quarter include estimates of covered services incurred by United
HealthCare's enrollees during that period but for which a claim has not been
received or processed. These are estimates and therefore, United HealthCare's
earnings may be subject to later adjustment based on the actual costs.
In addition, as a result of changes in the level of health care utilization
during the calendar year, United HealthCare's operating results may be affected
by the seasonal nature of medical costs. Although there are no assurances, per-
member medical costs generally have been higher in the first half of a year than
the second half.
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 HealthCare's ability to market its
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products or services, could necessitate changes in United HealthCare's products
and services, and may increase the regulatory burdens under which United
HealthCare operates, further increasing the costs of doing business and
adversely affecting profitability.
COMPETITION
In any of its geographic or product markets United HealthCare 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 HealthCare.
United HealthCare 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 HealthCare's customers may decide to perform for
themselves functions or services formerly provided by United HealthCare, which
would result in a decrease in United HealthCare's revenues. Certain of United
HealthCare's providers may decide to market products and services to United
HealthCare customers in competition with United HealthCare. In addition,
significant merger and acquisition activity has occurred in the industry in
which United HealthCare operates as well as in industries which act as suppliers
to United HealthCare, 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 HealthCare'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 HealthCare finalized its contract arrangements with
the American Association of Retired Persons ("AARP") under which United
HealthCare will provide Medicare supplement and hospital indemnity health
insurance products to AARP members, effective January1, 1998. As a result of
this agreement, United HealthCare will significantly expand the number of
members served, the products offered and the services provided. The success of
the AARP arrangement will depend, in part, on United HealthCare's ability to
service these new members, develop additional products and services and price
the products and services competitively.
GOVERNMENT PROGRAMS AND REGULATION
United HealthCare's business is heavily regulated on a federal, state and
local level. The laws and rules governing United HealthCare'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 HealthCare to change how it does
business, may restrict United HealthCare's revenue and enrollment growth,
increase its health care and administrative costs, and increase United
HealthCare's liability for medical malpractice or other actions. Regulatory
approvals must be obtained and maintained to market many of United HealthCare's
products and services. Delays in obtaining or failure to obtain or maintain
such approvals could adversely affect United HealthCare's revenue or the number
of covered lives, or could increase costs. A significant portion of United
HealthCare'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 HealthCare or
increase United HealthCare's administrative or health care costs under such
programs. Such changes have in the past and may in the future adversely affect
United HealthCare's results and its willingness to participate in such programs.
United HealthCare 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
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or audit results or sanctions could negatively affect United HealthCare's
reputation in various markets and make it more difficult for United HealthCare
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 coverage provided by insurance companies, HMOs and other risk
bearing health care entities. The requirements would take the form of risk-
based capital rules. Currently, similar rules apply only to insurance
companies. There could be an increase in the capital required for certain of
United HealthCare'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.
PROVIDER RELATIONS
One of the significant techniques United HealthCare 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 HealthCare currently believes
it has a limited exposure to provider relations issues. In any particular
market, however, providers could refuse to contract with United HealthCare,
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 HealthCare. If such providers refuse
to contract with United HealthCare, use their market position to negotiate
favorable contracts, or place United HealthCare at a competitive disadvantage,
United HealthCare's ability to market products or to be profitable in those
areas could be adversely affected.
LITIGATION AND INSURANCE
United HealthCare may be a party to a variety of legal actions to which any
corporation may be subject, including employment and employment discrimination-
related suits, employee benefit claims, breach of contract actions, tort claims,
stockholder suits (including for securities fraud), and intellectual property
related litigation. In addition, because of the nature of its business, United
HealthCare is subject to a variety of legal actions relating to its business
operations, such as claims relating to the denial of health care benefits,
medical malpractice actions, provider disputes, including disputes over withheld
compensation and termination of provider contracts disputes related to self-
funded business, including actions alleging claim administration errors and the
failure to disclose network rate discounts and other fee and rebate
arrangements, disputes over copayment calculations, and claims relating to
customer audits and contract performance. Recent court decisions and
legislative activity may have the effect of increasing United HealthCare's
exposure for any of these types of claims. In some cases, substantial non-
economic or punitive damages may be sought. While United HealthCare currently
has insurance coverage for some of these potential liabilities, others may not
be covered by insurance, the insurers may dispute coverage or the amount of
insurance may not be enough to cover the damages awarded. In addition, certain
types of damages, such as punitive damages, may not be covered by insurance and
insurance coverage for all or certain forms of liability may become unavailable
or prohibitively expensive in the future.
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INFORMATION SYSTEMS
United HealthCare's business is significantly dependent on effective
information systems, and United HealthCare has many different information
systems for its various businesses. United HealthCare's information systems
require an ongoing commitment of resources to maintain and enhance existing
systems and develop new systems. As a result of United HealthCare's acquisition
activities, United HealthCare is in the process of attempting to reduce the
number of systems and also to upgrade and expand its information systems
capabilities. Failure to maintain effective and efficient information systems
could result in loss of existing customers, difficulty in attracting new
customers, customer and provider disputes, regulatory problems, increases in
administrative expenses or other adverse consequences. In addition, United
HealthCare may from time to time obtain significant portions of its systems-
related or other services or facilities from independent third parties, which
may make United HealthCare's operations vulnerable to such third parties'
failure to perform adequately.
THE YEAR 2000
United HealthCare is in the process of modifying its computer systems to
accommodate the year 2000 so as not adversely to affect its operations. United
HealthCare is expensing the costs incurred to make these modifications. The
inability of United HealthCare to complete timely its year 2000 modifications or
the inability of other companies with which United HealthCare does business to
complete timely their year 2000 modifications could adversely affect United
HealthCare's business.
ADMINISTRATION AND MANAGEMENT
Efficient and cost-effective administration of United HealthCare's
operations is integral to United HealthCare's profitability and competitive
positioning. While United HealthCare 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.
United HealthCare recently announced a reorganization of its operations into six
business units, which reorganization could impose additional administrative
expenses. Such expense increases are not clearly predictable and increases in
administrative expenses may adversely affect results.
United HealthCare currently believes it has a relatively experienced,
capable management staff. The market for management personnel in the healthcare
industry is very competitive. Loss of certain managers or a number of such
managers could adversely affect United HealthCare's ability to administer and
manage its business.
MARKETING
United HealthCare markets its products and services through both employed
sales people and independent sales agents. Although United HealthCare 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 HealthCare,
its ability to retain existing customers and members could be impaired. In
addition, certain of United HealthCare's customers or potential customers
consider rating, accreditation or certification of United HealthCare by various
private or governmental bodies or rating agencies necessary or important.
Certain of United HealthCare'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 HealthCare's
ability to obtain or retain business with such customers.
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ACQUISITIONS
United HealthCare has made several large acquisitions in recent years and
has an active, ongoing acquisition program. These acquisitions may entail
certain risks and uncertainties in addition to those present in its ongoing
business operations, unknown liabilities, unforseen administrative needs, or
increased efforts to integrate the acquired operations. Failure to identify
liabilities, to anticipate additional administrative needs or to integrate
effectively acquired operations could result in reduced revenues, increased
administrative and other costs, or customer confusion or dissatisfaction.
STOCK MARKET
The market prices of the securities of certain of the publicly-held
companies in the industry in which United HealthCare operates have shown
volatility and sensitivity in response to many factors, including general market
trends, public communications regarding managed care, legislative or regulatory
actions, health care cost trends, pricing trends, competition, earnings or
membership reports of particular industry participants, and acquisition
activity. There can be no assurances regarding the level or stability of United
HealthCare's share price at any time or of the impact of these or any other
factors on the share price.
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SELLING SHAREHOLDERS
The following table sets forth certain information 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>
Reden & Anders Data Systems
Limited Partnership 131,040 131,040 0
Jonathan C. Javitt 99,664 99,664 0
Lisa Kolker Max 13,634 13,634 0
Michael Shulman 2,070 2,070 0
Graham, Hamilton & Company, Inc. 1,873 1,873 0
David & Susan Greenberg (as joint tenants) 1,189 1,189 0
Peter Bruck 1,189 1,189 0
Dr. Richard Gerber 1,189 1,189 0
Greenspring Fund 804 804 0
James H. S. Cooper, Esq. 727 727 0
Lee Kolker Crippen & Danny L. Crippen
(as joint tenants) 594 594 0
Drs. Travers, Lazarus, Levitt & Burke
Employee Benefit Trust 594 594 0
Irvin Kolker 594 594 0
Robert D. Lerner 594 594 0
Robert Knoll 594 594 0
Mel Katten 594 594 0
Dr. William B. Wolf, III 594 594 0
Nick Ryan 594 594 0
Dr. Allen Cohen 594 594 0
Franky Myers, AVP Trust Services,
Chevy Chase FSB c/f IRA Susan Segal 527 527 0
Steven Smith 504 504 0
Dr. Allan M. Lazarus & Judith E.
Sprei (as joint tenants) 479 479 0
Dr. Ann B. Burke 359 359 0
Dr. Kenneth Travers 359 359 0
John F. Dini & Leila A. Dini (as joint tenants) 299 299 0
Frances Kolker 299 299 0
Dr. Robert H. Levitt 268 268 0
Mara K. Gandal Trust
Larry N. Gandal, Esq., Trustee 150 150 0
Michael J. Gandal Trust
Larry N. Gandal, Esq., Trustee 150 150 0
Lisa Guyer 90 90 0
Geoffrey T. Galbraith 90 90 0
Allison Loughlin 90 90 0
Sara Mettrick 90 90 0
Daniel Javitt 90 90 0
Fang Wang 90 90 0
Qin Wang 90 90 0
</TABLE>
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<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>
Gail Javitt 90 90 0
Joel Javitt 90 90 0
Peter J. McDonnell 90 90 0
John Costello 13 13 0
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</TABLE>
(1) Assumes the sale of all Shares covered by this Prospectus.
PLAN OF DISTRIBUTION
The Shares will be offered and sold by the Selling Shareholders for their
own accounts. United HealthCare will not receive any proceeds from the sale of
the Shares pursuant to this Prospectus. United HealthCare is registering the
Shares pursuant to its obligations under a registration rights agreement, but
the registration of the Shares does not necessarily mean that any of the Shares
will be offered or sold by the Selling Shareholders. United HealthCare has
agreed to pay the expenses of registration of the Shares, including legal and
accounting fees.
The Selling Shareholders, or their pledgees, donees, transferees or other
successors in interest, may offer and sell the Shares from time to time in
transactions on the New York Stock Exchange or other exchanges on which the
Common Stock is then traded or in the over-the-counter market, 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 HealthCare is not aware of any agreement,
arrangement or understanding between any broker or dealer and the Selling
Shareholders. In addition, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus.
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.
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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
HealthCare Corporation 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
HealthCare Corporation for the quarters ended March 31, 1997, June 30, 1997 and
September 30, 1997 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
HealthCare by the General Counsel of United HealthCare.
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