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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 20, 1998
UNITED HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 1-10864 41-1321939
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
300 Opus Center, 9900 Bren Road East, Minnetonka, Minnesota 55343
(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 936-1300
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On November 20, 1998, United HealthCare Corporation issued a press
release pursuant to Securities and Exchange Commission Rule 135c announcing
that on November 19, 1998 it had priced its private placement of $650 million in
principal amount of senior unsecured notes offered pursuant to Rule 144A and
other registration exemptions under the Securities Act of 1933, as amended. The
press release is filed as an exhibit to this Current Report on Form 8-K and its
contents are incorporated herein by reference.
Item 7. Exhibits
99.1 Press Release, "United HealthCare Prices $650 Million of Senior
Notes," dated November 20, 1998, issued by United HealthCare
Corporation.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
UNITED HEALTHCARE CORPORATION
By: /s/ David J. Lubben
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Name: David J. Lubben
Title: General Counsel and Secretary
Date: December 1, 1998
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EXHIBIT INDEX
Exhibit
Number
- -------
99.1 Press Release, "United HealthCare Prices $650 Million of
Senior Notes," dated November 20, 1998, issued by United
HealthCare Corporation.
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News Release
[United HealthCare Logo]
9900 Bren Road East
P.O. Box 1459
Minneapolis, MN 55440-1459
Tel 612 936-1300
Contacts: Bernie McDonagh
Vice President, Investor Relations
(612) 936-7214
Susan Busch
Director, Media and Public Relations
(612) 936-1932
(For Immediate Release)
UNITED HEALTHCARE PRICES $650 MILLION OF SENIOR NOTES
MINNEAPOLIS (November 20, 1998) - United HealthCare Corporation (NYSE: UNH)
today announced that on November 19, 1998 it priced an aggregate of $650 million
of unsecured senior notes in a Rule 144A private offering. The placement
consists of $400 million unsecured senior notes due December 1, 1999 with a
coupon of 5.65 percent, priced at par, and $250 million unsecured senior notes
due December 1, 2003 with a coupon of 6.60 percent, priced at 99.771 percent to
yield 6.654 percent. The transaction is expected to close November 24, 1998.
The company intends to call for redemption of all 500,000 outstanding shares of
its 5.75 percent Series A Convertible Preferred stock, liquidation preference
$1,000 per share (the "Preferred Stock"), before the end of 1998. The redemption
price per share of Preferred Stock, if redeemed during the 12-month period
beginning October 1, 1998, is $1,040.25 plus accumulated and unpaid dividends.
If the holders of Preferred Stock do not elect to convert the Preferred Stock
into company common stock prior to the redemption date, the company expects to
use the proceeds from the offering made hereby to pay the redemption price. If
the holders do elect to convert the Preferred Stock into common stock, the
company may use the proceeds from the offering made hereby to repurchase such
common stock from such holders, to make
(more)
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open-market repurchases of common stock, or for the other general corporate
purposes set forth above. The Preferred Stock is convertible into common stock
at a price equivalent to $49.477 share of common stock. The closing sale price
of the common stock on the New York Stock Exchange on November 19, 1998 was
$48.5625 per share.
The senior notes have not been registered under the Securities Act of 1933 and
may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. The company intends to file
a registration statement under the Securities Act of 1933 under which the senior
notes due December 1, 2003 will be eligible for exchange into registered notes
with substantially identical terms. Any such exchange will be made only by means
of a prospectus.
United HealthCare Corporation (www.unitedhealthcare.com) provides a broad
spectrum of resources and services to help people achieve improved health and
well-being through all stages of life. United HealthCare is organized into six
businesses: Health Care Services, Retiree and Senior Services, Strategic
Business Services, Insurance Services, Specialized Care Services and Knowledge
and Information Services.
This announcement is neither an offer to sell nor a solicitation of an offer to
buy the senior notes. This announcement contains information about pending
transactions and there can be no assurance that these transactions will be
completed.
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