<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 22, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
UNITED HEALTHCARE MINNESOTA 41-1321939
CORPORATION DELAWARE APPLIED FOR
UHC CAPITAL I DELAWARE APPLIED FOR
UHC CAPITAL II DELAWARE APPLIED FOR
UHC CAPITAL III DELAWARE APPLIED FOR
UHC CAPITAL IV (STATE OR OTHER (I.R.S. EMPLOYER
(EXACT NAME OF JURISDICTION IDENTIFICATION CODE)
REGISTRANT OR INCORPORATION OR
AS SPECIFIED IN ITS ORGANIZATION)
CHARTER)
300 OPUS CENTER DAVID J. LUBBEN, ESQ.
9900 BREN ROAD EAST 300 OPUS CENTER
MINNETONKA, MINNESOTA 55343 9900 BREN ROAD EAST
(612) 936-1300 MINNETONKA, MINNESOTA 55343
(ADDRESS, INCLUDING ZIP CODE, AND (612) 936-1300
TELEPHONE NUMBER, (NAME, ADDRESS AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S INCLUDING AREA CODE, OF AGENT FOR
PRINCIPAL EXECUTIVE OFFICES) SERVICE)
COPY TO:
PATRICK F. COURTEMANCHE, ESQ.
DORSEY & WHITNEY LLP
PILLSBURY CENTER SOUTH
220 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55402-4302
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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 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
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT (1) PRICE (1)(2) FEE
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<S> <C> <C> <C> <C>
Senior Debt Securities,
Subordinated Debt
Securities and Junior
Subordinated Debt
Securities
(collectively, "Debt
Securities") of United
HealthCare Corporation
(3)(4), Preferred
Stock (5), Depositary
Shares (5), Common
Stock (5)(6),
Securities Warrants
(7), Preferred
Securities of UHC
Capital I, II, III and
IV (severally
"Preferred
Securities") and
Guarantees of
Preferred Securities
of UHC Capital I, II,
III and IV by United
HealthCare Corporation
(8) (the "Guarantees,"
and together with the
Debt Securities,
Preferred Stock,
Depositary Shares,
Common Stock,
Securities Warrants
and Preferred
Securities, the
"Securities")......... $1,050,000,000 100% $1,050,000,000(3) $291,900(9)
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</TABLE>
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(Footnotes continued on next page)
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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 THEREAFTER 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.
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<PAGE>
(1) Not specified as to each class of securities to be registered pursuant to
General Instruction II.D of Form S-3. Securities registered hereby may be
offered for U.S. dollars or the equivalent thereof in foreign currencies,
currency units or composite currencies. Securities registered hereby may
be sold separately or together with other securities registered hereby.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(o).
(3) In the case of Debt Securities issued at an original issue discount, such
greater principal amount as shall result in an aggregate offering price of
the amount set forth above or, in the case of Debt Securities denominated
in a currency other than U.S. dollars or in a composite currency, such
U.S. dollar amount as shall result from converting the aggregate public
offering price of such Debt Securities in U.S. dollars at the spot
exchange rate in effect on the date such Debt Securities are initially
offered to the public.
(4) The Debt Securities to be offered hereunder will consist of one or more
series of Senior Debt Securities, Subordinated Debt Securities or Junior
Subordinated Debt Securities, or any thereof, as more fully described
herein.
(5) Such indeterminate number of shares of Preferred Stock, Depositary Shares
and Common Stock, as may be issued from time to time at indeterminate
prices.
(6) The aggregate amount of Common Stock registered hereunder is limited,
solely for purposes of any at-the-market offerings, to that which is
permissible under Rule 415(a)(4) of the Securities Act of 1933, as
amended.
(7) Securities Warrants will represent rights to purchase Senior Debt
Securities, Subordinated Debt Securities, Preferred Stock, Depositary
Shares or Common Stock registered hereby. Because the Securities Warrants
will provide a right only to purchase the Senior Debt Securities,
Subordinated Debt Securities, Preferred Stock, Depositary Shares and
Common Stock offered hereunder, no additional registration fee is
required.
(8) In addition to the Guarantees and the Junior Subordinated Debt Securities,
United HealthCare Corporation is also registering under this Registration
Statement certain other back-up obligations of United HealthCare
Corporation. Such back-up obligations include its obligations under the
Junior Subordinated Indenture (as defined) and under the relevant Trust
Agreement (as defined) of each of UHC Capital I, II, III and IV (the
"Trusts") pursuant to which United HealthCare Corporation will agree,
among other things, to pay all debts and obligations (other than with
respect to the Preferred Securities and the Common Securities) of the
relevant Trust, and all costs or expenses of the relevant Trust, including
all fees, expenses and taxes of such Trust. No separate consideration will
be received by United HealthCare Corporation for the Guarantees or such
other back-up obligations. See "Relationship Among the Preferred
Securities, the Corresponding Junior Subordinated Debt Securities and the
Guarantees" in the Prospectus included herein.
(9) The amount of Securities being carried forward from Registration Statement
No. 333-44569 pursuant to Rule 429 is $200 million, and United HealthCare
Corporation previously paid a filing fee with respect to such Securities
of $59,000 (calculated at the rate in effect at the time such Registration
Statement was filed).
Pursuant to Rule 429, the Prospectus contained in this Registration
Statement, which is a new registration statement, also constitutes Post-
Effective Amendment No. 1 to Registration Statement No. 333-44569 of United
HealthCare Corporation (the "Prior Registration Statement"). The amount of
Securities eligible to be sold under the Prior Registration Statement ($200
million as of October 22, 1998) shall be carried forward to this Registration
Statement. Such Post-Effective Amendment No. 1 shall hereafter become
effective concurrently with the effectiveness of this Registration Statement
in accordance with Section 8(a) of the Securities Act of 1933. The amount of
the filing fee associated with such Securities that was previously paid with
the Prior Registration Statement is $59,000.
<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER 22, 1998.
PROSPECTUS
UNITED HEALTHCARE CORPORATION
300 OPUS CENTER
9900 BREN ROAD EAST
MINNETONKA, MINNESOTA 55343
(612) 936-1300
$1,250,000,000
UNITED HEALTHCARE CORPORATION
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
DEPOSITARY SHARES
SECURITIES WARRANTS
UHC CAPITAL I
UHC CAPITAL II
UHC CAPITAL III
UHC CAPITAL IV
PREFERRED SECURITIES
FULLY AND UNCONDITIONALLY GUARANTEED, AS DESCRIBED IN THIS PROSPECTUS, BY
UNITED HEALTHCARE CORPORATION
----------------
We will provide the specific terms of these securities in supplements to this
Prospectus.
You should read this Prospectus and the applicable Prospectus Supplement
carefully before you invest.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is , 1998
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
ABOUT THIS PROSPECTUS
This Prospectus is part of a registration statement that United HealthCare
Corporation ("United HealthCare") and UHC Capital I, UHC Capital II, UHC
Capital III and UHC Capital IV (the "Trusts") filed with the Securities and
Exchange Commission using a "shelf" registration process. Under this shelf
process, United HealthCare may sell:
. debt securities;
. its preferred stock ("Preferred Stock");
. its common stock ("Common Stock");
. Depositary Shares (as defined under "DESCRIPTION OF DEPOSITARY SHARES"); and
. Securities Warrants (as defined under "DESCRIPTION OF SECURITIES WARRANTS")
and the Trusts may sell:
. preferred securities (representing undivided beneficial interests in the
Trusts) to the public ("Preferred Securities"); and
. common securities to United HealthCare ("Common Securities") in one or more
offerings.
The Trusts will use the proceeds from sales of securities to buy series of
junior subordinated debt securities from United HealthCare with terms that
correspond to the Preferred Securities.
In the event that a Trust sells Preferred Securities under this Prospectus and
uses the proceeds from such sale to buy junior subordinated debt securities
from United HealthCare, United HealthCare:
. will pay principal and interest on the junior subordinated debt securities,
subject to the payment of its more senior debt;
. may choose to distribute the junior subordinated debt securities pro-rata to
the holders of the related Preferred Securities and Common Securities if it
terminates a Trust; and
. will fully and unconditionally guarantee the preferred securities based on:
. its obligations to make payments on the junior subordinated debt
securities;
. its obligations under the guarantees (its payment obligations are subject
to payment on all of its general liabilities); and
. its obligations under the applicable Trust Agreements.
This Prospectus provides you with a general description of the securities. Each
time we sell securities, we will provide a Prospectus Supplement that will
contain specific information about the terms of that offering. The Prospectus
Supplement may also add, update or change information contained in this
Prospectus. You should read this Prospectus and the applicable Prospectus
Supplement together with the additional information described under the heading
"WHERE YOU CAN FIND MORE INFORMATION."
The registration statement that contains this Prospectus (including the
exhibits to the registration statement) contains additional information about
United HealthCare and the Trusts and the securities offered under this
Prospectus. That registration statement can be read at the Securities and
Exchange Commission ("SEC") web site or at the SEC offices mentioned under the
heading "WHERE YOU CAN FIND MORE INFORMATION."
WHERE YOU CAN FIND MORE INFORMATION
United HealthCare files annual, quarterly and special reports, proxy statements
and other
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<PAGE>
information with the SEC. You may read and copy any document United HealthCare
files at the SEC's public reference rooms in Washington, D.C., New York, New
York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. United HealthCare's SEC filings are
also available to the public from the SEC's web site at http://www.sec.gov.
United HealthCare's SEC filings are also available at the offices of the New
York Stock Exchange. For further information on obtaining copies of United
HealthCare's public filings at the New York Stock Exchange, you should call 1-
212- 656-5060.
The SEC allows United HealthCare to "incorporate by reference" the information
United HealthCare files with it, which means that United HealthCare can
disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
Prospectus, and later information that United HealthCare files with the SEC
will automatically update this Prospectus. United HealthCare incorporates by
reference the following documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), until United HealthCare or
any underwriters sell all of the securities:
. Annual Report on Form 10-K for the year ended December 31, 1997;
. Quarterly Reports on Form 10-Q for quarters ended March 31 and June 30,
1998;
. Current Reports on Form 8-K filed on May 29 and June 16, 1998; and
. The description of United HealthCare's 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
after the date of this Prospectus and prior to the termination of this
offering.
You may request a copy of these filings at no cost, by writing to or
telephoning United HealthCare at the following address:
United HealthCare Corporation
300 Opus Center
9900 Bren Road East
Minnetonka, Minnesota 55343
Attn: Investor Relations
(612) 936-1300
You should rely only on the information incorporated by reference or provided
in this Prospectus or any Prospectus Supplement. United HealthCare has not
authorized anyone else to provide you with different information. United
HealthCare is not making an offer of these securities in any state where the
offer is not permitted. You should not assume that the information in this
Prospectus or any Prospectus Supplement is accurate as of any date other than
the date on the front of those documents.
UNITED HEALTHCARE CORPORATION
United HealthCare is a national leader offering health care coverage and
related services to help people achieve improved health and well-being through
all stages of life. United HealthCare operates in all 50 states, the District
of Columbia, Puerto Rico and internationally. United HealthCare's products and
services reflect a number of core capabilities, including medical information
management, health benefit administration, care coordination, risk assessment
and pricing, health benefit design and provider contracting. With these
capabilities, United HealthCare is able to provide comprehensive health care
management services through organized health systems and insurance products,
including health
3
<PAGE>
maintenance organizations, point-of-service plans, preferred provider
organizations and managed indemnity programs. United HealthCare also offers
specialized health care management services and products such as behavioral
health services, workers compensation and disability services, utilization
review services, specialized provider networks, employee assistance programs,
and knowledge and information services.
THE TRUSTS
United HealthCare created Delaware business trusts pursuant to separate Trust
Agreements executed by United HealthCare, as depositor, for each Trust and five
appointed Trustees and the filing of a certificate of trust with the Delaware
Secretary of State for each Trust. United HealthCare will file amended and
restated trust agreements for each Trust ("Trust Agreements"), in the form
filed as an exhibit to the Registration Statement, which will state the terms
and conditions for each Trust to issue and sell its Preferred Securities and
Common Securities.
The Trusts exist solely to:
. issue and sell Preferred Securities and Common Securities;
. use the proceeds from the sale of the Preferred Securities and Common
Securities to purchase corresponding series of United HealthCare's junior
subordinated debt securities ("Corresponding Junior Subordinated Debt
Securities");
. maintain their status as grantor trusts for federal income tax purposes; and
. engage in other activities that are necessary or incidental to these
purposes.
United HealthCare will purchase all of the Common Securities of each Trust. The
Common Securities will represent an aggregate liquidation amount equal to at
least 3% of each Trust's total capitalization. The Preferred Securities will
represent the remaining 97% of each Trust's total capitalization. The Common
Securities will have terms substantially identical to, and generally will rank
equal in priority of payment with, the Preferred Securities. If United
HealthCare defaults on the Corresponding Junior Subordinated Debt Securities,
then distributions on the Common Securities will be subordinate to the
Preferred Securities in priority of payment.
For each Trust, United HealthCare has appointed five Trustees (collectively,
"Junior Subordinated Trustees") to conduct such Trust's business and affairs:
. The Bank of New York ("Property Trustee");
. The Bank of New York (Delaware) ("Delaware Trustee"); and
. Three United HealthCare Officers ("Administrative Trustees").
As holder of the Common Securities, United HealthCare can replace or remove any
of the Trustees. However, if an event of default occurs and is continuing under
the Trust Agreements, only the holders of a majority in aggregate liquidation
amount of the Preferred Securities may replace or remove the Property Trustee
and the Delaware Trustee. Only United HealthCare can replace or remove the
Administrative Trustees.
United HealthCare pays all fees and expenses related to the Trusts and the
offering of the Preferred Securities and will pay all ongoing fees and expenses
of the Trusts, except the Trusts' obligations under the Preferred Securities
and Common Securities.
The Trusts have no separate financial statements. The statements would not be
material to holders of the Preferred Securities
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because the Trusts have no independent operations. Each Trust exists solely for
the reasons summarized above. The Preferred Securities will be fully and
unconditionally guaranteed by United HealthCare as described under "DESCRIPTION
OF THE GUARANTEES."
The principal executive offices of each Trust is c/o United HealthCare
Corporation, 300 Opus Center, 9900 Bren Road East, Minnetonka, Minnesota 55343
and the telephone number is (612) 936-1300.
USE OF PROCEEDS
Unless the applicable Prospectus Supplement states otherwise, the net proceeds
from the sale of the securities offered by United HealthCare will be added to
United HealthCare's general funds and may be used to:
. meet United HealthCare's working capital requirements;
. redeem or repurchase outstanding securities;
. refinance debt; and/or
. finance acquisitions.
If United HealthCare does not use the net proceeds immediately, it will
temporarily invest them in short-term, interest-bearing obligations. Each Trust
will use all proceeds received from the sale of its securities to purchase
junior subordinated debt securities of United HealthCare.
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RATIO OF EARNINGS TO FIXED CHARGES AND TO FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS
The Ratio of Earnings to Fixed Charges and of Earnings to Fixed Charges and
Preferred Stock Dividends for each of the periods indicated is as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1997 1996 1995 1994 1993
----- ---- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges............... 10.75 8.58 11.53 17.78 13.90
===== ==== ===== ===== =====
Ratio of Earnings to Fixed Charges and Preferred
Stock Dividends................................. 6.65 5.38 9.10 17.78 13.90
===== ==== ===== ===== =====
</TABLE>
For purposes of computing these ratios, earnings represent income from
continuing operations before extraordinary items. Fixed charges represent
interest expense, including amounts capitalized plus the interest factor in
rental expense. For purposes of calculating the ratios of earnings to fixed
charges and preferred stock dividends, fixed charges would then be combined
with preferred stock dividend requirements, adjusted to a pretax basis, on the
outstanding preferred stock of United HealthCare.
Earnings were insufficient to cover fixed charges by $470 million for the six
months ended June 30, 1998. Excluding the realignment charge of $725 million
taken by United HealthCare in the second quarter of 1998, the pro forma ratio
of earnings to fixed charges would have been 7.21. Earnings were insufficient
to cover fixed charges and preferred stock dividends by $493 million for the
six months ended June 30, 1998. Excluding the realignment charge of $725
million taken by United HealthCare in the second quarter of 1998, the pro forma
ratio of earnings to fixed charges and preferred stock dividends would have
been 4.59.
For current information on these ratios, please see United HealthCare's most
recent Form 10-K and 10-Q. See "WHERE YOU CAN FIND MORE INFORMATION."
DESCRIPTION OF SECURITIES
This Prospectus contains a summary of the senior debt securities ("Senior Debt
Securities"), the subordinated debt securities ("Subordinated Debt
Securities"), the junior subordinated debt securities issued to the Trusts (the
"Junior Subordinated Debt Securities") (collectively, "Debt Securities"), the
Preferred Stock, the Common Stock, the Depositary Shares, the Securities
Warrants, the Preferred Securities and the Guarantee. Because these are
summaries they do not contain all of the information that may be important to
you. You should read (1) the senior indenture between United HealthCare and The
Bank of New York, as trustee ("Senior Trustee"), related to the issuance of the
Senior Debt Securities ("Senior Indenture"), (2) the subordinated indenture
between United HealthCare and the Bank of New York, as trustee ("Subordinated
Trustee"), related to the issuance of the Subordinated Debt Securities
("Subordinated Indenture"), (3) the junior subordinated indenture between
United HealthCare and The Bank of New York, as trustee ("Junior Subordinated
Trustee"), related to the issuance of the Junior Subordinated Debt Securities
("Junior Subordinated Indenture"), (4) the Certificate of Designations,
Performances and Rights of Preferred Stock, (5) the Deposit Agreement (as
defined herein), (6) the Common Stock Warrant Agreement, the Preferred Stock
Warrant Agreement and the Debt Securities Warrant Agreement (in each case as
defined herein, and collectively, the "Securities Warrant Agreements"), (7) the
Trust Agreement, (8) the guarantee of the Preferred Securities by United
HealthCare ("Guarantee"), and (9) the applicable
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Prospectus Supplement for the material terms and conditions of each security.
Forms of the documents listed in (1) through (8) are filed as exhibits to the
registration statement, which includes this Prospectus.
DESCRIPTION OF DEBT SECURITIES
DESCRIPTION OF SENIOR DEBT SECURITIES
This section describes the general terms and provisions of the Senior Debt
Securities that may be offered by this Prospectus. The Prospectus Supplement
will describe the specific terms of the series of the Senior Debt Securities
offered under that Prospectus Supplement and any general terms outlined in this
section that will not apply to those Senior Debt Securities.
The Senior Debt Securities will be issued under the Senior Indenture. The
Senior Indenture will be qualified under the Trust Indenture Act of 1939, as
amended ("Trust Indenture Act"). The form of the Senior Indenture has been
filed as an exhibit to the registration statement.
This section summarizes certain terms and provisions of the Senior Indenture.
The summary is not complete. You should read the form of Senior Indenture for
additional information before you buy any Senior Debt Securities. Capitalized
terms used but not defined under "DESCRIPTION OF DEBT SECURITIES--Description
of Senior Debt Securities" have the meanings specified in the Senior Indenture.
GENERAL
The Senior Debt Securities may be issued from time to time in one or more
series. Senior Debt Securities issued under the Senior Indenture will be issued
as part of a series that United HealthCare has established pursuant to the
Senior Indenture. The amount of Senior Debt Securities offered by this
Prospectus will be limited to the amount of securities set forth on the cover
of this Prospectus that United HealthCare has not already issued or reserved
for issuance. The Senior Indenture will not limit the aggregate principal
amount of Senior Debt Securities which United HealthCare may issue under the
Senior Indenture.
The Senior Debt Securities will be unsecured and will rank equally with other
unsecured, unsubordinated indebtedness of United HealthCare.
Unless the applicable Prospectus Supplement indicates otherwise, the Senior
Debt Securities will be issued only in registered form, without coupons, in
denominations of $1,000 each or multiples of $1,000.
Senior Debt Securities may be issued in the form of one or more global
securities, as described below under "Global Senior Debt Securities."
There will be no service charge for any registration of transfer or exchange of
the Senior Debt Securities, but United HealthCare may require you to pay any
tax or other governmental charge payable in connection with a transfer or
exchange of the Senior Debt Securities.
Senior Debt Securities may be issued as original issue discount securities to
be sold at a substantial discount below their principal amount. If a Senior
Debt Security is an original issue discount security, that means that an amount
less than the principal amount of the Senior Debt Security will be due and
payable upon a declaration of acceleration of the maturity of the Senior Debt
Security pursuant to the Senior Indenture. The applicable Prospectus Supplement
will describe the federal income tax consequences and other special factors
which should be considered prior to purchasing any original issue discount
securities.
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<PAGE>
United HealthCare will designate a place of payment where you can receive
payment of the principal of and any premium and interest on the Senior Debt
Securities or transfer the Senior Debt Securities. Unless otherwise set forth
in the applicable Prospectus Supplement, United HealthCare will pay interest on
the Senior Debt Securities to the person listed as the owner of the Senior Debt
Securities in the Security Register at the close of business on the regular
record date for the applicable interest payment date. Defaulted interest,
however, may be paid to holders as of special record dates established in the
manner set forth in the Senior Indenture.
A Prospectus Supplement relating to a series of Senior Debt Securities being
offered will include specific terms relating to the offering. These terms will
include some or all of the following:
. the title and type of the Senior Debt Securities;
. any limit on the total principal amount of the Senior Debt Securities;
. the person to whom any interest on the Senior Debt Securities will be
payable, if other than the person in whose name they are registered on the
regular record date for such interest;
. the date or dates on which the principal of and premium, if any, on the
Senior Debt Securities will be payable;
. the interest rate on the Senior Debt Securities; the date from which interest
will accrue; the record and interest payment dates on the Senior Debt
Securities; any circumstances under which United HealthCare may defer
interest payments; and the basis for calculating interest if other than a
360-day year of twelve 30-day months;
. the place or places where the principal of and premium, if any, and interest
on the Senior Debt Securities will be payable and the Senior Debt Securities
may be surrendered for registration of transfer or exchange;
. any applicable redemption provisions that would permit United HealthCare to
elect redemption of the Senior Debt Securities prior to their final maturity;
. any sinking fund provisions that would obligate United HealthCare to redeem
the Senior Debt Securities prior to their final maturity;
. whether the Senior Debt Securities will be convertible into or exchangeable
for shares of Common Stock, and if so, the terms and conditions upon which
such Senior Debt Securities will be so convertible or exchangeable;
. the identity of each Security Registrar and Paying Agent, if other than or in
addition to the Senior Trustee;
. if the amount of principal of or any premium or interest on the Senior Debt
Securities may be determined by reference to an index or pursuant to a
formula, the manner in which such amounts shall be determined;
. the denominations in which the Senior Debt Securities will be issued;
. any changes to or additional events of default under the Senior Indenture or
covenants, and any change in the right of the Senior Trustee or the holders
to declare the principal of or any premium or interest on the Senior Debt
Securities due and payable;
. if less than the principal amount, the portion of the principal payable upon
acceleration of the Senior Debt Securities following an event of default;
. whether the Senior Debt Securities are to be issued in whole or in part in
the form of one or more global securities;
. whether the provisions described under the heading "Defeasance" below apply
to the Senior Debt Securities;
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<PAGE>
. the name and address of the Senior Trustee with respect to the Senior Debt
Securities; and
. any other terms of the Senior Debt Securities.
REDEMPTION
The Prospectus Supplement relating to any offered Senior Debt Securities will
specify the provisions, if any, for redemption of such Senior Debt Securities
at the option of United HealthCare.
Except as set forth in the Prospectus Supplement with respect to any offered
Senior Debt Securities, United HealthCare is not required to make mandatory
redemption or sinking fund payments with respect to the Senior Debt Securities.
The Prospectus Supplement relating to any offered Senior Debt Securities will
specify the provisions, if any, regarding sinking fund provisions related to
such Senior Debt Securities. The Senior Indenture provides that United
HealthCare may deliver outstanding Senior Debt Securities of like tenor of a
series (other than any previously called for redemption) and may apply as a
credit Senior Debt Securities of like tenor of a series which have been
redeemed either at the election of United HealthCare pursuant to the terms of
such Senior Debt Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Senior Debt Securities, in
each case in satisfaction of all or any part of any sinking fund payment with
respect to the Senior Debt Securities of like tenor of such series required to
be made pursuant to the terms of such Senior Debt Securities as provided for by
the terms of such series.
The Senior Indenture provides that, if less than all of the Senior Debt
Securities of any series are to be redeemed at any time, selection of Senior
Debt Securities for redemption will be made by the Senior Trustee on a pro rata
basis (and in such manner as complies with applicable legal and stock exchange
requirements, if any), or by such other method as the Senior Trustee shall deem
fair and appropriate. Portions of the Senior Debt Securities selected for
redemption shall be in amounts of $1,000 or in multiples of $1,000, except that
if all of the Senior Debt Securities of a holder are to be redeemed, the entire
outstanding amount shall be redeemed.
Notices of redemption shall be mailed by first class mail at least 30 but not
more than 60 days before the redemption date to each holder of Senior Debt
Securities to be redeemed at its registered address. If any Senior Debt
Security is to be redeemed in part only, the notice of redemption that relates
to such Senior Debt Security shall state the portion of the principal amount of
such Senior Debt Security to be redeemed. A new Senior Debt Security of like
tenor and series in principal amount equal to the unredeemed portion of the
original Senior Debt Security, if any, will be issued in the name of the holder
of the new Senior Debt Security upon cancellation of the original Senior Debt
Security.
On and after the redemption date, interest will no longer accrue on Senior Debt
Securities or portions of them called for redemption unless United HealthCare
defaults in the payment of the redemption price and accrued interest.
REPURCHASE AT THE OPTION OF HOLDERS
Unless otherwise set forth in the Prospectus Supplement with respect to any
offered Senior Debt Securities, the Senior Indenture does not contain
provisions that require United HealthCare to repurchase Senior Debt Securities
at the option of the holders of such Senior Debt Securities.
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The Senior Indenture provides that, if repurchase rights are provided for in a
Prospectus Supplement and amounts deposited in connection with all such
repurchase rights are insufficient to pay the repurchase price of all Senior
Debt Securities of the applicable series having such repurchase rights, the
Senior Trustee shall select Senior Debt Securities to be repurchased on a pro
rata basis among all holders of such series of Senior Debt Securities having
such repurchase rights and exercising the option to elect repurchase (and in
such manner as complies with any applicable legal and stock exchange
requirements).
CONVERSION AND EXCHANGE
If any offered Senior Debt Securities are convertible into Common Stock at the
option of the holders or exchangeable for Common Stock at the option of United
HealthCare, the Prospectus Supplement relating to such Senior Debt Securities
will include the terms and conditions governing such conversions and exchanges.
CERTAIN DEFINITIONS
Set forth below are certain defined terms used in the Senior Indenture. Please
refer to the Senior Indenture for full definitions of all such terms.
"Capital Stock" means (1) in the case of a corporation, corporate stock
including, without limitation, common stock and preferred stock, (2) in the
case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock, (3) in the case of a partnership, partnership interests (whether general
or limited) and (4) any other interest or participation that confers on a
person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing person.
"Consolidated Net Worth" means, with respect to any person as of any date, the
sum of (1) the consolidated equity of the common shareholders of such person
and its consolidated Subsidiaries as of such date plus (2) the respective
amounts reported on such person's balance sheet as of such date with respect to
any series of preferred stock (other than Disqualified Stock) that by its terms
is not entitled to the payment of dividends unless such dividends may be
declared and paid only out of net earnings in respect of the year of such
declaration and payment, but only to the extent of any cash received by such
person upon issuance of such preferred stock, less (a) all write-ups (other
than write-ups resulting from foreign currency translations and write-ups of
tangible assets of a going concern business made within 12 months after the
acquisition of such business) subsequent to the date of the Senior Indenture in
the book value of any asset owned by such person or a consolidated Subsidiary
of such person, and (b) all unamortized debt discount and expense and
unamortized deferred charges as of such date, all of the foregoing determined
in accordance with GAAP.
"Default" means any event that is or with the passage of time or the giving of
notice or both would be an event of default under the Senior Indenture.
"Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable
at the option of the holder of such Capital Stock, in whole or in part, on or
prior to the date that is 91 days after the date on which the applicable Senior
Debt Securities mature.
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"GAAP" means generally accepted accounting principles set forth in the opinions
and pronouncements of the Accounting Principles Board of the American Institute
of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or in such other statements by such other
entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.
"Indebtedness" means indebtedness for money borrowed.
"Lien" means any mortgage, pledge, lien, encumbrance, charge or security
interest of any kind.
"Principal Property" means the land, land improvements, buildings and fixtures
(to the extent they constitute real property interests) (including any
leasehold interest therein) constituting United HealthCare's principal
corporate office or any other discrete facility of United HealthCare and its
Subsidiaries (whether owned at the date of initial issuance of the applicable
Senior Debt Securities or thereafter acquired), provided in each case that such
facility:
. is owned by United HealthCare or any Subsidiary;
. is located within any of the present 50 states of the United States of
America or the District of Columbia;
. has not been determined in good faith by United HealthCare's Board of
Directors not to be of material importance to the business conducted by
United HealthCare and its Subsidiaries taken as a whole; and
. has a book value as on the date as of which the determination is being made
in excess of 5% of the Consolidated Net Worth of United HealthCare as of the
most recent quarterly consolidated balance sheet of United HealthCare
prepared in accordance with GAAP.
"Restricted Subsidiary" means each Subsidiary as of the date of the Senior
Indenture and each Subsidiary thereafter created or acquired, unless expressly
excluded by resolution of the Board of Directors of United HealthCare before,
or within 120 days following, such creation or acquisition.
"Subsidiary" means, with respect to any person, (1) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
person or one or more of the other Subsidiaries of that person (or a
combination thereof) and (2) any partnership (a) the sole general partner or
the managing general partner of which is such person or a Subsidiary of such
person or (b) the only general partners of which are such person or of one or
more Subsidiaries of such person (or any combination thereof), with certain
exceptions.
CERTAIN COVENANTS
LIMITATION ON LIENS. Unless the applicable Prospectus Supplement indicates
otherwise and except as otherwise indicated below, the Senior Indenture for any
Senior Debt Securities will provide that United HealthCare will not, and will
not permit any Restricted Subsidiary to, create, assume, incur or suffer to
exist:
. any Lien upon any stock or indebtedness of any Restricted Subsidiary, whether
owned on the date of the Senior Indenture or thereafter acquired, to secure
any Indebtedness of United HealthCare or any other person (other than the
Senior Debt Securities); or
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. any Lien upon any Principal Property, whether owned or leased on the date of
the Senior Indenture, or thereafter acquired, to secure any Indebtedness of
United HealthCare or any other person (other than the Senior Debt
Securities),
without in any such case making effective provision to secure all the
outstanding Senior Debt Securities equally and ratably with such Indebtedness.
There will be excluded from the restriction referred to in the preceding
paragraph the following Liens ("Permitted Liens"):
. any Lien upon property, stock or indebtedness of an entity existing at the
time such entity becomes a Restricted Subsidiary;
. any Lien upon property, stock or indebtedness existing at the time of the
acquisition thereof by United HealthCare or a Restricted Subsidiary (whether
directly or by merger, consolidation or otherwise) or granted to secure
payment of any part of the purchase price thereof or granted to secure any
Indebtedness incurred to finance the purchase thereof (provided that such
Indebtedness is incurred before, concurrently with or within 270 days after
the completion of such purchase);
. any Lien upon property to secure any part of the cost of development,
construction, alteration, repair or improvement of such property or granted
to secure Indebtedness incurred to finance such cost (provided that such
Indebtedness is incurred before, concurrently with or within 270 days after
the completion of such development, construction, alteration, repair or
improvement);
. any Lien securing Indebtedness of a Restricted Subsidiary owing to United
HealthCare or to another Restricted Subsidiary;
. any Lien existing on the date of initial issuance of the applicable Senior
Debt Securities;
. any Lien on property of United HealthCare or a Restricted Subsidiary in favor
of the United States of America or any State or political subdivision
thereof, or in favor of any other country or any political subdivision
thereof, to secure payment pursuant to any contract or statute, rule or
regulation; and
. any extension, renewal or replacement, in whole or in part, of any Lien
referred to in the foregoing six bullet points; provided, however, that the
principal amount of Indebtedness secured thereby shall not exceed the
principal amount of Indebtedness so secured at the time of such extension,
renewal or replacement; and provided, further, that such Lien shall be
limited to all or part of the property which was subject to the Lien so
extended, renewed or replaced.
Notwithstanding the two preceding paragraphs, United HealthCare may, and may
permit any Restricted Subsidiary to, create, assume, incur or suffer to exist
any Lien upon any stock or indebtedness of any Restricted Subsidiary or upon
any Principal Property without equally and ratably securing the Senior Debt
Securities if the aggregate amount of all Indebtedness then outstanding secured
by such Lien and all similar Liens does not exceed 10% of the Consolidated Net
Worth of United HealthCare as of the most recent quarterly consolidated balance
sheet of United HealthCare prepared in accordance with GAAP; provided, that
Indebtedness secured by Permitted Liens shall not be included in the amount of
such secured Indebtedness.
MERGER, CONSOLIDATION, OR SALE OF ASSETS. The Senior Indenture provides that
United HealthCare may not merge with another company or sell or lease all of
its property to another company unless:
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. United HealthCare is the continuing corporation, or the successor corporation
is a domestic corporation and expressly assumes the payment of principal and
interest on the Senior Debt Securities and the performance and observance of
all the covenants and conditions of the Senior Indenture binding on United
HealthCare;
. immediately after such transaction, United HealthCare, or the successor
corporation, is not in default in the performance of a covenant or condition
in the Senior Indenture; and
. United HealthCare, or the successor corporation, will have Consolidated Net
Worth immediately after the transaction equal to or greater than the
Consolidated Net Worth of United HealthCare immediately preceding the
transaction.
REPORTS. The Senior Indenture provides that so long as any Senior Debt
Securities are outstanding, United HealthCare will file with the Senior Trustee
and furnish to the holders of Senior Debt Securities all current, quarterly and
annual reports on Forms 8-K, 10-Q and 10-K and all proxy statements that it
files with the SEC. If United HealthCare no longer is subject to Section 13 or
15(d) of the Exchange Act, it will not be obligated to provide these reports to
the trustee and holders.
ABSENCE OF CERTAIN COVENANTS. The Prospectus Supplement relating to any offered
Senior Debt Securities will specify any additional restrictive covenants
applicable to such Senior Debt Securities. The Senior Indenture does not
contain provisions permitting the holders of Senior Debt Securities to require
United HealthCare to repurchase or redeem such Senior Debt Securities in the
event of a takeover, recapitalization or similar restructuring, highly
leveraged transaction, or downgrading of United HealthCare's debt ratings.
EVENTS OF DEFAULT; REMEDIES
The Senior Indenture provides that each of the following constitutes an event
of default with respect to the Senior Debt Securities of any series issued
pursuant to the Senior Indenture:
. failure to pay interest on any Senior Debt Security of that series for 30
days after the payment is due;
. failure to pay the principal of or premium, if any, on any Senior Debt
Security of that series when due;
. failure to deposit any mandatory sinking fund payment, when due on Senior
Debt Securities of that series;
. failure to comply with the provisions described above under the heading
"Certain Covenants--Merger, Consolidation, or Sale of Assets;"
. failure by United HealthCare to comply with any of its other agreements in
the Senior Indenture or such Senior Debt Securities for 60 days after notice
from the Senior Trustee or holders of at least 25% of the principal amount of
the outstanding Senior Debt Securities of that series;
. certain events of bankruptcy or insolvency with respect to United HealthCare
or any of its Subsidiaries and
. any other event of default that may be specified for the Senior Debt
Securities of that series when that series is created.
If an event of default under the Senior Indenture occurs on outstanding Senior
Debt Securities of a particular series and continues, the Senior Trustee or
holders of at least 25% of that series' Senior Debt Securities may declare the
principal amount of all Senior Debt Securities in the series to be due and
payable immediately. Under certain circumstances, holders of a majority of the
Senior Debt Securities in the series may rescind that declaration.
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Notwithstanding the foregoing, in the case of an event of default arising from
certain events of bankruptcy or insolvency with respect to United HealthCare or
any of its Subsidiaries, all principal, premium, if any, and interest on
outstanding Senior Debt Securities will become due and payable without further
action or notice. The Senior Trustee may withhold from holders of the Senior
Debt Securities of any series notice of any continuing default or event of
default under the Senior Indenture (except a default or event of default in
payment on any Senior Debt Security of any series or in the payment of any
sinking fund installment with respect to such series) if it determines that
withholding notice is in their interest.
In the case of any event of default under the Senior Indenture with respect to
the Senior Debt Securities of any series occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of United HealthCare
or any of its Subsidiaries the primary purpose of which was avoiding payment of
the premium, if any, that United HealthCare would have had to pay with respect
to such series if United HealthCare then had elected to redeem such Senior Debt
Securities pursuant to the optional redemption provisions, if any, established
in accordance with the Senior Indenture, an equivalent premium shall also
become and be immediately due and payable if such Senior Debt Securities are
repaid.
The holders of not less than a majority in principal amount of the outstanding
Senior Debt Securities of any series by written notice to the Senior Trustee
may waive an existing default or event of default with respect to such Senior
Debt Securities and its consequences, except a continuing default or event of
default in the payment of the principal of, premium, if any, or interest on any
such Senior Debt Security held by a nonconsenting holder (other than a
rescission of acceleration of such Senior Debt Securities by the holders of at
least a majority in principal amount of such Senior Debt Securities and a
waiver of the payment default resulting from such acceleration). Upon any such
waiver, such default shall cease to exist, and any event of default with
respect to such Senior Debt Securities arising from such default shall be
deemed to have been cured; but no such waiver shall extend to any subsequent or
other default or impair any future right with respect to such default.
Holders of a majority in principal amount of the outstanding Senior Debt
Securities of any series may direct the time, method and place of conducting
any proceeding for any remedy available to, or exercising any trust or power
conferred on, the Senior Trustee with respect to such series. However, the
Senior Trustee may refuse to follow any direction that conflicts with law or
the Senior Indenture that the Senior Trustee determines may be unduly
prejudicial to the rights of other holders of such Senior Debt Securities or
that may involve the Senior Trustee in personal liability. The Senior Trustee
may take any other action which it deems proper which is not inconsistent with
any such direction.
A holder of any Senior Debt Security of any series will have the right to
institute any proceeding with respect to the Senior Indenture or for any remedy
only if:
. the holder gives written notice to the Senior Trustee of a continuing event
of default under the Senior Indenture with respect to that series;
. the holders of at least 25% in principal amount of the outstanding Senior
Debt Securities of such series make a written request to the Senior Trustee
to pursue the remedy;
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. such holder or holders offer, and if requested, provide the Senior Trustee
indemnity satisfactory to the Senior Trustee against any loss, liability or
expense;
. the Senior Trustee does not comply with the request within 60 days after
receiving the request and the offer and, if requested, the provision of
indemnity; and
. the Senior Trustee has not received directions inconsistent with such request
from the holders of a majority in principal amount of the outstanding Senior
Debt Securities of such series during such 60-day period.
The Senior Indenture also provides that a holder may not use the Senior
Indenture to prejudice the rights of another holder or to obtain a preference
or priority over another holder.
United HealthCare is required to deliver to the Senior Trustee an annual
certificate, signed by an officer, about any default by United HealthCare under
any provisions of the Senior Indenture.
CERTAIN PROVISIONS APPLICABLE TO SENIOR TRUSTEE
The Senior Indenture provides that prior to an event of default under the
Senior Indenture, the Senior Trustee is required to perform only the specific
duties stated in the Senior Indenture and, after an event of default under the
Senior Indenture, must exercise the same degree of care as a prudent individual
would exercise in the conduct of his or her own affairs. In the absence of bad
faith on its part, the Senior Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Senior Trustee and conforming to the
requirements of the Senior Indenture. However, the Senior Trustee is required
to examine such certificates and opinions to determine whether or not they
conform to the requirements of the Senior Indenture.
The Senior Indenture provides that the Senior Trustee with respect to a series
of Senior Debt Securities may resign at any time or may be removed by United
HealthCare or by the holders of a majority in principal amount of the
outstanding Senior Debt Securities of such series by notice delivered to the
Senior Trustee and United HealthCare. The Senior Indenture also provides that
the Senior Trustee must resign if it ceases to meet certain qualifications set
forth in the Senior Indenture. In the event of a Senior Trustee's resignation
or removal, United HealthCare or, if it fails to act, the holders of a majority
in principal amount of the outstanding Senior Debt Securities of the applicable
series, may appoint a successor Senior Trustee.
DEFEASANCE PROVISIONS
Under certain circumstances United HealthCare may be discharged from its
obligations on a series of Senior Debt Securities at any time before the stated
maturity if United HealthCare deposits with the Senior Trustee money or certain
equivalents sufficient to pay principal and interest on the Senior Debt
Securities. Under certain circumstances, United HealthCare also may be released
from its obligations under certain covenants that are described in the Senior
Indenture. One condition for such defeasance is that United HealthCare must
deliver to the Senior Trustee an opinion of counsel that holders of the Senior
Debt Securities will not recognize income, gain or loss for federal income tax
purposes as a result of the defeasance.
MODIFICATION AND AMENDMENT OF INDENTURE
Under the Senior Indenture, United HealthCare's rights and obligations and the
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rights of the holders of Senior Debt Securities may be changed. Certain changes
require the consent of the holders of not less than a majority in aggregate
principal amount of the outstanding Senior Debt Securities of each series of
Debt Securities affected by the modification or amendment. The following
changes, however, may not be made without the consent of each holder of the
outstanding Senior Debt Securities:
. changes to the stated maturity date of the principal or any interest
installment;
. reductions in the principal amount or interest due;
. changes to the place of payment or form of currency regarding payment of
principal;
. impairment of the right to institute suit for the enforcement of payment;
. reduction of the stated percentage of holders necessary to modify the Senior
Indenture; or
. modifications to any of these requirements, or modifications to reduce the
percentage of outstanding Senior Debt Securities necessary to waive
compliance with certain provisions of the Senior Indenture or to waive
certain defaults.
GLOBAL SENIOR DEBT SECURITIES
The Senior Debt Securities of a series may be issued in whole or in part in the
form of one or more global securities that will be deposited with, or on behalf
of, a depositary identified in the applicable Prospectus Supplement. The
specific terms of the depositary arrangements with respect to a series of
Senior Debt Securities will be described in the applicable Prospectus
Supplement. See "BOOK-ENTRY ISSUANCE."
DESCRIPTION OF SUBORDINATED DEBT SECURITIES
The Subordinated Debt Securities will be issued under the Subordinated
Indenture. The form of Subordinated Indenture has been filed as an exhibit to
the registration statement. The Subordinated Indenture will be qualified under
the Trust Indenture Act. The provisions of the Subordinated Indenture are
substantially identical in substance to the provisions of the Senior Indenture,
except for (1) the covenant relating to the limitation on Liens, which is not
included in the Subordinated Indenture, and (2) the subordination provisions
described below, for which there are no counterparts in the Senior Indenture.
See "DESCRIPTION OF DEBT SECURITIES--Description of Senior Debt Securities."
This section summarizes certain terms and provisions of the Subordinated
Indenture. The summary is not complete. You should read the form of
Subordinated Indenture for additional information before you buy any
Subordinated Debt Securities. Capitalized terms used but not defined under
"DESCRIPTION OF DEBT SECURITIES--Description of Subordinated Debt Securities"
have the meanings specified in the Subordinated Indenture.
SUBORDINATION
Subordinated Debt Securities will be subordinate and subject in right of
payment, in the manner and to the extent set forth in the Subordinated
Indenture, to the prior payment in full of all Senior Debt. Upon any
distribution to creditors of United HealthCare in a liquidation, dissolution,
winding up, reorganization, assignment for the benefit of creditors, marshaling
of assets and liabilities or any bankruptcy, insolvency or similar proceeding
involving United HealthCare, the holders of Senior Debt will be entitled to
receive payment in full in cash of all Obligations due on or to become due on
or in respect of all Senior Debt, before the holders of Subordinated Debt
Securities are entitled to receive any payment or distribution of any kind,
whether in cash, property or securities, by set off or otherwise
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(including any payment or distribution which may be payable or deliverable by
reason of the payment of any Junior Subordinated Debt) on account of the
principal of (and premium, if any) or interest on the Subordinated Debt
Securities or on account of any purchase, redemption or other acquisition of
Subordinated Debt Securities by United HealthCare, any Subsidiary of United
HealthCare, the Subordinated Trustee or any Paying Agent or on account of any
other obligation of United HealthCare in respect of any Subordinated Debt
Securities ("Securities Payments").
Until the Senior Debt is paid in full, any Securities Payment to which the
holders of Subordinated Debt Securities or the Subordinated Trustee for their
benefit would be entitled will be paid or delivered by United HealthCare or any
receiver, trustee in bankruptcy, liquidating trustee, agent or other person
making such payment or distribution, directly to the holders of Senior Debt or
their representative or representatives or the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior Debt may have
been issued.
United HealthCare may not make any payments on the account of the Subordinated
Debt Securities, or on account of the purchase or redemption or other
acquisition of the Subordinated Debt Securities, if there has occurred and is
continuing a default in the payment of the principal of (or premium, if any) or
interest on any Senior Debt (a "Senior Payment Default").
In the event that the Subordinated Trustee receives any Securities Payment
prohibited by the subordination provisions of the Subordinated Indenture, such
payment will be held by such Subordinated Trustee in trust for the benefit of,
and will immediately be paid over upon written request to, the holders of
Senior Debt or their representative or representatives, or the trustee or
trustees under any applicable indenture for application to the payment of
Senior Debt. Such subordination will not prevent the occurrence of any event of
default in respect of the Subordinated Debt Securities.
For purposes of the foregoing, "Securities Payments" will be deemed not to
include:
. a payment or distribution of stock or securities of United HealthCare
provided for by a plan of reorganization or readjustment authorized by an
order or decree of a court of competent jurisdiction in a reorganization
proceeding under any applicable bankruptcy law or of any other corporation
provided for by such plan of reorganization or readjustment which stock or
securities are subordinated in right of payment to all then outstanding
Senior Debt to the same extent as, or to a greater extent than, the
Subordinated Debt Securities are so subordinated as provided in the
Subordinated Indenture; or
. payments of assets from any defeasance trust which have been on deposit for
90 consecutive days without the occurrence of blockage of payment on any such
series of Subordinated Debt Securities as described above.
By reason of the subordination of the Subordinated Debt Securities, in the
event of the insolvency of United HealthCare, holders of Senior Debt may
receive more, ratably, and holders of the Subordinated Debt Securities having a
claim pursuant to such securities may receive less, ratably, than the other
creditors of United HealthCare. There may also be interruption of scheduled
interest and principal payments resulting from events of default on Senior
Debt.
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CERTAIN DEFINITIONS
Set forth below are certain defined terms used in the Subordinated Indenture.
Please refer to the Subordinated Indenture for a full definition of all such
terms.
"Junior Subordinated Debt" means any Indebtedness of United HealthCare created
or evidenced by an instrument which expressly provides that such Indebtedness
is subordinated in right of payment to the Subordinated Debt Securities.
"Senior Debt" means all Indebtedness of United HealthCare, except
. Indebtedness under the Subordinated Debt Securities and Junior Subordinated
Debt Securities; and
. Indebtedness (including, without limitation, any Junior Subordinated Debt)
created or evidenced by an instrument which expressly provides that such
Indebtedness is subordinated in right of payment to any other Indebtedness of
United HealthCare.
Notwithstanding anything to the contrary in the foregoing, Senior Debt shall
not include:
. any Indebtedness of United HealthCare to any of its Subsidiaries or
certain other affiliates; and
. any Indebtedness incurred for the purchase of goods or materials or for
services obtained in the ordinary course of business (other than with the
proceeds of revolving credit borrowings permitted by the Subordinated
Indenture).
DESCRIPTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES RELATED TO THE ISSUANCE
OF PREFERRED SECURITIES
GENERAL
The Junior Subordinated Debt Securities may be issued in one or more series
pursuant to the Junior Subordinated Indenture. A series of Junior Subordinated
Debt Securities initially will be issued to a Trust in connection with a
Preferred Securities offering.
The Junior Subordinated Indenture will be qualified under the Trust Indenture
Act. A form of the Junior Subordinated Indenture is filed as an exhibit to the
registration statement relating to this Prospectus.
Unless otherwise set forth in the Prospectus Supplement with respect to any
offered Junior Subordinated Debt Securities, the Junior Subordinated Debt
Securities will rank equally with all other series of Junior Subordinated Debt
Securities, will be unsecured and will be subordinate and junior in priority of
payment to certain of United HealthCare's other indebtedness as described below
under "Subordination." The Junior Subordinated Indenture does not limit the
amount of Junior Subordinated Debt Securities which United HealthCare may
issue, nor does it limit United HealthCare from issuing any other secured or
unsecured debt.
The applicable Prospectus Supplement will describe the following terms relating
to the Junior Subordinated Debt Securities:
. the title;
. any limit on the aggregate principal amount that may be issued;
. whether or not the Junior Subordinated Debt Securities will be issued in
global form, the terms and who the depositary will be;
. the maturity date(s);
. the annual interest rate(s) (which may be fixed or variable) or the method
for
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determining the rate(s) and the date(s) interest will begin to accrue, the
date(s) interest will be payable, United HealthCare's right, if any, to defer
payment of interest and the maximum length of any such deferral period,
compounding provisions and the record dates for interest payment dates or the
method for determining such date(s);
. the place(s) where payments shall be payable and where the Junior
Subordinated Debt Securities may be presented for registration of transfer or
exchange, and the place where notices and demands to or upon United
HealthCare may be made;
. period(s) within which or the date(s) on which, if any, and the price(s) at
which, the Junior Subordinated Debt Securities may, pursuant to any optional
redemption provisions, be redeemed at United HealthCare's option and other
related terms and provisions;
. the date(s), if any, on which, and the price(s) at which, United HealthCare
or a holder is obligated to redeem, or purchase or repay, the Junior
Subordinated Debt Securities and other related terms and provisions;
. the denominations in which the Junior Subordinated Debt Securities will be
issued, if other than denominations of $25 and any integral multiple thereof;
. any additions, modification or deletions in the events of default or
covenants, if any, other than those described in the Junior Subordinated
Indenture;
. the portion of the principal amount that shall be payable upon declaration of
acceleration of the maturity;
. any additions or changes as shall be necessary to permit or facilitate the
issuance of a series of Junior Subordinated Debt Securities in bearer form,
registrable or not registrable as to principal, and with or without coupons;
. the index or indices used to determine the amount of payments and the manner
in which such amounts will be determined;
. the terms and conditions under which United HealthCare or a holder may
convert or exchange the Junior Subordinated Debt Securities into Preferred
Securities;
. the form of the Trust Agreement and Guarantee;
. the degree to which the Junior Subordinated Debt Securities will be senior or
subordinated to other Junior Subordinated Debt Securities or other
indebtedness of United HealthCare in right of payment; and
. any other terms (which terms shall not be inconsistent with the Junior
Subordinated Indenture).
Junior Subordinated Debt Securities may be sold at a substantial discount below
their stated principal amount, bearing no interest or interest at a rate which
at the time of issuance is below market rates. Certain federal income tax
consequences and other special considerations applicable to any such Junior
Subordinated Debt Securities will be described in the applicable Prospectus
Supplement.
If the purchase price of any of the Junior Subordinated Debt Securities is
payable in one or more foreign currencies or currency units or if any Junior
Subordinated Debt Securities are denominated in one or more foreign currencies
or currency units or if the principal of, premium, if any, or interest, if any,
on any Junior Subordinated Debt Securities is payable in one or more foreign
currencies or currency units, the restrictions, elections, certain federal
income tax consequences, specific terms and other information with respect to
such issue of Junior Subordinated Debt Securities and such foreign currency or
currency units will be set forth in the applicable Prospectus Supplement.
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If any index is used to determine the amount of payments of principal of,
premium, if any, or interest on any series of Junior Subordinated Debt
Securities, special federal income tax, accounting and other considerations
applicable thereto will be described in the applicable Prospectus Supplement.
CONSOLIDATION, MERGER OR SALE
The Junior Subordinated Indenture provides that United HealthCare shall not
consolidate with or merge into any other person, or convey, transfer or lease
its properties and assets substantially as an entirety to any person and no
person shall consolidate with or merge into United HealthCare or convey,
transfer or lease its properties and assets substantially as an entirety to
United HealthCare, unless:
. the successor person formed by such consolidation or with which or into which
United HealthCare is merged or the person to which all or substantially all
of United HealthCare's properties and assets are conveyed, transferred or
leased is organized under the laws of the United States or any State or the
District of Columbia and expressly assumes all of United HealthCare's
obligations under the Junior Subordinated Debt Securities and the Junior
Subordinated Indenture;
. immediately after the transaction no event of default under the Junior
Subordinated Indenture, and no event which, after notice or lapse of time or
both, would become an event of default under the Junior Subordinated
Indenture, shall have occurred and be continuing;
. such transaction is permitted under the related Trust Agreement and the
related Guarantee; and
. certain other conditions prescribed in the Junior Subordinated Indenture are
met.
EVENTS OF DEFAULT
The following are events of default under the Junior Subordinated Indenture
with respect to any series of Junior Subordinated Debt Securities issued:
. failure to pay interest when due within the terms set forth for a series of
securities and such failure continues for 30 days and the time for payment
has not been extended or deferred;
. failure to pay the principal (or premium, if any) when due;
. failure to observe or perform, in any material respect, any other covenant
contained in the Junior Subordinated Indenture and such failure continues for
a period of 90 days after United HealthCare receives notice from the Junior
Subordinated Trustee or holders of at least 25% in aggregate principal amount
of the outstanding Junior Subordinated Debt Securities of that series;
. certain events of bankruptcy, insolvency or reorganization; and
. any other event of default that may be specified for the Junior Subordinated
Debt Securities of that series when that series is created.
The holders of a majority in aggregate outstanding principal amount of such
series of Junior Subordinated Debt Securities have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Junior Subordinated Trustee. If an event of default under the Junior
Subordinated Indenture of any series occurs and is continuing, the Junior
Subordinated Trustee or the holders of at least 25% in aggregate principal
amount of the outstanding Junior Subordinated Debt Securities of that series
may declare the unpaid principal of and accrued interest, if any, to the date
of acceleration on all the outstanding Junior Subordinated Debt Securities of
that series to be due and payable immediately and, in the case of Corresponding
Junior Subordinated Debt Securities, if the
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Junior Subordinated Trustee or the holders of such Corresponding Junior
Subordinated Debt Securities fail to make such declaration, the holders of at
least 25% in aggregate liquidation preference of the related Preferred
Securities shall have that right.
The holders of a majority in aggregate outstanding principal amount of Junior
Subordinated Debt Securities of the affected series may rescind a declaration
of acceleration or waive the default if the default has been cured and a sum
sufficient to pay all principal and interest due has been deposited with the
Junior Subordinated Trustee. In the case of Corresponding Junior Subordinated
Debt Securities, if the holders of such Corresponding Junior Subordinated Debt
Securities fail to rescind such declaration and waive such default, the holders
of a majority in aggregate liquidation preference of the related Preferred
Securities shall have that right.
The holders of a majority in aggregate outstanding principal amount of the
Junior Subordinated Debt Securities of an affected series may waive any default
or event of default under the Junior Subordinated Indenture with respect to
such series and its consequences, except:
. defaults or events of default regarding payment of principal, premium or
interest, unless such default has been cured or a sum sufficient to pay all
outstanding amounts of principal and interest has been deposited with the
Junior Subordinated Trustee; or
. provisions of the Junior Subordinated Indenture that cannot be modified
without the consent of all the holders of the affected series.
The Junior Subordinated Indenture requires that United HealthCare periodically
file certificates with the Junior Subordinated Trustee regarding its compliance
with all conditions and covenants applicable to it under the Junior
Subordinated Indenture.
OPTION TO EXTEND INTEREST PAYMENT DATES
If provided in the applicable Prospectus Supplement, United HealthCare may, at
any time and from time to time during the term of any series of Junior
Subordinated Debt Securities, defer payment of interest for such number of
consecutive interest payment periods as may be specified in the applicable
Prospectus Supplement ("Extension Period"). However, no Extension Period may
extend beyond the maturity date of such series of Junior Subordinated Debt
Securities.
Certain federal income tax consequences and special considerations applicable
to any such Junior Subordinated Debt Securities that permit Extension Periods
will be described in the applicable Prospectus Supplement.
REDEMPTION
Unless otherwise indicated in the applicable Prospectus Supplement, Junior
Subordinated Debt Securities will not be subject to any sinking fund.
Unless otherwise indicated in the applicable Prospectus Supplement, United
HealthCare has the option to redeem the Junior Subordinated Debt Securities of
any series:
. in whole at any time or in part from time to time; or
. upon the occurrence of a Tax Event or Investment Company Event in whole (but
not in part) at any time within 90 days of the occurrence of such Tax Event
or Investment Company Event.
Except as otherwise specified in the applicable Prospectus Supplement, Junior
Subordinated Debt Securities will be redeemed at the
Redemption Price as defined on page 43. Junior Subordinated Debt Securities in
denominations larger than $25 may be redeemed in part but only in integral
multiples of $25.
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"Tax Event" means that United HealthCare will have received an opinion of
counsel (which may be counsel to United HealthCare or an affiliate but not an
employee and which must be reasonably acceptable to the Property Trustee)
experienced in such matters to the effect that, as a result of any:
. amendment to, or change (including any announced prospective change) in, the
laws (or any regulations under those laws) of the United States or any
political subdivision or taxing authority affecting taxation; or
. interpretation or application of such laws or regulations by any court,
governmental agency or regulatory authority;
there is more than an insubstantial risk that:
. a Trust is, or will be within 90 days of the date of the opinion of counsel,
subject to United States federal income tax with respect to interest received
on the Junior Subordinated Debt Securities;
. interest payable by United HealthCare to the Trusts on the Junior
Subordinated Debt Securities is not, or will not be within 90 days of the
date of the opinion of counsel, deductible, in whole or in part, for United
States federal income tax purposes; or
. a Trust is, or will be within 90 days of the date of the opinion of counsel,
subject to more than a minimal amount of other taxes, duties, assessments or
other governmental charges.
It has been reported that the Internal Revenue Service ("IRS") recently
challenged another company's deduction for interest paid on a debt instrument
similar in some respects to the Junior Subordinated Debt Securities and issued
to entities similar to the Trusts. Based on available information, United
HealthCare and the Trusts do not believe that this challenge will affect United
HealthCare's ability to deduct interest payments on the Junior Subordinated
Debt Securities. However, you should be aware that further developments
favoring the IRS's challenge, or other unrelated developments, could cause a
Tax Event. Laws and regulations have also been proposed in the past which, if
adopted retroactively, could also cause a Tax Event.
An "Investment Company Event" means the receipt by United HealthCare and a
Trust of an opinion of counsel experienced in such matters to the effect that,
as a result of any change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority, such Trust is or will be considered an
"investment company" that is required to be registered under the Investment
Company Act of 1940 ("Investment Company Act"), which change becomes effective
on or after the original issuance of the Preferred Securities.
Notice of any redemption will be mailed at least 30 days but not more than 60
days before the date of redemption to each holder of redeemable Junior
Subordinated Debt Securities at its registered address. Unless United
HealthCare defaults in payment of the Redemption Price, on and after the date
of redemption interest will cease to accrue on such Junior Subordinated Debt
Securities or portions thereof called for redemption.
United HealthCare has the right to terminate any Trust at its option, which
could include termination in the context of a Tax Event or an Investment
Company Act. See "DESCRIPTION OF PREFERRED SECURITIES--Redemption or Exchange."
RESTRICTIONS ON CERTAIN PAYMENTS
United HealthCare will also covenant, as to each series of Junior Subordinated
Debt Securities, that it will not, and will not permit any subsidiary of United
HealthCare to (a)
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declare or pay any dividends or distributions on, or redeem, purchase, acquire,
or make a liquidation payment with respect to, any of United HealthCare's
capital stock, or (b) make any payment of principal, interest or premium, if
any, on or repay or repurchase or redeem any debt securities of United
HealthCare (including other Junior Subordinated Debt Securities) that rank
equally with or junior in interest to the Junior Subordinated Debt Securities
or make any guarantee payments with respect to any guarantee by United
HealthCare of the debt securities of any subsidiary of United HealthCare
(including under other Guarantees) if such guarantee ranks equally or junior in
interest to the Junior Subordinated Debt Securities, if at such time:
. United HealthCare has actual knowledge of an event that with the giving of
notice or the lapse of time, or both, would constitute an event of default
under the Junior Subordinated Indenture and United HealthCare shall not have
taken reasonable steps to cure such event of default;
. such Junior Subordinated Debt Securities are held by a Trust that is the
issuer of a series of related Preferred Securities and United HealthCare is
in default with respect to its payment obligations under the Guarantee
relating to such related Preferred Securities; or
. United HealthCare shall have given notice of its selection of an Extension
Period with respect to the Junior Subordinated Debt Securities of such series
and shall not have rescinded such notice, or such Extension Period, or any
extension thereof, shall be continuing.
ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF PREFERRED SECURITIES
If an event of default under the Junior Subordinated Indenture has occurred and
is continuing and such event is attributable to the failure of United
HealthCare to pay interest or principal on the related Junior Subordinated Debt
Securities when due, you may institute a legal proceeding directly against
United HealthCare for enforcement of payment of the principal of or interest on
such related Junior Subordinated Debt Securities having a principal amount
equal to the aggregate liquidation amount of your Preferred Securities ("Direct
Action"). United HealthCare may not amend the Junior Subordinated Indenture to
remove the foregoing right to bring a Direct Action without your prior written
consent. If the right to bring a Direct Action is removed, the applicable Trust
may become subject to the reporting obligations under the Exchange Act. United
HealthCare shall have the right under the Junior Subordinated Indenture to set-
off any payment made to you in connection with a Direct Action.
You would not be able to exercise directly any remedies other than those set
forth in the preceding paragraph available to the holders of the Junior
Subordinated Debt Securities unless there shall have been an event of default
under the Trust Agreement. See "DESCRIPTION OF PREFERRED SECURITIES--Events of
Default; Notice."
If an event of default under the Junior Subordinated Indenture shall occur and
be continuing as to a series of Corresponding Junior Subordinated Debt
Securities, the Property Trustee will have the right to declare the principal
of and interest on such Corresponding Junior Subordinated Debt Securities to be
due and payable, and to enforce any other rights as a creditor with respect to
such Junior Subordinated Debt Securities.
MODIFICATION OF INDENTURE
United HealthCare and the Junior Subordinated Trustee may change the Junior
Subordinated
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Indenture without your consent with respect to certain matters, including:
. to fix any ambiguity, defect or inconsistency, provided that such change
does not materially adversely affect the interests of any holder of Junior
Subordinated Debt Securities of any series or, in the case of Corresponding
Junior Subordinated Debt Securities, your interest as a holder of any
related Preferred Securities; and
. to qualify or maintain the qualification of the Junior Subordinated
Indenture under the Trust Indenture Act.
In addition, under the Junior Subordinated Indenture, United HealthCare's
rights and obligations and the rights of holders of the Junior Subordinated
Debt Securities may be changed by United HealthCare and the Junior
Subordinated Trustee with the written consent of the holders of a majority in
principal amount of the outstanding Junior Subordinated Debt Securities of
each series that is affected. However, United HealthCare and the Junior
Subordinated Trustee may not take the following actions without the consent of
each holder of any outstanding Junior Subordinated Debt Securities affected:
. change the maturity date of any series of Junior Subordinated Debt
Securities, reduce the principal amount, or reduce the rate of interest or
extend the time of payment;
. reduce the percentage in principal amount of outstanding Junior Subordinated
Debt Securities of any series necessary to modify the Junior Subordinated
Indenture;
. modify certain provisions of the Junior Subordinated Indenture relating to
modification or waiver; or
. modify the provisions of the Junior Subordinated Indenture relating to the
subordination of outstanding Junior Subordinated Debt Securities in a manner
adverse to the holders, provided that, in the case of Corresponding Junior
Subordinated Debt Securities, so long as the related Preferred Securities
are outstanding, no modification shall be made that adversely affects your
interest as holders of any related Preferred Securities in any material
respect.
In addition, United HealthCare and the Junior Subordinated Trustee may enter
into any supplemental indenture for the purposes of creating any new series of
Junior Subordinated Debt Securities, without the consent of the holders.
SATISFACTION AND DISCHARGE
The Junior Subordinated Indenture provides that when all Junior Subordinated
Debt Securities of any series not previously canceled:
. have become due and payable; or
. will become due and payable within one year and
(a) United HealthCare deposits with the Junior Subordinated Trustee money
sufficient to pay and discharge all remaining indebtedness on the Junior
Subordinated Debt Securities of that series;
(b) delivers to the Junior Subordinated Trustee an opinion of counsel and an
officers' certificate; and
(c) complies with certain other Junior Subordinated Indenture requirements,
then the Junior Subordinated Indenture will cease to be of further effect and
United HealthCare shall be deemed to have satisfied and discharged the Junior
Subordinated Indenture.
CONVERSION OR EXCHANGE
If indicated in the applicable Prospectus Supplement, the Junior Subordinated
Debt Securities of any series may be convertible or
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exchangeable into Preferred Securities or other securities. The specific terms
on which Junior Subordinated Debt Securities of any series may be so converted
or exchanged will be set forth in the applicable Prospectus Supplement. Such
terms may include provisions for conversion or exchange, either mandatory, at
the option of the holder, or at the option of United HealthCare, in which case
the number of shares of Preferred Securities or other securities to be received
by the holders of Junior Subordinated Debt Securities would be calculated as of
a time and in the manner stated in the applicable Prospectus Supplement.
If provided in the applicable Prospectus Supplement, United HealthCare shall
have the right to extend or shorten the maturity of any series of Corresponding
Junior Subordinated Debt Securities at the time that United HealthCare
exercises its right to liquidate the related Trust and cause such Corresponding
Junior Subordinated Debt Securities to be distributed to the holders of the
related Preferred Securities and Common Securities in liquidation of the Trust,
provided that it can extend the maturity only if certain conditions specified
in the Prospectus Supplement are met at the time such election is made and at
the time of such extension.
SUBORDINATION
The payment of the principal of and premium, if any, and any interest on the
Junior Subordinated Debt Securities will be subordinated in right of payment to
the Senior and Subordinated Debt (as defined below).
Upon any payment or distribution of assets to creditors upon United
HealthCare's dissolution, liquidation, winding up, reorganization, whether
voluntary or involuntary, assignment for the benefit of creditors, marshaling
of assets or any bankruptcy, insolvency, debt restructuring or similar
proceedings, the holders of Senior and Subordinated Debt will first be entitled
to receive payment in full of the principal, premium or interest due before the
holders of the Junior Subordinated Debt Securities, or in the case of
Corresponding Junior Subordinated Debt Securities, the Property Trustee, on
behalf of the holders, will be entitled to receive any payment or distribution.
In the event of acceleration of the maturity of any series of Junior
Subordinated Debt Securities, the holders of Senior and Subordinated Debt will
first be entitled to receive payment in full of all amounts due on such Senior
and Subordinated Debt before holders of Junior Subordinated Debt Securities.
No payment by or on behalf of United HealthCare of principal, premium or
interest on the Junior Subordinated Debt Securities, shall be made if, at the
time of such payment, there exists:
. a default in the payment of all or any portion of any Senior and Subordinated
Debt or any other default pursuant to which the maturity of any Senior and
Subordinated Debt has been accelerated; and
. any judicial proceeding, relating to such defaults, shall be pending.
"Debt" means, with respect to any person, whether recourse is to all or a
portion of the assets of such person and whether or not contingent:
. every obligation of such person for money borrowed;
. every obligation of such person evidenced by bonds, debt securities, notes or
other similar instruments, including obligations incurred in connection with
the acquisition of property, assets or businesses;
. every reimbursement obligation of such person with respect to letters of
credit, bankers' acceptances or similar facilities issued for the account of
such person;
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. every obligation of such person issued or assumed as the deferred purchase
price of property or services (but excluding trade accounts payable or
accrued liabilities arising in the ordinary course of business);
. every capital lease obligation of such person;
. all indebtedness of such person, whether incurred on or prior to the date of
the Junior Subordinated Indenture or thereafter incurred, for claims in
respect of derivative products including interest rate, foreign exchange rate
and commodity forward contracts, options and swaps and similar arrangements;
and
. every obligation of the type referred to in the first through sixth bullets
above of another person and all dividends of another person the payment of
which, in either case, such person has guaranteed or is responsible or
liable, directly or indirectly, as obligor or otherwise.
"Senior and Subordinated Debt" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to United HealthCare
whether or not such claim for post-petition interest is allowed in such
proceeding), on Debt of United HealthCare whether incurred on or prior to the
date of the Junior Subordinated Indenture or thereafter incurred, unless, in
the instrument creating or evidencing such Debt or pursuant to which such Debt
is outstanding, it is provided that such obligations are not superior in right
of payment to the Junior Subordinated Debt Securities or to other Debt which
ranks equally to, or subordinated to, the Junior Subordinated Debt Securities.
However, Senior and Subordinated Debt shall not be deemed to include:
. any Debt of United HealthCare which, when incurred and without respect to any
election under section 1111(b) of the United States Bankruptcy Code of 1978,
as amended, was without recourse to United HealthCare;
. any Debt of United HealthCare to any of its subsidiaries;
. Debt to any employee of United HealthCare; and
. any other debt securities issued pursuant to the Junior Subordinated
Indenture.
DENOMINATIONS, REGISTRATION, AND TRANSFER
The Junior Subordinated Debt Securities of each series will be issuable only in
fully registered form without coupons and, unless otherwise specified in the
applicable Prospectus Supplement, in denominations of $25 and any integral
multiple thereof.
At the option of the holder, subject to the terms of the Junior Subordinated
Indenture and the limitations applicable to global securities described in the
applicable Prospectus Supplement, Junior Subordinated Debt Securities of any
series will be exchangeable for other Junior Subordinated Debt Securities of
the same issue and series, in any authorized denomination of a like aggregate
principal amount, of the same date of issuance and maturity and bearing the
same interest rate.
Subject to the terms of the Junior Subordinated Indenture and the limitations
applicable to global securities set forth in the applicable Prospectus
Supplement, Junior Subordinated Debt Securities may be presented for exchange
or for registration of transfer (duly endorsed or with the form of transfer
endorsed thereon, or a satisfactory written instrument of transfer, duly
executed) at the office of the Security Registrar or at the office of any
transfer agent designated by United HealthCare for such purposes.
Unless otherwise provided in the Prospectus Supplement, no service charge will
be made for any registration of transfer or exchange, and
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upon payment of any taxes or other governmental charges. United HealthCare has
appointed the Junior Subordinated Trustee as Security Registrar for the Junior
Subordinated Debt Securities. Any transfer agent (in addition to the Security
Registrar) initially designated by United HealthCare for any Junior
Subordinated Debt Securities will be named in the applicable Prospectus
Supplement. United HealthCare may at any time designate additional transfer
agents or rescind the designation of any transfer agent or approve a change in
the location through which any transfer agent acts, except that United
HealthCare will be required to maintain a transfer agent in each place of
payment for the Junior Subordinated Debt Securities of each series.
If the Junior Subordinated Debt Securities of any series are to be redeemed,
neither United HealthCare nor the Junior Subordinated Trustee will be required
to:
. issue, register the transfer of, or exchange any Junior Subordinated Debt
Securities of that series during a period beginning on the business day that
is 15 days before the day of mailing of a notice of redemption of any such
Junior Subordinated Debt Securities that may be selected for redemption and
ending at the close of business on the day of mailing of the relevant notice;
or
. transfer or exchange any Junior Subordinated Debt Securities so selected for
redemption, except the unredeemed portion of any Junior Subordinated Debt
Securities being redeemed in part.
GLOBAL JUNIOR SUBORDINATED DEBT SECURITIES
The Junior Subordinated Debt Securities of a series may be issued in whole or
in part in the form of one or more global securities that will be deposited
with, or on behalf of, a depositary identified in the applicable Prospectus
Supplement. The specific terms of the depositary arrangements with respect to a
series of Junior Subordinated Debt Securities will be described in the
applicable Prospectus Supplement. See "BOOK-ENTRY ISSUANCE."
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable Prospectus Supplement, payment of
the interest on any Junior Subordinated Debt Securities on any interest payment
date will be made to the person in whose name such Junior Subordinated Debt
Securities (or one or more predecessor securities) is registered at the close
of business on the record date for such interest.
Principal of and any premium and interest on the Junior Subordinated Debt
Securities of a particular series will be payable at the office of the Junior
Subordinated Trustee in the City of New York or at the office of the paying
agents designated by United HealthCare from time to time in the applicable
Prospectus Supplement, except that unless otherwise indicated in the Prospectus
Supplement, interest payments may be made by check mailed to the holder or
transferred to an account maintained by such holder.
All moneys deposited with the Junior Subordinated Trustee or any paying agent,
or then held by United HealthCare in trust, for the payment of the principal of
or any premium or interest on any Junior Subordinated Debt Security which
remains unclaimed at the end of two years after such principal, premium or
interest has become due and payable will be repaid to United HealthCare, and
you may thereafter look only to United HealthCare for payment thereof.
GOVERNING LAW
The Junior Subordinated Indenture will be governed by and construed in
accordance with the laws of the State of New York except to the
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extent that the Trust Indenture Act shall be applicable.
INFORMATION CONCERNING THE JUNIOR SUBORDINATED TRUSTEE
The Junior Subordinated Trustee shall have and be subject to all the duties and
responsibilities specified with respect to an indenture trustee under the Trust
Indenture Act. Subject to such provisions, the Junior Subordinated Trustee is
under no obligation to exercise any of the powers vested in it by the Junior
Subordinated Indenture at the request of any holder of Junior Subordinated Debt
Securities, unless offered reasonable indemnity by such holder against the
costs, expenses and liabilities which might be incurred thereby.
CORRESPONDING JUNIOR SUBORDINATED DEBT SECURITIES
The Corresponding Junior Subordinated Debt Securities may be issued in one or
more series of Junior Subordinated Debt Securities under the Junior
Subordinated Indenture with terms corresponding to the terms of a series of
related Preferred Securities. Concurrently with the issuance of each Trust's
Preferred Securities, such Trust will invest the proceeds thereof and the
consideration paid by United HealthCare for the related Common Securities in a
series of Corresponding Junior Subordinated Debt Securities. Each series of
Corresponding Junior Subordinated Debt Securities will be in the principal
amount equal to the aggregate stated Liquidation Amount of the related
Preferred Securities and the Common Securities of such Trust and will rank
equally with all other series of Junior Subordinated Debt Securities. As a
holder of the related Preferred Securities for a series of Corresponding Junior
Subordinated Debt Securities you will have rights in connection with
modifications to the Junior Subordinated Indenture or upon occurrence of events
of default under the Junior Subordinated Indenture described above under
"Modification of Indenture" and "Events of Default," unless provided otherwise
in the Prospectus Supplement for such related Preferred Securities.
Unless otherwise specified in the applicable Prospectus Supplement, if a Tax
Event in respect of a Trust of related Preferred Securities shall occur and be
continuing, United HealthCare has the option to redeem the related Junior
Subordinated Debt Securities at any time within 90 days of the occurrence of
such Tax Event, in whole but not in part, at the Redemption Price. If a Trust
continues to hold all the outstanding series of Corresponding Junior
Subordinated Debt Securities, the proceeds of any such redemption will be used
by such Trust to redeem the corresponding Preferred Securities and Common
Securities in accordance with their terms. United HealthCare may not redeem a
series of Corresponding Junior Subordinated Debt Securities in part, unless all
accrued and unpaid interest has been paid in full on all outstanding
Corresponding Junior Subordinated Debt Securities of such series.
United HealthCare will covenant in the Junior Subordinated Indenture that if
and so long as:
. the Trust of the related series of Preferred Securities and Common Securities
is the holder of all such Corresponding Junior Subordinated Debt Securities;
. a Tax Event in respect of such Trust has occurred and is continuing; and
. United HealthCare has elected, and has not revoked such election, to pay
Additional Sums (as defined on page 44) in respect of such Preferred
Securities and Common Securities,
United HealthCare will pay to such Trust such Additional Sums.
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United HealthCare will also covenant:
. to maintain directly or indirectly 100% ownership of the Common Securities of
the Trust to which Corresponding Junior Subordinated Debt Securities have
been issued (provided that certain successors which are permitted pursuant to
the Junior Subordinated Indenture may succeed to United HealthCare's
ownership of the Common Securities);
. not to voluntarily terminate, wind-up or liquidate any Trust except (a) in
connection with a distribution of Corresponding Junior Subordinated Debt
Securities to you in liquidation of such Trust, or (b) in connection with
certain mergers, consolidations or amalgamations permitted by the related
Trust Agreement; and
. to use its reasonable efforts, consistent with the terms and provisions of
the related Trust Agreement, to cause such Trust to remain classified as a
grantor trust and not as an association taxable as a corporation for federal
income tax purposes.
DESCRIPTION OF PREFERRED STOCK
This section describes the general terms and provisions of the Preferred Stock
that may be offered by this Prospectus. The Prospectus Supplement will describe
the specific terms of the series of the Preferred Stock offered under that
Prospectus Supplement and any general terms outlined in this section that will
not apply to that series of Preferred Stock.
This section summarizes certain terms and provisions of the Preferred Stock.
The summary is not complete. United HealthCare has filed a form of Certificate
of Designation, Preferences and Rights of Preferred Stock as an exhibit to the
registration statement. You should read United HealthCare's second restated
articles of incorporation and the Certificate of Designation, Preferences and
Rights ("Certificate of Designation") relating to the applicable series of
Preferred Stock for additional information before you buy any Preferred Stock.
GENERAL
Under United HealthCare's second restated articles of incorporation, as
amended, United HealthCare is authorized to issue up to 10,000,000 shares of
Preferred Stock, $.001 par value. At the date of this Prospectus, there were
500,000 shares of United HealthCare's 5.75% Series A Convertible Preferred
Stock outstanding ("Series A Preferred"). United HealthCare's board of
directors may issue from time to time additional shares of Preferred Stock in
one or more series and with such relative rights and preferences and at such
times and for such consideration as the board of directors may determine.
The board of directors may determine the following for each series of Preferred
Stock:
. the number of shares and designation of such series;
. dividend rights;
. whether and upon what terms the shares will be redeemable;
. whether and upon what terms the shares will have a sinking fund to be used to
purchase or redeem the shares of such series;
. whether and upon what terms the shares will be convertible;
. the restrictions, if any, on the issue or reissue of any additional Preferred
Stock, including increases or decreases in the number of shares of any series
subsequent to the issue of shares of that series;
. the rights of the holders of the shares of such series upon United
HealthCare's dissolution or the distribution of United HealthCare's assets;
and
. the voting rights, if any, which will apply.
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As described under "DESCRIPTION OF DEPOSITARY SHARES" below, United HealthCare
may elect to offer Depositary Shares represented by Depositary Receipts. If
United HealthCare so elects, each Depositary Share will represent a fractional
interest (to be specified in the applicable Prospectus Supplement) in a share
of Preferred Stock. If United HealthCare issues Depositary Shares representing
interests in shares of Preferred Stock, those shares of Preferred Stock will
be deposited with a Depositary (as defined on page 35).
The Preferred Stock will have the dividend, liquidation, redemption, voting
and conversion and exchange rights described in this section unless the
applicable Prospectus Supplement provides otherwise. You should read the
Prospectus Supplement relating to the particular series of the Preferred Stock
being offered for specific terms, including:
. the title and liquidation preference of the Preferred Stock and the number
of shares offered;
. the initial public offering price at which United HealthCare will issue the
Preferred Stock;
. the dividend rate or rates (or method of calculation), the dividend periods,
the dates on which dividends will be payable and whether the dividends will
be cumulative or noncumulative and, if cumulative, the dates from which the
dividends will start to cumulate;
. any redemption or sinking fund provisions;
. any conversion or exchange provisions;
. whether we have elected to offer Depositary Shares as described under
"DESCRIPTION OF DEPOSITORY SHARES" below; and
. any additional dividend, liquidation, redemption, sinking fund and other
rights, preferences, privileges, limitations and restrictions.
When United HealthCare issues shares of Preferred Stock, such shares will be
fully paid and nonassessable (i.e., the full purchase price for the
outstanding shares of Preferred Stock will have been paid and the holders of
such shares will not be assessed any additional monies for such shares). The
Preferred Stock will have no preemptive rights to subscribe for any additional
securities which may be issued by United HealthCare in the future (i.e., the
holders of shares of Preferred Stock will have no right, as holders of shares
of Preferred Stock, to buy any portion of those issued securities). The
transfer agent and registrar for the Preferred Stock and any Depositary Shares
will be specified in the applicable Prospectus Supplement.
DIVIDENDS
Subject to the preferential rights as to dividends of holders of any other
capital stock of United HealthCare ranking prior to any series of the
Preferred Stock, the holders of each series of Preferred Stock will be
entitled to receive cash dividends, if declared by United HealthCare's board
of directors or its duly authorized committee, out of the assets that United
HealthCare can legally use to pay dividends. The Prospectus Supplement
relating to a particular series of Preferred Stock will set forth the dividend
rates and dates on which dividends will be payable. The rates may be fixed or
variable or both. If the dividend rate is variable, the applicable Prospectus
Supplement will describe the formula used for determining the dividend rate
for each dividend period. United HealthCare will pay dividends to the holders
of record as they appear on United HealthCare's stock books on the record
dates fixed by its board of directors or its duly authorized committee.
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The applicable Prospectus Supplement will also state whether the dividends on
any series of the Preferred Stock are cumulative or noncumulative. If United
HealthCare's board of directors does not declare a dividend payable on a
dividend payment date on any noncumulative series of Preferred Stock, then the
holders of that series will not be entitled to receive a dividend for that
dividend period and United HealthCare will not be obligated to pay the dividend
for that dividend period even if the board of directors declares a dividend on
that series payable in the future.
United HealthCare's board of directors will not declare and pay a dividend on
any United HealthCare stock ranking, as to dividends, equal with or junior to
the Preferred Stock unless full dividends on the Preferred Stock have been
declared and paid (or declared and sufficient money is set aside for payment).
Until full dividends are paid (or declared and payment is set aside) on any
capital stock of United HealthCare ranking equal with the Preferred Stock as to
dividends ("Parity Dividend Stock"), then:
. United HealthCare will declare any dividends pro rata among the Preferred
Stock of each series offered under this Prospectus and any other series of
Preferred Stock ranking equal to the Preferred Stock of each series offered
under this Prospectus as to dividends (i.e., the dividends United HealthCare
declares per share on each series of such Preferred Stock will bear the same
relationship to each other that the full accrued dividends per share on each
such series of the Preferred Stock bear to each other);
. other than such pro rata dividends, United HealthCare will not declare or pay
any dividends or declare or make any distributions upon any security ranking
junior to or equal with the Preferred Stock offered under this Prospectus as
to dividends or upon liquidation (except dividends or distributions paid for
with securities ranking junior to the Preferred Stock as to dividends and
upon liquidation); and
. United HealthCare will not redeem, purchase or otherwise acquire (or set
aside money for a sinking fund for) any securities ranking junior to or equal
with the Preferred Stock as to dividends or upon liquidation (except by
conversion into or exchange for stock junior to the Preferred Stock as to
dividends and upon liquidation).
REDEMPTION AND REPURCHASE
A series of the Preferred Stock may be redeemable, in whole or in part, at
United HealthCare's option, and may be subject to mandatory redemption pursuant
to a sinking fund or otherwise, as described in the applicable Prospectus
Supplement. Redeemed Preferred Stock will become authorized but unissued shares
of Preferred Stock that United HealthCare may issue in the future.
If a series of the Preferred Stock is subject to mandatory redemption, the
applicable Prospectus Supplement will specify the number of shares that United
HealthCare will redeem each year and the redemption price. If shares of
Preferred Stock are redeemed, United HealthCare will pay all accrued and unpaid
dividends on those shares to, but excluding, the redemption date. The
Prospectus Supplement also will specify whether the redemption price will be
paid in cash or other property.
If fewer than all of the outstanding shares of any series of the Preferred
Stock are to be redeemed, United HealthCare's board of directors will determine
the number of shares to be redeemed. United HealthCare will redeem the shares
pro rata from the holders of record in proportion to the number of shares held
by
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them (with adjustments to avoid redemption of fractional shares).
Even though the terms of a series of Preferred Stock may permit redemption of
the Preferred Stock in whole or in part, if any dividends, including
accumulated dividends, on that series are past due, United HealthCare will not
redeem less than all of the shares of such series of Preferred Stock until all
dividends past due have been paid.
United HealthCare will give notice of a redemption by mailing a notice to each
record holder of the shares to be redeemed, between 30 to 60 days prior to the
date fixed for redemption (unless United HealthCare issues Depositary Shares
representing interests in Preferred Stock, in which case United HealthCare will
send a notice to the Depositary between 40 to 70 days prior to the date fixed
for redemption). United HealthCare will mail the notices to the holders'
addresses as they appear on United HealthCare's stock records. Each notice will
state:
. the redemption date;
. the redemption price;
. the place or places where holders can surrender the certificates for the
Preferred Stock for payment of the redemption price; and
. that dividends on the shares to be redeemed will cease to accrue on the
redemption date.
If United HealthCare redeems fewer than all shares of any series of the
Preferred Stock held by any holder, it also will specify in the notice the
number of shares to be redeemed from the holder.
If United HealthCare has given notice of the redemption and has provided the
funds for the payment of the redemption price, then beginning on the redemption
date:
. the dividends on the shares of Preferred Stock called for redemption will no
longer accrue;
. such shares will no longer be considered outstanding; and
. the holders will no longer have any rights as shareholders except to receive
the redemption price.
When the holder properly surrenders the redeemed shares, the redemption price
will be paid out of the funds provided by United HealthCare. If United
HealthCare redeems fewer than all of the shares represented by any certificate,
it will issue a new certificate representing the unredeemed shares without cost
to the holder.
CONVERSION AND EXCHANGE
If any series of offered Preferred Stock is convertible into Common Stock at
the option of the holders or exchangeable for Common Stock at the option of
United HealthCare, the Prospectus Supplement relating to such series will
include the terms and conditions governing such conversions and exchanges.
RIGHTS UPON LIQUIDATION
Unless the applicable Prospectus Supplement states otherwise, if United
HealthCare voluntarily or involuntarily liquidates, dissolves or winds up its
business, the holders of shares of each series of the Preferred Stock will be
entitled to receive:
. liquidation distributions in the amount stated in the applicable Prospectus
Supplement; and
. all accrued and unpaid dividends (whether or not declared).
United HealthCare will pay these amounts to the holders of shares of each
series of the Preferred Stock, and all amounts owing on any Preferred Stock
ranking equally with such series of Preferred Stock as to distributions upon
liquidation, out of its assets available for
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distribution to shareholders before any distribution is made to holders of any
securities ranking junior to the series of Preferred Stock upon liquidation.
Neither a sale of all or substantially all of United HealthCare's property and
assets, nor a consolidation or merger of United HealthCare, will be considered
a dissolution, liquidation or winding up of United HealthCare's business.
If (1) United HealthCare voluntarily or involuntarily liquidates, dissolves or
winds up its business and (2) the assets available for distribution to the
holders of the Preferred Stock of any series and any other shares of United
HealthCare stock ranking equal with such series as to any such distribution are
insufficient to pay all amounts to which the holders are entitled, then United
HealthCare will only make pro rata distributions to the holders of all shares
ranking equal as to distributions upon dissolution, liquidation or winding up
of United HealthCare's business (i.e., the distributions United HealthCare pays
to the holders of all shares ranking equal as to distributions upon
dissolution, liquidation or winding up of United HealthCare's business will
bear the same relationship to each other that the full distributable amounts
for which such holders are respectively entitled upon such dissolution,
liquidation or winding up of United HealthCare's business bear to each other).
After United HealthCare pays the full amount of the liquidation distribution to
which the holders of a series of the Preferred Stock are entitled, such holders
will have no right or claim to any of United HealthCare's remaining assets.
VOTING RIGHTS
Unless otherwise provided in the Prospectus Supplement relating to an offered
series of Preferred Stock, the holders of such Preferred Stock will not have
any voting rights except as set forth below or as otherwise from time to time
required by law.
If such Preferred Stock is cumulative Preferred Stock, whenever dividends on
such Preferred Stock are in arrears in an amount equal to at least six
dividends (whether or not consecutive), the holders of such Preferred Stock
(voting separately as a single class with all other affected classes or series
of Parity Dividend Stock upon which like voting rights have been conferred and
are then exercisable) will be entitled to vote for and elect two additional
directors. Such right of the holders of such Preferred Stock to vote for the
election of such two directors may be exercised at any annual meeting or at any
special meeting called for such purpose as hereinafter provided or at any
adjournment thereof, until dividends in default on such outstanding shares of
such Preferred Stock shall have been paid in full (or such dividends shall have
been declared and funds sufficient therefor set apart for payment), at which
time the term of office of the two directors so elected shall terminate
automatically (subject to revesting in the event of each and every subsequent
default of the character specified in the preceding sentence and to any
continuing rights of holders of such Parity Dividend Stock). If at any such
annual or special meeting or any adjournment thereof the holders of a majority
of the then outstanding shares of such Preferred Stock (and of such Parity
Dividend Stock, if any) entitled to vote in such election shall be present or
represented by proxy, then the authorized number of directors of United
HealthCare shall be increased by two, and the holders of such Preferred Stock
(voting separately as a single class with all such Parity Dividend Stock, if
any) shall be entitled to elect such two additional directors. Directors so
elected shall serve until the next annual meeting or until their successors
shall be elected and shall
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qualify, unless the term of office of the persons so elected as directors shall
have terminated by virtue of the payment in full of all dividends in arrears
(or such dividends shall have been declared and funds sufficient therefor set
apart for payment).
In case of any vacancy occurring among the directors so elected by the holders
of such Preferred Stock (and of such Parity Dividend Stock, if any), the
remaining director who shall have been so elected may appoint a successor to
hold office for the unexpired term of the director whose place shall be vacant,
and such successor shall be deemed to have been elected by the holders of such
Preferred Stock (and of such Parity Dividend Stock, if any). If both directors
so elected by the holders of such Preferred Stock (and of such Parity Dividend
Stock, if any) shall cease to serve as directors before their terms shall
expire, the holders of such Preferred Stock (and of such Parity Dividend Stock,
if any) then outstanding and entitled to vote for such directors may, at a
special meeting of such holders called as provided above, elect successors to
hold office for the unexpired terms of the directors whose places shall be
vacant. If holders of such Preferred Stock become entitled to vote for
directors pursuant to the foregoing provisions, they will not have the right to
cumulate their votes.
Unless otherwise provided in the Prospectus Supplement relating to an offered
series of Preferred Stock, United HealthCare will not authorize, create or
issue any shares of any other class or series of capital stock ranking senior
to such Preferred Stock as to dividends or upon liquidation without the consent
or affirmative vote of the holders of at least a majority of the outstanding
shares of such Preferred Stock.
As more fully described under "DESCRIPTION OF DEPOSITARY SHARES" below, if
United HealthCare elects to provide for the issuance of Depositary Shares
representing fractional interests in a share of Preferred Stock, the holders of
each Depositary Share will be entitled to a fraction of a vote.
OUTSTANDING SERIES A PREFERRED
United HealthCare presently has authorized and outstanding 500,000 shares of
Series A Preferred. Holders of Series A Preferred are entitled to receive a
liquidation preference of $1,000 per share plus accrued and unpaid dividends in
the event of any liquidation, dissolution or winding up of United HealthCare,
whether voluntary or involuntary, and to receive cumulative cash dividends,
payable quarterly, at the rate per year of 5.75% of the Series A Preferred's
liquidation preference.
United HealthCare may redeem Series A Preferred at prices declining from
104.025% of the Series A Preferred's liquidation preference in 1998 to 100%
thereof on and after October 1, 2005, plus accrued and unpaid dividends. If the
Series A Preferred has not been redeemed or converted prior to October 1, 2005,
United HealthCare is required to redeem the Series A Preferred on such date at
a price equal to 100% of its liquidation preference plus accrued and unpaid
dividends. The Series A Preferred is convertible into Common Stock at the
option of the holder at a current conversion price of $49.477 per share of
Common Stock, subject to adjustment in certain events.
If the equivalent of six or more quarterly dividends (whether or not
consecutive) on the Series A Preferred are in arrears or if United HealthCare
fails to make certain required mandatory redemptions of the Series A Preferred,
the holders of the Series A Preferred, voting as a separate class, will become
entitled to elect two directors to United HealthCare's Board of Directors.
United HealthCare is not
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permitted to issue any Preferred Stock which ranks senior to the Series A
Preferred as to dividends or distributions upon liquidation without the
affirmative vote of the holders of at least 66 2/3% of the outstanding shares
of Series A Preferred. The consent of the holders of Series A Preferred is not
required in order for United HealthCare to authorize or issue Preferred Stock
which ranks on a parity with or junior to the Series A Preferred as to
dividends or distributions upon liquidation.
For more information regarding the Series A Preferred, please refer to a copy
of the certificate of designation establishing the Series A Preferred which is
filed or incorporated by reference as an exhibit to United HealthCare's most
recent Annual Report on Form 10-K.
DESCRIPTION OF COMMON STOCK
A description of United HealthCare's common stock is included in the
registration statement on Form 8-A dated September 20, 1992, which is
incorporated by reference. You may request a copy of this registration
statement in the manner described under "WHERE YOU CAN FIND MORE INFORMATION."
DESCRIPTION OF DEPOSITARY SHARES
This section describes the general terms and provisions of the Depositary
Shares (as defined below). The Prospectus Supplement will describe the specific
terms of the Depositary Shares offered under that Prospectus Supplement and any
general terms outlined in this section that will not apply to those Depositary
Shares.
The form of Deposit Agreement, including the form of Depositary Receipt, has
been filed as an exhibit to the registration statement.
This section summarizes certain terms and provisions of the Deposit Agreement,
the Depositary Shares and the Depositary Receipts. The summary is not complete.
You should read the forms of Deposit Agreement and Depositary Receipt relating
to a series of Preferred Stock for additional information before you buy any
Depositary Shares that represent Preferred Stock of such series.
GENERAL
United HealthCare may offer fractional interests in Preferred Stock, rather
than full shares of Preferred Stock. In such an event, United HealthCare will
provide for the issuance by a depositary to the public of receipts for
depositary shares ("Depositary Shares"), each of which will represent a
fractional interest in a share of a particular series of Preferred Stock.
The shares of any series of Preferred Stock underlying the Depositary Shares
will be deposited under a separate deposit agreement ("Deposit Agreement")
between United HealthCare and a bank or trust company having its principal
office in the United States and having a combined capital and surplus of at
least $50 million ("Depositary"). The applicable Prospectus Supplement will set
forth the name and address of the Depositary. Subject to the terms of the
Deposit Agreement, each owner of a Depositary Share will have a fractional
interest in all the rights and preferences of the Preferred Stock underlying
such Depositary Share. Those rights include any dividend, voting, redemption,
conversion and liquidation rights.
The Depositary Shares will be evidenced by depositary receipts issued under the
Deposit Agreement ("Depositary Receipts"). If you purchase fractional interests
in shares of the related series of Preferred Stock, you will receive Depositary
Receipts as described in the
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applicable Prospectus Supplement. While the final Depositary Receipts are being
prepared, United HealthCare may order the Depositary to issue temporary
Depositary Receipts substantially identical to the final Depositary Receipts
although not in final form. The holders of the temporary Depositary Receipts
will be entitled to the same rights as if they held the Depositary Receipts in
final form. Holders of the temporary Depositary Receipts can exchange them for
the final Depositary Receipts at United HealthCare's expense.
WITHDRAWAL OF PREFERRED STOCK
If you surrender Depositary Receipts at the principal office of the Depositary
(unless the related Depositary Shares have previously been called for
redemption), you are entitled to receive at such office the number of shares of
Preferred Stock and any money or other property represented by such Depositary
Shares. United HealthCare will not issue partial Preferred Stock. If you
deliver Depositary Receipts evidencing a number of Depositary Shares that
represent more than a whole number of shares of Preferred Stock, the Depositary
will issue to you a new Depositary Receipt evidencing such excess number of
Depositary Shares at the same time that the Preferred Stock is withdrawn.
Holders of shares of Preferred Stock received in exchange for Depositary Shares
will no longer be entitled to deposit such shares under the Deposit Agreement
or to receive Depositary Shares in exchange for such Preferred Stock.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Depositary will distribute all cash dividends or other cash distributions
received with respect to the Preferred Stock to the record holders of
Depositary Shares representing the Preferred Stock in proportion to the numbers
of Depositary Shares owned by the holders on the relevant record date. The
Depositary will distribute only the amount that can be distributed without
attributing to any holder of Depositary Shares a fraction of one cent. The
balance not distributed will be added to and treated as part of the next sum
received by the Depositary for distribution to record holders of Depositary
Shares.
If there is a distribution other than in cash, the Depositary will distribute
property to the holders of Depositary Shares, unless the Depositary determines
that it is not feasible to make such distribution. If this occurs, the
Depositary may, with United HealthCare's approval, sell the property and
distribute the net proceeds from the sale to the holders of Depositary Shares.
The Deposit Agreement will also contain provisions relating to how any
subscription or similar rights offered by United HealthCare to holders of the
Preferred Stock will be made available to the holders of Depositary Shares.
CONVERSION AND EXCHANGE
Unless otherwise specified in the applicable Prospectus Supplement, the series
of Preferred Stock underlying the Depositary Shares will not be convertible or
exchangeable into any other class or series of capital stock of United
HealthCare.
REDEMPTION OF DEPOSITED PREFERRED STOCK
If the series of the Preferred Stock underlying the Depositary Shares is
subject to redemption, the Depositary Shares will be redeemed from the
redemption proceeds, in whole or in part, of such series of the Preferred Stock
held by the Depositary. The Depositary will mail notice of redemption 30 to 60
days prior to the date fixed for redemption to the record holders of the
Depositary Shares to be redeemed at their addresses appearing in the
Depositary's records.
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The redemption price per Depositary Share will bear the same relationship to
the redemption
price per share of Preferred Stock that the Depositary Share bears to the
underlying Preferred Stock. Whenever United HealthCare redeems Preferred Stock
held by the Depositary, the Depositary will redeem, as of the same redemption
date, the number of Depositary Shares representing the Preferred Stock
redeemed. If less than all the Depositary Shares are to be redeemed, the
Depositary Shares to be redeemed will be selected by lot or pro rata as
determined by the Depositary.
After the date fixed for redemption, the Depositary Shares called for
redemption will no longer be outstanding. When the Depositary Shares are no
longer outstanding, all rights of the holders will cease, except the right to
receive money or other property that the holders of the Depositary Shares were
entitled to receive upon such redemption. Such payments will be made when
holders surrender their Depositary Receipts to the Depositary.
VOTING OF DEPOSITED PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the Preferred
Stock are entitled to vote, the Depositary will mail information about the
meeting contained in the notice to the record holders of the Depositary Shares
relating to such Preferred Stock. Each record holder of such Depositary Shares
on the record date (which will be the same date as the record date for the
Preferred Stock) will be entitled to instruct the Depositary as to how the
Preferred Stock underlying the holder's Depositary Shares should be voted.
The Depositary will try, if practical, to vote the number of Preferred Stock
underlying the Depositary Shares according to the instructions received. United
HealthCare will agree to take all action requested by and deemed necessary by
the Depositary in order to enable the Depositary to vote the Preferred Stock in
that manner. The Depositary will not vote any Preferred Stock for which it does
not receive specific instructions from the holders of the Depositary Shares
relating to such Preferred Stock.
TAXATION
Owners of Depositary Shares will be treated for federal income tax purposes as
if they were owners of the Preferred Stock represented by the Depositary
Shares. Accordingly, for U.S. federal income tax purposes they will have the
income and deductions to which they would be entitled if they were holders of
the Preferred Stock. In addition:
. no gain or loss will be recognized for federal income tax purposes upon the
withdrawal of Preferred Stock in exchange for Depositary Shares as provided
in the Deposit Agreement;
. the tax basis of the Preferred Stock to an exchanging owner of Depositary
Shares will, upon the exchange, be the same as the aggregate tax basis of the
Depositary Shares exchanged for such Preferred Stock; and
. the holding period for the Preferred Stock, in the hands of an exchanging
owner of Depositary Shares who held the Depositary Shares as a capital asset
at the time of the exchange, will include the period that the owner held such
Depositary Shares.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may be amended by agreement between United
HealthCare and the Depositary at any time. However, any amendment that
materially and adversely alters
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the rights of the existing holders of Depositary Shares will not be effective
unless approved by the record holders of at least a majority of the Depositary
Shares then outstanding. A Deposit Agreement may be terminated by United
HealthCare or the Depositary only if:
. all outstanding Depositary Shares relating to the Deposit Agreement have been
redeemed; or
. there has been a final distribution on the Preferred Stock of the relevant
series in connection with the liquidation, dissolution or winding up of
United HealthCare and the distribution has been distributed to the holders of
the related Depositary Shares.
CHARGES OF DEPOSITARY
United HealthCare will pay all transfer and other taxes and governmental
charges arising
solely from the existence of the depositary arrangements. United HealthCare
will pay associated charges of the Depositary for the initial deposit of the
Preferred Stock and any redemption of the Preferred Stock. Holders of
Depositary Shares will pay transfer and other taxes and governmental charges
and any other charges that are stated to be their responsibility in the Deposit
Agreement.
MISCELLANEOUS
United HealthCare will forward to the holders of Depositary Shares all reports
and communications that it must furnish to the holders of the Preferred Stock.
Neither the Depositary nor United HealthCare will be liable if the Depositary
is prevented or delayed by law or any circumstance beyond its control in
performing its obligations under the Deposit Agreement. United HealthCare's
obligations and the Depositary's obligations under the Deposit Agreement will
be limited to performance in good faith of duties set forth in the Deposit
Agreement. Neither the Depositary nor United HealthCare will be obligated to
prosecute or defend any legal proceeding connected with any Depositary Shares
or Preferred Stock unless satisfactory indemnity is furnished to United
HealthCare and/or the Depositary. United HealthCare and the Depositary may rely
upon written advice of counsel or accountants, or information provided by
persons presenting Preferred Stock for deposit, holders of Depositary Shares or
other persons believed to be competent and on documents believed to be genuine.
RESIGNATION AND REMOVAL OF DEPOSITARY
The Depositary may resign at any time by delivering notice to United
HealthCare. United HealthCare may also remove the Depositary at any time.
Resignations or removals will take effect upon the appointment of a successor
depositary and its acceptance of the appointment. The successor depositary must
be appointed within 60 days after delivery of the notice of resignation or
removal and must be a bank or trust company having its principal office in the
United States and having a combined capital and surplus of at least $50
million.
DESCRIPTION OF SECURITIES WARRANTS
This section describes the general terms and provisions of the Securities
Warrants (as defined below). The Prospectus Supplement will describe the
specific terms of the Securities Warrants offered through that Prospectus
Supplement and any general terms outlined in this section that will not apply
to those Securities Warrants.
United HealthCare may issue warrants for the purchase of Senior Debt
Securities, Subordinated Debt Securities, Preferred Stock,
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Depositary Shares or Common Stock ("Securities Warrants"). Securities Warrants
may be issued alone or together with Senior Debt Securities, Subordinated Debt
Securities, Preferred Stock, Depositary Shares or Common Stock offered by any
Prospectus Supplement and may be attached to or separate from those securities.
Each series of Securities Warrants will be issued under Securities Warrant
Agreements between United HealthCare and a bank or trust company, as warrant
agent ("Securities Warrant Agent"), which will be described in the applicable
Prospectus Supplement. The Securities Warrant Agent will act solely as an agent
of United HealthCare in connection with the Securities Warrants and will not
act as an agent or trustee for any holders or beneficial holders of Securities
Warrants.
This section summarizes certain terms and provisions of the Securities Warrant
Agreements and Securities Warrants. The summary is not complete. You should
read the applicable forms of Securities Warrant Agreement and Securities
Warrant Certificate (as defined below) for additional information before you
buy any Securities Warrants.
The forms of Securities Warrant Agreements and the certificates representing
the Securities Warrants ("Securities Warrant Certificates") have been filed as
exhibits to the registration statement.
GENERAL
If United HealthCare offers Securities Warrants, the applicable Prospectus
Supplement will describe their terms. If Securities Warrants for the purchase
of Senior Debt Securities or Subordinated Debt Securities are offered, the
applicable Prospectus Supplement will describe the terms of such Securities
Warrants, including the following if applicable:
. the offering price;
. the currencies in which such Securities Warrants are being offered;
. the designation, aggregate principal amount, currencies, denominations and
terms of the series of the Senior Debt Securities or Subordinated Debt
Securities that can be purchased if a holder exercises such Securities
Warrants;
. the designation and terms of any series of Senior Debt Securities,
Subordinated Debt Securities, Preferred Stock or Depositary Shares with which
such Securities Warrants are being offered and the number of Securities
Warrants offered with each Senior Debt Security, Subordinated Debt Security,
share of Preferred Stock, Depositary Share or share of Common Stock;
. the date on and after which the holder of such Securities Warrants can
transfer them separately from the related Common Stock or series of Senior
Debt Securities, Subordinated Debt Securities, Preferred Stock or Depositary
Shares;
. the principal amount of the series of Senior Debt Securities or Subordinated
Debt Securities that can be purchased if a holder exercises such Securities
Warrant and the price at which and currencies in which such principal amount
may be purchased upon exercise;
. the date on which the right to exercise such Securities Warrants begins and
the date on which such right expires;
. United States federal income tax consequences; and
. any other terms of such Securities Warrants.
Securities Warrants for the purchase of Senior Debt Securities and Subordinated
Debt Securities will be in registered form only.
If Securities Warrants for the purchase of Preferred Stock, Depositary Shares
or Common
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Stock are offered, the applicable Prospectus Supplement will describe the terms
of such
Securities Warrants, including the following where applicable:
. the offering price;
. the total number of shares that can be purchased if a holder of such
Securities Warrants exercises them and, in the case of Securities Warrants
for Preferred Stock or Depositary Shares, the designation, total number and
terms of the series of Preferred Stock that can be purchased upon exercise or
that are underlying the Depositary Shares that can be purchased upon
exercise;
. the designation and terms of the series of Senior Debt Securities,
Subordinated Debt Securities, Preferred Stock or Depositary Shares with which
such Securities Warrants are being offered and the number of Securities
Warrants being offered with each Senior Debt Security, Subordinated Debt
Security, share of Preferred Stock, Depositary Share or share of Common
Stock;
. the date on and after which the holder of such Securities Warrants can
transfer them separately from the related Common Stock or series of Senior
Debt Securities, Subordinated Debt Securities, Preferred Stock or Depositary
Shares;
. the number of shares of Preferred Stock, Depositary Shares or shares of
Common Stock that can be purchased if a holder exercises such Securities
Warrant and the price at which such Preferred Stock, Depositary Shares or
Common Stock may be purchased upon each exercise;
. the date on which the right to exercise such Securities Warrants begins and
the date on which such right expires;
. United States federal income tax consequences; and
. any other terms of such Securities Warrants.
Securities Warrants for the purchase of Preferred Stock, Depositary Shares or
Common Stock will be in registered form only.
A holder of Securities Warrant Certificates may (1) exchange them for new
certificates of different denominations, (2) present them for registration of
transfer and (3) exercise them at the corporate trust office of the Securities
Warrant Agent or any other office indicated in the applicable Prospectus
Supplement. Until any Securities Warrants to purchase Senior Debt Securities or
Subordinated Debt Securities are exercised, the holder of such Securities
Warrants will not have any of the rights of Holders of the Senior Debt
Securities or Subordinated Debt Securities that can be purchased upon exercise,
including any right to receive payments of principal, premium or interest on
the underlying Senior Debt Securities or Subordinated Debt Securities or to
enforce covenants in the applicable indenture. Until any Securities Warrants to
purchase Preferred Stock, Depositary Shares or Common Stock are exercised,
holders of such Securities Warrants will not have any rights of holders of the
underlying Preferred Stock, Depositary Shares or Common Stock, including any
right to receive dividends or to exercise any voting rights.
EXERCISE OF SECURITIES WARRANTS
Each holder of a Securities Warrant is entitled to purchase the principal
amount of Senior Debt Securities or Subordinated Debt Securities or number of
shares of Preferred Stock, Depositary Shares or shares of Common Stock, as the
case may be, at the exercise price described in the applicable Prospectus
Supplement. After the close of business on the day when the right to exercise
terminates (or a later date if United HealthCare extends the time for
exercise), unexercised Securities Warrants will become void.
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A holder of Securities Warrants may exercise them by following the general
procedure outlined below:
. delivering to the Securities Warrant Agent the payment required by the
applicable Prospectus Supplement to purchase the underlying security;
. properly completing and signing the reverse side of the Securities Warrant
Certificate representing the Securities Warrants; and
. delivering the Securities Warrant Certificate representing the Securities
Warrants to the Securities Warrant Agent within five business days of the
Securities Warrant Agent receiving payment of the exercise price.
If you comply with the procedures described above, your Securities Warrants
will be considered to have been exercised when the Securities Warrant Agent
receives payment of the exercise price. After you have completed those
procedures, United HealthCare will, as soon as practicable, issue and deliver
to you the Senior Debt Securities, Subordinated Debt Securities, Preferred
Stock, Depositary Shares or Common Stock that you purchased upon exercise. If
you exercise fewer than all of the Securities Warrants represented by a
Securities Warrant Certificate, a new Securities Warrant Certificate will be
issued to you for the unexercised amount of Securities Warrants. Holders of
Securities Warrants will be required to pay any tax or governmental charge that
may be imposed in connection with transferring the underlying securities in
connection with the exercise of the Securities Warrants.
AMENDMENTS AND SUPPLEMENTS TO SECURITIES WARRANT AGREEMENTS
United HealthCare may amend or supplement a Securities Warrant Agreement
without the consent of the holders of the applicable Securities Warrants if the
changes are not inconsistent with the provisions of the Securities Warrants and
do not materially adversely affect the interests of the holders of the
Securities Warrants. United HealthCare and the Securities Warrant Agent may
also modify or amend a Securities Warrant Agreement and the terms of the
Securities Warrants if a majority of the then outstanding unexercised
Securities Warrants affected by the modification or amendment consent. However,
no modification or amendment that accelerates the expiration date, increases
the exercise price, reduces the majority consent requirement for any such
modification or amendment, or otherwise materially adversely affects the rights
of the holders of the Securities Warrants may be made without the consent of
each holder affected by the modification or amendment.
COMMON STOCK WARRANT ADJUSTMENTS
Unless the applicable Prospectus Supplement states otherwise, the exercise
price of, and the number of shares of Common Stock covered by, a Common Stock
Warrant will be adjusted in the manner set forth in the applicable Prospectus
Supplement if certain events occur, including:
. if United HealthCare issues capital stock as a dividend or distribution on
the Common Stock;
. if United HealthCare subdivides, reclassifies or combines the Common Stock;
. if United HealthCare issues rights or warrants to all holders of Common Stock
entitling them (for a period expiring 45 days after the date fixed for
determining the shareholders entitled to receive such rights or warrants) to
purchase Common Stock at less than the current market price (as defined in
the Warrant Agreement for such series of Common Stock Warrants); or
. if United HealthCare distributes to all holders of Common Stock evidences of
its
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indebtedness or its assets (excluding certain cash dividends and distributions
described below) or rights or warrants (excluding those referred to above).
Except as stated above, the exercise price and number of shares of Common Stock
covered by a Common Stock Warrant will not be adjusted if United HealthCare
issues Common Stock or any securities convertible into or exchangeable for
Common Stock, or securities carrying the right to purchase Common Stock or
securities convertible into or exchangeable for Common Stock.
Holders of Common Stock Warrants may have additional rights under the following
circumstances:
. a reclassification or change of the Common Stock;
. a consolidation or merger involving United HealthCare; or
. a sale or conveyance to another corporation of all or substantially all of
the property and assets of United HealthCare.
If one of the above transactions occurs and holders of United HealthCare's
Common Stock are entitled to receive stock, securities, other property or
assets (including cash) with respect to or in exchange for such Common Stock,
the holders of the Common Stock Warrants then outstanding will be entitled to
receive upon exercise of their Common Stock Warrants the kind and amount of
shares of stock and other securities or property that they would have received
upon the reclassification, change, consolidation, merger, sale or conveyance if
they had exercised their Common Stock Warrants immediately before the
transaction.
DESCRIPTION OF THE
PREFERRED SECURITIES
GENERAL
This section describes the general terms and provisions of the Preferred
Securities that may be offered by this Prospectus. The Prospectus Supplement
will describe the specific terms of the series of the Preferred Securities
offered under that Prospectus Supplement and any general terms outlined in this
section that will not apply to those Preferred Securities.
The Trust Agreement of each Trust authorizes the Administrative Trustees to
issue on behalf of such Trust one series of Preferred Securities and one series
of Common Securities containing the terms described in a Prospectus Supplement.
The proceeds from the sale of the Preferred Securities and Common Securities
will be used by each Trust to purchase a series of Junior Subordinated Debt
Securities from United HealthCare. The Junior Subordinated Debt Securities will
be held in trust by the Property Trustee for your benefit and the benefit of
the holder of the Common Securities.
Under the Guarantee, United HealthCare will agree to make payments of
distributions and payments on redemption or liquidation with respect to the
Preferred Securities, to the extent that the related Trust holds funds
available therefor and has not made such payments. See "DESCRIPTION OF THE
GUARANTEE."
The assets of each Trust available for distribution to you will be limited to
payments received from United HealthCare under the Corresponding Junior
Subordinated Debt Securities. If United HealthCare fails to make a payment on
such Corresponding Junior Subordinated Debt Securities, the Property Trustee
will not have sufficient funds to make related payments, including
distributions, on the Preferred Securities.
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Each Guarantee, when taken together with United HealthCare's obligations under
the Corresponding Junior Subordinated Debt Securities and the Junior
Subordinated Indenture, the applicable Trust Agreement and the Expense
Agreement (as defined below), will provide a full and unconditional guarantee
of amounts due on the Preferred Securities issued by each Trust.
The Trust Agreement will be qualified as an indenture under the Trust Indenture
Act.
The Preferred Securities will have the terms described in the applicable Trust
Agreement or made part of such Trust Agreement by the Trust Indenture Act or
the Delaware Business Trust Act. The terms of the Preferred Securities will
mirror the terms of the Junior Subordinated Debt Securities held by each Trust.
Each Trust will redeem an amount of Preferred Securities equal to the amount of
any Corresponding Junior Subordinated Debt Securities redeemed.
Specific terms relating to the Preferred Securities will be described in the
applicable Prospectus Supplement, including:
. the name of the Preferred Securities;
. the dollar amount and number of Preferred Securities issued;
. the annual distribution rate(s) (or method of determining such rate(s)), the
payment date(s) and the record dates used to determine the holders who are to
receive distributions;
. the date from which distributions shall be cumulative;
. the optional redemption provisions, if any, including the prices, time
periods and other terms and conditions for which the Preferred Securities
shall be purchased or redeemed, in whole or in part;
. the terms and conditions, if any, upon which the Junior Subordinated Debt
Securities may be distributed to you by the Trusts;
. any securities exchange on which the Preferred Securities may be listed;
. whether the Preferred Securities are to be issued in book-entry form and
represented by one or more global certificates, and if so, the depositary for
such global certificates and the specific terms of the
depositary arrangements; and
. any other relevant rights, preferences, privileges, limitations or
restrictions of the Preferred Securities.
The Prospectus Supplement will also describe certain United States federal
income tax considerations applicable to any offering of Preferred Securities.
REDEMPTION OR EXCHANGE
MANDATORY REDEMPTION. If any Corresponding Junior Subordinated Debt Securities
are repaid or redeemed in whole or in part, whether at maturity or upon earlier
redemption, the Property Trustee will use the proceeds from such repayment or
redemption to redeem a Like Amount (as defined on page 44) of the Preferred
Securities and Common Securities. The Property Trustee will give you at least
30 days' notice, but not more than 60 days' notice, before the Redemption Date
(as defined below). The Preferred Securities and (unless there is a default
under the Junior Subordinated Debt Securities) the Common Securities will be
redeemed at a redemption price equal to the aggregate Liquidation Amount (as
defined on page 45) of such Preferred Securities and Common Securities plus
accumulated but unpaid distributions thereon to the date of redemption
("Redemption Date") and the related amount of the premium, if any, paid by
United HealthCare ("Redemption Price") upon
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the concurrent redemption of such Corresponding Junior Subordinated Debt
Securities. See "DESCRIPTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES--
Redemption."
If less than all of any series of Corresponding Junior Subordinated Debt
Securities are to be repaid or redeemed on a Redemption Date, then the proceeds
from such repayment or redemption shall be allocated, pro rata, to the
redemption of the related Preferred Securities and the Common Securities.
United HealthCare may redeem any series of Corresponding Junior Subordinated
Debt Securities:
. on or after such date as may be specified in the applicable Prospectus
Supplement, in whole at any time or in part from time to time;
. at any time, in whole (but not in part), upon the occurrence of a Tax Event
or an Investment Company Event (as defined on page 22); or
. as may be otherwise specified in the applicable Prospectus Supplement.
DISTRIBUTION OF CORRESPONDING JUNIOR SUBORDINATED DEBT SECURITIES. United
HealthCare may at any time terminate any Trust and, after satisfaction of the
liabilities of creditors of such Trust as provided by applicable law, cause
such Corresponding Junior Subordinated Debt Securities relating to the
Preferred Securities and Common Securities issued by such Trust to be
distributed to you and the holders of the Common Securities in liquidation of
the Trust.
TAX EVENT OR INVESTMENT COMPANY EVENT REDEMPTION. If a Tax Event or Investment
Company Event relating to a series of Preferred Securities and Common
Securities shall occur and be continuing, United HealthCare may redeem the
Corresponding Junior Subordinated Debt Securities in whole (but not in part).
This will cause a mandatory redemption of all of the related Preferred
Securities and Common Securities at the Redemption Price within 90 days
following the occurrence of such Tax Event or Investment Company Event.
If a Tax Event or Investment Company Event relating to a series of Preferred
Securities and Common Securities occurs and is continuing and United HealthCare
elects not to redeem the Corresponding Junior Subordinated Debt Securities or
to terminate the related Trust and cause the Corresponding Junior Subordinated
Debt Securities to be distributed to holders of such Preferred Securities and
Common Securities as described above, such Preferred Securities and Common
Securities will remain outstanding and Additional Sums (as defined below) may
be payable on the Corresponding Junior Subordinated Debt Securities.
"Additional Sums" means the additional amounts required to be paid so that the
amount of distributions due and payable by a Trust on outstanding Preferred
Securities and Common Securities shall not be reduced because of any additional
taxes, duties and other governmental charges to which such Trust is subject
because of a Tax Event.
"Like Amount" means:
. with respect to a redemption of any series of Preferred Securities and Common
Securities, Preferred Securities and Common Securities of such series having
a Liquidation Amount (as defined below) equal to that portion of the
principal amount of Corresponding Junior Subordinated Debt Securities to be
contemporaneously redeemed. The Like Amount will be allocated to the Common
Securities and to the Preferred Securities based upon their relative
Liquidation Amounts. The proceeds will be used to pay
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the Redemption Price of such Preferred Securities and Common Securities; and
. with respect to a distribution of Corresponding Junior Subordinated Debt
Securities to holders of any series of Preferred Securities and Common
Securities, Corresponding Junior Subordinated Debt Securities having a
principal amount equal to the Liquidation Amount of the related Preferred
Securities and Common Securities.
"Liquidation Amount" means, unless otherwise provided in the applicable
Prospectus Supplement, $25 per Preferred Security and Common Security.
Once the liquidation date is fixed for any distribution of Corresponding Junior
Subordinated Debt Securities for any series of Preferred Securities:
. such series of Preferred Securities will no longer be deemed to be
outstanding;
. The Depository Trust Company, New York, New York ("DTC"), or its nominee, as
the record holder of such series of Preferred Securities, will receive a
registered global certificate or certificates representing the Corresponding
Junior Subordinated Debt Securities to be delivered upon such distribution;
and
. certificates representing such series of Preferred Securities not held by DTC
or its nominee will be deemed to represent the Corresponding Junior
Subordinated Debt Securities. Such certificates will bear accrued and unpaid
interest in an amount equal to the accrued and unpaid distributions on such
series of Preferred Securities until such certificates are presented to the
Administrative Trustees of the applicable Trust or their agent for transfer
or reissuance.
The market prices for the Preferred Securities or the Corresponding Junior
Subordinated Debt Securities cannot be assured. Accordingly, the Preferred
Securities that you may purchase, or the Corresponding Junior Subordinated Debt
Securities that you may receive on dissolution and liquidation of a Trust, may
trade at a discount to the price that you paid for the Preferred Securities
offered hereby.
REDEMPTION PROCEDURES
Preferred Securities redeemed on a Redemption Date shall be:
. redeemed at the Redemption Price with the applicable proceeds from the
contemporaneous redemption of the Corresponding Junior Subordinated Debt
Securities; and
. payable on each Redemption Date only to the extent that the related Trust has
funds on hand available for the payment of such Redemption Price.
If notice of redemption is given, then, by 12:00 noon, New York City time, on
the Redemption Date, to the extent funds are available, the Property Trustee
will deposit irrevocably with DTC funds sufficient to pay the applicable
Redemption Price and will give DTC irrevocable instructions and authority to
pay the Redemption Price to you. See "BOOK-ENTRY ISSUANCE." If such Preferred
Securities are no longer in book-entry form, the Property Trustee, to the
extent funds are available, will irrevocably deposit with the Paying Agent for
such Preferred Securities funds sufficient to pay the applicable Redemption
Price and will give such Paying Agent irrevocable instructions and authority to
pay the Redemption Price to you upon surrender of your certificates evidencing
such Preferred Securities.
Distributions payable on or prior to the Redemption Date for any Preferred
Securities called for redemption shall be payable to the
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holders on the relevant record dates for the related distribution dates.
If notice of redemption is given and funds deposited as required, all of your
rights will cease, except your right to receive the Redemption Price, and such
Preferred Securities will cease to be outstanding.
If a Redemption Date is not a business day, then payment of the Redemption
Price payable on such date will be made on the next succeeding day which is a
business day (and without any interest or other payment in respect of any such
delay). However, if such business day falls in the next calendar year, such
payment will be made on the immediately preceding business day.
If payment of the Redemption Price of the Preferred Securities called for
redemption is improperly withheld or refused and not paid either by the Trust
or by United HealthCare pursuant to the Guarantee, then distributions on such
Preferred Securities will continue to accrue at the then applicable rate from
the Redemption Date to the date such Redemption Price is actually paid. In this
case the actual payment date will be the Redemption Date for purposes of
calculating the Redemption Price.
Subject to applicable law (including, without limitation, federal securities
law), United HealthCare or its subsidiaries may at any time and from time to
time purchase outstanding Preferred Securities by tender offer, in the open
market or by private agreement.
Payment of the Redemption Price on the Preferred Securities and any
distribution of Corresponding Junior Subordinated Debt Securities to holders of
Preferred Securities shall be payable to the holders on the relevant record
date. The record date shall be one business day prior to the relevant
Redemption Date or liquidation date, as applicable. However, if the Preferred
Securities are not in book-entry form, the relevant record date for such
Preferred Securities shall be at least 15 days prior to the Redemption Date or
liquidation date.
If less than all of the Preferred Securities and Common Securities issued by a
Trust are to be redeemed on a Redemption Date, then the aggregate Liquidation
Amount of such Preferred Securities and Common Securities to be redeemed shall
be allocated pro rata to the Preferred Securities and the Common Securities
based upon the relative Liquidation Amounts of such classes. The Property
Trustee will select the Preferred Securities to be redeemed on a pro rata basis
not more than 60 days prior to the Redemption Date, by a method deemed fair and
appropriate by it. The Property Trustee will promptly notify the registrar in
writing of the Preferred Securities selected for redemption and, in the case of
any Preferred Securities selected for partial redemption, the Liquidation
Amount thereof to be redeemed.
You will receive notice of any redemption at least 30 days but not more than 60
days before the Redemption Date at your registered address. Unless United
HealthCare defaults in the payment of the Redemption Price on the Corresponding
Junior Subordinated Debt Securities, on and after the Redemption Date interest
will cease to accrue on such Junior Subordinated Debt Securities or portions
thereof (and distributions will cease to accrue on the related Preferred
Securities or portions thereof) called for redemption.
SUBORDINATION OF COMMON SECURITIES
Payment of distributions on, and the Redemption Price of, each Trust's
Preferred Securities and Common Securities, as applicable, shall be made pro
rata based on the liquidation amount of such Preferred Securities
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and Common Securities. However, if an event of default under the Junior
Subordinated Indenture shall have occurred and is continuing, no payment may be
made on any of the Trust's Common Securities, unless all unpaid amounts on each
of the Trust's outstanding Preferred Securities shall have been made or
provided for in full.
If an event of default under the Junior Subordinated Indenture has occurred and
is continuing, United HealthCare as holder of such Trust's Common Securities
will be deemed to have waived any right to act with respect to any such event
of default under the applicable Trust Agreement until the effect of all such
events of default with respect to such Preferred Securities have been cured,
waived or otherwise eliminated. Until any such events of default under the
applicable Trust Agreement with respect to the Preferred Securities have been
so cured, waived or otherwise eliminated, the Property Trustee will act solely
on your behalf and not on behalf of United HealthCare as holder of the Trust's
Common Securities, and only you and the other holders of Preferred Securities
will have the right to direct the Property Trustee to act on your behalf.
LIQUIDATION DISTRIBUTION UPON TERMINATION
Each Trust Agreement states that each Trust shall be automatically terminated
upon the expiration of the term of such Trust and shall also be terminated on
the first to occur of:
. the bankruptcy, dissolution or liquidation of United HealthCare;
. the distribution of a Like Amount of the Junior Subordinated Debt Securities
directly to the holders of the Preferred Securities and Common Securities.
For this distribution, United HealthCare must give at least 30 days written
notice to the Junior Subordinated Trustees;
. the redemption of all of the Preferred Securities and Common Securities of a
Trust; and
. a court order for the dissolution of a Trust is entered.
If dissolution of a Trust occurs as described in the first, second and fourth
bullets above, the applicable Junior Subordinated Trustee shall liquidate such
Trust as quickly as possible. After paying all amounts owed to creditors, the
Junior Subordinated Trustee will distribute to the holders of the Preferred
Securities and the Common Securities either:
. a Like Amount of Junior Subordinated Debt Securities; or
. if the distribution of the Junior Subordinated Debt Securities is determined
by the Property Trustee not to be practical, cash assets equal to the
aggregate Liquidation Amount per Preferred Security and Common Security
specified in an accompanying Prospectus Supplement, plus accumulated and
unpaid distributions thereon to the date of payment.
If a Trust cannot pay the full amount due on its Preferred Securities and
Common Securities because insufficient assets are available for payment, then
the amounts payable by such Trust on its Preferred Securities and Common
Securities shall be paid pro rata. However, if an event of default under the
Junior Subordinated Indenture has occurred and is continuing, the total amounts
due on the Preferred Securities shall be paid before any distribution on the
Common Securities.
EVENTS OF DEFAULT; NOTICE
The following are events of default under the Trust Agreements with respect to
any series of Preferred Securities issued:
. the occurrence of an event of default under the Junior Subordinated
Indenture;
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. failure by the Property Trustee to pay any distribution when due and such
failure continues for 30 days;
. failure by the Property Trustee to pay any Redemption Price when due;
. failure to perform in any material respect, any other covenant or warranty by
the Junior Subordinated Trustees in a Trust Agreement for a period of 60 days
after the defaulting Junior Subordinated Trustee receives notice from holders
of at least 25% in aggregate principal amount of the outstanding Preferred
Securities; or
. certain events of bankruptcy or insolvency with respect to the Property
Trustee, and the failure by United HealthCare to appoint a successor Property
Trustee within 60 days of such bankruptcy or insolvency.
Within five business days after an event of default under the Trust Agreement
known to the Property Trustee, the Property Trustee will notify you and the
holders of the Common Securities, the Administrative Trustees and United
HealthCare, unless such event of default has been cured or waived.
United HealthCare and the Administrative Trustees must file annually with the
Property Trustee a certificate stating whether or not they are in compliance
with all the applicable conditions and covenants under the applicable Trust
Agreement.
If the Property Trustee fails to enforce its rights under a Trust Agreement or
the Junior Subordinated Indenture to the fullest extent permitted by law, and
subject to the terms of such Trust Agreement and the Junior Subordinated
Indenture, you may sue United HealthCare, or seek other remedies, to enforce
the Property Trustee's rights under such Trust Agreement or the Junior
Subordinated Indenture with respect to Junior Subordinated Debt Securities
having a principal amount equal to the Liquidation Amount of your Preferred
Securities without first instituting a legal proceeding against the Property
Trustee or any other person.
If any action under the Junior Subordinated Indenture is entitled to be taken
by the holders of at least a specified percentage of the principal amount of
the Junior Subordinated Debt Securities, holders of the same percentage of the
Liquidation Amount of Preferred Securities may take such action if it is not
taken by the Property Trustee. However, if United HealthCare fails to pay
principal, premium or interest on the Junior Subordinated Debt Securities, you
may sue United HealthCare, or seek other remedies, to collect your pro rata
share of payments owed.
REMOVAL OF JUNIOR SUBORDINATED TRUSTEES
Unless an event of default under a Trust Agreement has occurred and is
continuing, any Junior Subordinated Trustee may be removed and replaced at any
time by United HealthCare. If an event of default under a Trust Agreement has
occurred and is continuing, the Property Trustee and the Delaware Trustee may
be removed or replaced by the holders of at least a majority in Liquidation
Amount of the outstanding Preferred Securities. Only United HealthCare has the
right to remove or replace the Administrative Trustees. No resignation or
removal of any of the Junior Subordinated Trustees and no appointment of a
successor Junior Subordinated Trustee shall be effective until the acceptance
of appointment by the successor Junior Subordinated Trustee in accordance with
the provisions of the applicable Trust Agreement.
CO-TRUSTEES AND SEPARATE PROPERTY TRUSTEE
Unless an event of default under a Trust Agreement has occurred and is
continuing, the
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holder of the Common Securities and the Administrative Trustees shall have the
power:
. to appoint one or more persons approved by the Property Trustee either to act
as co-trustee, jointly with the Property Trustee, of all or any part of the
trust property, or to act as separate Junior Subordinated Trustee of any
trust property, in either case with the powers as may be provided in the
instrument of appointment; and
. to vest in such person(s) any property, title, right or power deemed
necessary or desirable, subject to the provisions of the applicable Trust
Agreement.
If an event of default under a Trust Agreement has occurred and is continuing,
only the Property Trustee may appoint a co-trustee or separate property
trustee.
MERGER OR CONSOLIDATION OF JUNIOR SUBORDINATED TRUSTEES
If any of the Junior Subordinated Trustees merge, convert, or consolidate with
or into another entity or sells its Trust operations to another entity, the new
entity shall be the successor of such Junior Subordinated Trustee under each
Trust Agreement, provided such corporation or other entity shall be qualified
and eligible to be a Junior Subordinated Trustee.
MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUST
A Trust may not merge with or into, consolidate, amalgamate, or be replaced by,
or transfer or lease all or substantially all of its properties and assets to
any other entity ("Merger Event"), except as described below. A Trust may, at
United HealthCare's request, with the consent of the Administrative Trustees
and without your consent, merge with or into, consolidate, amalgamate or be
replaced by another Trust provided that:
. the successor entity either (1) expressly assumes all of the obligations of
the Trust relating to the Preferred Securities or (2) substitutes for the
Preferred Securities other securities with terms substantially similar to
such Preferred Securities (successor securities) so long as the successor
securities rank the same as the Preferred Securities for distributions and
payments upon liquidation, redemption and otherwise;
. United HealthCare expressly appoints a trustee of such successor entity who
has the same powers and duties as the Property Trustee of such Trust with
respect to the Junior Subordinated Debt Securities;
. the successor securities are listed or will be listed on the same national
securities exchange or other organization that the Preferred Securities are
listed on;
. the Merger Event does not cause the Preferred Securities or successor
securities to be downgraded by any national statistical rating organization;
. the Merger Event does not adversely affect the rights, preferences and
privileges of the holders of the Preferred Securities or successor securities
in any material way;
. such successor entity has a purpose substantially similar to that of such
Trust;
. prior to the Merger Event, United HealthCare has received an opinion of
counsel stating that:
(i) such Merger Event does not adversely affect the rights of the holders of
the Preferred Securities or any successor securities in any material way;
and
(ii) following the Merger Event, neither such Trust nor such successor entity
will be required to register as an investment
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company under the Investment Company Act; and
. United HealthCare owns all of the Common Securities of such successor entity
and guarantees such successor entity's obligations under the successor
securities in the same manner provided by the related Guarantee.
The Trusts and any successor entity must always be classified as grantor trusts
for federal tax purposes unless all of the holders of the Preferred Securities
approve otherwise.
VOTING RIGHTS; AMENDMENT OF EACH TRUST AGREEMENT
You have no voting rights except as discussed under "DESCRIPTION OF THE
PREFERRED SECURITIES--Mergers, Consolidations, Amalgamations or Replacements of
the Trust" and "DESCRIPTION OF THE GUARANTEE--Amendments and Assignment," and
as otherwise required by law and the applicable Trust Agreement.
United HealthCare, the Property Trustee and the Administrative Trustees may
amend each Trust Agreement without your consent:
. to fix any ambiguity or inconsistency; or
. to modify, eliminate or add provisions to the applicable Trust Agreement as
shall be necessary to ensure that each Trust shall at all times be classified
as a grantor trust for federal income tax purposes.
United HealthCare and the Administrative Junior Subordinated Trustees may amend
each Trust Agreement for any other reason as long as the holders of at least a
majority in aggregate liquidation amount of the Preferred Securities agree, and
such Junior Subordinated Trustees receive an opinion of counsel which states
that the amendment will not affect the applicable Trust status as a grantor
trust for income tax purposes, or its exemption from regulation as an
investment company under the Investment Company Act, except to:
. change the amount and/or timing or otherwise adversely affect the method of
payment of any distribution or Liquidation Amount on the Preferred Securities
or Common Securities;
. restrict your right or the right of the Common Security holder to institute
suit for enforcement of any distribution or Liquidation Amount on the
Preferred Securities or Common Securities;
The changes described above require the approval of each holder of the
Preferred Securities affected.
So long as Corresponding Junior Subordinated Debt Securities of a Trust are
held by the Property Trustee of such Trust, the Junior Subordinated Trustees
shall not:
. direct the time, method and place of conducting any proceeding for any remedy
available to the Junior Subordinated Trustee or executing any trust or power
conferred on the Junior Subordinated Trustee with respect to such
Corresponding Junior Subordinated Debt Securities;
. waive any past default under Section 513 of the Junior Subordinated
Indenture;
. cancel an acceleration of the principal of the Corresponding Junior
Subordinated Debt Securities; or
. agree to any change in the Junior Subordinated Indenture or such
Corresponding Junior Subordinated Debt Securities, where the Junior
Subordinated Trustees' approval is required, without obtaining the prior
approval of the holders of at least a majority in the aggregate liquidation
amount of all outstanding related Preferred Securities. However, if the
Junior Subordinated Indenture requires the consent
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of each holder of Corresponding Junior Subordinated Debt Securities that is
affected, then the Property Trustee must get approval of all holders of
Preferred Securities.
The Junior Subordinated Trustees cannot change anything previously approved by
you without getting you to approve the change. The Property Trustee shall
notify you of any notice of default relating to the Corresponding Junior
Subordinated Debt Securities.
In addition, prior to taking any of the foregoing actions, the Junior
Subordinated Trustees must obtain an opinion of counsel stating that the Trust
will continue to be classified as a grantor trust for federal income tax
purposes.
As described in each Trust Agreement, the Property Trustee may hold a meeting
to have you vote on a change or have you approve the change by written consent.
If your vote is taken or a consent is obtained, any Preferred Securities that
are owned by United HealthCare, the Junior Subordinated Trustees or any
affiliate of any of them shall, for purposes of the vote or consent, be treated
as if they were not outstanding.
GLOBAL PREFERRED SECURITIES
The Preferred Securities of a series may be issued in whole or in part in the
form of one or more global securities that will be deposited with, or on behalf
of, a depositary identified in the applicable Prospectus Supplement. The
specific terms of the depositary arrangements with respect to a series of
Preferred Securities will be described in the applicable Prospectus Supplement.
See "BOOK-ENTRY ISSUANCE."
PAYMENT AND PAYING AGENTS
Payments in respect of the Preferred Securities shall be made to a depositary,
which shall credit the relevant accounts at the depositary on the applicable
distribution dates or, if any Trust's Preferred Securities are not held by a
depositary, such payments shall be made by check mailed to the address of the
holder entitled thereto as such address shall appear on the register.
Unless otherwise specified in the applicable Prospectus Supplement, the Paying
Agent shall initially be the Property Trustee. The Paying Agent shall be
permitted to resign as Paying Agent upon 30 days' written notice to the
Property Trustee and United HealthCare. If the Property Trustee shall no longer
be the Paying Agent, the Administrative Trustees shall appoint a successor
(which shall be a bank or trust company acceptable to the Administrative
Trustees and United HealthCare) to act as Paying Agent.
REGISTRAR AND TRANSFER AGENT
Unless otherwise specified in the applicable Prospectus Supplement, the
Property Trustee will act as registrar and transfer agent for the Preferred
Securities.
Registration of transfers of Preferred Securities will be effected without
charge by or on behalf of each Trust, but upon payment of any tax or other
governmental charges that may be imposed in connection with any transfer or
exchange. No transfers of Preferred Securities called for redemption will be
registered.
INFORMATION CONCERNING THE PROPERTY TRUSTEE
The Property Trustee will perform only such duties as are specifically set
forth in each Trust Agreement. Upon an event of default under a Trust
Agreement, the Property Trustee must use the same degree of care and skill in
the exercise of its duties as a prudent person would exercise or use in the
conduct of his or her own affairs.
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The Property Trustee is under no obligation to exercise any of the powers given
it by the applicable Trust Agreement at your request unless it is offered
reasonable security or indemnity against the costs, expenses and liabilities
that it might incur.
If no event of default under a Trust Agreement has occurred and is continuing,
and the Property Trustee is required to decide between alternative courses of
action, construe ambiguous provisions in applicable Trust Agreement or is
unsure of the application of any provisions of the applicable Trust Agreement,
and the matter is not one on which you are entitled to vote, then the Property
Trustee shall:
. take such action as is directed by United HealthCare; and
. if not so directed, shall take such action as it deems advisable and in your
best interests, and in the best interests of the holders of the Preferred
Securities and Common Securities of the applicable Trust and will have no
liability except for its own bad faith, negligence or willful misconduct.
MISCELLANEOUS
The Administrative Trustees are authorized and directed to conduct the affairs
of and to operate the Trusts in such a way that:
. no Trust will be deemed to be an "investment company" required to be
registered under the Investment Company Act or to be taxed as a corporation
for federal income tax purposes;
. the Corresponding Junior Subordinated Debt Securities will be treated as
indebtedness of United HealthCare for federal income tax purposes.
In this connection, United HealthCare and the Administrative Trustees are
authorized to take any action, not inconsistent with applicable law or the
certificate of trust of each Trust or each Trust Agreement, that United
HealthCare and the Administrative Trustees determine in their discretion to be
necessary or desirable for such purposes.
You have no preemptive or similar rights. A Trust may not borrow money, issue
debt or mortgages, or pledge any of its assets.
GOVERNING LAW
Each Trust Agreement will be governed by and construed in accordance with the
laws of the State of Delaware.
DESCRIPTION OF THE GUARANTEE
GENERAL
United HealthCare will execute a Guarantee, for your benefit at the same time
that a Trust issues the Preferred Securities. The Guarantee will be qualified
as an indenture under the Trust Indenture Act. The Guarantee Trustee will hold
the Guarantee for your benefit.
United HealthCare will irrevocably agree to pay to you in full the Guarantee
Payments (as defined below) as and when due, regardless of any defense, right
of set-off or counterclaim which the Trust may have or assert other than the
defense of payment. The following payments, to the extent not paid by a Trust
("Guarantee Payments"), will be subject to the Guarantee:
. any accumulated and unpaid distributions required to be paid on such
Preferred Securities, to the extent that such Trust has funds available to
make the payment;
. the redemption price and all accrued and unpaid distributions to the date of
redemption with respect to Preferred Securities called for redemption, to the
extent that such Trust has funds available to make the payment; or
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. upon a voluntary or involuntary dissolution, winding up or liquidation of
such Trust (other than in connection with a distribution of Corresponding
Junior Subordinated Debt Securities to you or the redemption of all such
Preferred Securities), the lesser of:
(a) the aggregate of the Liquidation Amount specified in the Prospectus
Supplement for each Preferred Security plus all accrued and unpaid
distributions on the Preferred Securities to the date of payment; and
(b) the amount of assets of such Trust remaining available for distribution
to you.
Each Guarantee will be an irrevocable guarantee on a subordinated basis of the
related Trust's obligations under the Preferred Securities, but will apply only
to the extent that such related Trust has funds sufficient to make such
payments, and is not a guarantee of collection.
No single document executed by United HealthCare related to the issuance of the
Preferred Securities will provide for its full, irrevocable and unconditional
guarantee of the Preferred Securities. It is only the combined operation of the
applicable Guarantee, the applicable Trust Agreement, the Junior Subordinated
Indenture and the Expense Agreement that has the effect of providing a full,
irrevocable and unconditional guarantee of the Trust's obligations under its
Preferred Securities.
STATUS OF GUARANTEES
Each Guarantee will constitute an unsecured obligation of United HealthCare and
will rank:
. equally with the most senior Preferred Stock issued by United HealthCare
after the date of this Prospectus and with any guarantee entered into by
United HealthCare in respect of any preferred stock of any affiliate of
United HealthCare;
. subordinate and junior in right of payment to all other liabilities of United
HealthCare; and
. senior to the Common Stock.
Each Guarantee will rank equally with all Guarantees issued by United
HealthCare. The Guarantee will constitute a guarantee of payment and not of
collection (in other words you may sue United HealthCare, or seek other
remedies, to enforce your rights under the Guarantee without first suing any
other person or entity). Each Guarantee will be held for your benefit. Each
Guarantee will not be discharged except by payment of the Guarantee Payments in
full to the extent not previously paid by the Trust or upon distribution to you
of the corresponding series of Junior Subordinated Debt Securities.
AMENDMENTS AND ASSIGNMENT
Except with respect to any changes which do not adversely affect your rights in
any material respect (in which case your consent will not be required), the
Guarantee may only be amended with the prior approval of the holders of at
least a majority in aggregate Liquidation Amount of such outstanding Preferred
Securities. A description of the manner in which approval may be obtained is
described under "DESCRIPTION OF THE PREFERRED SECURITIES--Voting Rights;
Amendment of Each Trust Agreement." All guarantees and agreements contained in
each Guarantee will be binding on United HealthCare's successors, assigns,
receivers, trustees and representatives and shall inure to the benefit of the
holders of the related Preferred Securities then outstanding.
EVENTS OF DEFAULT
An event of default under each Guarantee occurs if United HealthCare fails to
make any
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of its required payments or perform its obligations under the Guarantee.
The holders of at least a majority in aggregate Liquidation Amount of the
related Preferred Securities will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Guarantee
Trustee relating to the Guarantee or to direct the exercise of any trust or
power given to the Guarantee Trustee under such Guarantee.
You may institute a legal proceeding directly against United HealthCare to
enforce your rights under such Guarantee without first instituting a legal
proceeding against the Trust, the Guarantee Trustee or any other person or
entity.
United HealthCare, as guarantor, is required to file annually with the
Guarantee Trustee a certificate as to whether or not United HealthCare is in
compliance with all the conditions and covenants applicable to it under the
Guarantee Agreement.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
The Guarantee Trustee, other than during the occurrence and continuance of an
event of default by United HealthCare in the performance of any Guarantee, will
only perform the duties that are specifically described in the Guarantee. After
an event of default with respect to any Guarantee, the Guarantee Trustee will
exercise the same degree of care and skill as a prudent person would exercise
or use in the conduct of his or her own affairs. Subject to this provision, the
Guarantee Trustee is under no obligation to exercise any of its powers as
described in the Guarantee at your request unless it is offered reasonable
indemnity against the costs, expenses and liabilities that it might incur.
TERMINATION OF PREFERRED SECURITIES GUARANTEES
Each Guarantee will terminate once the related Preferred Securities are paid in
full or upon distribution of the corresponding series of Junior Subordinated
Debt Securities to you. Each Guarantee will continue to be effective or will be
reinstated if at any time you are required to restore payment of any sums paid
under the Preferred Securities or such Guarantee.
GOVERNING LAW
The Guarantee will be governed by and construed in accordance with the laws of
the State of New York.
THE EXPENSE AGREEMENT
Pursuant to an Expense Agreement entered into by United HealthCare under each
Trust Agreement (the "Expense Agreement"), United HealthCare will irrevocably
and unconditionally guarantee, to each person or entity to whom the applicable
Trust becomes indebted or liable, the full payment of any costs, expenses or
liabilities of such Trust, other than such Trust obligations to you pursuant to
the terms of the Preferred Securities or such other similar interests.
RELATIONSHIP AMONG THE PREFERRED SECURITIES, THE CORRESPONDING JUNIOR
SUBORDINATED DEBT SECURITIES AND THE GUARANTEES
FULL AND UNCONDITIONAL GUARANTEE
Payments of distributions and other amounts due on the Preferred Securities (to
the extent the Trust has funds available for the payments) will be irrevocably
guaranteed by United
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HealthCare to the extent described under "DESCRIPTION OF THE GUARANTEE." No
single document executed by United HealthCare in connection with the issuance
of the Preferred Securities will provide for its full, irrevocable and
unconditional guarantee of the Preferred Securities. It is only the combined
operation of United HealthCare's obligations under the related Guarantee, the
related Trust Agreement, the corresponding series of Junior Subordinated Debt
Securities, the Junior Subordinated Indenture and the Expense Agreement that
has the effect of providing a full, irrevocable and unconditional guarantee of
the Trust's obligations under the related series of Preferred Securities.
If United HealthCare does not make payments on any series of Corresponding
Junior Subordinated Debt Securities, the related Trust will not pay
distributions or other amounts on the related Preferred Securities. The
Guarantee does not cover payments of distributions when the related Trust does
not have sufficient funds to pay such distributions. In such event, your remedy
is to sue United HealthCare, or seek other remedies, to enforce your rights
under the Guarantee without first instituting a legal proceeding against the
Guarantee Trustee.
SUFFICIENCY OF PAYMENTS
As long as United HealthCare makes payments of interest and other payments when
due on each series of Corresponding Junior Subordinated Debt Securities, such
payments will be sufficient to cover the payment of distributions and other
payments due on the related Preferred Securities, primarily because:
. the aggregate principal amount of each series of Corresponding Junior
Subordinated Debt Securities will be equal to the sum of the aggregate
liquidation amount of the related Preferred Securities and Common Securities;
. the interest rate and interest and other payment dates on each series of
Corresponding Junior Subordinated Debt Securities will match the distribution
rate and distribution and other payment dates for the related Preferred
Securities;
. United HealthCare shall pay for any and all costs, expenses and liabilities
of such Trust except such Trust's obligations to holders of its Preferred
Securities under such Preferred Securities; and
. each Trust Agreement provides that the Trust will not engage in any activity
that is not consistent with the limited purposes of such Trust.
Notwithstanding anything to the contrary in the Junior Subordinated Indenture,
United HealthCare has the right to set-off any payment it is otherwise required
to make thereunder with and to the extent United HealthCare has theretofore
made, or is concurrently on the date of such payment making, a payment under
the related Guarantee.
ENFORCEMENT RIGHTS OF HOLDERS OF PREFERRED SECURITIES
You may institute a legal proceeding directly against United HealthCare to
enforce your rights under the related Guarantee without first instituting a
legal proceeding against the Guarantee Trustee, the related Trust or any other
person or entity.
A default or event of default under any Senior and Subordinated Debt of United
HealthCare would not constitute a default or event of default under the Trust
Agreements. However, in the event of payment defaults under, or acceleration
of, Senior and Subordinated Debt of United HealthCare, the subordination
provisions of the Junior Subordinated Indenture provide that no payments may be
made in respect of the Corresponding Junior
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Subordinated Debt Securities until such Senior and Subordinated Debt has been
paid in full or any payment default thereunder has been cured or waived.
Failure to make required payments on any series of Corresponding Junior
Subordinated Debt Securities would constitute an event of default under the
Trust Agreements.
LIMITED PURPOSE OF ISSUERS
Each Trust's Preferred Securities evidence a beneficial interest in such Trust,
and each Trust exists for the sole purpose of issuing its Preferred Securities
and Common Securities and investing the proceeds thereof in Corresponding
Junior Subordinated Debt Securities. A principal difference between the rights
of a holder of a Preferred Security and a holder of a Corresponding Junior
Subordinated Debt Security is that a holder of a Corresponding Junior
Subordinated Debt Security is entitled to receive from United HealthCare the
principal amount of and interest accrued on Corresponding Junior Subordinated
Debt Securities held, while a holder of Preferred Securities is entitled to
receive distributions from such Trust (or from United HealthCare under the
applicable Guarantee) if and to the extent such Trust has funds available for
the payment of such distributions.
RIGHTS UPON TERMINATION
Upon any voluntary or involuntary termination winding up or liquidation of any
Trust involving a liquidation of the Corresponding Junior Subordinated Debt
Securities held by such Trust, you will be entitled to receive, out of assets
held by such Trust, the Liquidation Distribution in cash. See "DESCRIPTION OF
THE PREFERRED SECURITIES--Liquidation Distribution Upon Termination." Upon any
voluntary or involuntary liquidation or bankruptcy of United HealthCare, the
Property Trustee, as holder of the Corresponding Junior Subordinated Debt
Securities, would be a subordinated creditor of United HealthCare, subordinated
in right of payment to all Senior and Subordinated Debt, but entitled to
receive payment in full of principal, premium, if any, and interest, before any
of United HealthCare's common shareholders receive payments or distributions.
Since United HealthCare is the guarantor under each Guarantee and has agreed to
pay for all costs, expenses and liabilities of each Trust (other than the
Trust's obligations to you), your position and the position of a holder of such
Corresponding Junior Subordinated Debt Securities relative to other creditors
and to shareholders of United HealthCare in the event of liquidation or
bankruptcy of United HealthCare are expected to be substantially the same.
BOOK-ENTRY ISSUANCE
DTC may act as securities depositary for all of the Preferred Securities and
the Debt Securities, unless otherwise referred to in the Prospectus Supplement
relating to an offering of Preferred Securities or Debt Securities. The
Preferred Securities and the Debt Securities will be issued only as fully-
registered securities registered in the name of Cede & Co. (DTC's nominee). One
or more fully-registered global certificates may be issued for the Preferred
Securities of each Trust and the Debt Securities, representing in the aggregate
the total number of such Trust's Preferred Securities or aggregate principal
balance of Debt Securities, respectively, and will be deposited with DTC.
DTC is a limited purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New
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York Uniform Commercial Code, and a "clearing agency" registered pursuant to
the provisions of Section 17A of the Exchange Act. DTC holds securities that
its participants deposit with DTC. DTC also facilitates the settlement among
participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
participants' accounts, thereby eliminating the need for physical movement of
securities certificates. "Direct Participants" include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks and
trust companies that clear through or maintain custodial relationships with
Direct Participants, either directly or indirectly ("Indirect Participants").
The rules applicable to DTC and its Participants are on file with the SEC.
Purchases of Preferred Securities or Debt Securities within the DTC system must
be made by or through Direct Participants, which will receive a credit for the
Preferred Securities or Debt Securities on DTC's records. The ownership
interest of each actual purchaser of each Preferred Security and each Debt
Security ("Beneficial Owner") is in turn to be recorded on the Direct and
Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchases, but Beneficial Owners are expected to
receive written confirmations providing details of the transactions, as well as
periodic statements of their holdings, from the Direct or Indirect Participants
through which the Beneficial Owners purchased Preferred Securities or Debt
Securities. Transfers of ownership interests in the Preferred Securities or
Debt Securities are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in Preferred
Securities or Debt Securities, except in the event that use of the book-entry
system for the Preferred Securities of such Trust or Debt Securities is
discontinued.
DTC has no knowledge of the actual Beneficial Owners of the Preferred
Securities or Debt Securities; DTC's records reflect only the identity of the
Direct Participants to whose accounts such Preferred Securities or Debt
Securities are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants,
by Direct Participants to Indirect Participants, and by Direct Participants and
Indirect Participants to Beneficial Owners and the voting rights of Direct
Participants, Indirect Participants and Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Redemption notices will be sent to Cede & Co. as the registered holder of the
Preferred Securities or Debt Securities. If less than all of the Preferred
Securities of a Trust or the Debt Securities are being redeemed, DTC's current
practice is to determine by lot the amount of the interest of each Direct
Participant to be redeemed.
Although voting with respect to the Preferred Securities or the Debt Securities
is limited to the holders of record of the Preferred Securities or Debt
Securities, in those instances in which a vote is required, neither DTC nor
Cede & Co.
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will itself consent or vote with respect to Preferred Securities or Debt
Securities. Under its usual procedures, DTC would mail an omnibus proxy (the
"Omnibus Proxy") to the relevant Trustee as soon as possible after the record
date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to
those Direct Participants to whose accounts such Preferred Securities or Debt
Securities are credited on the record date (identified in a listing attached to
the Omnibus Proxy).
Distribution payments on the Preferred Securities or the Debt Securities will
be made by the relevant Trustee to DTC. DTC's practice is to credit Direct
Participants' accounts on the relevant payment date in accordance with their
respective holdings shown on DTC's records unless DTC has reason to believe
that it will not receive payments on such payment date. Payments by
Participants to Beneficial Owners will be governed by standing instructions and
customary practices and will be the responsibility of such Participant and not
of DTC, the relevant Trustee, the Trust thereof or United HealthCare, subject
to any statutory or regulatory requirements as may be in effect from time to
time. Payment of distributions to DTC is the responsibility of the relevant
Trustee, disbursement of such payments to Direct Participants is the
responsibility of DTC, and disbursements of such payments to the Beneficial
Owners is the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depositary with
respect to any of the Preferred Securities or the Debt Securities at any time
by giving reasonable notice to the relevant Trustee and United HealthCare. In
the event that a successor securities depositary is not obtained, definitive
Preferred Security or Debt Security certificates representing such Preferred
Securities or Debt Securities are required to be printed and delivered. United
HealthCare, at its option, may decide to discontinue use of the system of book-
entry transfers through DTC (or a successor depositary). After an event of
default, the holders of a majority in liquidation preference of Preferred
Securities or aggregate principal amount of Debt Securities under an indenture
may determine to discontinue the system of book-entry transfers through DTC. In
any such event, definitive certificates for such Preferred Securities or Debt
Securities will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system has
been obtained from sources that the Trusts and United HealthCare believe to be
accurate, but the Trusts and United HealthCare assume no responsibility for the
accuracy thereof. Neither the Trusts nor United HealthCare has any
responsibility for the performance by DTC or its Participants of their
respective obligations as described herein or under the rules and procedures
governing their respective operations.
PLAN OF DISTRIBUTION
United HealthCare may sell the securities (a) through underwriters or dealers,
(b) directly to one or more purchasers, or (c) through agents. The Prospectus
Supplement will include the names of underwriters, dealers or agents retained.
The Prospectus Supplement also will include the purchase price of the
securities, United HealthCare's proceeds from the sale, any underwriting
discounts or commissions and other items constituting underwriters'
compensation, and any securities exchanges on which the securities may be
listed.
The underwriters will acquire the securities for their own account. They may
resell the securities in one or more transactions, including negotiated
transactions, at a fixed public
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offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the securities will be subject to
certain conditions. The underwriters will be obligated to purchase all the
securities offered if any of the securities are purchased. Any initial public
offering price and any discounts or concessions allowed or re-allowed or paid
to dealers may be changed from time to time.
Underwriters, dealers, and agents that participate in the distribution of the
securities may be underwriters as defined in the Securities Act of 1933, as
amended ("Securities Act"), and any discounts or commissions received by them
from United HealthCare and any profit on the resale of the securities by them
may be treated as underwriting discounts and commissions under the Securities
Act.
United HealthCare may have agreements with the underwriters, dealers, and
agents to indemnify them against certain civil liabilities, including
liabilities under the Securities Act, or to contribute with respect to payments
which the underwriters, dealers or agents may be required to make.
Underwriters, dealers and agents may engage in transactions with, or perform
services for, United HealthCare or its subsidiaries in the ordinary course of
their businesses.
United HealthCare may authorize underwriters, dealers and agents to solicit
offers by certain specified institutions to purchase securities from United
HealthCare at the public offering price set forth in a Prospectus Supplement
pursuant to delayed delivery contracts providing for payment and delivery on a
specified date in the future. Such contracts will be subject only to those
conditions included in such Prospectus Supplement, and such Prospectus
Supplement will set forth the commission payable for solicitation of such
contracts.
Unless the Prospectus Supplement states otherwise, all securities except for
Common Stock will be new issues of securities with no established trading
market. Any underwriters who purchase securities from United HealthCare for
public offering and sale may make a market in such securities, but such
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. United HealthCare cannot give any assurance
concerning the liquidity of the trading market for any securities.
LEGAL MATTERS
Unless otherwise indicated in the applicable Prospectus Supplement, certain
legal matters will be passed upon for United HealthCare by David J. Lubben,
Esq., General Counsel to United HealthCare, or his successor, and for the
Trusts by special Delaware counsel to the Trusts.
EXPERTS
The consolidated balance sheets as of December 31, 1997 and 1996, and the
consolidated statements of operations, shareholders' equity and cash flows for
each of the three years in the period ended December 31, 1997, of United
HealthCare incorporated by reference in this Prospectus and elsewhere in the
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, which
is incorporated herein by reference in reliance upon the authority of said firm
as experts in giving said reports.
With respect to the unaudited condensed interim financial information for the
quarters ended March 31 and June 30, 1998 and 1997 of United HealthCare
incorporated by reference in this Prospectus and elsewhere in the registration
statement, Arthur Andersen LLP has applied
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limited procedures in accordance with professional standards for a review of
that information. However, their separate report thereon states that they did
not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their report on that
information should be restricted in light of the limited nature of the review
procedures applied. In addition, the accountants are not subject to the
liability provisions of Section 11 of the Securities Act for their reports on
the unaudited condensed interim financial information because these reports are
not "reports" or "parts" of the Prospectus or elsewhere in the registration
statement prepared or certified by the accountants within the meaning of
Sections 7 and 11 of the Securities Act.
----------------
You should rely only on the information incorporated by reference or provided
in this Prospectus Supplement or the Prospectus. United HealthCare has not
authorized anyone else to provide you with different information. Neither
United HealthCare, the Trusts nor the underwriters are making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this Prospectus or any Prospectus Supplement is
accurate as of any date other than the date on the front of those documents.
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$1,250,000,000
UNITED HEALTHCARE CORPORATION
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
DEPOSITARY SHARES
SECURITIES WARRANTS
UHC CAPITAL I
UHC CAPITAL II
UHC CAPITAL III
UHC CAPITAL IV
PREFERRED SECURITIES
Fully and Unconditionally Guaranteed,
as Described in this Prospectus, by
UNITED HEALTHCARE CORPORATION
----------------
PROSPECTUS
----------------
, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC registration fee.......................................... $ 291,900
Accountants' fees and expenses................................ 30,000
Attorneys' fees and expenses.................................. 100,000
Trustee's and Depositary fees and expenses.................... 25,000
Printing and engraving expenses............................... 75,000
State qualification fees and expenses......................... 25,000
Rating agencies' fees......................................... 250,000
Miscellaneous................................................. 203,100
----------
Total..................................................... $1,000,000
==========
</TABLE>
All fees and expenses other than the SEC registration fee are estimated. The
expenses listed above will be paid by United HealthCare.
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 HealthCare'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 HealthCare maintains a standard policy of officers' and directors'
insurance.
In the Underwriting Agreements, forms of which are filed as Exhibit 1.1 and 1.2
hereto, the Underwriters will agree to indemnify, under certain conditions,
United HealthCare, its directors, certain of its officers and persons who
control United HealthCare within the meaning of the Securities Act of 1933, as
amended (the "Act") against certain liabilities.
ITEM 16. LIST OF EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S> <C>
*1.1 Proposed form of Underwriting Agreement.
*1.2 Proposed form of Underwriting Agreement with respect to the
Preferred Securities (to be filed subsequently by Form 8-K).
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S> <C>
*4.1 Senior Indenture dated as of between United
HealthCare and The Bank of New York, as Senior Note Trustee.
*4.2 Subordinated Indenture dated as of between United
HealthCare and The Bank of New York, as Subordinated Note
Trustee.
*4.3 Junior Subordinated Indenture dated , 1998 between
United HealthCare and The Bank of New York, as Debenture
Trustee.
4.4 Certificate of Trust of UHC Capital I.
4.5 Certificate of Trust of UHC Capital II.
4.6 Certificate of Trust of UHC Capital III.
4.7 Certificate of Trust of UHC Capital IV.
4.8 Trust Agreement, with respect to UHC Capital I, dated October
20, 1998, between United HealthCare, The Bank of New York as
Property Trustee and Debenture Trustee and the Administrative
Trustees named therein.
4.9 Trust Agreement, with respect to UHC Capital II, dated October
20, 1998, between United HealthCare, The Bank of New York as
Property Trustee and Debenture Trustee and the Administrative
Trustees named therein.
4.10 Trust Agreement, with respect to UHC Capital III dated October
20, 1998, between United HealthCare, The Bank of New York as
Property Trustee and Debenture Trustee and the Administrative
Trustees named therein.
4.11 Trust Agreement, with respect to UHC Capital IV, dated October
20, 1998, between United HealthCare, The Bank of New York as
Property Trustee and Debenture Trustee and the Administrative
Trustees named therein.
*4.12 Form of Amended and Restated Trust Agreement.
*4.13 Form of Senior Debt Security (included as part of Exhibit
4.1).
*4.14 Form of Subordinated Debt Security (included as part of
Exhibit 4.2).
*4.15 Form of Preferred Security Certificate (included as part of
Exhibit 4.12).
*4.16 Form of Junior Subordinated Debt Security (included as part of
Exhibit 4.3).
*4.17 Form of Guarantee Agreement.
*4.18 Proposed Form of Certificate of Designation.
*4.19 Form of Deposit Agreement.
*4.20 Form of Depositary Receipt (included as part of Exhibit 4.19).
*4.21 Form of Common Stock Warrant Agreement.
*4.22 Form of Common Stock Warrant Certificate (included as part of
Exhibit 4.20).
*4.23 Form of Preferred Stock Warrant Agreement.
*4.24 Form of Preferred Stock Warrant Certificate (included as part
of Exhibit 4.23).
*4.24 Form of Debt Securities Warrant Agreement.
*4.25 Form of Debt Securities Warrant Certificate (included as part
of Exhibit 4.24).
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S> <C>
4.26 Second Restated Articles of Incorporation of United
HealthCare. (Incorporated by referenced to Exhibit 3(a) to
United HealthCare's Annual Report on Form 10-K for the year
ended December 31, 1996).
4.27 Certificate of Designations for United HealthCare's 5.75%
Series A Convertible Preferred Stock. (Included in Exhibit
4.26).
4.28 Restated Bylaws, as amended, of United HealthCare.
(Incorporated by reference to Exhibit 3(b) to United
HealthCare Annual Report on Form 10-K for the year ended
December 31, 1997).
*5.1 Opinion and consent of David J. Lubben, General Counsel of
United HealthCare as to the legality of the Debt Securities,
Preferred Stock and Guarantees to be issued by United
HealthCare.
*5.2 Opinion of special Delaware counsel as to the legality of the
Preferred Securities to be issued by UHC Capital I, UHC
Capital II, UHC Capital III and UHC Capital IV.
12.1 Computation of ratio of earnings to fixed charges.
12.2 Computation of ratio of earnings to fixed charges and
preferred stock dividends.
15.1 Letter re unaudited interim financial information.
23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of David J. Lubben, General Counsel of United
HealthCare (included as part of Exhibit 5.1).
*23.3 Consent of special Delaware counsel (included as part of
Exhibit 5.2).
24.1 Power of attorney from directors of United HealthCare signing
by an attorney-in-fact.
*25.1 Form T-1 Statement of Eligibility of The Bank of New York to
act as Senior Trustee and Subordinated Trustee under the
Senior Indenture and the Subordinated Indenture, respectively.
*25.2 Form T-1 Statement of Eligibility of The Bank of New York to
act as Trustee under the Junior Subordinated Indenture.
*25.3 Form T-1 Statement of Eligibility of The Bank of New York to
act as Trustee with respect to the Amended and Restated Trust
Agreement of UHC Capital I.
*25.4 Form T-1 Statement of Eligibility of The Bank of New York to
act as Trustee with respect to the Amended and Restated Trust
Agreement of UHC Capital II.
*25.5 Form T-1 Statement of Eligibility of The Bank of New York to
act as Trustee with respect to the Amended and Restated Trust
Agreement of UHC Capital III.
*25.6 Form T-1 Statement of Eligibility of The Bank of New York to
act as Trustee with respect to the Amended and Restated Trust
Agreement of UHC Capital IV.
*25.7 Form T-1 Statement of Eligibility of The Bank of New York to
act as Trustee under the Guarantee Agreement for the benefit
of the holders of Preferred Securities of UHC
Capital I.
*25.8 Form T-1 Statement of Eligibility of The Bank of New York to
act as Trustee under the Guarantee Agreement for the benefit
of the holders of Preferred Securities of UHC
Capital II.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S> <C>
*25.9 Form T-1 Statement of Eligibility of The Bank of New York to
act as Trustee under the Guarantee Agreement for the benefit
of the holders of Preferred Securities of UHC
Capital III.
*25.10 Form T-1 Statement of Eligibility of The Bank of New York to
act as Trustee under the Guarantee Agreement for the benefit
of the holders of Preferred Securities of UHC
Capital IV.
</TABLE>
- --------
* To be filed by Amendment.
ITEM 17. UNDERTAKINGS
Each of the undersigned registrants 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) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the 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) under the Securities Act 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; and
(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
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by United HealthCare 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.
Each of undersigned registrants hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
United HealthCare's annual report pursuant to section
II-4
<PAGE>
13(a) or section 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 each
registrant pursuant to the foregoing provisions, or otherwise, each 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 each registrant
of expenses incurred or paid by a director, officer or controlling person of
such 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, each 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-5
<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 OCTOBER 22 ,
1998.
UNITED HEALTHCARE CORPORATION
/s/ David J. Lubben
By___________________________________
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 OCTOBER 22, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ William W. McGuire President, Chief Executive Officer and
___________________________________________ Director
William W. McGuire (principal executive officer)
/s/ Arnold H. Kaplan Chief Financial Officer (principal
___________________________________________ financial officer)
Arnold H. Kaplan
/s/ Gregory J. Springer Chief Accounting Officer (principal
___________________________________________ accounting officer)
Gregory J. Springer
* 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
___________________________________________
Mary O. Mundinger
Director
___________________________________________
Robert L. Ryan
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Director
___________________________________________
William G. Spears
* Director
___________________________________________
Gail R. Wilensky
</TABLE>
/s/ David J. Lubben
*By__________________________________
David J. Lubben
As Attorney-In-Fact
II-7
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, UHC CAPITAL I
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL 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, AND STATE OF MINNESOTA, ON OCTOBER 22,
1998.
UHC CAPITAL I
By: UNITED HEALTHCARE CORPORATION,
as Depositor
/s/ David J. Lubben
By: ____________________________________
David J. Lubben, Secretary
II-8
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, UHC CAPITAL II
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL 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, AND STATE OF MINNESOTA, ON OCTOBER 22,
1998.
UHC CAPITAL II
By: UNITED HEALTHCARE CORPORATION,
as Depositor
/s/ David J. Lubben
By: ____________________________________
David J. Lubben, Secretary
II-9
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, UHC CAPITAL III
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL 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, AND STATE OF MINNESOTA, ON OCTOBER 22,
1998.
UHC CAPITAL III
By: UNITED HEALTHCARE CORPORATION,
as Depositor
/s/ David J. Lubben
By: ____________________________________
David J. Lubben, Secretary
II-10
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, UHC CAPITAL IV
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL 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, AND STATE OF MINNESOTA, ON OCTOBER 22,
1998.
UHC CAPITAL IV
By: UNITED HEALTHCARE CORPORATION,
as Depositor
/s/ David J. Lubben
By: ____________________________________
David J. Lubben, Secretary
II-11
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION PAGE
------ ----------- ----
<C> <S> <C>
*1.1 Proposed form of Underwriting Agreement......................
*1.2 Proposed form of Underwriting Agreement with respect to the
Preferred Securities (to be filed subsequently by Form 8-K)..
*4.1 Senior Indenture dated as of between United
HealthCare and The Bank of New York, as Senior Note Trustee..
*4.2 Subordinated Indenture dated as of between
United HealthCare and The Bank of New York, as Subordinated
Note Trustee.................................................
*4.3 Junior Subordinated Indenture dated , 1998 between
the Company and The Bank of New York, as Debenture Trustee...
4.4 Certificate of Trust of UHC Capital I........................
4.5 Certificate of Trust of UHC Capital II.......................
4.6 Certificate of Trust of UHC Capital III......................
4.7 Certificate of Trust of UHC Capital IV.......................
4.8 Trust Agreement, with respect to UHC Capital I, dated October
20, 1998, between United HealthCare, The Bank of New York as
Property Trustee and Debenture Trustee and the Administrative
Trustees named therein.......................................
4.9 Trust Agreement, with respect to UHC Capital II, dated
October 20, 1998, between United HealthCare, The Bank of New
York as Property Trustee and Debenture Trustee and the
Administrative Trustees named therein........................
4.10 Trust Agreement, with respect to UHC Capital III dated
October 20, 1998, between United HealthCare, The Bank of New
York as Property Trustee and Debenture Trustee and the
Administrative Trustees named therein........................
4.11 Trust Agreement, with respect to UHC Capital IV, dated
October 20, 1998, between United HealthCare, The Bank of New
York as Property Trustee and Debenture Trustee and the
Administrative Trustees named therein........................
*4.12 Form of Amended and Restated Trust Agreement.................
*4.13 Form of Senior Debt Security (included as part of Exhibit
4.1).........................................................
*4.14 Form of Subordinated Debt Security (included as part of
Exhibit 4.2).................................................
*4.15 Form of Preferred Security Certificate (included as part of
Exhibit 4.12)................................................
*4.16 Form of Junior Subordinated Debt Security (included as part
of Exhibit 4.3)..............................................
*4.17 Form of Guarantee Agreement..................................
*4.18 Proposed Form of Certificate of Designation..................
4.19 Form of Deposit Agreement....................................
4.20 Form of Depositary Receipt (included as part of Exhibit
4.19)........................................................
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NUMBER DESCRIPTION PAGE
------ ----------- ----
<C> <S> <C>
*4.21 Form of Common Stock Warrant Agreement.......................
*4.22 Form of Common Stock Warrant Certificate (included as part of
Exhibit 4.20)................................................
*4.23 Form of Preferred Stock Warrant Agreement....................
*4.24 Form of Preferred Stock Warrant Certificate (included as part
of Exhibit 4.23).............................................
*4.24 Form of Debt Securities Warrant Agreement....................
*4.25 Form of Debt Securities Warrant Certificate (included as part
of Exhibit 4.24).............................................
4.26 Second Restated Articles of Incorporation of United
HealthCare. (Incorporated by reference to Exhibit 3(a) to
United HealthCare's Annual Report on Form 10-K for the year
ended December 31, 1996).....................................
4.27 Certificate of Designations for United HealthCare's 5.75%
Series A Convertible Preferred Stock. (Included in Exhibit
4.26)........................................................
4.28 Restated Bylaws, as amended, of United HealthCare.
(Incorporated by reference to Exhibit 3(b) to United
HealthCare Annual Report on Form 10-K for the year ended
December 31, 1997)...........................................
*5.1 Opinion and consent of David J. Lubben, General Counsel of
the Company as to the legality of the Debt Securities,
Preferred Stock and Guarantees to be issued by United
HealthCare...................................................
*5.2 Opinion of special Delaware counsel as to the legality of the
Preferred Securities to be issued by UHC Capital I, UHC
Capital II, UHC Capital III and UHC Capital IV...............
12.1 Computation of ratio of earnings to fixed charges............
12.2 Computation of ratio of earnings to fixed charges and pre-
ferred stock dividends.......................................
15.1 Letter re unaudited interim financial information............
23.1 Consent of Arthur Andersen LLP...............................
*23.2 Consent of David J. Lubben, General Counsel of United
HealthCare (included as part of Exhibit 5.1).................
*23.3 Consent of special Delaware counsel (included as part of Ex-
hibit 5.2)...................................................
24.1 Power of attorney from directors of United HealthCare signing
by an attorney-in-fact.......................................
*25.1 Form T-1 Statement of Eligibility of The Bank of New York to
act as Senior Trustee and Subordinated Trustee under the Se-
nior Indenture and the
Subordinated Indenture, respectively.........................
*25.2 Form T-1 Statement of Eligibility of The Bank of New York to
act as Trustee under the Junior Subordinated Indenture.......
*25.3 Form T-1 Statement of Eligibility of The Bank of New York to
act as Trustee with respect to the Amended and Restated Trust
Agreement of UHC
Capital I....................................................
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NUMBER DESCRIPTION PAGE
------ ----------- ----
<C> <S> <C>
*25.4 Form T-1 Statement of Eligibility of The Bank of New York to
act as Trustee with respect to the Amended and Restated Trust
Agreement of UHC
Capital II....................................................
*25.5 Form T-1 Statement of Eligibility of The Bank of New York to
act as Trustee with respect to the Amended and Restated Trust
Agreement of UHC
Capital III...................................................
*25.6 Form T-1 Statement of Eligibility of The Bank of New York to
act as Trustee with respect to the Amended and Restated Trust
Agreement of UHC
Capital IV....................................................
*25.7 Form T-1 Statement of Eligibility of The Bank of New York to
act as Trustee under the Guarantee Agreement for the benefit
of the holders of Preferred Securities of UHC Capital I.......
*25.8 Form T-1 Statement of Eligibility of The Bank of New York to
act as Trustee under the Guarantee Agreement for the benefit
of the holders of Preferred Securities of UHC Capital II......
*25.9 Form T-1 Statement of Eligibility of The Bank of New York to
act as Trustee under the Guarantee Agreement for the benefit
of the holders of Preferred Securities of UHC Capital III.....
*25.10 Form T-1 Statement of Eligibility of The Bank of New York to
act as Trustee under the Guarantee Agreement for the benefit
of the holders of Preferred Securities of UHC Capital IV......
</TABLE>
- --------
*To be filed by Amendment.
<PAGE>
Exhibit 4.4
CERTIFICATE OF TRUST
OF
UHC CAPITAL I
THIS CERTIFICATE OF TRUST of UHC CAPITAL I (the "Trust"), dated as of
October 20, 1998, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. ((S)) 3801 et seq.).
1. Name. The name of the business trust being formed hereby is UHC Capital
I.
2. Delaware Trustee. The name and business address of the trustee of the
Trust with a principal place of business in the State of Delaware are The Bank
of New York (Delaware), White Clay Center, Route 273, Newark, Delaware 19711,
Attention: Corporate Trust Administration.
3. Effective Date. This Certificate of Trust shall be effective upon
filing.
IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
executed this Certificate of Trust as of the date first above written.
THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity but solely
as Trustee
By: /s/ Walter N. Gitlin
------------------------------------
Name: Walter N. Gitlin
Title: Authorized Signatory
/s/ Arnold Kaplan
------------------------------------
ARNOLD KAPLAN,
not in his individual capacity but solely
as Administrative Trustee
/s/ Allan Weiss
------------------------------------
ALLAN WEISS,
not in his individual capacity but solely
as Administrative Trustee
/s/ David J. Lubben
------------------------------------
DAVID J. LUBBEN,
not in his individual capacity but solely
as Administrative Trustee
<PAGE>
Exhibit 4.5
CERTIFICATE OF TRUST
OF
UHC CAPITAL II
THIS CERTIFICATE OF TRUST of UHC CAPITAL II (the "Trust"), dated as of
October 20, 1998, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. ((S)) 3801 et seq.).
1. Name. The name of the business trust being formed hereby is UHC Capital
II.
2. Delaware Trustee. The name and business address of the trustee of the
Trust with a principal place of business in the State of Delaware are The Bank
of New York (Delaware), White Clay Center, Route 273, Newark, Delaware 19711,
Attention: Corporate Trust Administration.
3. Effective Date. This Certificate of Trust shall be effective upon
filing.
IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
executed this Certificate of Trust as of the date first above written.
THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity but solely
as Trustee
By: /s/ Walter N. Gitlin
--------------------------------------
Name: Walter N. Gitlin
Title: Authorized Signatory
/s/ Arnold Kaplan
-----------------------------------------
ARNOLD KAPLAN,
not in his individual capacity but solely
as Administrative Trustee
/s/ Allan Weiss
-----------------------------------------
ALLAN WEISS,
not in his individual capacity but solely
as Administrative Trustee
/s/ David J. Lubben
-----------------------------------------
DAVID J. LUBBEN,
not in his individual capacity but solely
as Administrative Trustee
<PAGE>
Exhibit 4.6
CERTIFICATE OF TRUST
OF
UHC CAPITAL III
THIS CERTIFICATE OF TRUST of UHC CAPITAL III (the "Trust"), dated as of
October 20, 1998, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. ((S)) 3801 et seq.).
1. Name. The name of the business trust being formed hereby is UHC Capital
III.
2. Delaware Trustee. The name and business address of the trustee of the
Trust with a principal place of business in the State of Delaware are The Bank
of New York (Delaware), White Clay Center, Route 273, Newark, Delaware 19711,
Attention: Corporate Trust Administration.
3. Effective Date. This Certificate of Trust shall be effective upon
filing.
IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
executed this Certificate of Trust as of the date first above written.
THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity but solely
as Trustee
By: /s/ Walter N. Gitlin
--------------------------------------
Name: Walter N. Gitlin
Title: Authorized Signatory
/s/ Arnold Kaplan
-----------------------------------------
ARNOLD KAPLAN,
not in his individual capacity but solely
as Administrative Trustee
/s/ Allan Weiss
-----------------------------------------
ALLAN WEISS,
not in his individual capacity but solely
as Administrative Trustee
/s/ David J. Lubben
-----------------------------------------
DAVID J. LUBBEN,
not in his individual capacity but solely
as Administrative Trustee
<PAGE>
Exhibit 4.7
CERTIFICATE OF TRUST
OF
UHC CAPITAL IV
THIS CERTIFICATE OF TRUST of UHC CAPITAL IV (the "Trust"), dated as of
October 20, 1998, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. ((S)) 3801 et seq.).
1. Name. The name of the business trust being formed hereby is UHC Capital
IV.
2. Delaware Trustee. The name and business address of the trustee of the
Trust with a principal place of business in the State of Delaware are The Bank
of New York (Delaware), White Clay Center, Route 273, Newark, Delaware 19711,
Attention: Corporate Trust Administration.
3. Effective Date. This Certificate of Trust shall be effective upon
filing.
IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
executed this Certificate of Trust as of the date first above written.
THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity but solely
as Trustee
By: /s/ Walter N. Gitlin
---------------------------------------
Name: Walter N. Gitlin
Title: Authorized Signatory
/s/ Arnold Kaplan
---------------------------------------
ARNOLD KAPLAN,
not in his individual capacity but solely
as Administrative Trustee
/s/ Allan Weiss
---------------------------------------
ALLAN WEISS,
not in his individual capacity but solely
as Administrative Trustee
/s/ David J. Lubben
---------------------------------------
DAVID J. LUBBEN,
not in his individual capacity but solely
as Administrative Trustee
<PAGE>
Exhibit 4.8
TRUST AGREEMENT OF
UHC CAPITAL I
This TRUST AGREEMENT of UHC CAPITAL I (the "Trust"), dated as of
October 20, 1998, among (i) United HealthCare Corporation, a Minnesota
corporation (the "Depositor"), (ii) The Bank of New York (Delaware), a Delaware
banking corporation, not in its individual capacity but solely as trustee of the
Trust, and (iii), Arnold Kaplan, Allan Weiss and David J. Lubben, each an
individual employed by the Depositor, not in their individual capacities but
solely as administrative trustees of the Trust (each of such trustees in (ii)
and (iii) a "Trustee" and collectively, the "Trustees"). The Depositor and the
Trustees hereby agree as follows:
1. The Trust created hereby shall be known as "UHC Capital I", in
which name the Trustees, or the Depositor to the extent provided herein, may
conduct the business of the Trust, make and execute contracts, and sue and be
sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trustees the sum of $10. The Trustees hereby acknowledge receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. (S) 3801 et seq. (the "Business Trust Act"), and
that this document constitutes the governing instrument of the Trust. The
Trustees hereby are authorized and directed to execute and file a certificate of
trust with the Secretary of State of the State of Delaware in accordance with
the provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an Amended and
Restated Trust Agreement, satisfactory to each such party and substantially in
the form to be included as
<PAGE>
an exhibit to the 1933 Act Registration Statement referred to below, to provide
for the contemplated operation of the Trust created hereby and the issuance of
the Preferred Securities and Common Securities referred to therein. Prior to the
execution and delivery of such Amended and Restated Trust Agreement, the
Trustees shall not have any duty or obligation hereunder or with respect of the
trust estate, except as otherwise required by applicable law or as may be
necessary to obtain prior to such execution and delivery any licenses, consents
or approvals required by applicable law or otherwise.
4. The Trustees hereby authorize and direct the Depositor (i) to
file with the Securities and Exchange Commission (the "Commission") and execute,
in each case on behalf of the Trust, (a) a Registration Statement on Form S-3
(the "1933 Act Registration Statement"), including any pre-effective or post-
effective amendments to the 1933 Act Registration Statement, relating to the
registration under the Securities Act of 1933, as amended, of the Preferred
Securities of the Trust and certain other securities and (b) a Registration
Statement on Form 8-A (the "1934 Act Registration Statement") (including all
pre-effective and post-effective amendments thereto) relating to the
registration of the Preferred Securities of the Trust under Section 12(b) of the
Securities Exchange Act of 1934, as amended; (ii) to file with the New York
Stock Exchange (the "Exchange") and execute on behalf of the Trust a listing
application and all other applications, statements, certificates, agreements and
other instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on the Exchange and (iii) to file and execute on behalf
of the Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as shall be necessary or desirable to register the Preferred Securities under
the securities or blue sky
-2-
<PAGE>
laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem
necessary or desirable. In the event that any filing referred to above is
required by the rules and regulations of the Commission, the Exchange or state
securities or blue sky laws, to be executed on behalf of the Trust by one or
more of the Trustees, each of the Trustees, in its or his capacity as Trustee of
the Trust, is hereby authorized and, to the extent so required, directed to join
in any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that The Bank of New York (Delaware) in its
capacity as Trustee of the Trust, shall not be required to join in any such
filing or execute on behalf of the Trust any such document unless required by
the rules and regulations of the Commission, the Exchange or state securities or
blue sky laws. In connection with the filings referred to above, the Depositor
and Arnold Kaplan, Allan Weiss and David J. Lubben, each an administrative
trustee, solely in their capacities as Trustees of the Trust, hereby constitutes
and appoints Arnold Kaplan, Allan Weiss and David J. Lubben, and each of them,
as its or his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for the Depositor or such Trustee or in the
Depositor's or such Trustee's name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to any such
filings (including the 1933 Act Registration Statement and the 1934 Act
Registration Statement) and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Commission, the Exchange and
administrators of state securities or blue sky laws, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as the Depositor or such Trustee might or
could do in person, thereby ratifying and confirming all that said attorneys-in-
-3-
<PAGE>
fact and agents or any of them, or their respective substitute or substitutes,
shall do or cause to be done by virtue thereof.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of Trustees initially shall be four (4) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor which may increase or decrease
the number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall be either a natural person who is a
resident of the State of Delaware, or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any Trustee at any
time. The Trustees may resign upon thirty days prior written notice to
Depositor.
7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
-4-
<PAGE>
IN WITNESS THEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.
UNITED HEALTHCARE CORPORATION,
As Depositor
By: /s/ David J. Lubben
--------------------------------------
Name: David J. Lubben
Title: General Counsel and Secretary
THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity but solely
as Trustee
By: /s/ Walter N. Gitlin
--------------------------------------
Name: Walter N. Gitlin
Title: Authorized Signatory
/s/ Arnold Kaplan
-----------------------------------------
ARNOLD KAPLAN,
not in his individual capacity but solely
as Administrative Trustee
/s/ Allan Weiss
-----------------------------------------
ALLAN WEISS,
not in his individual capacity but solely
as Administrative Trustee
/s/ David J. Lubben
-----------------------------------------
DAVID J. LUBBEN,
not in his individual capacity but solely
as Administrative Trustee
-5-
<PAGE>
Exhibit 4.9
TRUST AGREEMENT OF
UHC CAPITAL II
This TRUST AGREEMENT of UHC CAPITAL II (the "Trust"), dated as of
October 20, 1998, among (i) United HealthCare Corporation, a Minnesota
corporation (the "Depositor"), (ii) The Bank of New York (Delaware), a Delaware
banking corporation, not in its individual capacity but solely as trustee of the
Trust, and (iii), Arnold Kaplan, Allan Weiss and David J. Lubben, each an
individual employed by the Depositor, not in their individual capacities but
solely as administrative trustees of the Trust (each of such trustees in (ii)
and (iii) a "Trustee" and collectively, the "Trustees"). The Depositor and the
Trustees hereby agree as follows:
1. The Trust created hereby shall be known as "UHC Capital II", in
which name the Trustees, or the Depositor to the extent provided herein, may
conduct the business of the Trust, make and execute contracts, and sue and be
sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trustees the sum of $10. The Trustees hereby acknowledge receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. (S) 3801 et seq. (the "Business Trust Act"), and
that this document constitutes the governing instrument of the Trust. The
Trustees hereby are authorized and directed to execute and file a certificate of
trust with the Secretary of State of the State of Delaware in accordance with
the provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an Amended and
Restated Trust Agreement, satisfactory to each such party and substantially in
the form to be included as
<PAGE>
an exhibit to the 1933 Act Registration Statement referred to below, to provide
for the contemplated operation of the Trust created hereby and the issuance of
the Preferred Securities and Common Securities referred to therein. Prior to
the execution and delivery of such Amended and Restated Trust Agreement, the
Trustees shall not have any duty or obligation hereunder or with respect of the
trust estate, except as otherwise required by applicable law or as may be
necessary to obtain prior to such execution and delivery any licenses, consents
or approvals required by applicable law or otherwise.
4. The Trustees hereby authorize and direct the Depositor (i) to file
with the Securities and Exchange Commission (the "Commission") and execute, in
each case on behalf of the Trust, (a) a Registration Statement on Form S-3 (the
"1933 Act Registration Statement"), including any pre-effective or post-
effective amendments to the 1933 Act Registration Statement, relating to the
registration under the Securities Act of 1933, as amended, of the Preferred
Securities of the Trust and certain other securities and (b) a Registration
Statement on Form 8-A (the "1934 Act Registration Statement") (including all
pre-effective and post-effective amendments thereto) relating to the
registration of the Preferred Securities of the Trust under Section 12(b) of the
Securities Exchange Act of 1934, as amended; (ii) to file with the New York
Stock Exchange (the "Exchange") and execute on behalf of the Trust a listing
application and all other applications, statements, certificates, agreements and
other instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on the Exchange and (iii) to file and execute on behalf
of the Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as shall be necessary or desirable to register the Preferred Securities under
the securities or blue sky
-2-
<PAGE>
laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem
necessary or desirable. In the event that any filing referred to above is
required by the rules and regulations of the Commission, the Exchange or state
securities or blue sky laws, to be executed on behalf of the Trust by one or
more of the Trustees, each of the Trustees, in its or his capacity as Trustee of
the Trust, is hereby authorized and, to the extent so required, directed to join
in any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that The Bank of New York (Delaware) in its
capacity as Trustee of the Trust, shall not be required to join in any such
filing or execute on behalf of the Trust any such document unless required by
the rules and regulations of the Commission, the Exchange or state securities or
blue sky laws. In connection with the filings referred to above, the Depositor
and Arnold Kaplan, Allan Weiss and David J. Lubben, each an administrative
trustee, solely in their capacities as Trustees of the Trust, hereby constitutes
and appoints Arnold Kaplan, Allan Weiss and David J. Lubben, and each of them,
as its or his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for the Depositor or such Trustee or in the
Depositor's or such Trustee's name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to any such
filings (including the 1933 Act Registration Statement and the 1934 Act
Registration Statement) and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Commission, the Exchange and
administrators of state securities or blue sky laws, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as the Depositor or such Trustee might or
could do in person, thereby ratifying and confirming all that said attorneys-in-
-3-
<PAGE>
fact and agents or any of them, or their respective substitute or substitutes,
shall do or cause to be done by virtue thereof.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of Trustees initially shall be four (4) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor which may increase or decrease
the number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall be either a natural person who is a
resident of the State of Delaware, or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any Trustee at any
time. The Trustees may resign upon thirty days prior written notice to
Depositor.
7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
-4-
<PAGE>
IN WITNESS THEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.
UNITED HEALTHCARE CORPORATION,
As Depositor
By: /s/ David J. Lubben
------------------------------------
Name: David J. Lubben
Title: General Counsel and Secretary
THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity but solely
as Trustee
By: /s/ Walter N. Gitlin
------------------------------------
Name: Walter N. Gitlin
Title: Authorized Signatory
/s/ Arnold Kaplan
---------------------------------------
ARNOLD KAPLAN,
not in his individual capacity but solely
as Administrative Trustee
/s/ Allan Weiss
---------------------------------------
ALLAN WEISS,
not in his individual capacity but solely
as Administrative Trustee
/s/ David J. Lubben
---------------------------------------
DAVID J. LUBBEN,
not in his individual capacity but solely
as Administrative Trustee
-5-
<PAGE>
Exhibit 4.10
TRUST AGREEMENT OF
UHC CAPITAL III
This TRUST AGREEMENT of UHC Capital III (the "Trust"), dated as of
October 20, 1998, among (i) United HealthCare Corporation, a Minnesota
corporation (the "Depositor"), (ii) The Bank of New York (Delaware), a Delaware
banking corporation, not in its individual capacity but solely as trustee of the
Trust, and (iii), Arnold Kaplan, Allan Weiss and David J. Lubben, each an
individual employed by the Depositor, not in their individual capacities but
solely as administrative trustees of the Trust (each of such trustees in (ii)
and (iii) a "Trustee" and collectively, the "Trustees"). The Depositor and the
Trustees hereby agree as follows:
1. The Trust created hereby shall be known as "UHC Capital III", in
which name the Trustees, or the Depositor to the extent provided herein, may
conduct the business of the Trust, make and execute contracts, and sue and be
sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trustees the sum of $10. The Trustees hereby acknowledge receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. (S) 3801 et seq. (the "Business Trust Act"), and
that this document constitutes the governing instrument of the Trust. The
Trustees hereby are authorized and directed to execute and file a certificate of
trust with the Secretary of State of the State of Delaware in accordance with
the provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an Amended and
Restated Trust Agreement, satisfactory to each such party and substantially in
the form to be included as
<PAGE>
an exhibit to the 1933 Act Registration Statement referred to below, to provide
for the contemplated operation of the Trust created hereby and the issuance of
the Preferred Securities and Common Securities referred to therein. Prior to
the execution and delivery of such Amended and Restated Trust Agreement, the
Trustees shall not have any duty or obligation hereunder or with respect of the
trust estate, except as otherwise required by applicable law or as may be
necessary to obtain prior to such execution and delivery any licenses, consents
or approvals required by applicable law or otherwise.
4. The Trustees hereby authorize and direct the Depositor (i) to file
with the Securities and Exchange Commission (the "Commission") and execute, in
each case on behalf of the Trust, (a) a Registration Statement on Form S-3 (the
"1933 Act Registration Statement"), including any pre-effective or post-
effective amendments to the 1933 Act Registration Statement, relating to the
registration under the Securities Act of 1933, as amended, of the Preferred
Securities of the Trust and certain other securities and (b) a Registration
Statement on Form 8-A (the "1934 Act Registration Statement") (including all
pre-effective and post-effective amendments thereto) relating to the
registration of the Preferred Securities of the Trust under Section 12(b) of the
Securities Exchange Act of 1934, as amended; (ii) to file with the New York
Stock Exchange (the "Exchange") and execute on behalf of the Trust a listing
application and all other applications, statements, certificates, agreements and
other instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on the Exchange and (iii) to file and execute on behalf
of the Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as shall be necessary or desirable to register the Preferred Securities under
the securities or blue sky
-2-
<PAGE>
laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem
necessary or desirable. In the event that any filing referred to above is
required by the rules and regulations of the Commission, the Exchange or state
securities or blue sky laws, to be executed on behalf of the Trust by one or
more of the Trustees, each of the Trustees, in its or his capacity as Trustee of
the Trust, is hereby authorized and, to the extent so required, directed to join
in any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that The Bank of New York (Delaware) in its
capacity as Trustee of the Trust, shall not be required to join in any such
filing or execute on behalf of the Trust any such document unless required by
the rules and regulations of the Commission, the Exchange or state securities or
blue sky laws. In connection with the filings referred to above, the Depositor
and Arnold Kaplan, Allan Weiss and David J. Lubben, each an administrative
trustee, solely in their capacities as Trustees of the Trust, hereby constitutes
and appoints Arnold Kaplan, Allan Weiss and David J. Lubben, and each of them,
as its or his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for the Depositor or such Trustee or in the
Depositor's or such Trustee's name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to any such
filings (including the 1933 Act Registration Statement and the 1934 Act
Registration Statement) and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Commission, the Exchange and
administrators of state securities or blue sky laws, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as the Depositor or such Trustee might or
could do in person, thereby ratifying and confirming all that said attorneys-in-
-3-
<PAGE>
fact and agents or any of them, or their respective substitute or substitutes,
shall do or cause to be done by virtue thereof.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of Trustees initially shall be four (4) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor which may increase or decrease
the number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall be either a natural person who is a
resident of the State of Delaware, or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any Trustee at any
time. The Trustees may resign upon thirty days prior written notice to
Depositor.
7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
-4-
<PAGE>
IN WITNESS THEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.
UNITED HEALTHCARE CORPORATION,
As Depositor
By: /s/ David J. Lubben
-------------------------------------
Name: David J. Lubben
Title: General Counsel and Secretary
THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity but solely
as Trustee
By: /s/ Walter N. Gitlin
-------------------------------------
Name: Walter N. Gitlin
Title: Authorized Signatory
/s/ Arnold Kaplan
----------------------------------------
ARNOLD KAPLAN,
not in his individual capacity but solely
as Administrative Trustee
/s/ Allan Weiss
----------------------------------------
ALLAN WEISS,
not in his individual capacity but solely
as Administrative Trustee
/s/ David J. Lubben
----------------------------------------
DAVID J. LUBBEN,
not in his individual capacity but solely
as Administrative Trustee
-5-
<PAGE>
Exhibit 4.11
TRUST AGREEMENT OF
UHC CAPITAL IV
This TRUST AGREEMENT of UHC Capital IV (the "Trust"), dated as of
October 20, 1998, among (i) United HealthCare Corporation, a Minnesota
corporation (the "Depositor"), (ii) The Bank of New York (Delaware), a Delaware
banking corporation, not in its individual capacity but solely as trustee of the
Trust, and (iii), Arnold Kaplan, Allan Weiss and David J. Lubben, each an
individual employed by the Depositor, not in their individual capacities but
solely as administrative trustees of the Trust (each of such trustees in (ii)
and (iii) a "Trustee" and collectively, the "Trustees"). The Depositor and the
Trustees hereby agree as follows:
1. The Trust created hereby shall be known as "UHC Capital IV", in
which name the Trustees, or the Depositor to the extent provided herein, may
conduct the business of the Trust, make and execute contracts, and sue and be
sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trustees the sum of $10. The Trustees hereby acknowledge receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. (S) 3801 et seq. (the "Business Trust Act"), and
that this document constitutes the governing instrument of the Trust. The
Trustees hereby are authorized and directed to execute and file a certificate of
trust with the Secretary of State of the State of Delaware in accordance with
the provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an Amended and
Restated Trust Agreement, satisfactory to each such party and substantially in
the form to be included as
<PAGE>
an exhibit to the 1933 Act Registration Statement referred to below, to provide
for the contemplated operation of the Trust created hereby and the issuance of
the Preferred Securities and Common Securities referred to therein. Prior to
the execution and delivery of such Amended and Restated Trust Agreement, the
Trustees shall not have any duty or obligation hereunder or with respect of the
trust estate, except as otherwise required by applicable law or as may be
necessary to obtain prior to such execution and delivery any licenses, consents
or approvals required by applicable law or otherwise.
4. The Trustees hereby authorize and direct the Depositor (i) to file
with the Securities and Exchange Commission (the "Commission") and execute, in
each case on behalf of the Trust, (a) a Registration Statement on Form S-3 (the
"1933 Act Registration Statement"), including any pre-effective or post-
effective amendments to the 1933 Act Registration Statement, relating to the
registration under the Securities Act of 1933, as amended, of the Preferred
Securities of the Trust and certain other securities and (b) a Registration
Statement on Form 8-A (the "1934 Act Registration Statement") (including all
pre-effective and post-effective amendments thereto) relating to the
registration of the Preferred Securities of the Trust under Section 12(b) of the
Securities Exchange Act of 1934, as amended; (ii) to file with the New York
Stock Exchange (the "Exchange") and execute on behalf of the Trust a listing
application and all other applications, statements, certificates, agreements and
other instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on the Exchange and (iii) to file and execute on behalf
of the Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as shall be necessary or desirable to register the Preferred Securities under
the securities or blue sky
-2-
<PAGE>
laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem
necessary or desirable. In the event that any filing referred to above is
required by the rules and regulations of the Commission, the Exchange or state
securities or blue sky laws, to be executed on behalf of the Trust by one or
more of the Trustees, each of the Trustees, in its or his capacity as Trustee of
the Trust, is hereby authorized and, to the extent so required, directed to join
in any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that The Bank of New York (Delaware) in its
capacity as Trustee of the Trust, shall not be required to join in any such
filing or execute on behalf of the Trust any such document unless required by
the rules and regulations of the Commission, the Exchange or state securities or
blue sky laws. In connection with the filings referred to above, the Depositor
and Arnold Kaplan, Allan Weiss and David J. Lubben, each an administrative
trustee, solely in their capacities as Trustees of the Trust, hereby constitutes
and appoints Arnold Kaplan, Allan Weiss and David J. Lubben, and each of them,
as its or his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for the Depositor or such Trustee or in the
Depositor's or such Trustee's name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to any such
filings (including the 1933 Act Registration Statement and the 1934 Act
Registration Statement) and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Commission, the Exchange and
administrators of state securities or blue sky laws, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as the Depositor or such Trustee might or
could do in person, thereby ratifying and confirming all that said attorneys-in-
-3-
<PAGE>
fact and agents or any of them, or their respective substitute or substitutes,
shall do or cause to be done by virtue thereof.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of Trustees initially shall be four (4) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor which may increase or decrease
the number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall be either a natural person who is a
resident of the State of Delaware, or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any Trustee at any
time. The Trustees may resign upon thirty days prior written notice to
Depositor.
7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
-4-
<PAGE>
IN WITNESS THEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.
UNITED HEALTHCARE CORPORATION,
As Depositor
By: /s/ David J. Lubben
----------------------------------------
Name: David J. Lubben
Title: General Counsel and Secretary
THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity but solely
as Trustee
By: /s/ Walter N. Gitlin
----------------------------------------
Name: Walter N. Gitlin
Title: Authorized Signatory
/s/ Arnold Kaplan
-------------------------------------------
ARNOLD KAPLAN,
not in his individual capacity but solely
as Administrative Trustee
/s/ Allan Weiss
-------------------------------------------
ALLAN WEISS,
not in his individual capacity but solely
as Administrative Trustee
/s/ David J. Lubben
-------------------------------------------
DAVID J. LUBBEN,
not in his individual capacity but solely
as Administrative Trustee
-5-
<PAGE>
EXHIBIT 12.1
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Dollars in 000's
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------------------------------------
1997 1996 1995 1994 1993
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Earnings:
Earnings from Continuing Operations 742,000 596,000 461,000 506,000 336,000
Add Back
Fixed charges less interest capitalized 72,035 78,593 43,771 30,163 26,046
------------ ------------ ------------ ------------ ------------
Total earnings 814,035 674,593 504,771 536,163 362,046
============ ============ ============ ============ ============
Fixed Charges:
Interest, capitalized and expensed 3,735 593 771 2,163 3,046
Interest component of rental payments 72,000 78,000 43,000 28,000 23,000
------------ ------------ ------------ ------------ ------------
Total fixed charges 75,735 78,593 43,771 30,163 26,046
============ ============ ============ ============ ============
Ratio of Earnings to Fixed Charges 10.75 8.58 11.53 17.78 13.90
============ ============ ============ ============ ============
</TABLE>
For purposes of computing this ratio, earnings represent income from continuing
operations before extraordinary items. Fixed charges represent interest expense,
including amounts capitalized plus the interest factor in rental expense.
Earnings were insufficient to cover fixed charges by $470 million for the six
months ended June 30, 1998. Excluding the realignment charge of $725 million
taken by United HealthCare in the second quarter of 1998, the pro forma ratio of
earnings to fixed charges would have been 7.21.
<PAGE>
EXHIBIT 12.2
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
Dollars in 000's
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------------------------
1997 1996 1995 1994 1993
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Earnings:
Earnings from Continuing Operations 742,000 596,000 461,000 506,000 336,000
Add back
Fixed charges less interest capitalized 72,035 78,593 43,771 30,163 26,046
------- ------- ------- ------- -------
Total earnings 814,035 674,593 504,771 536,163 362,046
======= ======= ======= ======= =======
Fixed Charges:
Interest, capitalized and expensed 3,735 593 771 2,163 3,046
Interest component of rental payments 72,000 78,000 43,000 28,000 23,000
Convertible Preferred Stock Dividends 46,748 46,748 11,688 -- --
------- ------- ------- ------- -------
Total fixed charges 122,483 125,341 55,459 30,163 26,046
======= ======= ======= ======= =======
Preferred Stock Dividends:
Amount declared 28,750 28,750 7,188 -- --
------- ------- ------- ------- -------
Gross up to pretax based on 38.5% effective tax rate 46,748 46,748 11,688 -- --
======= ======= ======= ======= =======
Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends 6.65 5.38 9.10 17.78 13.90
======= ======= ======= ======= =======
</TABLE>
For purposes of computing this ratio, earnings represent income from continuing
operations before extraordinary items. Fixed charges represent interest expense,
including amounts capitalized plus the interest factor in rental expense and
preferred stock dividend requirements, adjusted to a pretax basis on the
outstanding preferred stock of United HealthCare. Earnings were insufficient to
cover fixed charges by $493 million for the six months ended June 30, 1998.
Excluding the realignment charge of $725 million taken by United HealthCare in
the second quarter of 1998, the pro forma ratio of earnings to fixed charges and
preferred stock dividends would have been 4.59.
<PAGE>
EXHIBIT 15.1
LETTER RE UNAUDITED INTERIM FINANCIAL INFORMATION
October 22, 1998
United HealthCare Corporation:
We are aware that United HealthCare Corporation has incorporated by reference in
its Registration Statement No. 333-XXXXX on Form S-3 its Form 10-Q's for the
quarters ended March 31 and June 30, 1998, which includes our reports dated
May 7 and August 6, 1998 covering the unaudited interim financial information
contained therein. Pursuant to Regulation C of the Securities Act of 1933, those
reports are not considered a part of the registration statement prepared or
certified by our firm or a report prepared or certified by our firm within the
meaning of Sections 7 and 11 of the Act.
Very truly yours,
/s/ ARTHUR ANDERSEN LLP
<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 reports dated
February 12, 1998 incorporated by reference in United HealthCare Corporation's
Form 10-K for the year ended December 31, 1997 and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
October 22, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints William W. McGuire, M.D., Stephen
J. Hemsley and David J. Lubben his or her true and lawful attorneys-in-fact and
agents, with full powers of substitution and resubstitution, for him or her and
in his or her 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 securities referred to therein and any
and all pre- and 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 or she 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: October 22, 1998
/s/ William C. Ballard, Jr. /s/ Walter F. Mondale
- -------------------------- -------------------------------
William C. Ballard, Jr. Walter F. Mondale
/s/ Mary O. Mundinger
- -------------------------- -------------------------------
Richard T. Burke Mary O. Mundinger
/s/ James A. Johnson
- -------------------------- -------------------------------
James A. Johnson Robert L. Ryan
/s/ Thomas H. Kean /s/ William G. Spears
- -------------------------- -------------------------------
Thomas H. Kean William G. Spears
/s/ Douglas W. Leatherdale /s/ Gail R. Wilensky
- -------------------------- -------------------------------
Douglas W. Leatherdale Gail R. Wilensky
