<PAGE>
File No. 333- .
As filed with the Securities and Exchange Commission on January 21, 1998.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UNITED HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 6324 41-1321939
(State or other juris- (Primary Standard (I.R.S. Employer
diction of incorporation Industrial Classification Identification No.)
or organization) Code Number)
David J. Lubben, General Counsel
United HealthCare Corporation
300 Opus Center 300 Opus Center
9900 Bren Road East 9900 Bren Road East
Minnetonka, Minnesota 55343 Minnetonka, Minnesota 55343
(612) 936-1300 (612) 936-1854
(Address, including ZIP Code, and (Name, address, including ZIP Code,
telephone number, including area and telephone number, including area
code, of registrant's principal code, of agent for service)
executive offices)
Copies to:
David J. Lubben, General Counsel James D. Alt
United HealthCare Corporation Dorsey & Whitney LLP
300 Opus Center 220 South Sixth Street
9900 Bren Road East Minneapolis, Minnesota 55402
Minnetonka, Minnesota 55343 (612) 340-2803
(612) 936-1854
Approximate date of proposed sale of securities 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
in connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) 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 this Form is a post-effective amendment filed pursuant to Rule
462(d) 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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of each class Proposed maximum
of securities to be Amount to be maximum offering aggregate offering Amount of
registered registered price per unit price registration fee
- --------------------- -------------- ----------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common stock, $.01 6,500,000 shares $ 47.5625 (1) $ 309,156,250 (1) $91,201.09
par value per share
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c).
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The shares of common stock registered hereby may be offered for resale
by persons who receive such shares from the registrant in acquisitions or upon
the exercise of options, warrants, convertible securities or other similar
securities assumed or issued by the registrant in acquisitions of businesses.
<PAGE>
PRELIMINARY PROSPECTUS DATED JANUARY 21, 1998 -- SUBJECT TO COMPLETION
UNITED HEALTHCARE CORPORATION
COMMON STOCK
($.01 PAR VALUE)
This Prospectus relates to up to 6,500,000 shares (the "Shares") of
Common Stock, par value $.01 per share (the "Common Stock"), of United
HealthCare Corporation, a Minnesota corporation ("United HealthCare"). United
HealthCare may offer and issue Shares from time to time in connection with
acquisitions by United HealthCare or its subsidiaries of the assets or
securities of other businesses. United HealthCare also may issue Shares upon the
exercise of options, warrants, convertible securities or other similar
securities assumed or issued by United HealthCare from time to time in
connection with such acquisitions.
United HealthCare anticipates that the terms of acquisitions in
connection with which Shares are issued will be determined through direct
negotiations with the owners or controlling persons of the businesses being
acquired. It also anticipates that Shares issued in connection with such
acquisitions will be valued, for purposes of determining the numbers of Shares
to be issued, at prices related to the market price of the Common Stock as of
one or more times during the period between the time the terms of an acquisition
are agreed upon and the time the Shares are issued. No underwriting discounts
or commissions will be paid in connection with the issuance of Shares, although
finders' fees may be paid from time to time in connection with certain
acquisitions. Any person receiving finders' fees may be deemed an "underwriter"
within the meaning of the Securities Act of 1933.
The Common Stock is traded on the New York Stock Exchange. On
January 20, 1998, the last sale price of the Common Stock as reported on the
New York Stock Exchange was $47.9375 per share.
__________
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN RISKS THAT SHOULD
BE CONSIDERED IN CONNECTION WITH AN ACQUISITION OF SHARES.
__________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is ____________, 199_______.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL NOR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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AVAILABLE INFORMATION
United HealthCare is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by United HealthCare can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices at
7 World Trade Center, Suite 1300, New York, New York 10048 and CitiCorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, the Common Stock of United HealthCare is listed on the New York Stock
Exchange, and reports, proxy statements and other information concerning United
HealthCare can also be inspected at such exchange. This Prospectus does not
contain all the information set forth in the Registration Statement and exhibits
thereto which United HealthCare has filed with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"), and to which
reference is hereby made. The Commission maintains a site on the World Wide Web
that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission. The address of
such site is http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON
REQUEST FROM DAVID J. LUBBEN, SECRETARY AND GENERAL COUNSEL, UNITED HEALTHCARE
CORPORATION, 300 OPUS CENTER, 9900 BREN ROAD EAST, MINNETONKA, MINNESOTA 55343,
TELEPHONE NUMBER (612) 936-1300. IN ORDER TO ENSURE TIMELY DELIVERY OF THE
DOCUMENTS, ANY REQUEST SHOULD BE MADE BY FIVE DAYS PRIOR TO THE DATE ON WHICH A
FINAL INVESTMENT DECISION MUST BE MADE.
The following documents of United HealthCare which have been filed
with the Commission are hereby incorporated by reference in this Prospectus: (a)
the Annual Report on Form 10-K for the year ended December 31, 1996, as amended
by that Form 10-K/A-1 filed June 16, 1997; (b) the Quarterly Reports on Form 10-
Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997;
and (c) the description of the Common Stock contained in the Registration
Statement on Form 8-A dated September 20, 1992, and any amendment or report
filed for the purpose of updating such description filed subsequent to the date
of this Prospectus and prior to the termination of the offering described
herein.
All documents filed by United HealthCare pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Shares shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained herein or
in a document all or part of which is incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
__________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY UNITED
HEALTHCARE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OFFERED HEREBY IN ANY
JURISDICTION IN WHICH IT IS NOT LAWFUL OR TO ANY PERSON TO WHOM IT IS NOT LAWFUL
TO MAKE ANY SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF.
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UNITED HEALTHCARE CORPORATION
United HealthCare is a health and well-being company that is a
leader in offering health care coverage and related services through a broad
continuum of products and services nationwide. United HealthCare's products
and services reflect a number of core capabilities, including medical
information management, health benefit administration, risk assessment and
pricing, health benefit design and provider contracting and risk sharing. With
these capabilities, United HealthCare's operating subsidiaries are able to
provide comprehensive managed care services, such as health maintenance
organizations, preferred provider organizations, and insured and self-funded
health care coverage products. United HealthCare also offers unbundled health
care management and cost containment products such as behavioral health
services, utilization review services, specialized provider networks and
employee assistance programs.
The principal executive offices of United HealthCare are located at
300 Opus Center, 9900 Bren Road East, Minnetonka, Minnesota 55343, and the
telephone number is (612) 936-1300.
RISK FACTORS
The statements contained in this Prospectus include forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "PSLRA"). When used in this Prospectus and any Prospectus
Supplements, in filings by United HealthCare with the Commission, in United
HealthCare's press releases, presentations to securities analysts and
investors, and in oral statements made by or with the approval of an executive
officer of United HealthCare, the words or phrases "believes," "anticipates,"
"intends," "will likely result," "estimates," "projects" or similar
expressions are intended to identify such forward-looking statements. Any of
these forward-looking statements involve risks and uncertainties that may
cause United HealthCare's actual results to differ materially from the results
discussed in the forward-looking statements.
The following discussion contains certain cautionary statements
regarding United HealthCare's business and results of operations. These
statements discuss matters which may in part be discussed elsewhere in this
Prospectus and which may have been discussed in other documents prepared by
United HealthCare pursuant to federal or state securities laws. This discussion
is intended to take advantage of the "safe harbor" provisions of the PSLRA. In
making these cautionary statements, United HealthCare is not undertaking to
address or update each factor in future filings with the Commission or
communications regarding United HealthCare's business or results, and is not
undertaking to address how any of these factors may have caused results to
differ from discussions or information contained in previous filings or
communications. In addition, any of the matters discussed below may have
affected United HealthCare's past, as well as current, forward-looking
statements about future results, so that United HealthCare's actual results in
the future may differ materially from those expressed in prior communications.
HEALTH CARE COSTS
A large portion of the revenue received by United HealthCare is used
to pay the costs of health care services or supplies delivered to its enrollees.
The total health care costs incurred by United HealthCare are affected by the
number of individual services rendered and the cost of each service. Much of
United HealthCare's premium revenue is set in advance of the actual delivery of
services and the related incurrence of the cost, usually on a prospective annual
basis. While United HealthCare attempts to base the premiums it charges at
least in part on its estimate of future health care costs over
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the fixed premium period, competition, regulations and other circumstances may
limit United HealthCare's ability to fully base premiums on estimated costs.
In addition, many factors may and often do cause actual health care costs to
exceed that estimated and reflected in premiums. These factors may include
increased utilization of services, increased cost of individual services,
catastrophes, epidemics, the introduction of new or costly treatments, general
inflation, new mandated benefits or other regulatory changes and insured
population characteristics. In addition, United HealthCare's earnings as
reported for any particular quarter include estimates of covered services
incurred by United HealthCare's enrollees during that period but for which a
claim has not been received or processed. These are estimates and therefore,
United HealthCare's earnings may be subject to later adjustment based on the
actual costs.
In addition, as a result of changes in the level of health care
utilization during the calendar year, United HealthCare's operating results may
be affected by the seasonal nature of medical costs. Although there are no
assurances, per-member medical costs generally have been higher in the first
half of a year than the second half.
INDUSTRY FACTORS
The managed care industry has recently received significant amounts of
negative publicity. This publicity, in turn, has contributed to increased
legislative activity, regulation and review of industry practices. These
factors may adversely affect United HealthCare's ability to market its products
or services, could necessitate changes in United HealthCare's products and
services, and may increase the regulatory burdens under which United HealthCare
operates, further increasing the costs of doing business and adversely affecting
profitability.
COMPETITION
In any of its geographic or product markets United HealthCare competes
with a number of other entities, some of which may have certain characteristics
or capabilities which give them an advantage in competing with United
HealthCare. United HealthCare believes the barriers to entry in these markets
are not substantial, so that the addition of new competitors can occur
relatively easily. Certain of United HealthCare's customers may decide to
perform for themselves functions or services formerly provided by United
HealthCare, which would result in a decrease in United HealthCare's revenues.
Certain of United HealthCare's providers may decide to market products and
services to United HealthCare customers in competition with United HealthCare.
In addition, significant merger and acquisition activity has occurred in the
industry in which United HealthCare operates as well as in industries which act
as suppliers to United HealthCare, such as the hospital, physician,
pharmaceutical and medical device industries. This activity may create stronger
competitors or result in higher health care costs. To the extent that there is
strong competition or that competition intensifies in any market, United
HealthCare's ability to retain or increase customers, its revenue growth, its
pricing flexibility, its control over medical cost trends and its marketing
expenses may all be adversely affected.
AARP CONTRACT
United HealthCare has an agreement with the American Association of
Retired Persons ("AARP") under which United HealthCare provides Medicare
supplement and hospital indemnity health insurance products to AARP members,
effective January 1, 1998. As a result of this agreement, United HealthCare
will significantly expand the number of members served, the products offered
and the services provided. The success of the AARP arrangement will depend, in
part, on United HealthCare's ability to service these new members, develop
additional products and services and price the products and services
competitively.
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GOVERNMENT PROGRAMS AND REGULATION
United HealthCare's business is heavily regulated on a federal, state
and local level. The laws and rules governing United HealthCare's business and
interpretations of those laws and rules are subject to frequent change and broad
latitude is given to the agencies administering those regulations. Existing or
future laws and rules could force United HealthCare to change how it does
business, may restrict United HealthCare's revenue and enrollment growth,
increase its health care and administrative costs, and increase United
HealthCare's liability for medical malpractice or other actions. Regulatory
approvals must be obtained and maintained to market many of United HealthCare's
products and services. Delays in obtaining or failure to obtain or maintain
such approvals could adversely affect United HealthCare's revenue or the number
of covered lives, or could increase costs. A significant portion of United
HealthCare's revenues relate to federal, state and local government health care
coverage programs. These types of programs, such as the federal Medicare
program and the federal and state Medicaid program, are generally subject to
frequent change, including changes which may reduce the number of persons
enrolled or eligible, reduce the revenue received by United HealthCare or
increase United HealthCare's administrative or health care costs under such
programs. Such changes have in the past and may in the future adversely affect
United HealthCare's results and its willingness to participate in such programs.
United HealthCare is also subject to various governmental audits and
investigations. Such activities could result in the loss of licensure or the
right to participate in certain programs, or the imposition of fines, penalties
and other sanctions. In addition, disclosure of any adverse investigation or
audit results or sanctions could negatively affect United HealthCare's
reputation in various markets and make it more difficult for United HealthCare
to sell its products and services.
The National Association of Insurance Commissioners (the "NAIC") has
an effort underway that would impose new minimum capitalization requirements for
health care coverage provided by insurance companies, HMOs and other risk
bearing health care entities. The requirements would take the form of risk-
based capital rules. Currently, similar rules apply only to insurance
companies. There could be an increase in the capital required for certain of
United HealthCare's subsidiaries and there may be some potential for disparate
treatment relative to competing products. Failure of the NAIC to act may result
in some form of federal solvency regulation of companies providing Medicare-
related benefit programs.
PROVIDER RELATIONS
One of the significant techniques United HealthCare uses to manage
health care costs and utilization and monitor the quality of care being
delivered is contracting with physicians, hospitals and other providers.
Because of the geographic diversity of its health plans and the large number of
providers with which most of those health plans contract, United HealthCare
currently believes it has a limited exposure to provider relations issues. In
any particular market, however, providers could refuse to contract with United
HealthCare, demand higher payments or take other actions which could result in
higher health care costs, less desirable products for customers and members or
difficulty meeting regulatory or accreditation requirements.
In some markets, certain providers, particularly hospitals,
physician/hospital organizations or multi-specialty physician groups, may have
significant market positions or near monopolies. In addition, physician or
practice management companies which aggregate physician practices for purposes
of administrative efficiency and marketing leverage, continue to expand. These
providers may compete directly with United HealthCare. If such providers refuse
to contract with United HealthCare, use their market position to negotiate
favorable contracts, or place United HealthCare at a competitive disadvantage,
United HealthCare's ability to market products or to be profitable in those
areas could be adversely affected.
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LITIGATION AND INSURANCE
United HealthCare may be a party to a variety of legal actions to
which any corporation may be subject, including employment and employment
discrimination-related suits, employee benefit claims, breach of contract
actions, tort claims, stockholder suits (including for securities fraud), and
intellectual property related litigation. In addition, because of the nature of
its business, United HealthCare is subject to a variety of legal actions
relating to its health care coverage business operations, such as claims
relating to the denial of health care benefits, medical malpractice actions,
provider disputes, including disputes over withheld compensation and
termination of provider contracts, disputes related to self-funded business,
including actions alleging claim administration errors and the failure to
disclose network rate discounts and other fee and rebate arrangements,
disputes over copayment calculations, and claims relating to customer audits
and contract performance. Recent court decisions and legislative activity may
have the effect of increasing United HealthCare's exposure for any of these
types of claims. In some cases, substantial non-economic or punitive damages
may be sought. While United HealthCare currently has insurance coverage for
some of these potential liabilities, others may not be covered by insurance,
the insurers may dispute coverage or the amount of insurance may not be enough
to cover the damages awarded. In addition, certain types of damages, such as
punitive damages, may not be covered by insurance and insurance coverage for
all or certain forms of liability may become unavailable or prohibitively
expensive in the future.
INFORMATION SYSTEMS
United HealthCare's business is significantly dependent on effective
information systems, and United HealthCare has many different information
systems for its various businesses. United HealthCare's information systems
require an ongoing commitment of resources to maintain and enhance existing
systems and develop new systems. As a result of United HealthCare's acquisition
activities, United HealthCare is in the process of attempting to reduce the
number of systems and also to upgrade and expand its information systems
capabilities. Failure to maintain effective and efficient information systems
could result in loss of existing customers, difficulty in attracting new
customers, customer and provider disputes, regulatory problems, increases in
administrative expenses or other adverse consequences. In addition, United
HealthCare may from time to time obtain significant portions of its systems-
related or other services or facilities from independent third parties, which
may make United HealthCare's operations vulnerable to such third parties'
failure to perform adequately.
THE YEAR 2000
United HealthCare is in the process of modifying its computer systems
to accommodate the year 2000 so as not adversely to affect its operations.
United HealthCare is expensing the costs incurred to make these modifications.
The inability of United HealthCare to complete timely its year 2000
modifications or the inability of other companies with which United HealthCare
does business to complete timely their year 2000 modifications could adversely
affect United HealthCare's business.
ADMINISTRATION AND MANAGEMENT
Efficient and cost-effective administration of United HealthCare's
operations is integral to United HealthCare's profitability and competitive
positioning. While United HealthCare attempts to effectively manage such
expenses, increases in staff-related and other administrative expenses may occur
from time-to-time due to business or product start-ups or expansions, growth or
changes in business, acquisitions, regulatory requirements or other reasons.
United HealthCare is in the process of reorganizing its operations into six
business units, which reorganization could impose additional administrative
expenses. Such expense increases are not clearly predictable and increases in
administrative expenses may adversely affect results.
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United HealthCare currently believes it has a relatively experienced,
capable management staff. The market for management personnel in the healthcare
industry is very competitive. Loss of certain managers or a number of such
managers could adversely affect United HealthCare's ability to administer and
manage its business.
MARKETING
United HealthCare markets its products and services through both
employed sales people and independent sales agents. Although United HealthCare
has a number of such sales employees and agents, if certain key sales employees
or agents or a large subset of such individuals were to leave United HealthCare,
its ability to retain existing customers and members could be impaired. In
addition, certain of United HealthCare's customers or potential customers
consider rating, accreditation or certification of United HealthCare by various
private or governmental bodies or rating agencies necessary or important.
Certain of United HealthCare's health plans or other business units may not have
obtained or may not desire or be able to obtain or to maintain such
accreditation or certification which could adversely affect United HealthCare's
ability to obtain or retain business with such customers.
RIGHTS TO DATA AND PROPRIETARY INFORMATION
Many of the products that are part of United HealthCare's knowledge
and information-related business depend significantly on the integrity of the
data on which they are based. If the information contained in United
HealthCare's databases were found or perceived to be inaccurate, or if such
information were generally perceived to be unreliable, commercial acceptance of
the Company's database-related products would be materially and adversely
affected. Furthermore, the use of patient data by United HealthCare's knowledge
and information-related business is subject to regulation at federal, state and
local levels. These laws and rules are subject to frequent change by
legislation or administrative interpretation. These restrictions could
adversely affect the revenue from these products of United HealthCare's
knowledge and information-related business and, more generally, its business,
financial condition and results of operations.
The success of United HealthCare's knowledge and information-related
business is also dependent to a significant extent on its ability to maintain
proprietary rights to its products. United HealthCare relies on its agreements
with customers, confidentiality agreements with employees, trade secrets,
copyrights and patents to protect its proprietary rights. There can be no
assurance that the legal protections available to and the precautions taken by
United HealthCare will be adequate to prevent misappropriation of United
HealthCare's proprietary information. In addition, substantial litigation
regarding intellectual property rights exists in the software industry, and
United HealthCare expects that software products may be increasingly subject to
third-party infringement claims as the number of products and competitors in
this industry segment grows and the functionality of products overlaps. Such
claims could have a material adverse effect on United HealthCare's knowledge and
information-related business's ability to market and sell its products and on
its business, financial condition and results of operations.
ACQUISITIONS
United HealthCare has made several large acquisitions in recent years
and has an active, ongoing acquisition program. These acquisitions may entail
certain risks and uncertainties in addition to those present in its ongoing
business operations, unknown liabilities, unforseen administrative needs, or
increased efforts to integrate the acquired operations. Failure to identify
liabilities, to anticipate additional administrative needs or to integrate
effectively acquired operations could result in reduced revenues, increased
administrative and other costs, or customer confusion or dissatisfaction.
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STOCK MARKET
The market prices of the securities of certain of the publicly-held
companies in the industry in which United HealthCare operates have shown
volatility and sensitivity in response to many factors, including general
market trends, public communications regarding managed care, legislative or
regulatory actions, health care cost trends, pricing trends, competition,
earnings or membership reports of particular industry participants, and
acquisition activity. There can be no assurances regarding the level or
stability of United HealthCare's share price at any time or of the impact of
these or any other factors on the share price.
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SELECTED CONSOLIDATED FINANCIAL DATA
The following table summarizes certain selected historical
consolidated financial data of United HealthCare which should be read in
conjunction with the consolidated financial statements of United HealthCare, and
the notes thereto, incorporated by reference into this Prospectus. The
financial data for the five years ended December 31, 1996 have been derived from
the audited consolidated financial statements of United HealthCare. The
financial data as of and for the nine months ended September 30, 1997 and 1996
have been derived from the unaudited condensed consolidated financial statements
of United HealthCare. In the opinion of United HealthCare's management, all
adjustments, consisting of only normal recurring adjustments, necessary for a
fair presentation of the financial data for the nine months ended September 30,
1997 and 1996 have been reflected therein. Operating results for the nine
months ended September 30, 1997 are not necessarily indicative of the results
that may be expected for the full year.
<TABLE>
<CAPTION>
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, FOR THE YEARS ENDED DECEMBER 31,
----------------------- -------------------------------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
---------- ---------- ------------ ----------- ---------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED OPERATING
RESULTS:
Revenues................... $8,740,571 $7,397,651 $10,073,790 $5,670,878 $3,768,882 $3,115,202 $2,200,636
Earnings from operations... $ 549,975 $ 439,888(1) $ 596,410(2) $ 460,785(3) $ 506,047 $ 336,351 $ 207,306
Net earnings before
extraordinary gain........ $ 340,671 $ 260,494(1) $ 355,637(2) $ 285,964(3) $ 288,139(4) $ 212,078 $ 130,591
Extraordinary gain on sale
of subsidiary, net........ -- -- -- -- 1,377,075(5) -- --
Net earnings............... $ 340,671 $ 260,494(1) $ 355,637(2) $ 285,964(3) $1,665,214 $ 212,078 $ 130,591
Convertible preferred stock
dividends................. $ 21,564 $ 21,564 28,752 7,188 -- -- --
Net earnings applicable to
common stockholders....... $ 319,107 $ 238,930 $ 326,885 $ 278,776 $1,665,214 $ 212,078 $ 130,591
NET EARNINGS PER COMMON
SHARE:
Net earnings before
extraordinary gain....... $ 1.68 $ 1.29(1) $ 1.76(2) $ 1.57(3) $ 1.64(4) $ 1.23 $ 0.79
Extraordinary gain........ -- -- -- -- 7.86(5) -- --
Net earnings.............. $ 1.68 $ 1.29(1) $ 1.76(2) $ 1.57(3) $ 9.50 $ 1.23 $ 0.79
DIVIDENDS PER SHARE:
Common stock.............. $ 0.03 $ 0.03 $ 0.03 $ 0.03 $ 0.03 $ 0.015 $ 0.0075
Convertible preferred
stock.................... $ 43.13 $ 43.13 $ 57.50 $ 14.38 -- -- --
Weighted-average number of
common shares outstanding. 190,450 185,030 185,845 177,443 175,209 171,739 166,091
CONSOLIDATED FINANCIAL
POSITION
(AT PERIOD END):
Cash and investments....... $3,547,151 $3,318,624 $ 3,452,261 $3,078,395 $2,769,390 $1,169,433 $ 923,576
Total assets............... $7,241,295 $6,701,279 $ 6,996,630 $6,160,986 $3,489,479 $1,787,354 $1,321,174
Long-term obligations...... $ 14,206 $ 34,503 $ 29,443 $ 31,152 $ 24,275 $ 39,099 $ 24,132
Stockholders' equity....... $4,271,557 $3,714,666 $ 3,823,087 $3,188,020 $2,795,456 $1,085,410 $ 822,903
</TABLE>
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(1) Excluding the non-operating merger costs associated with the acquisition of
HealthWise of America, Inc. of $14.9 million ($9.1 million after tax, or
$0.05 per common share) and the provision for future losses on two multi-
year contracts of $45.0 million ($27.4 million after tax, or $0.15 per
common share), 1996 earnings from operations and net earnings would have
been $484.9 million and $297.1 million, or $1.49 per common share.
(2) Excluding the non-operating merger costs associated with the acquisition of
HealthWise of America, Inc. of $14.9 million ($9.1 million after tax, or
$0.05 per common share) and the provision for future losses on two multi-
year contracts of $45.0 million ($27.4 million after tax, or $0.15 per
common share), 1996 earnings from operations and net earnings would have
been $641.4 million and $392.2 million, or $1.96 per common share.
(3) Excluding restructuring charges of $153.8 million ($96.9 million after tax,
or $0.55 per common share) associated with the acquisition of The
MetraHealth Companies, Inc., 1995 earnings from operations and net earnings
would have been $614.6 million and $382.9 million, or $2.12 per common
share.
(4) Excluding the non-operating merger costs of $35.9 million ($22.3 million
after income taxes, or $0.13 per common share) incurred in connection with
the acquisitions of Complete Health Services, Inc. and Ramsay-HMO, Inc.,
1994 net earnings before extraordinary gain would have been $310.4 million,
or $1.77 per common share.
(5) On May 27, 1994, United HealthCare sold Diversified Pharmaceutical Services,
Inc. (Diversified), then a wholly-owned subsidiary, to SmithKline Beecham
Corporation for $2.3 billion in cash. In connection with this transaction,
United HealthCare recognized an extraordinary gain after transaction costs
and income tax effects of $1.38 billion, or $7.86 per share. The results of
Diversified subsequent to the sale are not included in the financial
information presented above.
-9-
<PAGE>
MANAGEMENT OF UNITED HEALTHCARE AND ADDITIONAL INFORMATION
Certain information about executive compensation, voting securities
and the principal holders thereof, certain relationships and related
transactions, and other related matters concerning United HealthCare is included
or incorporated by reference in United HealthCare's Annual Report on Form 10-K
filed with the Commission and incorporated herein by reference. A copy of
United HealthCare's most recent Annual Report on Form 10-K can be obtained by
contacting United HealthCare at the address or telephone number set forth under
"Available Information."
EXPERTS
The consolidated balance sheets as of December 31, 1996 and 1995, and
the consolidated statements of operations, shareholders' equity and cash flows
for each of the three years in the period ended December 31, 1996, of United
HealthCare Corporation incorporated by reference in this Prospectus have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, which is incorporated herein by reference in
reliance upon the authority of said firm as experts in giving said report.
With respect to the unaudited interim financial information of United
HealthCare Corporation for the quarters ended March 31, 1997, June 30, 1997 and
September 30, 1997 incorporated by reference in this Prospectus, Arthur Andersen
LLP has applied limited procedures in accordance with professional standards for
a review of that information. However, their separate reports thereon state
that they did not audit and they do not express an opinion on that interim
financial information. Accordingly, the degree of reliance on their reports on
that information should be restricted in light of the limited nature of the
review procedures applied. In addition, the accountants are not subject to the
liability provisions of Section 11 of the Securities Act for their reports on
the unaudited interim financial information because these reports are not
"reports" or "parts" of the Prospectus prepared or certified by the accountants
within the meaning of Sections 7 and 11 of the Securities Act.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon for
United HealthCare by the General Counsel of United HealthCare.
-10-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. 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.
ITEM 21. EXHIBITS
5 Opinion of the General Counsel of United HealthCare re legality.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of the General Counsel of United HealthCare (included in
Exhibit 5 to this Registration Statement).
24 Powers of Attorney.
ITEM 22. UNDERTAKINGS
Reg. S-K, Item 512(a) Undertaking: The undersigned registrant hereby
undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
II-1
<PAGE>
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
Reg. S-K, Item 512(b) Undertaking: The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Reg. S-K, Item 512(g) Undertaking:
(1) The undersigned registrant hereby undertakes as follows:
that prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this
registration statement, by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c), such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be
deemed underwriters, in addition to the information called for by
the other items of the applicable form.
(2) The registrant undertakes that every prospectus (i) that
is filed pursuant to paragraph (1) immediately preceding, or (ii)
that purports to meet the requirements of section 10(a)(3) of the
Securities Act of 1933 and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an
amendment to the Registration Statement and will not be used until
such amendment is effective and that, for purposes 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.
Reg. S-K, Item 512(h) Undertaking: Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers, and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
II-2
<PAGE>
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.
Form S-4, Item 22(b) Undertaking: The undersigned registrant hereby
undertakes to respond to requests for information that is incorporated by
reference into the Prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
Registration Statement through the date of responding to the request.
Form S-4, Item 22(c) Undertaking: The undersigned registrant hereby
undertakes to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the Registration Statement when it became
effective, to the extent required by General Instruction H.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 January 21, 1998.
UNITED HEALTHCARE CORPORATION
By /s/ David J. Lubben
---------------------------------
David J. Lubben, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on January 21, 1998.
Signature Title
--------- -----
/s/ William W. McGuire, M.D. President, Chief Executive Officer and Director
- ------------------------------
William W. McGuire, M.D. (principal executive officer)
/s/ David P. Koppe Chief Financial Officer (principal financial
- ------------------------------
David P. Koppe officer and principal accounting officer)
* Director
- ------------------------------
William C. Ballard, Jr.
* Director
- ------------------------------
Richard T. Burke
* Director
- ------------------------------
James A. Johnson
Director
- ------------------------------
Thomas H. Kean
* Director
- ------------------------------
Douglas W. Leatherdale
* Director
- ------------------------------
Walter F. Mondale
* Director
- ------------------------------
Mary O. Mundinger
* Director
- ------------------------------
Robert L. Ryan
* Director
- ------------------------------
Kennett L. Simmons
* Director
- ------------------------------
William G. Spears
* Director
- ------------------------------
Gail R. Wilensky
*By /s/ David J. Lubben
---------------------------
David J. Lubben
As Attorney-In-Fact
II-4
<PAGE>
[Letterhead of David J. Lubben, Esq.]
Exhibit 5
Board of Directors
United HealthCare Corporation
300 Opus Center
9900 Bren Road East
Minnetonka, Minnesota 55343
Re: Registration Statement on Form S-4 (Acquisition Shelf)
Ladies and Gentlemen:
As General Counsel of United HealthCare Corporation, a Minnesota
corporation (the "Company"), I am familiar with the affairs of the Company.
This opinion is being delivered in connection with a Registration Statement on
Form S-4 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, relating to the issuance from time to time by the Company of up to
6,500,000 shares of its common stock, par value $.01 per share (the "Common
Stock"), in connection with possible future business combination transactions in
which the Company and its subsidiaries may engage.
I and members of my staff have examined such documents, including
resolutions adopted by the Board of Directors with respect to the Registration
Statement and the Common Stock (the "Resolutions"), and have reviewed such
questions of law, as I have deemed necessary for the purposes of rendering the
opinions set forth below.
Based on the foregoing, I am of the opinion that when a particular
issuance of shares of Common Stock has been authorized by the Board of Directors
or has been authorized by officers of the Company pursuant to authority granted
in the Resolutions, such Common Stock will have been duly authorized by all
<PAGE>
requisite corporate action and, upon issuance and delivery and thereof pursuant
to the terms of the related business combination transaction, will be validly
issued, fully paid and nonassessable.
In rendering the opinions set forth above, I have assumed that, at the
time of the issuance and delivery of Common Stock, the Resolutions will not have
been modified or rescinded and there will not have occurred any change in the
law affecting the authorization, execution, delivery, or validity of the Common
Stock.
The opinions expressed above are limited to the laws of the State of
Minnesota and the federal laws of the United States of America.
I hereby consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption " Legal
Matters" contained in the Prospectus included therein.
Dated: January 21, 1998
Very truly yours,
/s/ David J. Lubben
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accounts, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-4 of our report dated
February 28, 1997 incorporated by reference United HealthCare Corporation's
Annual Report on Form 10-K for the year ended December 31, 1996 and to all
references to our firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Minneapolis, Minnesota
January 20, 1998
<PAGE>
Exhibit 24
POWER OF ATTORNEY
(Form S-4 Acquisition Shelf)
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David J. Lubben and William W.
McGuire, M.D., his 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-4 to be filed under the Securities Act of 1933, as amended,
for the registration of the common stock referred to therein in connection with
possible future acquisitons as described 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: January 21, 1998
/s/ William C. Ballard, Jr. /s/ Mary O. Mundinger
------------------------------------- --------------------------------------
William C. Ballard, Jr. Mary O. Mundinger
/s/ Richard T. Burke /s/ Robert L. Ryan
------------------------------------- --------------------------------------
Richard T. Burke Robert L. Ryan
/s/ James A. Johnson /s/ Kennett L. Simmons
------------------------------------- --------------------------------------
James A. Johnson Kennett L. Simmons
/s/ William G. Spears
------------------------------------- --------------------------------------
Thomas H. Kean William G. Spears
/s/ Douglas W. Leatherdale /s/ Gail R. Wilensky
------------------------------------- --------------------------------------
Douglas W. Leatherdale Gail R. Wilensky
/s/ Walter F. Mondale
-------------------------------------
Walter F. Mondale
