SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 27, 1998 UNITED HEALTHCARE CORPORATION (Exact name of registrant as specified in its charter) MINNESOTA 1-10864 41-1321939 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 300 Opus Center 9900 Bren Road East Minnetonka, Minnesota 55343 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (612) 936-1300 N/A (Former name or former address, if changed since last report) Item 5. Other Events On May 28, 1998, United HealthCare Corporation, a Minnesota corporation ("United HealthCare") and Humana Inc., a Delaware corporation ("Humana") issued a press release announcing that Humana, United HealthCare and UH-1 Inc., a Delaware corporation and a wholly-owned subsidiary of United HealthCare ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated May 27, 1998, pursuant to which Merger Sub will be merged with and into Humana (the "Merger") with Humana as the corporation surviving in the Merger. Pursuant to the terms of the Merger Agreement, each share of common stock, $0.16 2/3 par value per share, of Humana outstanding at the effective time of the Merger will be converted into 0.5 shares of common stock, $0.01 par value per share, of United HealthCare. The preceding is qualified in its entirety by reference to the press release, which is attached hereto as an Exhibit and incorporated by reference herein. Item 7. Exhibits. 99.1 Text of Joint Press Release, dated May 28, 1998, issued by United HealthCare and Humana. -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNITED HEALTHCARE CORPORATION By: /s/ David J. Lubben -------------------------------- Name: David J. Lubben Title: General Counsel and Secretary Date: May 29, 1998 -3-