Filed Pursuant to Rule 424(b)(3) and (c)
Registration Number 333-46098
PROSPECTUS SUPPLEMENT (to prospectus dated
November 2, 2000 and supplemented November
9, 2000, November 21, 2000, November 29,
2000, December 13, 2000, January 11, 2001,
January 19, 2001, January 30, 2001,
February 8, 2001, February 22, 2001, March
5, 2001, April 5, 2001, April 19, 2001,
May 10, 2001, July 5, 2001, July 12, 2001,
July 27, 2001 and October 19, 2001)
$586,992,000
UNIVERSAL HEALTH SERVICES, INC.
CONVERTIBLE DEBENTURES DUE 2020
AND
CLASS B COMMON STOCK ISSUABLE
UPON CONVERSION OF THE DEBENTURES
This prospectus supplement supplements the prospectus dated November 2,
2000 and supplemented November 9, 2000, November 21, 2000, November 29, 2000,
December 13, 2000, January 11, 2001, January 19, 2001, January 30, 2001,
February 8, 2001, February 22, 2001, March 5, 2001, April 5, 2001, April 19,
2001, May 10, 2001, July 5, 2001, July 12, 2001, July 27, 2001 and October 19,
2001 (the "prospectus") of Universal Health Services, Inc. ("UHS" or "our")
relating to the sale by certain of our securityholders or by their transferees,
pledgees, donees or other successors (the "selling securityholders") of up to
$586,992,000 principal amount at maturity of UHS's convertible debentures due
2020 (the "debentures") and the shares of our class B common stock issuable upon
conversion of the debentures. You should read this prospectus supplement in
conjunction with the prospectus, and this prospectus supplement is qualified by
reference to the prospectus except to the extent that the information in this
prospectus supplement supersedes the information contained in the prospectus.
SELLING SECURITYHOLDERS
The following table provides certain information with respect to the
principal amount at maturity of debentures beneficially owned by entities who
were not identified in the prospectus as selling securityholders and entities
who were identified as selling securityholders in the prospectus for whom the
information set forth in the prospectus has changed, the percentage of
outstanding debentures held by each such entity, and the number of shares of our
class B common stock issuable upon conversion of such outstanding debentures.
All information concerning beneficial ownership of the debentures has been
furnished to UHS by the selling securityholders, and the percentages are based
on $586,992,000 principal amount at maturity of debentures outstanding. The
number of shares of class B common stock that may be sold is calculated based
upon the current conversion rate of 11.2048 shares of class B common stock per
$1,000 principal amount at maturity of a debenture. The table of selling
securityholders in the prospectus is hereby amended to amend the information
provided for "Goldman Sachs & Company", "Any other holder of debentures or
future transferee, pledgee, donee or successor of any holder" and "Total" in the
table of selling securityholders in the prospectus.
Principal Amount at Percentage of Number of Shares of
Maturity of Debentures Debentures Class B Common Stock
Name That May Be Sold Outstanding That May Be Sold
---- ---------------- ----------- ----------------
Goldman Sachs & Company ........................... $ 2,585,000 * 28,964
Ramius Capital Group LLC. ......................... 2,000,000 * 22,409
Any other holder of debentures or future
transferee, pledgee, donee or successor of any
holder .......................................... 18,951,000 3.23% 212,342
Total ........................................ $586,992,000 100.00% 6,577,040**
============ ======= =========
-------------
* Less than 1%.
** Total differs from the amount registered due to the rounding down of
fractional shares of class B common stock issuable to each selling
securityholder upon conversion of the debentures.
The date of this prospectus supplement is November 13, 2001.