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, October 19, 2001 and
November 13, 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, October 19, 2001
and November 13, 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, 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 "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
---- ---------------- ----------- ----------------
CIBC World Markets (International) Arbitrage ........ $ 10,000,000 1.70% 112,048
Any other holder of debentures or future
transferee, pledgee, donee or successor of any
holder ............................................. 8,951,000 1.52% 100,294
Total .......................................... $586,992,000 100.00% 6,577,040*
============ ====== =========
_______________
* 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 28, 2001.