Filed Pursuant to Rule 424(b)(3) and (c)
Registration Number 333-46098
PROSPECTUS SUPPLEMENT
$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, November 13, 2001 and November 28, 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, as amended to date, may reflect the names of certain
selling securityholders who are transferees of the debentures beneficially held
by other selling securityholders previously identified in the table. As a
result, the totals of the amounts listed under the headings "Principal Amount at
Maturity of Debentures That May Be Sold" and "Number of Shares of Class B Common
Stock That May Be Sold" in the table, as amended to date, may exceed the actual
aggregate principal amount at maturity of debentures and the number of shares of
class B common stock issuable upon conversion of such debentures to which the
prospectus, as amended by this prospectus supplement, relates.
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
---- ---------------- ----------- ----------------
Primerica Life Insurance Company .............. $1,495,000 * 16,751
The Travelers Indemnity Company ............... 4,930,000 * 55,239
The Travelers Insurance Company--Life ......... 2,535,000 * 28,404
The Travelers Insurance Company Separate
Account TLAC ................................ 287,000 * 3,215
The Travelers Life and Annuity Company ........ 303,000 * 3,395
Travelers Series Trust Convertible Bond
Portfolio ................................... 450,000 * 5,042
_____________
* Less than 1%.
The date of this prospectus supplement is January 15, 2002.