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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
UNIVERSAL HEALTH SERVICES, INC.
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(Name of Issuer)
Class B Common Stock, $.01 Par Value
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(Title of Class of Securities)
913903100
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(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
65 East 55th Street, 33rd Floor
New York, New York 10022
(212) 872-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 20, 1994
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Continued on following page(s)
Page 1 of 6 Pages
Exhibit Index: None
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SCHEDULE 13D
CUSIP NO. 913903100 PAGE 2 OF 6 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS (doing business as SOROS FUND MANAGEMENT)
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. / /
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
UNITED STATES
<TABLE>
<S> <C> <C>
7 Sole Voting Power
Number of 775,100
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 775,100
With
10 Shared Dispositive Power
0
</TABLE>
11 Aggregate Amount Beneficially Owned by Each Reporting Person
775,100
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
5.9%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 to Schedule 13D relates to shares (the "Shares")
of Class B Common Stock, $.01 par value, of Universal Health Services, Inc.
(the "Issuer"). This Amendment No. 2 is being filed to report certain
transactions, including several recent purchases, in the Shares and amends the
initial statement on Schedule 13D filed by Mr. Soros (the "Reporting Person")
on May 19, 1994, as amended by Amendment No. 1 filed on June 29, 1994 (together
the "Initial Statement"). Reference is made to the Initial Statement for
information concerning certain defined terms used herein and not otherwise
defined herein.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Quantum Partners expended $1,473,567 of its working capital to
purchase the Shares which are reported in Item 5(c) as having been purchased
for its account since August 27, 1994, the sixty days prior to the date hereof.
Quasar Partners expended $1,318,240 of its working capital to purchase the
Shares which are reported in Item 5(c) as having been purchased for its account
since August 27, 1994, the sixty days prior to the date hereof. The Shares
held by the SFM Clients were purchased through margin accounts maintained for
each of them with Arnhold and S. Bleichroeder, Inc., which extends margin
credit to the SFM Clients as and when required to open or carry positions in
their respective margin accounts, subject to applicable Federal margin
regulations, stock exchange rules and the firm's credit policies. The
positions held in the margin accounts, including the Shares, are pledged as
collateral security for the repayment of debit balances in the respective
accounts.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the Shares for the account of the SFM
Clients for investment purposes, and the Reporting Person does not have any
present plans or proposals that relate to or would result in any change in the
business, policies, management, structure or capitalization of the Issuer. The
Reporting Person reserves the right to acquire additional securities of the
Issuer, to dispose of such securities at any time or to formulate other
purposes, plans or proposals regarding the Issuer or any of its securities, to
the extent deemed advisable in light of its general investment and trading
policies, market conditions or other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person may be deemed the beneficial owner of
775,100 Shares (approximately 5.9% of the total number of Shares outstanding).
This number consists of (i) 407,700 Shares held for the account of Quantum
Partners (approximately 3.12% of the total number of Shares outstanding) and
(ii) 367,400 Shares held for the account of Quasar Partners (approximately
2.78% of the total number of Shares outstanding). Mr. Soros, as sole
proprietor of SFM, may be considered a beneficial owner of the Shares held for
the account of the SFM Clients by reason of the SFM Contracts with the SFM
Clients for the purposes of Section 13(d) of the 1934 Act.
(b) SFM exercises the sole power to direct the disposition and
voting of the 407,700 Shares held for the account of Quantum Partners and the
367,400 Shares held for the account of Quasar Partners.
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(c) A schedule identifying all transactions involving the Shares
effected by the Reporting Person since August 27, 1994, the sixty days prior to
the date hereof, is included as Annex A hereto and is incorporated by reference
in response to this Item 5(c). Each of the transactions was executed in
conventional brokerage transactions in the over-the-counter market. Except for
the transactions listed in Annex A, there have been no transactions with
respect to the Shares during the sixty days prior to this filing by the
Reporting Person or other persons identified in response to Item 2.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Power of Attorney, dated December 11, 1991, granted by Mr.
George Soros in favor of Mr. Sean C. Warren (filed as Exhibit A to the Initial
Statement and incorporated herein by reference).
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: October 26, 1994 GEORGE SOROS
By: /s/ SEAN C. WARREN
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Sean C. Warren
Attorney-in-Fact
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Page 6
ANNEX A
RECENT TRANSACTIONS IN COMMON STOCK OF UNIVERSAL HEALTH SERVICES, INC.
<TABLE>
<CAPTION>
For the Account of Date of Transaction Nature of Transaction Number of Shares Price per Share($)
------------------- --------------------- ----------------------- ------------------ --------------------
<S> <C> <C> <C> <C>
Quantum Partners LDC(1) 09/13/94 Sale 2,600 28.999
09/14/94 Sale 400 28.949
09/16/94 Sale 600 28.949
09/23/94 Purchase 1,300 26.560
09/23/94 Purchase 2,000 26.310
10/20/94 Sale 13,800 26.938
10/20/94 Sale 26,000 26.939
10/21/94 Purchase 13,000 25.810
10/24/94 Purchase 10,600 24.948
10/24/94 Purchase 26,500 24.765
10/25/94 Purchase 5,300 24.560
</TABLE>
<TABLE>
<CAPTION>
For the Account of Date of Transaction Nature of Transaction Number of Shares Price per Share($)
------------------- --------------------- ----------------------- ------------------ --------------------
<S> <C> <C> <C> <C>
Quasar International 09/13/94 Sale 2,400 28.999
Partners C.V.(1) 09/14/94 Sale 300 28.949
09/16/94 Sale 400 28.949
09/23/94 Purchase 1,200 26.560
09/23/94 Purchase 1,700 26.310
10/20/94 Sale 35,100 26.939
10/20/94 Sale 100 29.930
10/21/94 Purchase 12,000 25.810
10/24/94 Purchase 9,400 24.948
10/24/94 Purchase 23,500 24.765
10/25/94 Purchase 4,700 24.560
</TABLE>
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(1) Transactions effected at the direction of Soros Fund Management
