<PAGE>
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)
$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 (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. The table of selling
securityholders in the prospectus is hereby amended to include the entities who
are named below as selling securityholders, and 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.
<TABLE>
<CAPTION>
Principal Amount at Percentage of Number of Shares of
Maturity of Debentures Debentures Class B Common Stock That
Name That May Be Sold Outstanding May Be Sold
---- ---------------------- ------------- --------------------------
<S> <C> <C> <C>
Capital Markets Transaction........................ $ 10,000,000 1.70% 56,024
Quattro Fund, LLC.................................. 4,500,000 * 25,210
Salomon Brothers Asset Management, Inc............. 13,200,000 2.25% 73,951
Any other holder of debentures or future
transferee, pledgee, donee or successor of any
holder........................................... 187,333,000 31.91% 1,049,514
Total........................................ $586,992,000 100.00% 3,288,512**
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</TABLE>
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* 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 21, 2000.
