<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,
November 21, 2000, November 29, 2000
and December 13, 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, November 21, 2000, November 29, 2000 and
December 13, 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 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. 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 "McMahan Securities Co. L.P.", "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>
Aftra Health Fund.................................. $ 1,100,000 * 6,162
First Union Securities Inc......................... 1,250,000 * 7,003
GLG Market Neutral Fund............................ 32,000,000 5.45% 179,276
Goldman Sachs & Company............................ 2,465,000 * 13,809
Mainstay Convertible Fund.......................... 4,600,000 * 25,771
Mainstay VP Convertible Portfolio.................. 2,700,000 * 15,126
McMahan Securities Co. L.P......................... 1,434,000 * 8,033
New York Life Insurance Company.................... 5,000,000 * 28,012
New York Life Separate Account #7.................. 2,000,000 * 11,204
</TABLE>
<PAGE>
<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>
Any other holder of debentures or future
transferee, pledgee, donee or successor of any
holder........................................... 61,366,000 10.45% 343,796
Total........................................ $586,992,000 100.00% 3,288,495**
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</TABLE>
_____________
* 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 January 11, 2001.
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