Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock, $0.01 par value per share
(the "Common Stock"), of Universal Hospital Services, Inc., a Minnesota
corporation (the "Company"), the principal executive office of which is
located at 3800 West 80th Street, Bloomington, MN 55431. The Common
Stock is traded on the NASDAQ Stock Market.
Item 2. Identity and Backround.
(a) Name. The persons filing this Schedule 13D are Private Capital
Management, Inc. ("PCM"), and Michael J. Seaman. PCM, Mr. Sherman
and Mr. Seaman are collectively referred to as the "Reporting Persons".
Mr. Sherman is President of Private Capital Management, Inc. ("PCM")
and exercises shared dispositive power with respect to shares held
by it on behalf of its clients. Mr. Seaman is an employee of PCM
and affiliates thereof and he (i)does not exercise sole or shared
dispositive or voting powers with respect to shares held by PCM
(ii) disclaims beneficial ownership of shares held by Mr. Sherman,
PCM and (iii) disclaims, along with Mr. Sherman, the existence of a group.
(b) Business Address. Each of the Reporting Person's business address is
3003 Tamiami Trail North, Naples, FL 34103.
(c) Principal Occupation. PCM is a registered investment adviser
under the Investment Advisers Act of 1940. PCM has the power and authority
to make decisions to buy and sell securities on behalf of its clients.
Bruce S. Sherman is President and director of PCM. Mr. Sherman, as
President of PCM , has the authority to direct the actions of PCM,
including the decisions to buy and sell stock. Mr. Seaman is a Vice
President of PCM.
(d) None of the Reporting Persons has, during the last five years, been
convicted in any criminal proceedings (excluding traffic violations or
similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a
party to a civil proceeding of any judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject
to a judgement, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or a finding of any violation with respect to such laws.
(f) PCM is a corporation organized under the laws of the state of Florida.
Mr. Sherman and Mr. Seaman are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration.
PCM has acquired 388,800 shares of Common Stock at an aggregate purchase
price of $2,546,750 on behalf of its investment advisory clients. Funds
for these purchases were derived from the clients. Mr. Seaman has
acquired 22,000 shares of Common Stock at an aggregate purchase price of
$126,551 which were acquired with his personal funds.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Shares reported
in Item 5 below for investment purposes, The Reporting
Persons believe that the current market price of the
Shares does not reflect the intrinsic value of the Company
and view the Shares as an attractive investment opportunity
at this time.
The Reporting Persons believe that the Company
should consider taking proactive steps to enhance share-
holder value. Such steps could include, among other
things, a possible business combination with a strategic
or financial buyer, an extraordinary dividend, a repur-
chase of the Company's Shares, replacing existing members
of management, or nominating new persons to the Board of
Directors of the Company.
On several occasions during the past months,
representatives of the Reporting Persons have had
conversations with certain directors and officers of
the Company at which the foregoing issues were discussed.
The Reporting Persons intend to review their
investment in the Company on a continuing basis and
reserve the right to acquire additional Shares in the
open market or in privately negotiated transactions or
otherwise, to maintain their holdings at current levels
or to sell all or a portion of their holdings in the open
market or in privately negotiated transactions or other-
wise. Any such actions will depend upon, among other
things, the continuing evaluation of the Company's busi-
ness, financial condition, operations and prospects;
general market, economic and other conditions; the
relative attractiveness of alternative business and
investment opportunities; the actions of the management
and Board of Directors of the Company; and other future
developments. Furthermore, depending upon their continuing
assessment of the above factors and actions taken by
the Company to enhance shareholder value, the Reporting
Persons may consider taking such actions as they believe
would facilitate the enhancement of shareholder value for
all shareholders.
As part of their ongoing review, the Reporting
Persons may have additional discussions with third parties,
including other shareholders, or with management or
members of the Board of Directors of the Company regarding
the alternative ways of enhancing shareholder value.
Except as set forth above, the Reporting Persons
have no present plans or intentions which would result
in or relate to any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.
(a) The Company's Form 10-Q for the quarter ended June 30, 1996,
disclosed that 5,460,218 shares of the Common Stock were outstanding on
July 31, 1996. PCM beneficially owns 388,800 shares of the Common
Stcok on behalf of its clients which represent approximately 7.12% of
the outstanding shares of the Common Stock. Mr. Seaman beneficially
owns 22,000 shares of the Common Stock, respectively, which represents
0.04% of the outstanding shares of the Common Stock. As President
of PCM, Mr. Sherman may be deemed to be beneficial owner
of shares of the Common Stock in the PCM investment advisory accounts of
clients. While Mr. Sherman and PCM may be deemed to benificially own
388,800 shares of the Common Stock in the PCM investment advisory
accounts of clients, the filing of this Schedule 13D shall not be
construed as an admission that such persons are the beneficial owners
of any such securities. Mr. Sherman disclaims ownership of the
shares of the Common Stock deemed to be beneficially owned by PCM.
(b) PCM and Mr. Sherman, as President of PCM, have shared dispositive
power with respect to the shares of the Common Stock managed by PCM and
do not have either sole or shared voting power with respect to such shares
of the Common Stock. Mr. Seaman has sole voting and dispositive power with
respect to the shares of the Common Stock beneficially owned by him in
his individual capacities.
(c) The following table sets forth the Reporting Persons' transactions
in the shares of the Common Stock during the last 60 days:
Number of Purchase Price
Date Shares Per Share Transaction Effected
09/04/96 4,400 6.92 Open Market Sale
09/20/96 3,300 6.955 Open Market Purchase
10/16/96 6,000 7.17 Open Market Sale
(d) PCM, an investment advisor registered under the Investment
Advisors Act of 1940, pursuant to investment advisory contracts with its
clients has sole power to dispose or to direct the disposition of the
shares of the Common Stock in the advisory accounts. The individual
clients, none of whom individually owns beneficially more than 5% of
the total class of such securities, have the right to receive or the
power to direct the receipt of dividends from, and the proceeds from
the sale of, the shares of the Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Other than the investment advisory contracts with its clients and the
relationships as described in Item 5 above, the Reporting Persons are
not parties to any contract, arrangement, understanding or relationship
with respect to any securities of the Issuer, including but not
limited to transfer or voting of any of the shares of the Common Stock,
finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, the giving
or withholding of proxies or pledge or otherwise subject to a
contingency the occurrence of which would give another person voting or
investment power over the shares of the Common Stock.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - An agreement relating to the filing of Schedule 13D is hereby
filed as an exhibit.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true,
complete and correct.
Dated October 30, 1996
PRIVATE CAPITAL MANAGEMENT, INC.
By:(Signature)
Bruce S. Sherman
Chairman and President
(Signature)
Michael J. Seaman
Individually
Exhibit 1
AGREEMENT RELATING TO THE FILING OF JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f) OF THE SECURITIES EXCHANGE ACT OF 1934
The undersigned Reporting Persons agree that the Schedule 13D to
which this Agreement is attached is filed on behalf of each one of
them.
Dated: October 30, 1996
PRIVATE CAPITAL MANAGEMENT, INC
By: (Signature)
Bruce S. Sherman
Chairman and President
(Signature)
Michael J. Seaman
Individually
