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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
Universal Health Services, Inc.
(Name of Issuer)
Class B Common Stock, Par Value $0.01 per Share
(Title of Class of Securities)
913903100
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 18, 1994
(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
[ ].
*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 disclosures 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).
**The total number of shares reported herein is 631,700 shares,
which constitutes approximately 4.8% of the 13,027,917 shares that
the Issuer reported to be outstanding in its most recent quarterly
or annual report filed with the Securities and Exchange Commission
pursuant to the Act.
1. Name of Reporting Person:
The Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 252,200 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 252,200 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
252,200
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.9%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, Perry R. Bass.
1. Name of Reporting Person:
Perry R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 252,200 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 252,200 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
252,200 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.9%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacities as sole trustee and as one of two
trustors of The Bass Management Trust.
1. Name of Reporting Person:
Nancy L. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
252,200 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.9%
14. Type of Reporting Person: IN
- ----------
(1) Solely in her capacity as one of two trustors of The Bass
Management Trust.
1. Name of Reporting Person:
Sid R. Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 314,125 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 314,125 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
314,125 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.4%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through one of its Trustees and its sole
Trustor, Sid R. Bass.
1. Name of Reporting Person:
Sid R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Sid R. Bass is a
citizen of the United States of America
7. Sole Voting Power: 314,125 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 314,125 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
314,125 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.4%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as a Trustee of the Sid R. Bass
Management Trust and by virtue of his ability to revoke same.
1. Name of Reporting Person:
Lee M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Lee M. Bass is a
citizen of the United States of America
7. Sole Voting Power: 65,375
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 65,375
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
65,375
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.5%
14. Type of Reporting Person: IN
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby amend their Schedule
13D Statement dated October 31, 1991, as amended by Amendment No.
1 dated November 13, 1991, Amendment No. 2 dated January 24, 1992,
Amendment No. 3 dated July 13, 1992, Amendment No. 4 dated October
5, 1992, Amendment No. 5 dated October 16, 1992, Amendment No. 6
dated December 1, 1992, Amendment No. 7 dated June 11, 1993,
Amendment No. 8 dated November 29, 1993, Amendment No. 9 dated
December 15, 1993, and Amendment No. 10 dated March 10, 1994 (the
"Schedule 13D"), relating to the Class B Common Stock, par value
$0.01 per share of Universal Health Services, Inc. Unless
otherwise indicated, all defined terms used herein shall have the
same meanings ascribed to them in the Schedule 13D.
Item 1. SECURITY AND ISSUER.
No material change
Item 2. IDENTITY AND BACKGROUND.
Paragraph (a) of Item 2 hereby is amended by adding at the end
thereof the following:
As a result of occurrences since the last filing on Schedule
13D, Lee M. Bass ("LMB") shall be a Reporting Person with respect
to this filing on Schedule 13D.
Paragraphs (b) and (c) of Item 2 hereby are amended to add
information with respect to LMB as follows:
(b)-(c)
LMB
LMB's principal occupation or employment is serving as
President of Lee M. Bass, Inc. ("LMB, Inc."). LMB's business
address is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
LMB, Inc. is a Texas corporation. LMB, Inc.'s principal
businesses are the ownership and operation of oil and gas
properties (through BEPCO), the ownership and operation of gas
processing plants and carbon black plants (through various
partnerships), farming and ranching, investing in marketable
securities and real estate investment and development. The
principal business address of LMB, Inc., which also serves as its
principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas
76102.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 hereby is amended in its entirety to read as follows:
The source and amount of the funds used or to be used by the
Reporting Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
BMT Trust Funds(1) $29,815,777.70(2)
PRB Not Applicable Not Applicable
NLB Not Applicable Not Applicable
SRBMT Trust Funds (1) $ 7,745,767.29 (3)
SRB Not Applicable Not Applicable
LMB Personal Funds (4) $12,966,393.45 (5)
(1) As used herein, the term "Trust Funds" includes income
from the various investments of the trust plus sums borrowed from
banks and brokerage firm margin accounts for general purposes.
None of the funds reported herein as "Trust Funds" were borrowed or
otherwise obtained for the specific purpose of acquiring, handling,
trading or voting the Stock.
(2) This figure represents the total amount expended by BMT
for all purchases of shares of the Stock, without subtracting
sales. Therefore, such figure does not accurately reflect BMT's
current net investment in shares of the Stock. BMT has recouped
through sales its entire investment in shares of the Stock.
(3) This figure represents the total amount expended by SRBMT
for all purchases of shares of the Stock, without subtracting
sales. Therefore, such figure does not accurately reflect SRBMT's
current net investment in shares of the Stock. SRBMT's current
aggregate net investment in shares of the Stock is $5,713,114.23.
(4) As used herein, the term "Personal Funds" may include sums
borrowed from banks and brokerage firm margin accounts, none of
which were borrowed or otherwise obtained for the specific purpose
of acquiring, handling, trading or voting the Stock.
(5) This figure represents the total amount expended by LMB
for all purchases of shares of the Stock, without subtracting
sales. Therefore, such figure does not accurately reflect LMB's
current net investment in shares of the Stock. LMB's current
aggregate net investment in shares of the Stock is $425,316.51.
Item 4. PURPOSE OF TRANSACTION.
No material change
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a)-(c) of Item hereby are amended in their
entireties, to read as follows:
(a)
BMT
The aggregate number of shares of the Stock that BMT owns
beneficially, pursuant to Rule 13d-3 under the Act, is 252,200,
which constitutes approximately 1.9% of the outstanding shares of
the Stock.
PRB
Because of his positions as Trustee and a Trustor of BMT, PRB
may, pursuant to Rule 13d-3 under the Act, be deemed to be the
beneficial owner of 252,200 shares of the Stock, which constitutes
approximately 1.9% of the outstanding shares of the Stock.
NLB
Because of her position as a Trustor of BMT, NLB may, pursuant
to Rule 13d-3 under the Act, be deemed to be the beneficial owner
of 252,200 shares of the Stock, which constitutes approximately
1.9% of the outstanding shares of the Stock.
SRBMT
The aggregate number of shares of the Stock that SRBMT owns
beneficially, pursuant to Rule 13d-3 under the Act, is 314,125,
which constitutes approximately 2.4% of the outstanding shares of
the Stock.
SRB
Because of his position as a Trustee of SRBMT and by virtue of
his power to revoke same, SRB may, pursuant to Rule 13d-3 under the
Act, be deemed to be the beneficial owner of 314,125 shares of the
Stock, which constitutes approximately 2.4% of the outstanding
shares of the Stock.
LMB
The aggregate number of shares of the Stock that LMB owns
beneficially, pursuant to Rule 13d-3 under the Act, is 65,375,
which constitutes approximately 0.5% of the outstanding shares of
the Stock.
To the best of the knowledge of each of the Reporting Persons,
other than is set forth above, none of the persons named in Item 2
herein is the beneficial owner of any shares of the Stock.
(b)
BMT
Acting through its Trustee, BMT has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of
252,200 shares of the Stock.
PRB
In his capacity as Trustee of BMT, PRB has the sole power to
vote or to direct the vote and to dispose or to direct the
disposition of 252,200 shares of the Stock.
NLB
NLB has no power to vote or to direct the vote or to dispose or
to direct the disposition of any shares of the Stock.
SRBMT
Acting through SRB, one of its Trustees, SRBMT has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 314,125 shares of the Stock.
SRB
As a Trustee and Trustor of SRBMT, SRB has the sole power to
vote or to direct the vote and to dispose or to direct the
disposition of 314,125 shares of the Stock.
LMB
LMB has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 65,375 shares of the Stock.
(c) During the past 60 days, the Reporting Persons have
purchased and sold shares of the Stock in open market transactions
on the New York Stock Exchange, as follows:
REPORTING NO. OF SHARES PURCHASED(P) PRICE PER
PERSON DATE OR SOLD(S) SHARE
BMT 05/20/94 2,000 (P) $ 26.65
BMT 06/01/94 30,400 (S) 26.07
BMT 06/02/94 2,200 (S) 25.94
SRBMT 06/02/94 18,500 (S) 25.94
BMT 06/21/94 5,600 (S) 26.44
SRBMT 06/21/94 6,900 (S) 26.44
BMT 06/28/94 20,100 (P) 25.31
BMT 06/28/94 800 (P) 25.59
SRBMT 06/28/94 25,300 (P) 25.31
SRBMT 06/28/94 1,000 (P) 25.59
LMB 06/28/94 4,600 (P) 25.31
LMB 06/28/94 200 (P) 25.59
BMT 06/29/94 1,200 (P) 26.32
SRBMT 06/29/94 1,525 (P) 26.32
LMB 06/29/94 275 (P) 26.32
BMT 06/30/94 800 (P) 26.09
SRBMT 06/30/94 1,000 (P) 26.09
LMB 06/30/94 200 (P) 26.09
BMT 07/07/94 800 (P) 26.44
SRBMT 07/07/94 1,000 (P) 26.44
LMB 07/07/94 200 (P) 26.44
BMT 07/08/94 4,000 (P) 27.94
BMT 07/14/94 7,000 (S) 28.32
BMT 07/14/94 20,000 (S) 28.32
SRBMT 07/14/94 33,000 (S) 28.32
BMT 07/18/94 6,000 (S) 28.94
SRBMT 07/18/94 7,400 (S) 28.94
BMT 07/19/94 1,700 (S) 29.19
SRBMT 07/19/94 2,100 (S) 29.19
BMT 07/19/94 4,500 (S) 29.19
SRBMT 07/19/94 5,500 (S) 29.19
Except as set forth in this paragraph (c), to the best of the
knowledge of each of the Reporting Persons, none of the persons
named in response to paragraph (a) has effected any transactions in
shares of the Stock during the past 60 days.
(d) No material change
(e) The Reporting Persons ceased to be the beneficial owners
of more than five percent of the Stock on July 18, 1994.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii),
filed herewith.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
DATED: July 19, 1994
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
PERRY R. BASS (2)
NANCY L. BASS (3)
SID R. BASS MANAGEMENT
TRUST (4)
SID R. BASS (5)
LEE M. BASS (6)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of The Bass Management Trust previously has been
filed with the Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Perry R. Bass previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Nancy L. Bass previously has been filed with the
Securities and Exchange Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Sid R. Bass Management Trust previously has been
filed with the Securities and Exchange Commission.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Sid R. Bass previously has been filed with the
Securities and Exchange Commission.
(6) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Lee M. Bass previously has been filed with the
Securities and Exchange Commission.
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule
13d-1(f)(1)(iii), filed herewith
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agrees that the statement to which this Exhibit is
attached is filed on behalf of each of them in the capacities set
forth below.
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
PERRY R. BASS (2)
NANCY L. BASS (3)
SID R. BASS MANAGEMENT
TRUST (4)
SID R. BASS (5)
LEE M. BASS (6)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of The Bass Management Trust previously has been
filed with the Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Perry R. Bass previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Nancy L. Bass previously has been filed with the
Securities and Exchange Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Sid R. Bass Management Trust previously has been
filed with the Securities and Exchange Commission.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Sid R. Bass previously has been filed with the
Securities and Exchange Commission.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Lee M. Bass previously has been filed with the
Securities and Exchange Commission.