View:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
October 21, 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
[X].
*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 987,100 shares,
which constitutes approximately 7.6% of the 13,062,174 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: 391,700(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 391,700(1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
391,700 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.0%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through one of its Trustors and 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: 391,700(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 391,700(1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
391,700(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.0%
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:
391,700(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.0%
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: 491,485 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 491,485 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
491,485 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.8%
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: USA
7. Sole Voting Power: 491,485 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 491,485 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
491,485 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.8%
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: USA
7. Sole Voting Power: 103,915
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 103,915
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
103,915
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): .8%
14. Type of Reporting Person: IN
Item 1. SECURITY AND ISSUER.
This statement relates to shares of Class B Common Stock, par
value $0.01 per share (the "Stock"), of Universal Health Services,
Inc. (the "Issuer"). The principal executive offices of the Issuer
are located at 367 South Gulph Road, King of Prussia, Pennsylvania
19406.
Item 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of
the General Rules and Regulations under the Securities Exchange Act
of 1934, as amended (the "Act"), the undersigned hereby file this
Schedule 13D Statement on behalf of The Bass Management Trust
("BMT"), Perry R. Bass ("PRB"), Nancy L. Bass ("NLB"), Sid R. Bass
("SRB") and Lee M. Bass ("LMB"). BMT, PRB, NLB, SRBMT, SRB and LMB
are sometimes hereinafter collectively referred to as the
"Reporting Persons." The Reporting Persons are making this single,
joint filing because they may be deemed to constitute a "group"
within the meaning of Section 13(d)(3) of the Act, although neither
the fact of this filing nor anything contained herein shall be
deemed to be an admission by the Reporting Persons that a group
exists.
(b) -(c)
BMT
BMT is a revocable grantor trust established pursuant to the
Texas Trust Act. The principal business address of BMT, which also
serves as its principal office, is 201 Main Street, Suite 2700,
Fort Worth, Texas 76102. PRB is one of the Trustors and the sole
Trustee of BMT.
PRB
PRB's business address is 201 Main Street, Suite 2700, Fort
Worth, Texas 76102, and his present principal occupation or
employment at such address is serving as President of Perry R.
Bass, Inc. ("PRB, Inc.").
PRB, Inc. is a Texas corporation, the principal business of
which is ranching and the exploration for and production of
hydrocarbons. The principal business address of PRB, Inc., which
also serves as its principal office, is 201 Main Street, Suite
2700, Fort Worth, Texas 76102.
NLB
NLB's residence address is 45 Westover Road, Fort Worth, Texas
76107, and she is not presently employed. NLB is the other Trustor
of BMT.
SRBMT
SRBMT is a revocable trust existing under the laws of the
State of Texas. The address of SRBMT is 201 Main Street, Suite
2700, Fort Worth, Texas 76102. Pursuant to Instruction C to
Schedule 13D of the Act, information with respect to SRB, a Trustee
of SRBMT, is set forth below. Information with respect to PRB and
LMB, the other Trustees of SRBMT, is set forth above.
SRB
SRB's principal occupation or employment is serving as the
President of Sid R. Bass, Inc. ("SRB, Inc."). SRB's business
address is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
SRB, Inc. is a Texas corporation, the principal businesses of
which are the ownership and operation of oil and gas properties
(through Bass Enterprises Production Co. ["BEPCO"]), the ownership
and operation of gas processing plants (through various
partnerships), farming, investing in marketable securities and real
estate investment and development. The principal business address
of SRB, Inc., which also serves as its principal office, is 201
Main Street, Suite 2700, Fort Worth, Texas 76102.
BEPCO is a Texas corporation. BEPCO's principal business is
oil exploration and drilling and producing hydrocarbons. The
principal address of BEPCO, which also serves as its principal
office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
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.
(d)
None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e)
None of the entities or persons identified in this Item 2 has,
during the past five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f)
All of the natural persons identified in this Item 2 are
citizens of the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds 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) $33,618,465.20(2)
PRB Not Applicable Not Applicable
NLB Not Applicable Not Applicable
SRBMT Trust Funds (1) $12,560,850.92 (3)
SRB Not Applicable Not Applicable
LMB Personal Funds (4) $13,963,471.20 (4)
(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 net
investment in shares of the Stock is $10,277,966.22.
(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 net
investment in shares of the Stock is $1,422,394.26.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired and continue to hold the shares
of the Stock reported herein for investment purposes. Consistent
with such purposes, the Reporting Persons have had, and expect to
continue to have, discussions with management of the Issuer
concerning various operational and financial issues.
Depending on market conditions and other factors that each
Reporting Person may deem material to its investment decision, such
Reporting Person may purchase additional shares of the Stock in
open market or in private transactions. Depending on these same
factors, such Reporting Person may sell all or a portion of the
shares of the Stock that it now owns or hereafter may acquire.
Except as set forth in this Item 4, the Reporting Persons have
no present plans or proposals that related to or that would result
in any of the actions specified in clauses (a) through (j) of Item
4 of Schedule 13D of the Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
BMT
The aggregate number of shares of the Stock that BMT owns
beneficially, pursuant to Rule 13d-3 of the Act, is 391,700, which
constitutes approximately 3.0% 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 of the Act, be deemed to be the
beneficial owner of 391,700 shares of the Stock, which constitutes
approximately 3.0% of the outstanding shares of the Stock.
NLB
Because of her position as a Trustor of BMT, NLB may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
391,700 shares of the Stock, which constitutes approximately 3.0%
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 of the Act, is 491,485, which
constitutes approximately 3.8% 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 of the
Act, be deemed to be the beneficial owner of 491,485 shares of the
Stock, which constitutes approximately 3.8% 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 103,915,
which constitutes approximately 0.8% of the outstanding shares of
the Stock.
To the best of the knowledge of each of the Reporting Persons,
other than as 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
391,700 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 391,700 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 491,485 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 491,485 shares of the Stock.
LMB
LMB has the sole power to vote or direct the vote and to
dispose or to direct the disposition of 103,915 shares of the
stock.
(c) During the past sixty (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
SRBMT 09/08/94 500 (P) $ 29.53
BMT 09/09/94 7,300 (S) $ 29.44
SRBMT 09/09/94 8,500 (S) $ 29.44
BMT 09/28/94 500 (P) $ 28.23
SRBMT 09/28/94 500 (P) $ 28.23
BMT 09/30/94 1,000 (P) $ 28.44
SRBMT 09/30/94 1,000 (P) $ 28.44
BMT 10/12/94 400 (P) $ 27.65
SRBMT 10/12/94 500 (P) $ 27.65
LMB 10/12/94 100 (P) $ 27.65
BMT 10/21/94 120,000 (P) $ 25.81
SRBMT 10/21/94 152,100 (P) $ 25.81
LMB 10/21/94 32,000 (P) $ 25.81
BMT 10/24/94 7,940 (P) $ 25.56
BMT 10/24/94 9,560 (P) $ 25.06
SRBMT 10/24/94 9,980 (P) $ 25.56
SRBMT 10/24/94 12,030 (P) $ 25.06
LMB 10/24/94 2,080 (P) $ 25.56
BMT 10/24/94 2,510 (P) $ 25.06
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 sixty (60) days.
(d)
Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the shares of the Stock owned by such Reporting Person.
(e)
It is inapplicable for the purposes herein to state the date
on which the Reporting Persons ceased to be the owners of more than
five percent (5%) of the outstanding shares of the Stock.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth herein or in the Exhibits filed or to be
filed herewith, there are no contracts, arrangements,
understandings or relationships with respect to the shares of the
Stock owned by the Reporting Persons.
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: October 26, 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.
(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.