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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
August 18, 1995
(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 567,100 shares, which
constitutes approximately 4.5% of the 12,626,680 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: 255,700(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 255,700(1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
255,700 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.0%
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: 255,700(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 255,700(1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
255,700(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.0%
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:
255,700(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.0%
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: 218,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 218,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
218,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.7%
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: 218,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 218,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
218,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.7%
14. Type of Reporting Person: IN
----------
(1) Solely in his capacity as a Trustee and the sole Trustor of the Sid R.
Bass Management Trust and by virtue of his power 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: 93,400
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 93,400
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
93,400
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): .7%
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 26,
1994, as amended by Amendment No. 1, dated May 18, 1995 (the "Schedule 13D"),
relating to the Class B Common Stock, par value $.01 per share, of Universal
Health Services, Inc. Unless otherwise indicated, all defined terms used
herein shall have the same meanings respectively ascribed to them in the
Schedule 13D.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 hereby is amended and restated in its entirety to read as follows:
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) $36,405,769.44(2)
PRB Not Applicable Not Applicable
NLB Not Applicable Not Applicable
SRBMT Trust Funds (1) $16,113,106.24 (3)
SRB Not Applicable Not Applicable
LMB Personal Funds (4) $14,807,928.45 (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 net investment in shares of the Stock is
$1,703,062.19.
(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 has recouped through sales his entire investment in shares of
the Stock.
Item 4. PURPOSE OF TRANSACTION.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a)-(c) of Item 5 are hereby amended and restated 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 of the Act, is 255,700, which constitutes approximately
2.0% 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
255,700 shares of the Stock, which constitutes approximately 2.0% 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 255,700 shares of
the Stock, which constitutes approximately 2.0% 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 218,000, which constitutes approximately
1.7% 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 218,000 shares of the Stock, which constitutes
approximately 1.7% 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 93,400, which constitutes
approximately 0.7% 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 255,700 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 255,700 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 218,000
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 218,000 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 93,400 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
LMB 07/13/95 400(P) $29.20
BMT 07/13/95 1,100(P) 29.20
SRBMT 07/13/95 1,500(P) 29.20
LMB 07/13/95 700(S) 29.17
BMT 07/13/95 1,800(S) 29.17
SRBMT 07/13/95 2,800(S) 29.17
LMB 07/13/95 2,100(S) 29.07
BMT 07/13/95 5,600(S) 29.07
SRBMT 07/13/95 7,300(S) 29.07
LMB 07/17/95 700(P) 29.82
BMT 07/17/95 2,300(P) 29.82
SRBMT 07/17/95 3,000(P) 29.82
LMB 07/19/95 1,100(S) 30.69
BMT 07/19/95 3,200(S) 30.69
SRBMT 07/19/95 4,400(S) 30.69
LMB 07/20/95 2,900(S) 30.57
BMT 07/20/95 8,500(S) 30.57
SRBMT 07/20/95 11,400(S) 30.57
LMB 07/25/95 400(P) 31.12
BMT 07/25/95 1,700(P) 31.12
SRBMT 07/25/95 1,900(P) 31.12
LMB 07/26/95 400(P) 31.65
BMT 07/26/95 1,700(P) 31.65
SRBMT 07/26/95 1,900(P) 31.65
LMB 07/31/95 400(P) 32.06
BMT 07/31/95 1,100(P) 32.06
SRBMT 07/31/95 1,500(P) 32.06
LMB 08/02/95 250(P) 32.93
BMT 08/02/95 750(P) 32.93
SRBMT 08/02/95 1,000(P) 32.93
LMB 08/04/95 600(S) 33.57
BMT 08/04/95 1,900(S) 33.57
SRBMT 08/04/95 2,500(S) 33.57
LMB 08/07/95 3,400(S) 33.07
BMT 08/07/95 10,200(S) 33.07
SRBMT 08/07/95 13,600(S) 33.07
LMB 08/14/95 50(P) 34.03
BMT 08/14/95 450(P) 34.03
SRBMT 08/14/95 500(P) 34.03
LMB 08/16/95 500(P) 32.90
BMT 08/16/95 1,500(P) 32.90
SRBMT 08/16/95 2,000(P) 32.90
LMB 08/17/95 6,300(S) 33.69
BMT 08/17/95 18,700(S) 33.69
SRBMT 08/17/95 25,000(S) 33.69
LMB 08/18/95 23,500(S) 33.94
BMT 08/18/95 69,100(S) 33.94
SRBMT 08/18/95 43,200(S) 33.94
SRBMT 08/18/95 49,300(S) 33.94
SRBMT 08/21/95 8,000(S) 34.69
BMT 08/21/95 5,500(S) 34.69
LMB 08/21/95 2,000(S) 34.69
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.
Paragraph (e) of Item 5 hereby is amended in its entirety as follows:
(e)
The Reporting Persons ceased to be the beneficial owners of more than
five percent of the Stock on August 18, 1995.
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: August 21, 1995
/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 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.