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 and November 21, 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 and November 21, 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 "Merrill Lynch, Pierce, Fenner & Smith Incorporated", "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. To our knowledge, none of the selling securityholders listed below has, or within the past three years has had, any position, office or other material relationship with us or any of our predecessors or affiliates, except that Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Warburg LLC were initial purchasers of the debentures, and Robert H. Hotz, a managing director of UBS Warburg LLC, is a member of the Board of Directors of UHS. Principal Amount at Maturity Percentage of Number of Shares of of Debentures That May Be Debentures Class B Common Stock That Name Sold Outstanding May Be Sold ---- ---------------------------- ------------- ----------- Arkansas Teachers Retirement System................ $ 9,681,000 1.65% 54,236 Bankers Trust Company, Trustee for Daimler Chrysler Corp. Emp. #1 Pension Plan dtd 4/1/89........................... 6,460,000 1.1% 36,191 Baptist Health of South Florida.................... 499,000 * 2,795 Boston Museum of Fine Art.......................... 255,000 * 1,428 Engineers Joint Pension Fund....................... 1,045,000 * 5,854 Franklin and Marshall College...................... 435,000 * 2,437 Global Bermuda Limited Partnership................. 1,000,000 * 5,602 Lakeshore International Ltd........................ 2,000,000 * 11,204 Lumberman's Mutual Casualty........................ 1,083,000 * 6,067 Merrill Lynch, Pierce, Fenner & Smith Incorporated. 17,802,000 3.03% 99,733 Nicholas Applegate Convertible Fund................ 4,837,000 * 27,098 Penn Treaty Network America Insurance Company................................. 525,000 * 2,941 Physicians Life.................................... 820,000 * 4,593 San Diego City Retirement.......................... 2,100,000 * 11,765 San Diego County Convertible....................... 5,483,000 * 30,717 Screen Actors Guild................................ 1,103,000 * 6,179 State Street Bank, Custodian for GE Pension Trust............................................. 3,195,000 * 17,899 UBS Warburg LLC.................................... 5,050,000 * 28,292 Wake Forest University............................. 1,987,000 * 11,131 Writers Guild...................................... 648,000 * 3,630 Wyoming State Treasurer............................ 2,239,000 * 12,543 Any other holder of debentures or future transferee, pledgee, donee or successor of any holder........................................... 126,865,000 21.61% 710,748 Total........................................ $586,992,000 100.00% 3,288,500** ============ =========== ========= - ------------------ * 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 November 29, 2000.