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, November 21, 2000 and November 29, 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, November 21, 2000 and November 29, 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, 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 "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. _____________ * 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 December 13, 2000.
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 ---- ----------------------------- -------------- ------------------------- Bank Austria Cayman Island......................... $ 10,900,000 1.86% 61,066 Ramius Capital Group Holdings Ltd.................. 2,500,000 * 14,006 RCG Latitude Master Fund........................... 500,000 * 2,801 Any other holder of debentures or future transferee, pledgee, donee or successor of any holder........................................... 112,965,000 19.24% 632,875 Total........................................ $586,992,000 100.00% 3,288,500** ============ ====== =========