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, November 29, 2000, December 13, 2000, January 11, 2001, January 19, 2001, January 30, 2001, February 8, 2001, February 22, 2001, March 5, 2001, April 5, 2001, April 19, 2001, May 10, 2001, July 5, 2001 and July 12, 2001) $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, November 29, 2000, December 13, 2000, January 11, 2001, January 19, 2001, January 30, 2001, February 8, 2001, February 22, 2001, March 5, 2001, April 5, 2001, April 19, 2001, May 10, 2001, July 5, 2001 and July 12, 2001 (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, and the percentages are based on $586,992,000 principal amount at maturity of debentures outstanding. The number of shares of class B common stock that may be sold is calculated based upon the current conversion rate of 11.2048 shares of class B common stock per $1,000 principal amount at maturity of a debenture. The table of selling securityholders in the prospectus is hereby amended 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. Principal Amount at Percentage of Number of Shares of Maturity of Debentures Debentures Class B Common Stock Name That May Be Sold Outstanding That May Be Sold ---- ---------------- ----------- ---------------- 2000 A.R. Lauder/Zinterhofer Fund........... $ 13,000 * 145 Arapahoe County Colorado.................... 91,000 * 1,019 British Virgin Island Social Security Board. 11,000 * 123 City University of New York................. 175,000 * 1,960 Grady Hospital.............................. 199,000 * 2,229 Independence Blue Cross..................... 196,000 * 2,196 Lauder Fund................................. 26,000 * 291 Local Initiatives Support Corporation....... 90,000 * 1,008 Merrill Lynch Insurance Group............... 474,000 * 5,311
Principal Amount at Percentage of Number of Shares of Maturity of Debentures Debentures Class B Common Stock Name That May Be Sold Outstanding That May Be Sold ---- ---------------- ----------- ---------------- Nabisco Holdings............................ 53,000 * 593 New Orleans Firefighters Pension/Relief Fund. 211,000 * 2,364 Occidental Petroleum Corporation............ 356,000 * 3,988 Ohio Bureau of Workers Compensation......... 250,000 * 2,801 Pro Mutual.................................. 340,000 * 3,809 Raytheon Master Pension Trust............... 727,000 * 8,145 RJR Reynolds................................ 157,000 * 1,759 Shell Pension Trust......................... 511,000 * 5,725 State of Maryland Retirement System......... 4,951,000 * 55,474 The Grable Foundation....................... 183,000 * 2,050 Zinterhofer Fund............................ 13,000 * 145 Any other holder of debentures or future Transferee, pledgee, donee or successor of any Holder.................................... 24,719,000 4.21% 276,971 Total.................................. $586,992,000 100.00% 6,577,040** ============ ====== ========= - ------------- * 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 July 27, 2001.