1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 23, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
UNIVERSAL HEALTH SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 23-2077891
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
UNIVERSAL CORPORATE CENTER
367 SOUTH GULPH ROAD
KING OF PRUSSIA, PENNSYLVANIA 19406
(610) 768-3300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ALAN B. MILLER, PRESIDENT
UNIVERSAL HEALTH SERVICES, INC.
UNIVERSAL CORPORATE CENTER
367 SOUTH GULPH ROAD
KING OF PRUSSIA, PENNSYLVANIA 19406
(610) 768-3300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES OF ALL COMMUNICATIONS, INCLUDING ALL COMMUNICATIONS
SENT TO THE AGENT FOR SERVICE, SHOULD BE SENT TO:
Anthony Pantaleoni, Esq.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
(212) 318-3000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
- ---------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ---------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE
SECURITIES TO BE REGISTERED OFFERING PRICE(1) AMOUNT OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
Debt Securities..................... $500,000,000 $139,000
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
This information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED AUGUST 23, 1999
PROSPECTUS
UNIVERSAL HEALTH SERVICES, INC.
DEBT SECURITIES
------------------------
This prospectus describes debt securities which we may issue and sell at
various times:
- Our debt securities may be debentures, notes or other unsecured evidences
of our indebtedness;
- We may issue them in one or several series;
- The total principal amount of our debt securities to be issued under this
prospectus will be not more than $500,000,000; and
- The terms of each series of our debt securities (interest rates,
maturity, redemption provisions and other terms) will be determined at
the time of sale and will be specified in a prospectus supplement. The
prospectus supplement will be delivered together with this prospectus at
the time of the sale.
We may sell our debt securities to or through underwriters, dealers or
agents. We may also sell our debt securities directly to investors. More
information about the way we will distribute our debt securities is under the
heading "Plan of Distribution." Information about the underwriters or agents who
will participate in any particular sale of our debt securities will be in the
prospectus supplement relating to that series of our debt securities.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1999.
3
We have not authorized anyone to give any information or to make any
representations concerning the offering or our debt securities except that which
is in this prospectus or in the prospectus supplement which is delivered with
this prospectus, or which is referred to under "Where You Can Find Additional
Information." If anyone gives or makes any other information or representations,
you should not rely on it. This prospectus is not an offer to sell or a
solicitation of an offer to buy any securities other than our debt securities
which are referred to in the prospectus supplement. This prospectus is not an
offer to sell or a solicitation of an offer to buy any securities other than our
debt securities in any circumstances in which an offer or solicitation is
unlawful. You should not interpret the delivery of this prospectus, or any sale
of our debt securities, as an indication that there has been no change in our
affairs since the date of this prospectus. You should be aware that information
in this prospectus may change after this date.
TABLE OF CONTENTS
PAGE
----
Where You Can Find Additional Information................... 3
Universal Health Services, Inc.............................. 3
Ratio of Earnings to Fixed Charges.......................... 4
Use of Proceeds............................................. 4
Description of Our Debt Securities.......................... 4
Plan of Distribution........................................ 10
Legal Matters............................................... 10
Experts..................................................... 10
2
4
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934. Therefore, we file reports, proxy statements and other information
with the SEC. You can read and copy any materials we file with the SEC at the
SEC's public reference facilities at 450 Fifth Street, N.W., Washington, D.C.
20549 and in New York, New York and Chicago, Illinois. You may obtain
information on the operation of the SEC's public reference facilities by calling
the SEC at 1-800-SEC-0330. You may also obtain our SEC filings from the SEC's
Web site on the Internet that is located at http://www.sec.gov.
The SEC allows us to "incorporate by reference" much of the information we
file with them (File No. 1-10765), which means that we can disclose important
information to you by referring you to those publicly available documents. The
information that we incorporate by reference is considered to be part of this
prospectus. Because we are incorporating by reference our future filings with
the SEC, this prospectus is continually updated and those future filings may
modify or supersede some or all of the information included or incorporated in
this prospectus. This means that you must look at all of the SEC filings that we
incorporate by reference to determine if any of the statements in this
prospectus or in any document previously incorporated by reference have been
modified or superseded. This prospectus incorporates by reference the documents
listed below and any future filings we will make with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we
terminate our offering of our debt securities:
- Our Annual Report on Form 10-K for the fiscal year ended December 31,
1998; and
- Our Quarterly Reports on Form 10-Q for the quarterly periods ended March
31, 1999 and June 30, 1999.
The information about us contained in this prospectus should be read
together with the information in the documents incorporated by reference. We
will provide to each person, including any beneficial owner, to whom this
prospectus is delivered, a copy of any or all of the information that has been
incorporated by reference in this prospectus by not delivered with this
prospectus. We will provide this information to you upon written or oral request
at no cost to you. You may request this information from us at Universal Health
Services, Inc., Universal Corporate Center, P.O. Box 61558, 367 South Gulph
Road, King of Prussia, Pennsylvania 19406-0958, Attention: Secretary, Telephone:
(610) 768-3300.
We have filed with the SEC a Registration Statement to register our debt
securities under the Securities Act of 1933. This prospectus omits certain
information contained in the Registration Statement, as permitted by SEC rules.
You may obtain copies of the Registration Statement, including exhibits, as
noted in the first paragraph above.
UNIVERSAL HEALTH SERVICES, INC.
We own and operate acute care hospitals, behavioral health centers,
ambulatory surgery centers, radiation oncology centers and women's centers.
Presently, we operate 47 hospitals, consisting of 21 acute care hospitals and 23
behavioral health centers and three women's centers, in Arkansas, California,
the District of Columbia, Florida, Georgia, Illinois, Indiana, Louisiana,
Massachusetts, Michigan, Missouri, Nevada, New Jersey, Oklahoma, Pennsylvania,
Puerto Rico, South Carolina, Texas and Washington. As part of our Ambulatory
Treatment Centers Division, we own outright, or in partnership with physicians,
and operate or manage 24 surgery and radiation oncology centers located in 12
states and the District of Columbia.
Our hospitals provide a broad range of services, including general surgery,
internal medicine, obstetrics, emergency room care, radiology, oncology,
diagnostic care, coronary care, pediatric services and behavioral health
services.
We selectively seek opportunities to expand our base of operations by
acquiring, constructing or leasing additional hospital facilities. As a result,
we may gain access to new markets and new healthcare delivery capabilities. We
also seek to increase the operating revenues and profitability of owned
hospitals by introducing new services, improving existing services, recruiting
qualified physicians and applying financial and
3
5
operational controls. We also continue to examine our facilities and to dispose
of those facilities which we believe do not have the potential to contribute to
our growth or operating strategy.
Our principal executive offices are located at Universal Corporate Center,
367 South Gulph Road, P.O. Box 61558, King of Prussia, Pennsylvania 19406-0958.
Our telephone number is (610) 768-3300.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratio of earnings to fixed
charges for each of the years ended December 31, 1994, 1995, 1996, 1997 and 1998
and for the six months ended June 30, 1999.
YEAR ENDED DECEMBER 31,
------------------------------------ SIX MONTHS ENDED
1994 1995 1996 1997 1998 JUNE 30, 1999
---- ---- ---- ---- ---- ----------------
Ratio of earnings to fixed charges....... 3.5 3.2 3.3 4.0 3.9 5.1
For purposes of calculating these ratios, earnings represent the sum of (i)
pretax income from continuing operations before adjustment for minority
interests in consolidated subsidiaries or income or loss from equity investees,
(ii) fixed charges and (iii) amortization of capitalized interest. Fixed charges
consist of the total of (a) interest expensed and capitalized, (b) amortized
premiums, discounts and capitalized expenses related to indebtedness and (c)
estimated interest within rental expense.
USE OF PROCEEDS
Unless otherwise provided in the prospectus supplement which accompanies
this prospectus, we intend to add the net proceeds from the sale of our debt
securities to our general funds. We expect to use the proceeds for general
corporate purposes, including working capital, capital expenditures and the
repayment of short-term borrowings. Before we use the proceeds for these
purposes, we may invest the proceeds in interest-bearing time deposits or
short-term marketable securities.
DESCRIPTION OF OUR DEBT SECURITIES
This section describes some of the general terms of our debt securities.
The prospectus supplement will describe the particular terms of the debt
securities we are offering. The prospectus supplement will also indicate the
extent, if any, to which these general terms may not apply to the debt
securities we are offering.
We will issue our debt securities under an indenture between us and The
First National Bank of Chicago, which is serving as trustee. The indenture is an
exhibit to the registration statement of which this prospectus is a part. We are
summarizing certain important provisions of our debt securities and the
indenture. This is not a complete description of the important terms. You should
refer to the specific terms of the indenture for a complete statement of the
terms of the indenture and our debt securities.
GENERAL
Our debt securities will be unsecured obligations of ours.
The indenture does not limit the amount of debt securities that we may
issue under the indenture, nor does it limit other debt that we may issue. We
may issue our debt securities at various times in different series, each of
which may have different terms.
We expect that the prospectus supplement relating to the particular series
of debt securities we are offering will include the following information
concerning those debt securities:
- The title of the debt securities;
- Any limit on the amount of debt securities that we may offer;
4
6
- The price at which we are offering our debt securities. We will usually
express the price as a percentage of the principal amount;
- The maturity date of our debt securities;
- The interest rate per annum on our debt securities. We may specify a
fixed rate or a variable rate, or we may offer debt securities that do
not bear interest but are sold at a substantial discount from the amount
payable at maturity;
- The date from which interest on our debt securities will accrue;
- The dates on which we will pay interest and the regular record dates for
determining who is entitled to receive the interest;
- If applicable, the dates on which or after which, and the prices at
which, we are required to redeem our debt securities or have the option
to redeem our debt securities;
- If applicable, any limitations on our right to defease our obligations
under our debt securities by depositing cash or securities;
- The amount that we would be required to pay if the maturity of our debt
securities is accelerated, if that amount is other than the principal
amount;
- Any additional restrictive covenants or other material terms relating to
our debt securities;
- Any additional events of default that will apply to our debt securities;
and
- If we will make payments on our debt securities in any currency other
than United States dollars, the currency or composite currency in which
we will make those payments. If the currency will be determined under an
index, the details concerning such index.
PAYMENTS ON DEBT SECURITIES
We will make payments on our debt securities at the office or agency we
will maintain for that purpose (which will be the Corporate Trust Office of the
trustee in New York, New York unless we indicate otherwise in the prospectus
supplement) or at such other places and at the respective times and in the
manner as we designate in the prospectus supplement. As explained under
"Book-Entry Debt Securities" below, The Depository Trust Company or its nominee
will be the initial registered holder unless the prospectus supplement provides
otherwise.
FORM, DENOMINATIONS AND TRANSFERS
Unless otherwise indicated in the prospectus supplement:
- Our debt securities will be in fully registered form, without coupons, in
denominations of $1,000 or any multiple thereof; and
- We will not charge any fee to register any transfer or exchange of our
debt securities, except for taxes or other governmental charges (if any).
CERTAIN COVENANTS
Unless we otherwise specify in the prospectus supplement, there will not be
any covenants in the indenture or our debt securities that would protect you
against a highly leveraged or other transaction involving us that may adversely
affect you as a holder of our debt securities. If there are provisions that
offer such protection, they will be described in the prospectus supplement.
Limitations on Liens. Under the indenture, we and our Restricted
Subsidiaries (defined below) may not issue, assume or guarantee any debt for
money borrowed, which is secured by a lien on a Principal
5
7
Property (defined below) or shares of stock or indebtedness of any Restricted
Subsidiary, unless the lien similarly secures your debt securities. This
restriction will not apply to indebtedness that is secured by:
- liens existing on the date of the indenture;
- liens in favor of governmental bodies securing progress, advance or other
payments;
- liens existing on property, capital stock or indebtedness at the time of
acquisition (including acquisition through lease, merger or
consolidation);
- liens securing the payment of all or any part of the purchase price of
the acquired property or the purchase price of construction,
installation, renovation, improvement or development on or of the
acquired property or securing any indebtedness incurred prior to, at the
time of or within 360 days after the later of the acquisition, completion
of the construction, installation, renovation, improvement or development
or the commencement of full operation of the acquired property or within
360 days after the acquisition of the capital stock or indebtedness for
the purpose of financing all or any part of the purchase price;
- liens securing indebtedness in an aggregate amount which, at the time of
incurrence and together with all outstanding Attributable Debt (defined
below) in respect of sale and leaseback transactions where, at the time
of incurrence, we would be entitled under the indenture to create or
assume a lien on the Principal Property securing indebtedness in an
amount at least equal to the Attributable Debt in respect of that
transaction (without equally and ratably securing our debt securities
described in this prospectus), does not exceed 10% of our consolidated
net tangible assets;
- liens securing indebtedness owed to us or to a Restricted Subsidiary; and
- any extension, renewal or replacement, in whole or in part, of any of the
liens described above.
A Restricted Subsidiary is a direct or indirect subsidiary of ours if
substantially all of its property is located in the continental United States
and if it owns any Principal Property (except a subsidiary principally engaged
in leasing or in financing installment receivables or overseas operations).
A Principal Property is any property, plant, equipment or facility of ours
or any of our Restricted Subsidiaries, except that any property, plant,
equipment or facility of ours or any of our Restricted Subsidiaries which does
not equal or exceed 3% of our consolidated net tangible assets shall not
constitute a Principal Property of ours unless our Board of Directors or our
management deems it to be material to us and our Restricted Subsidiaries, taken
as a whole. Principal Property shall not include accounts receivable or
inventory of ours or any of our Restricted Subsidiaries; provided, however, that
individual items of property, plant, equipment or individual facilities of ours
or any of our Restricted Subsidiaries shall not be combined in determining
whether that property, plant, equipment or facility constitutes a Principal
Property of ours, whether or not they are the subject of the same transaction or
series of transactions.
Attributable Debt means, with respect to any sale and leaseback transaction
as of any particular time, the present value (discounted at the rate of interest
implicit in the terms of the lease) of the obligations of the lessee under the
lease for net rental payments during the remaining term of the lease (including
any period for which the lease has been extended or may, at our option, be
extended).
Limitation on Sale and Leaseback Transactions. We and our Restricted
Subsidiaries may not enter into sale and leaseback transactions involving any
Principal Property unless:
- we or our Restricted Subsidiary sell that Principal Property within 360
days from the date of acquisition or completion of the construction or
commencement of full operations of that Principal Property, whichever is
later; or
- we or our Restricted Subsidiary (within 120 days after the sale) reduce
funded debt, which is not subordinated in right of payment to our debt
securities described in this prospectus, by an amount not less than the
greater of the net proceeds of the sale and leaseback transaction or the
fair value of that Principal Property.
6
8
This restriction will not prevent a sale and leaseback transaction of any
Principal Property:
- if the lease is for a period (including renewals) of not more than 36
months; or
- if we or our Restricted Subsidiary would, at the time of incurrence, be
entitled under the indenture to create or assume a lien on that Principal
Property securing indebtedness in an amount at least equal to the
Attributable Debt in respect of the sale and leaseback transaction
(without equally and ratably securing our debt securities described in
this prospectus).
Restrictions on Consolidation, Merger or Sale. We may not consolidate or
merge or sell or convey all or substantially all of our assets unless the
surviving corporation (if it is not us) is a domestic corporation and assumes
our obligations under our debt securities and the indenture and unless, under
the indenture, there is no event of default as a result of the transaction.
DEFEASANCE
The indenture includes provisions allowing defeasance that we may choose to
apply to our debt securities of any series. If we do so, we would deposit with
the trustee or another trustee money or U.S. government obligations sufficient
to make all payments on those debt securities. If we make such a deposit with
respect to your debt securities, we may elect either:
- to be discharged from all our obligations on your debt securities, except
for our obligations to register transfers and exchanges, to replace
temporary or mutilated, destroyed, lost or stolen debt securities, to
maintain an office or agency in respect of the debt securities and to
hold moneys for payment in trust; or
- to be released from our restrictions described above relating to liens
and sale and leaseback transactions.
To establish such a trust, we must deliver to the trustee an opinion of our
counsel that the holders of our debt securities will not recognize income, gain
or loss for Federal income tax purposes as a result of such defeasance and will
be subject to Federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such defeasance had not occurred.
There may be additional provisions relating to defeasance which we will describe
in the prospectus supplement.
EVENTS OF DEFAULT, NOTICE AND WAIVER
If certain events of default by us specified in the indenture happen and
are continuing, either the trustee or the holders of 25% in principal amount of
the outstanding debt securities of a series may declare the principal and
accrued interest, if any, of all securities of that series to be due and
payable. If other specified events of default happen and are continuing, either
the trustee or the holders of 25% in principal amount of the outstanding debt
securities of all series may declare the principal and accrued interest, if any,
of all the outstanding debt securities to be due and payable.
An event of default in respect of any series of our debt securities means:
- our failure to pay any interest on that series within 30 days of when
due;
- our failure to pay any principal, sinking fund installment or analogous
obligation on that series when due;
- our failure to perform any other agreement in our debt securities of that
series or the indenture (other than an agreement relating solely to
another series of our debt securities) for 90 days after notice;
- acceleration of our indebtedness aggregating more than $20,000,000;
- our failure to discharge any judgment of $20,000,000 or more within 60
days after the judgment becomes final and nonappealable; and
- certain events of our bankruptcy, insolvency and reorganization.
7
9
Within 90 days after a default in respect of any series of our debt
securities, the trustee must give to the holders of such series notice of all
uncured and unwaived defaults by us known to it. However, except in the case of
default in payment, the trustee may withhold such notice if it in good faith
determines that withholding is in the interest of such holders. The term
"default" means, for this purpose, the happening of any event of default,
disregarding any grace period or notice requirement.
Before the trustee is required to exercise rights under the indenture at
the request of holders, it is entitled to be indemnified by such holders,
subject to its duty, during an event of default, to act with the required
standard of care.
If any event of default has occurred, the holders of a majority in
principal amount of the outstanding debt securities of any series may direct the
time, method and place of conducting proceedings for remedies available to the
trustee, or exercising any trust or power conferred on the trustee, in respect
of that series.
We must file an annual certificate with the trustee that we are in
compliance with conditions and covenants under the indenture.
In certain cases, the holders of a majority in principal amount of the
outstanding debt securities of a series, on behalf of the holders of all debt
securities of that series, or the holders of a majority of all outstanding debt
securities voting as a single class, on behalf of the holders of all outstanding
debt securities, may waive any past default or event of default, or compliance
with certain provisions of the indenture, but may not waive among other things
an uncured default in payment.
MODIFICATION OR AMENDMENT OF THE INDENTURE
If we receive the consent of the holders of a majority in principal amount
of the outstanding debt securities affected, we may enter into supplemental
indentures with the trustee that would:
- add, change or eliminate provisions in the indenture; or
- change the rights of the holders of our debt securities.
However, unless we receive the consent of all of the affected holders, we
may not enter into supplemental indentures that would, with respect to the debt
securities of those holders:
- change the maturity;
- reduce the principal amount or any premium;
- reduce the interest rate or extend the time of payment of interest;
- reduce any amount payable on redemption or reduce the amount of the
principal of an original issue discount security that would be payable on
acceleration;
- impair or affect the right of any holder to institute suit for payment;
- change any right of the holder to require repayment; or
- reduce the requirement for two-thirds approval of supplemental
indentures.
REGARDING THE TRUSTEE
The trustee is The First National Bank of Chicago. The trustee is a lender
to us under our revolving credit agreement. From time to time, we may enter into
other banking relationships with the trustee.
BOOK-ENTRY DEBT SECURITIES
The prospectus supplement will indicate whether we are issuing the related
debt securities as book-entry securities. Book-entry securities of a series will
be issued in the form of one or more global notes that will be deposited with
The Depository Trust Company (DTC), New York, New York, and will evidence all of
our debt securities of that series. This means that we will not issue
certificates to each holder. We will issue one or
8
10
more global securities to DTC, which will keep a computerized record of its
participants (for example, your broker) whose clients have purchased our debt
securities. The participant will then keep a record of its clients who own our
debt securities. Unless it is exchanged in whole or in part for a security
evidenced by individual certificates, a global security may not be transferred,
except that DTC, its nominees and their successors may transfer a global
security as a whole to one another. Beneficial interests in global securities
will be shown on, and transfers of beneficial interests in global notes will be
made only through, records maintained by DTC and its participants. Each person
owning a beneficial interest in a global security must rely on the procedures of
DTC and, if such person is not a participant, on the procedures of the
participant through which such person owns its interest to exercise any rights
of a holder of our debt securities under the indenture.
The laws of some jurisdictions require that certain purchasers of
securities such as our debt securities take physical delivery of those
securities in definitive form. These limits and laws may impair your ability to
acquire or transfer beneficial interests in the global security.
We will make payments on each series of book-entry debt securities to DTC
or its nominee, as the sole registered owner and holder of the global security.
Neither we, the trustee nor any of our respective agents will be responsible or
liable for any aspect of DTC's records relating to or payments made on account
of beneficial ownership interests in a global security or for maintaining,
supervising or reviewing any of DTC's records relating to such beneficial
ownership interests.
DTC has advised us that, when it receives any payment on a global security,
it will immediately, on its book-entry registration and transfer system, credit
the accounts of participants with payments in amounts proportionate to their
beneficial interests in the global security as shown on DTC's records. Payments
by participants to you, as an owner of a beneficial interest in the global
security, will be governed by standing instructions and customary practices (as
is now the case with securities held for customer accounts registered in "street
name") and will be the sole responsibility of such participants.
A global security representing a series will be exchanged for certificated
debt securities of that series only if:
- DTC notifies us that it is unwilling or unable to continue as depositary
or if DTC ceases to be a clearing agency registered under the Securities
Exchange Act of 1934 and we do not appoint a successor within 90 days;
- we decide that the global security shall be exchangeable; or
- there is an event of default under the indenture or an event which with
the giving of notice or lapse of time or both would become an event of
default with respect to our debt securities represented by that global
security.
If that occurs, we will issue our debt securities of that series in certificated
form in exchange for that global security. An owner of a beneficial interest in
the global security then will be entitled to physical delivery of a certificate
for our debt securities of that series equal in principal amount to such
beneficial interest and to have those debt securities registered in its name. We
would issue the certificates for those debt securities in denominations of
$1,000 or any larger amount that is an integral multiple thereof, and we would
issue them in registered form only, without coupons.
DTC has advised us that it is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered under the Securities Exchange Act of 1934. DTC was
created to hold the securities of its participants and to facilitate the
clearance and settlement of securities transactions among its participants
through electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. DTC's
participants include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations, some of whom (and/or
their representatives) own DTC. Access to DTC's book-entry system is also
available to others, such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a participant, either
directly or indirectly. The rules applicable to DTC and its participants are on
file with the SEC. No fees or costs of DTC will be charged to you.
9
11
PLAN OF DISTRIBUTION
We may sell our debt securities to or through one or more underwriters or
dealers, and also may sell our debt securities directly to other purchasers or
through agents. These firms may also act as our agents in the sale of our debt
securities. Only underwriters named in the prospectus supplement will be
considered as underwriters of our debt securities offered by the prospectus
supplement. We may distribute our debt securities at different times in one or
more transactions. We may sell our debt securities at fixed prices, which may
change, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices.
In connection with the sale of our debt securities, underwriters may
receive compensation from us or from purchasers of our debt securities in the
form of discounts, concessions or commissions. Underwriters, dealers and agents
that participate in the distribution of our debt securities may be deemed to be
underwriters. Discounts or commissions they receive and any profit on their
resale of our debt securities may be considered underwriting discounts and
commissions under the Securities Act of 1933. We will identify any such
underwriter or agent, and we will describe any such compensation, in the
Prospectus Supplement.
We may agree to indemnify underwriters, dealers and agents who participate
in the distribution of our debt securities against certain liabilities,
including liabilities under the Securities Act of 1933. We may also agree to
contribute to payments which the underwriters, dealers or agents may be required
to make in respect of such liabilities. We may authorize dealers or other
persons who act as our agents to solicit offers by certain institutions to
purchase our debt securities from us under contracts which provide for payment
and delivery on a future date. We may enter into these contracts with commercial
and savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others. If we enter into these
agreements concerning any series of our debt securities, we will indicate that
in the prospectus supplement.
In connection with an offering of our debt securities, underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price of
our debt securities. Specifically, underwriters may over-allot in connection
with the offering, creating a syndicate short position in our debt securities
for their own account. In addition, underwriters may bid for, and purchase, our
debt securities in the open market to cover short positions or to stabilize the
price of our debt securities. Finally, underwriters may reclaim selling
concessions allowed for distributing our debt securities in the offering if the
underwriters repurchase previously distributed our debt securities in
transactions to cover short positions, in stabilization transactions or
otherwise. Any of these activities may stabilize or maintain the market price of
our debt securities above independent market levels. Underwriters are not
required to engage in any of these activities and may end any of these
activities at any time. Agents and underwriters may engage in transactions with,
or perform services for, us and our affiliates in the ordinary course of
business.
LEGAL MATTERS
Certain legal matters with respect to the validity of our debt securities
will be passed upon for us by Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New
York, New York 10103. Anthony Pantaleoni, a director of ours who owns less than
one percent of our outstanding capital stock, is a partner of Fulbright &
Jaworski L.L.P.
EXPERTS
The consolidated financial statements and schedule of Universal Health
Services, Inc. and subsidiaries as of December 31, 1998 and 1997, and for each
of the three years in the period ended December 31, 1998, incorporated by
reference in this prospectus and elsewhere in the Registration Statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said reports.
10
12
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNIVERSAL HEALTH SERVICES, INC.
DEBT SECURITIES
------------------------
PROSPECTUS
, 1999
------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of all estimated amounts of all
expenses payable by the Registrant in connection with the registration of the
debt securities offered hereby, other than underwriting discounts and
commissions:
SEC Registration Fee........................................ $139,000
Securities rating service fee............................... 40,000
Blue Sky fees and expenses.................................. 20,000
Accountants' fees and expenses.............................. 50,000
Legal fees and expenses..................................... 100,000
Printing and engraving expenses............................. 50,000
Trustee fees................................................ 6,000
Miscellaneous............................................... 45,000
--------
Total............................................. $450,000
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware permits
indemnification of directors, officers and employees of a corporation under
certain conditions and subject to certain limitations. Section 7 of the By-Laws
of the Registrant contains provisions for the indemnification of directors and
officers of the Registrant.
ITEM 16. EXHIBITS.
4.1 -- Form of Indenture under which our debt securities are to be
issued.
4.2 -- Form of our debt security.
5 -- Opinion of Fulbright & Jaworski L.L.P.
12 -- Computation of Ratio of Earnings to Fixed Charges.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
5).
24 -- Power of Attorney (included on signature page).
25 -- Statement of Eligibility of the Trustee on Form T-1.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment of this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate
II-1
14
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
of any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-2
15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in King of Prussia, Commonwealth of Pennsylvania, on August 23,
1999.
UNIVERSAL HEALTH SERVICES, INC.
By: /s/ ALAN B. MILLER
------------------------------------
Alan B. Miller
Chairman of the Board, President
& Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Alan B. Miller and Kirk E. Gorman his true and
lawful attorneys-in-fact and agents, each acting alone, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, including post-effective amendments, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, and hereby ratifies
and confirms all that said attorneys-in-fact and agents, each acting alone, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ ALAN B. MILLER Chairman of the Board, President, August 23, 1999
- ------------------------------------------ Chief Executive Officer and Director
Alan B. Miller (Principal Executive Officer)
/s/ LEATRICE DUCAT Director August 23, 1999
- ------------------------------------------
Leatrice Ducat
Director
- ------------------------------------------
John H. Herrell
/s/ ROBERT H. HOTZ Director August 23, 1999
- ------------------------------------------
Robert H. Hotz
/s/ SIDNEY MILLER Director August 23, 1999
- ------------------------------------------
Sidney Miller
/s/ ANTHONY PANTALEONI Director August 23, 1999
- ------------------------------------------
Anthony Pantaleoni
Director
- ------------------------------------------
John F. Williams, Jr.
II-3
16
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ KIRK E. GORMAN Senior Vice President, Treasurer and August 23, 1999
- ------------------------------------------ Chief Financial Officer (Principal
Kirk E. Gorman Financial Officer)
/s/ STEVE G. FILTON Vice President and Controller August 23, 1999
- ------------------------------------------ (Principal Accounting Officer)
Steve G. Filton
II-4