8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 15, 2007

UNIVERSAL HOSPITAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-20086	41-0760940
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization	File Number)	Identification No.)

7700 France Avenue South, Suite 275

Edina, Minnesota 55435-5228

(Address of principal executive offices)

(Zip Code)

952-893-3200

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On April 15, 2007, Universal Hospital Services, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with UHS Holdco, Inc. (“Purchaser”), UHS Merger Sub, Inc. (“Merger Sub”) and J.W. Childs Equity Partners III, L.P., solely in its capacity as the Representative (as defined therein). Purchaser and Merger Sub are entities affiliated with Bear Stearns Merchant Banking, the private equity affiliate of The Bear Stearns Companies Inc. At the effective time of the merger (the “Effective Time”), Merger Sub will be merged with and into the Company, with the Company surviving the merger.

Under the terms of the Merger Agreement, the Company’s stockholders and optionholders will be entitled to receive aggregate merger consideration equal to the total transaction value of $712 million plus (i) a specified portion of the Company’s cash on hand as of the day immediately preceding the date upon which the merger occurs (the “Closing Date”), minus (ii) the amount of the Company’s funded indebtedness as of the Closing Date, including capital leases and amounts paid to holders of the Company’s 10.125 % Senior Notes due 2011 ($260 million principal amount) in connection with any tender offer and consent solicitation commenced by the Company for such notes (subject to certain agreed limitations) in connection with the transaction, minus (iii) certain transaction expenses incurred by the Company, subject to reduction to fund a reserve that will be maintained by the Representative for purposes of satisfying any downward post-closing purchase price adjustment and other obligations incurred by the Representative for the account of the Company’s stockholders and optionholders in such capacity.

The Merger Agreement contains customary representations and warranties.

Completion of the transaction is subject to expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the absence of orders or legal requirements preventing consummation of the transaction, receipt of required governmental approvals, absence of a material adverse effect on the Company, accuracy of representations and warranties of, and performance of certain covenants made by, the parties, and delivery of certain customary agreements, instruments and certificates. The Company anticipates that the transaction will close in the second quarter of 2007.

As noted above, the Merger Agreement contains representations and warranties of the Company, Purchaser and Merger Sub that they have made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Merger Agreement and may be subject to important qualifications and limitations agreed by and among them in connection with negotiating the terms of the Merger Agreement. Moreover, certain representations and warranties may not be accurate or complete as of any specified date, because, among other reasons, they are subject to a contractual standard of materiality different from those generally applicable to stockholders or were used for the purpose of allocating risk among the parties thereto rather than establishing matters as facts. For the foregoing reasons, no person should rely on these representations and warranties in the Merger Agreement as statements of factual information.

Forward Looking Statements:

This Current Report and the exhibits furnished herewith contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements regarding expectations as to the completion of the Merger and the other transactions contemplated by the Merger Agreement. The forward-looking statements contained herein involve risks and uncertainties that could cause actual results to differ materially from those referred to in the forward-looking statements. Such risks include, but are not limited to, the ability of the parties to the Merger Agreement to satisfy the conditions to closing specified in the Merger Agreement. More information about us and other risks related to the Company are detailed in the Company’s our quarterly reports on Form 10-Q and our annual report on Form 10-K as filed with the SEC. We undertake no obligation to update forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press release dated April 16, 2007.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Universal Hospital Services, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 18, 2007 UNIVERSAL HOSPITAL SERVICES, INC.

By: /s/ Rex T. Clevenger

Rex T. Clevenger

Senior Vice President and

Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by Universal Hospital Services, Inc. on April 16, 2007

4

EX-99.1

CONTACTS:

Universal Hospital Services, Inc.:

Rex T. Clevenger

Senior Vice President and CFO

Universal Hospital Services, Inc.

(952) 893-3254

BSMB: Melissa Daly

Brunswick Group

212-333-3810

UNIVERSAL HOSPITAL SERVICES, INC. TO BE ACQUIRED BY BEAR STEARNS MERCHANT BANKING

Edina, Minnesota, April 16, 2007 - Universal Hospital Services, Inc., (“UHS”) a leading provider of medical equipment lifecycle services, announced today that it has entered into a definitive agreement to be acquired by Bear Stearns Merchant Banking (“BSMB”), the private equity affiliate of The Bear Stearns Companies, Inc. (NYSE: BSC), for total consideration of approximately $712 million. The Company is currently owned by the private equity firms J. W. Childs Associates and The Halifax Group and by UHS management.

“UHS is a leader in helping hospitals manage medical equipment to reduce costs, improve nurse productivity, and achieve better patient outcomes,” said Robert Juneja, Managing Director and Partner of BSMB. “We are excited to partner with UHS management to continue to deliver value to the healthcare marketplace.”

UHS CEO Gary Blackford, commented, “We look forward to the resources and knowledge our new partners will bring to UHS and our customers. This is another step forward in transforming UHS from an equipment rental company, to a full equipment lifecycle service company.”

The parties anticipate the transaction will close in the second quarter of 2007.

In connection with the transaction, UHS expects to commence a tender offer and consent solicitation relating to all of its 10.125 % Senior Notes due 2011 ($260 million principal amount). Details with respect to this tender offer and consent solicitation will be set forth in the tender offer documents, which shall be furnished at the appropriate time.

About Universal Hospital Services, Inc.

Universal Hospital Services, Inc. is a leading medical equipment lifecycle services company. UHS offers comprehensive solutions that maximize utilization, increase productivity and support optimal patient care resulting in capital and operational efficiencies. UHS currently operates through more than 75 offices, serving customers in all 50 states and the District of Columbia.

Universal Hospital Services, Inc.

7700 France Avenue South

Edina, MN 55435

952-893-3200

www.uhs.com

About BSMB:

BSMB, the private equity affiliate of The Bear Stearns Companies Inc. (NYSE: BSC), invests private equity capital in compelling leveraged buyouts, recapitalizations and growth capital opportunities alongside superior management teams. BSMB focuses on making control or entrepreneur-driven investments, principally in middle-market retail, financial services and consumer products companies. Since its formation in 1997, BSMB has been an investor in over 50 portfolio companies. BSMB manages nearly $5 billion of private equity capital, including its new $2.7 billion institutional fund and capital dedicated to its affiliate, Bear Growth Capital Partners. Investments by BSMB include: ACA Capital Holdings (NYSE: ACA), Alter Moneta, Balducci's, CamelBak Products, Caribbean Financial Group, Cavalry Investments, Churchill Financial Holdings, Dairyland, Everything But Water, Harlem Furniture, Ironshore Inc., Multi Packaging Solutions, New York & Company (NYSE: NWY), PlayCore Holdings, Seven For All Mankind, Stuart Weitzman, Transamerican Auto Parts Company and The Vitamin Shoppe. More information about BSMB is available at www.bsmb.com.

* * * * * * * * * * * *

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: We believe statements in this release looking forward in time involve risks and uncertainties. The following factors, among others, could adversely effect our business, operations and financial condition causing our actual results to differ materially from those expressed in any forward-looking statements: the Company’s history of net losses and substantial interest expense since its 1998 recapitalization; the Company’s need for substantial cash to operate and expand its business as planned; the Company’s substantial outstanding debt and debt service obligations; restrictions imposed by the terms of the Company’s debt; the Company’s ability to effect change in the manner in which healthcare providers traditionally procure medical equipment; the Company’s relationships with certain key suppliers and any adverse developments concerning these suppliers; the absence of long-term commitments with customers; the Company’s ability to renew contracts with group purchasing organizations; the write-off or acceleration of the amortization of goodwill; the Company’s ability to acquire adequate insurance to cover claims; the fluctuation in our quarterly operating results; adverse regulatory developments affecting, among other things, the ability of our customers to obtain reimbursement of payments made to the Company; changes and trends in customer preferences, including increased purchasing of movable medical equipment; difficulties or delays in our continued expansion into certain markets and developments of new markets; additional credit risks in increasing business with home care providers and nursing homes; consolidations in the healthcare industry; unanticipated costs or difficulties or delays in implementing the components of our strategy and plan and possible adverse consequences relating to our ability to successfully integrate recent acquisitions; effect of and changes in economic conditions, including inflation and monetary conditions; actions by competitors; and the availability of and ability to retain qualified personnel. These and other risk factors are detailed in the Company’s Securities and Exchange Commission filings.