-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HAV1OD2caHPexPAg8mo7TBVLK3RsoPxOE5CsALggXnIS7Hfd3owibJ1vBpzWi1mM +KmPOixkdsRruGczdfzxKA== 0001012975-97-000061.txt : 19970222 0001012975-97-000061.hdr.sgml : 19970222 ACCESSION NUMBER: 0001012975-97-000061 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970220 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCHEIN HENRY INC CENTRAL INDEX KEY: 0001000228 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 113136595 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46221 FILM NUMBER: 97539899 BUSINESS ADDRESS: STREET 1: 135 DURYEA RD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5168435500 MAIL ADDRESS: STREET 1: 135 DURYEA RD CITY: MELVILLE STATE: NY ZIP: 11747 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHEIN MARVIN H CENTRAL INDEX KEY: 0001008418 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O HENRY SCHEIN INC STREET 2: 135 DURYEA RD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5168435500 MAIL ADDRESS: STREET 1: C/O HENRY SCHEIN INC STREET 2: 135 DURYEA ROAD CITY: MELVILLE STATE: NY ZIP: 11747 SC 13G/A 1 AMENDMENT NO. 1 THIS DOCUMENT IS A COPY OF THE SCHEDULE 13G AMENDMENT FILED ON FEBRUARY 18, 1997 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1) HENRY SCHEIN, INC. (Name of issuer) Common Stock, par value $0.01 per share (Title of class of securities) 8064707102 (CUSIP number) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 NAME OF REPORTING PERSON Marvin H. Schein S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER 748,659 SHARES BENEFICIALLY 6 SHARED VOTING POWER 2,968,347 OWNED BY EACH 7 SOLE DISPOSITIVE POWER 748,659 REPORTING PERSON 8 SHARED DISPOSITIVE POWER 2,968,347 WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,717,008 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [x] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.8% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT Item 1(a). The name of the Issuer is Henry Schein, Inc. (the "Company"). Item 1(b). Address of Issuer's Principal Executive Offices: The address of the Company's principal executive office is 135 Duryea Road, Melville, New York 11747. Item 2(a). Name of Person Filing: The name of the person filing is Marvin H. Schein. Item 2(b). Address of Principal Business Office or, if None, Residence: The address of Mr. Schein's principal business office is c/o Henry Schein, Inc., 135 Duryea Road, Melville, New York 11747. Item 2(c). Citizenship: Mr. Schein is a United States citizen. Item 2(d). Title of Class of Securities This Schedule relates to the Common Stock, par value $.01 per share ("Common Stock") of the Company. Item 2(e). CUSIP Number: The CUSIP number of the Common Stock is 806407102. Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: Not Applicable (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (d) [ ] Investment Company registered under section 8 of the Investment Company Act (e) [ ] Investment Advisor registered under section 203 of the Investment Advisors Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 240.13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with 240.13d-1(b)(1)(ii)(G) (Note: See Item 7) (h) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(H) Item 4. Ownership As of December 31, 1996, Mr. Schein was the beneficial owner of 3,717,006** shares of Common Stock, which represents 16.8% of the class. As of December 31, 1996, Mr. Schein shared the power to vote, or direct the vote of, and dispose, or direct the disposition of, 2,968,347 shares of Common Stock in his capacity as co-trustee of two trusts established by Marvin H. Schein under Trust Agreements dated September 9, 1994 and May 12, 1995 and two charitable remainder trusts established by Marvin H. Schein under Trust Agreements dated September 12, 1994 and December 26, 1995 (collectively, the "Trusts"). As of December 31, 1996, Mr. Schein had the sole power to vote, or direct the vote of, and dispose of, or direct the disposition of, 748,659 shares of Common Stock. Item 5. Ownership of Five Percent or Less of a Class Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Leslie Levine, as co-trustee of the Trusts, and the Trusts shared the right with Mr. Schein to direct the receipt of dividends from, or the proceeds from the sale of, the 2,968,347 shares of Common Stock. ________________________ ** Does not include 4,549,264 shares of Common Stock (other than the shares included in Item 4) held by certain other stockholders of the Company that are subject to the Amended and Restated HSI Agreement ("HSI Agreement"), dated as of February 16, 1994, between certain of the Company's stockholders and the Company, which generally provides that (a) the Voting Trust under agreement dated September 30, 1994 among certain stockholders of the Company and Stanley M. Bergman, as voting trustee (the "Voting Trust"), Pamela Schein, the Trust established by Pamela Joseph under Trust Agreement dated February 14, 1994, Marvin H. Schein, Stanley M. Bergman, Martin Sperber, James P. Breslawski, and Steven Paladino, (b) the spouse (or former spouse), children, grandchildren or direct lineal descendants of, or parents of, any of the persons in (a), (c) any estate of the persons in (b), (d) any executor, guardian, committee, or other fiduciary acting in such capacity (and the estates and trusts for which they so act) solely on behalf or for the benefit of any person referred to in (a) or (b), and (e) any entity owned exclusively by any person referred to in (a) and/or the individuals or entities referred to in (b), (c) or (d), must vote all shares of the Company's voting securities over which they have voting control for the Company's nominees to the Board of Directors, which nominees are selected in part by each of Stanley M. Bergman, Marvin H. Schein, Pamela Joseph, and Pamela Schein. Pursuant to the HSI Agreement, Stanley M. Bergman, Marvin H. Schein, Pamela Joseph, and Pamela Schein will each select a certain number of nominees for the Company's Board of Directors in accordance with the HSI Agreement until the earlier of the termination of the Voting Trust or January 1, 1999, subject to extension under certain conditions to January 1, 2004, unless certain changes occur in Marvin Schein's ownership of Common Stock or other changes occur in the Company's management. Currently, Mr. Schein, Ms. Joseph, and Ms. Schein are entitled to select one nominee each to the Board of Directors and Mr. Bergman is entitled to select the remaining nominees to the Board of Directors. Mr. Schein disclaims beneficial ownership of such shares. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not applicable. Item 8. Identification and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of the Group Not applicable. Item 10. Certification Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 14, 1997 /s/ Marvin H. Schein Marvin H. Schein EX-99 2 ELECTRONIC RESTATEMENT OF ORIGINAL 13G OMB APPROVAL OMB Number: 3235-0145 Expires: September 31, 1994 Estimated Average Burden hours per response: 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. [_______])* HENRY SCHEIN, INC. (Name of issuer) Common Stock, par value $0.01 per share (Title of class of securities) 8064707102 (CUSIP number) Check the following box if a fee is being paid with this statement [x]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 NAME OF REPORTING PERSON Marvin H. Schein S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER 2,136,359.05 SHARES BENEFICIALLY 6 SHARED VOTING POWER 3,680,647.38 OWNED BY EACH 7 SOLE DISPOSITIVE POWER 2,136,359.05 REPORTING PERSON 8 SHARED DISPOSITIVE POWER 3,680,647.38 WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,817,006.43 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [x] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 31.8% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer: The name of the Issuer is Henry Schein, Inc. (the "Company"). Item 1(b). Address of Issuer's Principal Executive Offices: The address of the Company's principal executive office is 135 Duryea Road, Melville, New York 11747. Item 2(a). Name of Person Filing: The name of the person filing is Marvin H. Schein. Item 2(b). Address of Principal Business Office or, if None, Residence: The address of Mr. Schein's principal business office is c/o Henry Schein, Inc., 135 Duryea Road, Melville, New York 11747. Item 2(c). Citizenship: Mr. Schein is a United States citizen. Item 2(d). Title of Class of Securities This Schedule relates to the Common Stock, par value $.01 per share ("Common Stock") of the Company. Item 2(e). CUSIP Number: The CUSIP number of the Common Stock is 806407102. Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: Not Applicable (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (d) [ ] Investment Company registered under section 8 of the Investment Company Act (e) [ ] Investment Advisor registered under section 203 of the Investment Advisors Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Sec. 240.13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with Sec. 240.13d-1(b)(1)(ii)(G) (Note: See Item 7) (h) [ ] Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(H) Item 4. Ownership As of December 31, 1995, Mr. Schein was the beneficial owner of 5,817,006.43** shares of Common Stock, which represents 31.8% of the class. As of December 31, 1995, Mr. Schein shared the power to vote, or direct the vote of, and dispose, or direct the disposition of, 3,680,647.38 shares of Common Stock in his capacity as co-trustee of two trusts established by Marvin H. Schein under Trust Agreements dated September 9, 1994 and May 12, 1995 and two charitable remainder trusts established by Marvin H. Schein under Trust Agreements dated September 12, 1994 and December 26, 1995 (collectively, the "Trusts"). As of December 31, 1995, Mr. Schein had the sole power to vote, or direct the vote of, and dispose of, or direct the disposition of, 2,136,359.05 shares of Common Stock. ** Does not include 5,579,865.6 shares of Common Stock (other than the shares included in Item 4) held by certain other stockholders of the Company that are subject to the Amended and Restated HSI Agreement ("HSI Agreement"), dated as of February 16, 1994, between certain of the Company's stockholders and the Company, which generally provides that (a) the Voting Trust under agreement dated September 30, 1994 among certain stockholders of the Company and Stanley M. Bergman, as voting trustee (the "Voting Trust"), Pamela Schein, the Trust established by Pamela Joseph under Trust Agreement dated February 14, 1994, Marvin H. Schein, Stanley M. Bergman, Martin Sperber, James P. Breslawski, and Steven Paladino, (b) the spouse (or former spouse), children, grandchildren or direct lineal descendants of, or parents of, any of the persons in (a), (c) any estate of the persons in (b), (d) any executor, guardian, committee, or other fiduciary acting in such capacity (and the estates and trusts for which they so act) solely on behalf or for the benefit of any person referred to in (a) or (b), and (e) any entity owned exclusively by any person referred to in (a) and/or the individuals or entities referred to in (b), (c) or (d), must vote all shares of the Company's voting securities over which they have voting control for the Company's nominees to the Board of Directors, which nominees are selected in part by each of Stanley M. Bergman, Marvin H. Schein, Pamela Joseph, and Pamela Schein. Pursuant to the HSI Agreement, Stanley M. Bergman, Marvin H. Schein, Pamela Joseph, and Pamela Schein will each select a certain number of nominees for the Company's Board of Directors in accordance with the HSI Agreement until the earlier of the termination of the Voting Trust or January 1, 1999, subject to extension under certain conditions to January 1, 2004, unless certain changes occur in Marvin Schein's ownership of Common Stock or other changes occur in the Company's management. Currently, Mr. Schein, Ms. Joseph, and Ms. Schein are entitled to select one nominee each to the Board of Directors and Mr. Bergman is entitled to select the remaining nominees to the Board of Directors. Mr. Schein disclaims beneficial ownership of such shares. Item 5. Ownership of Five Percent or Less of a Class Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Leslie Levine, as co-trustee of the Trusts, and the Trusts shared the right with Mr. Schein to direct the receipt of dividends from, or the proceeds from the sale of, the 3,680,647.38 shares of Common Stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not applicable. Item 8. Identification and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of the Group Not applicable. Item 10. Certification Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 14, 1996 /s/ Marvin H. Schein -----END PRIVACY-ENHANCED MESSAGE-----