-----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, Abwj+NqVxKWhZR/uEkgqc2vc8Nqz61yTpXKoKJyW7JYyY+x3skfKGaPFX0q9tscx G233rB1rPPysxXysBP9Y2w== 0001012975-97-000066.txt : 19970222 0001012975-97-000066.hdr.sgml : 19970222 ACCESSION NUMBER: 0001012975-97-000066 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 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: 97540008 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: BERGMAN STANLEY M CENTRAL INDEX KEY: 0001008413 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O HENRY SCHEIN INC STREET 2: 135 DURYEA ROAD 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. 2 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. 2) 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 Stanley M. Bergman 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 201,065 SHARES BENEFICIALLY 6 SHARED VOTING POWER 8,065,205 OWNED BY EACH 7 SOLE DISPOSITIVE POWER 201,065 REPORTING PERSON 8 SHARED DISPOSITIVE POWER 8,065,205 WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,266,270 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 37.3% 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 Stanley M. Bergman. Item 2(b). Address of Principal Business Office or, if None, Residence: The address of Mr. Bergman's principal business office is c/o Henry Schein, Inc., 135 Duryea Road, Melville, New York 11747. Item 2(c). Citizenship: Mr. Bergman 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. Bergman was the beneficial owner of 8,266,270 shares of Common Stock, which represents 37.3% of the class. As of December 31, 1996, Mr. Bergman possessed sole power to vote, or direct the vote of, and dispose, or direct the disposition of, 201,065 shares of Common Stock in accordance with the HSI Agreement (as defined herein). As of December 31, 1996, Mr. Bergman shared the power to vote, or direct the vote of, a total of 8,065,205 shares of Common Stock, including (a) 3,106,579 shares as a voting trustee under two voting trust agreements between Mr. Bergman, the Company and certain of its stockholders and (b) an additional 4,958,626 shares which 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 and which shares must be voted for the eight of eleven nominees to the Board of Directors that are selected by Mr. Bergman. Of the 3,106,579 shares of Common Stock held in the voting trusts, 2,907,820 shares are currently outstanding and 198,759 shares represent stock options held by parties to one of the voting trusts, which stock options are exercisable within 60 days of December 31, 1996 and which upon exercise would be subject to such voting trust. 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. The stockholders which are parties to the voting trust agreements described in Item 4 above have the sole power to direct the receipt of dividends from, or the proceeds from the sale of, the 4,958,626 shares of Common Stock subject to such voting trust agreements. The revocable trust established by Pamela Schein under Trust Agreement dated October 26, 1994 has the sole power to direct the receipt of dividends from, or the proceeds from the sale of, 1,642,504, of the shares subject to the voting trust agreements, which represents 7.4% of the outstanding Common Stock. The stockholders which are parties to the HSI Agreement described in Item 4 above have the sole power to direct the receipt of dividends from, or the proceeds from the sale of the 4,958,626 shares of Common Stock subject to the HSI Agreement. 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/ Stanley M. Bergman Stanley M. Bergman EX-99 2 ELECTRONIC RESTATEMENT OF AMENDMENT NO. 1 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. 1)* 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 [ ]. (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 Stanley M. Bergman 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 9,900 SHARES BENEFICIALLY 6 SHARED VOTING POWER 11,281,572 OWNED BY EACH 7 SOLE DISPOSITIVE POWER 9,900 REPORTING PERSON 8 SHARED DISPOSITIVE POWER 11,281,572 WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,291,472 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 61.1% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 1 to Schedule 13G amends Items 4 and 6 as follows: Item 4. Ownership As of December 31, 1995, Mr. Bergman was the beneficial owner of 11,291,472 shares of Common Stock, which represents 61.1% of the class. As of December 31, 1995, Mr. Bergman possessed sole power to vote, or direct the vote of, and dispose, or direct the disposition of, 9,900 shares of Common Stock in accordance with the HSI Agreement (as defined herein). As of December 31, 1995, Mr. Bergman shared the power to vote, or direct the vote of, a total of 11,281,572 shares of Common Stock, including (a) 4,004,281 shares as a voting trustee under two voting trust agreements between Mr. Bergman, the Company and certain of its stockholders and (b) 7,277,291 shares which 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 and which shares must be voted for the eight of eleven nominees to the Board of Directors that are selected by Mr. Bergman. Of the 4,004,281 shares of Common Stock held in the voting trusts, 3,828,160 shares are currently outstanding and 176,121 shares represent stock options held by parties to one of the voting trusts, which stock options are exercisable within 60 days of December 31, 1995 and which upon exercise would be subject to such voting trust. Item 6. Ownership of More than Five Percent on Behalf of Another Person. The stockholders which are parties to the voting trust agreements described in Item 4 above have the sole power to direct the receipt of dividends from, or the proceeds from the sale of, the 4,004,281 shares of Common Stock subject to such voting trust agreements. The revocable trust established by Pamela Schein under Trust Agreement dated October 26, 1994 has the sole power to direct the receipt of dividends from, or the proceeds from the sale of, 2,357,503.5, of the shares subject to the voting trust agreements, which represents 6.9% of the outstanding Common Stock. The stockholders which are parties to the HSI Agreement described in Item 4 above have the sole power to direct the receipt of dividends from, or the proceeds from the sale of, the 7,277,291 shares of Common Stock subject to the HSI Agreement. 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: April 9, 1996 /s/ Stanley M. Bergman EX-99 3 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 Stanley M. Bergman 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 9,900 SHARES BENEFICIALLY 6 SHARED VOTING POWER 3,981,423.13 OWNED BY EACH 7 SOLE DISPOSITIVE POWER 9,900 REPORTING PERSON 8 SHARED DISPOSITIVE POWER 0 WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,991,323.13 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [x] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 21.8% 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 Stanley M. Bergman. Item 2(b). Address of Principal Business Office or, if None, Residence: The address of Mr. Bergman's principal business office is c/o Henry Schein, Inc., 135 Duryea Road, Melville, New York 11747. Item 2(c). Citizenship: Mr. Bergman 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. Bergman was the beneficial owner of 3,981,423.13 shares of Common Stock, which represents 21.79% of the class. As of December 31, 1995, Mr. Bergman possessed sole power to vote, or direct the vote of, and dispose, or direct the disposition of, 9,900** shares of Common Stock. As of December 31, 1995, Mr. Bergman shared the power to vote, or direct the vote of, 3,981,423.13 shares of Common Stock, as a voting trustee under two voting trust agreements between Mr. Bergman, the Company and certain of its stockholders. Of the 3,981,423.13 shares of Common Stock held in the voting trusts, 3,805,300.13 shares are currently outstanding and 176,123 shares represent stock options held by parties to one of the voting trusts, which stock options are exercisable within 60 days of December 31, 1995 and which upon exercise would be subject to such voting trust. 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. The stockholders which are parties to the voting trust agreements described in Item 4 above have the sole power to direct the receipt of dividends from, or the proceeds from the sale of, the 3,981,423.13 shares of Common Stock subject to such voting trust agreements. The revocable trust established by Pamela Schein under Trust Agreement dated October 26, 1994 has the sole power to direct the receipt of dividends from, or the proceeds from the sale of, 2,357,503.5, of the shares subject to the voting trust agreements, which represents 12.87% of the outstanding Common Stock. _________________________ ** Does not include a total of 1,456,785 shares of Common Stock owned, as of December 31, 1995, by two trusts, of which Mr. Bergman's wife and brother are co-trustees, for the benefit of Mr. Bergman and members of Mr. Bergman's family. 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/ Stanley M. Bergman -----END PRIVACY-ENHANCED MESSAGE-----