-----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, Ey+qatXd/rK8sqIiKtW0IChiPKoNSi8IRJ27BUhpG1u8zmgXj+bA7MuKKk6iTqlE MRX/2doSYMRl2MCI9oADpw== 0001012975-98-000056.txt : 19980218 0001012975-98-000056.hdr.sgml : 19980218 ACCESSION NUMBER: 0001012975-98-000056 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCHEIN HENRY INC CENTRAL INDEX KEY: 0001000228 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 113136595 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-46221 FILM NUMBER: 98543037 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: VOTING TRUST UNDER AGREEMENT DATED SEPT 30 1994 CENTRAL INDEX KEY: 0001008807 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 RD CITY: MELVILLE STATE: NY ZIP: 11747 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) 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) 806407102 (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). CUSIP No. 806407102 13G 1 NAME OF REPORTING PERSON Voting Trust under Agreement dated September 30, 1994 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 Not applicable NUMBER OF 5 SOLE VOTING POWER 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER 2,795,817 OWNED BY EACH 7 SOLE DISPOSITIVE POWER 0 REPORTING PERSON 8 SHARED DISPOSITIVE POWER 0 WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,795,817 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [x] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.0% 12 TYPE OF REPORTING PERSON* 00 *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 the Voting Trust under Agreement dated September 30, 1994 (the "Voting Trust"). Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the Voting Trust's principal business office is c/o Stanley M. Bergman, Voting Trustee, Henry Schein, Inc., 135 Duryea Road, Melville, New York 11747. Item 2(c). Citizenship: Not applicable. 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; 13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with 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, 1997, the Voting Trust was the beneficial owner of 2,795,817** shares of Common Stock, which represents 8.0% of the class. As of December 31, 1997, the Voting Trust shared the power to vote, or direct the vote of, 2,795,817 shares of Common Stock, pursuant to the Voting Trust Agreement (the "Voting Trust Agreement") dated September 30, 1994 among the Company, the Estate of Jacob M. Schein, the Trust established by Pamela Joseph under Trust Agreement dated February 9, 1994, the Trust established by Martin Sperber under Trust Agreement dated September 19, 1994, management stockholders of the Company, and Stanley M. Bergman, as voting trustee. Of the 2,795,817 shares of Common Stock held in the Voting Trust, 2,547,637 shares are currently outstanding and 248,180 shares represent stock options held by certain management stockholders party to the Voting Trust Agreement, which stock options are exercisable within 60 days of December 31, 1996 and which upon exercise would be subject to the Voting Trust. Item 5. Ownership of Five Percent or Less of a Class Not applicable. ________________ ** Does not include (i) 17,249 shares of Common Stock owned by Stanley M. Bergman, (ii) 272,008 shares of Common Stock which Mr. Bergman shares the power to vote, or direct the disposition of, in his capacity as voting trustee under a separate voting trust agreement, and (iii) 4,807,542 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, 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. The Voting Trust disclaims beneficial ownership of such shares. Item 6. Ownership of More than Five Percent on Behalf of Another Person. The stockholders which are parties to the Voting Trust Agreement have the sole power to direct the receipt of dividends from, or the proceeds from the sale of, the 2,795,817 shares of Common Stock subject to the Voting Trust. 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, 1998 /s/Stanley M. Bergman Stanley M. Bergman, as Voting Trustee under Agreement dated September 30, 1994 -----END PRIVACY-ENHANCED MESSAGE-----