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SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 HENRY SCHEIN, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- / / Fee paid previously with preliminary materials: - -------------------------------------------------------------------------------- / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement no.: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: - --------------------------------------------------------------------------------
Filed by the Registrant /X/ Check the appropriate box: Filed by a Party other than the Registrant / / / / Preliminary Proxy Statement / / Confidential, For Use of the Com- mission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 [LETTERHEAD OF HENRY SCHEIN INC.] October 28, 1997 RE: NOVEMBER 12, 1997 - SPECIAL MEETING - YOUR VOTE IS IMPORTANT Dear Fellow Stockholder: According to our latest records, we have not received your proxy for the important Special Meeting of Stockholders to be held on November 12, 1997. Please remember that Proposals (2) and (3) require the affirmative vote of 80% of all outstanding stock, therefore your vote is extremely important. At this meeting, Stockholders will be asked to approve proposals to permit the Board to (1) issue additional shares in connection with the Sullivan merger, (2) change the size of our Board from its maximum size of 11 directors to between 5 and 19 directors and enable the Board to amend or repeal certain By-Laws, and (3) reduce certain supermajority voting requirements from the current 80% to a 66 2/3% vote. Proposal (1) will permit the Company to consummate the Sullivan transaction, while proposals (2) and (3) will further stockholder governance and permit the Company to offer Board representation in connection with certain merger and acquisition transactions, where appropriate. THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE 'FOR' EACH OF THE PROPOSALS SET FORTH IN THE PROXY. It is also important to note that Institutional Shareholder Services, an independent stockholder advisory service, has recommended that Stockholders vote FOR all of the proposals. REMEMBER, IF YOU DO NOT VOTE, IT WILL HAVE THE SAME EFFECT AS A VOTE AGAINST PROPOSALS (2) AND (3). Consequently, your vote is very important no matter how many or few shares you may own. Please take a moment to sign, date and return the enclosed proxy card today in the enclosed postage-paid envelope. Sincerely yours, Stanley M. Bergman Chairman, Chief Executive Officer and President YOUR VOTE IS IMPORTANT!!! PLEASE VOTE!!! - -------------------------------------------------------------------------------- PRODUCTS & SERVICES FOR HEALTHCARE PROFESSIONALS