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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Sullivan Dental Products, Inc.
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(Name of Issuer)
Common Stock, par value $.01
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(Title of Class of Securities)
0008653001
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(CUSIP Number of Class of Securities)
Mark E. Mlotek, Esq.
Vice President and General Counsel
Henry Schein, Inc.
135 Duryea Road
Melville, New York 11747
(516) 843-5906
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Robert A. Cantone, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
(212) 969-3235
August 3, 1997
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(Date of Event which Requires
Filing of this Schedule)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following: [ ]
Schedule 13D
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CUSIP No. [ ]
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Henry Schein, Inc.
11-3136595
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER 0
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER 2,045,565
BENEFICIALLY --------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER 0
EACH
REPORTING
PERSON WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,045,565
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%
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14 TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Item 1. Security and Issuer.
This statement relates to the common stock, par value
$.01 the ("Sullivan Common Stock"), of Sullivan Dental Products,
Inc., a Wisconsin corporation ("Sullivan" or the "Company"), the
principal executive offices of which are located at 10920 West
Lincoln Avenue, West Allis, Wisconsin 53227.
Item 2. Identity and Background.
This statement is filed on behalf of Henry Schein,
Inc., a corporation organized under the laws of the State of
Delaware (the "Reporting Person").
The address of the principal offices and principal
business of the Reporting Person is 135 Duryea Road, Melville,
New York 11747. Set forth on Schedule A attached hereto and
incorporated herein by reference are the names, addresses,
citizenships and present principal occupations or employment of
the executive officers and directors of the Reporting Person, and
the names and addresses of the employers of such persons (if
other than the Reporting Person).
The Reporting Person is the largest direct marketer of
healthcare products and services to office-based healthcare
practitioners in the combined North American and European
markets. The Reporting Person's customers are primarily dental
practices and dental laboratories, as well as physician
practices, veterinary clinics and institutions.
Neither the Reporting Person nor, to its best
knowledge, any of the persons named on Schedule A attached
hereto, has during the last five years: (i) been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
On August 3, 1997, the Reporting Person, HSI
Acquisition Corp., a Wisconsin corporation and a wholly owned
subsidiary of the Reporting Person ("Merger Sub"), and the
Company entered into an Agreement and Plan of Merger, dated as of
August 3, 1997 (the "Merger Agreement"). As described more fully
in Item 4 below, pursuant to the Merger Agreement, at the
effective time of the merger (the "Effective Time"), Merger Sub
will be merged with and into Sullivan (the "Merger"), with
Sullivan continuing as the corporation surviving the Merger, and
each issued and outstanding share of Sullivan Common Stock will
be converted into the right to receive 0.735 shares of the common
stock, par value $0.01, of the Reporting Person (the "Schein
Common Stock"). Completion of the Merger is subject to, among
other things, regulatory approvals, approval of the Merger and
the Merger Agreement by Sullivan shareholders and approval of the
issuance of shares of Schein Common Stock in connection with the
Merger by Schein stockholders.
In connection with the Merger Agreement, the Reporting
Person and certain shareholders of Sullivan, including Sullivan's
Chairman of the Board and certain of his family members, its
Chief Executive Officer, its President and certain of its other
executive officers (collectively, the "Granting Holders" and each
a "Granting Holder"), entered into the Irrevocable Proxy and
Termination Rights Agreement dated as of August 3, 1997 (the
"Irrevocable Proxy and Termination Rights Agreement"). As
described more fully in Item 4 below, pursuant to the Irrevocable
Proxy and Termination Rights Agreement each Granting Holder has,
among other things, granted to the Reporting Person an
irrevocable proxy to vote substantially all of the shares of
Sullivan Common Stock beneficially owned by such Granting Holder
in favor of the Merger and the Merger Agreement.
Item 4. Purpose of Transaction.
The Reporting Person has entered into the Merger
Agreement and Irrevocable Proxy and Termination Rights Agreement
for the purpose of acquiring Sullivan. Set forth below is a
description of certain of the material terms of the Merger
Agreement and the Irrevocable Proxy and Termination Rights
Agreement. Such description does not purport to be complete and
is qualified in its entirety by reference to the text of the
Merger Agreement and the Irrevocable Proxy and Termination Rights
Agreement, which are attached hereto as Exhibit 1 and Exhibit 2,
respectively, and are incorporated by reference herein.
The Merger Agreement provides, among other things, that
at the Effective Time, Merger Sub will be merged with and into
Sullivan, the separate corporate existence of Merger Sub will
cease, and Sullivan will continue as the surviving corporation
under the laws of the State of Wisconsin under the name "Sullivan
Dental Products, Inc." (the "Surviving Corporation").
The Merger Agreement further provides that (i) at the
Effective Time, the Certificate of Incorporation of Sullivan
shall be amended and restated in its entirety so that upon such
amendment it shall in all respects be equivalent in its content
to the Certificate of Incorporation of Merger Sub, as in effect
immediately prior to the Effective Time, except that the name of
the Surviving Corporation shall be "Sullivan Dental Products,
Inc." and (ii) the By-Laws of Merger Sub, as in effect
immediately prior to the Effective Time, shall be the By-Laws of
the Surviving Corporation.
Pursuant to the Merger Agreement, the directors of
Merger Sub at the Effective Time will be the directors of the
Surviving Corporation until their respective successors shall be
duly elected or appointed and qualified, and the officers of
Sullivan at the Effective Time will be the officers of the
Surviving Corporation until their respective successors shall be
duly elected or appointed and qualified.
The Merger Agreement also provides that, at the
Effective Time, by virtue of the Merger and without any action on
the part of the holder of any shares of Sullivan Common Stock or
any holder of capital stock of Merger Sub:
(a) Each issued and outstanding share of Sullivan
Common Stock (other than treasury shares to be canceled as
set forth below) shall be converted into the right to
receive 0.735 shares of Schein Common Stock (the "Exchange
Ratio"), payable upon the surrender of the certificate
formerly representing such share of Sullivan Common Stock;
(b) All shares of Sullivan Common Stock that are owned
by Sullivan as treasury stock shall be canceled and retired
and shall cease to exist and no securities of the Reporting
Person or other consideration shall be delivered in exchange
therefor;
(c) Each share of the common stock, par value $.01, of
Merger Sub then issued and outstanding shall become one
fully paid and nonassessable share of the common stock, $.01
par value, of the Surviving Corporation, which shares shall
be issued to the Reporting Person and shall constitute the
only outstanding shares of capital stock of the Surviving
Corporation; and
(d) Each outstanding and unexercised option to purchase
Sullivan Common Stock disclosed to the Reporting Person in
the Merger Agreement will be converted automatically into a
stock option to purchase Schein Common Stock for a number of
shares and at an exercise price determined by adjusting the
original terms of the option to reflect the Exchange Ratio.
Upon consummation of the Merger, the Sullivan Common
Stock will cease being quoted on the NASDAQ National Market, and
registration of the Sullivan Common Stock under the Securities
Exchange Act of 1934 will be terminated.
Pursuant to the Irrevocable Proxy and Termination
Rights Agreement, each Granting Holder has granted to the
Reporting Person an irrevocable proxy to vote substantially all
of his or her shares of Sullivan Common Stock (i) in favor of the
Merger and the Merger Agreement and (ii) against any Acquisition
Transaction other than the Merger. The term "Acquisition
Transaction" includes any inquiries or the making of any proposal
with respect to any merger, consolidation or other business
combination involving the Company or the acquisition of any
securities of the Company.
If any Granting Holder shall have sold, exchanged or
otherwise disposed of any of his, her or its shares of Sullivan
Common Stock pursuant to an Acquisition Transaction and (A) the
Merger Agreement is terminated by Schein due to (i) a breach of
any representation or warranty of Sullivan which individually or
together with all other such breaches have a materially adverse
effect on Sullivan, (ii) a material breach of any covenant or
agreement set forth in the Merger Agreement which remains uncured
after 30 days after notice of the breach is given by Schein to
Sullivan, (iii) the Board of Directors of Sullivan (x)
withdrawing, amending or modifying in a manner adverse to Schein
or the Merger Sub its recommendation or approval in respect of
the Merger Agreement or the Merger, (y) making a recommendation
with respect to an Acquisition Transaction, other than a
recommendation to reject such Acquisition Transaction, or (z)
taking any action that would constitute a violation of the Merger
Agreement's prohibition on solicitation of proposals or inquiries
regarding an Acquisition Transaction; (iv) any corporation,
partnership, person or other entity or group (as defined in
Section 13(d)(3) of the Exchange Act) ( an "Acquiring Person")
other than Schein, or any affiliate or subsidiary of Schein,
shall have become the beneficial owner of more than 20% of the
outstanding voting equity of Sullivan (either on a primary or
fully diluted basis); provided, however that any corporation,
partnership, person other entity or group which beneficially owns
20% of the outstanding voting equity of Sullivan (either on a
primary or fully diluted basis) and which has not after the date
of the Merger Agreement increased such ownership percentage by
more than an additional one percent of the outstanding voting
equity of Sullivan (either on a primary or fully diluted basis)
shall not be deemed an Acquiring Person; (v) an Acquisition
Transaction shall have occurred with any Acquiring Person other
than Schein or any affiliate or subsidiary of Schein; (vi) the
failure of the meeting of shareholders of Sullivan to be held by
January 1, 1998 (except as a result of a judgment, injunction,
order or decree if any competent authority or events or
circumstances beyond the reasonable control of Sullivan, or (B)
the Merger Agreement is terminated by Sullivan (i) in order to
permit Sullivan to enter into an Acquisition Transaction, (ii)
due to the failure of Sullivan or Schein to obtain the required
stockholder consents or (iii) as a result of the failure of the
Merger to be consummated prior to January 31, 1998, then such
Granting Holder shall pay or cause to be paid to Schein upon
demand an amount equal to the product of (x) 35% of the amount by
which the total consideration of all kinds and from all sources
received by such Granting Holder for each share of Schein Common
Stock disposed of by such Granting Holder exceeds the fair market
value of 0.735 shares of Schein Common Stock on the date of
termination of the Merger Agreement and (y) the aggregate number
of shares of Schein Common Stock sold by such Granting Holder.
An aggregate number of 2,045,565 shares of Sullivan Common Stock
are subject to the Irrevocable Proxy and Termination Rights
Agreement.
The Irrevocable Proxy and Termination Rights Agreement
terminates on the earlier of (i) the Effective Time of the Merger
and (ii) 12 months following the date of termination of the
Merger Agreement; provided, however, that the appointment of the
Reporting Person or any designee of Reporting Person as agent,
attorney and proxy pursuant to the Irrevocable Proxy and
Termination Rights Agreement automatically terminates upon the
termination of the Merger Agreement.
Except as set forth above, the Reporting Person does
not have any present plans or proposals that relate to or would
result in any of the actions required to be described in Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Pursuant to the Irrevocable Proxy and Termination
Rights Agreement, the Reporting Person may be deemed to have
acquired beneficial ownership of 2,045,565 shares of Sullivan
Common Stock. Based on Sullivan's representation and warranty in
the Merger Agreement that, as of August 3, 1997, 10,021,957
shares of Sullivan Common Stock were outstanding, pursuant to
Rule 13d-3 of the Act, the 2,045,565 that may be deemed
beneficially owned by the Reporting Person constitute
approximately 20.3% of the outstanding shares of Sullivan Common
Stock.
Except as set forth herein, neither the Reporting
Person nor, to its best knowledge, any of the persons named on
Schedule A attached hereto, beneficially owns any shares of
Sullivan Common Stock.
(b) Pursuant to the Irrevocable Proxy and Termination
Rights Agreement, the Reporting Person may be deemed to have
shared dispositive power with respect to none of the shares of
Sullivan Common Stock beneficially owned by the Reporting Person
as set forth in Item 5(a) above and shared voting power with
respect to all 2,045,565 such shares of Sullivan Common Stock.
(c) Except as set forth herein, no transactions in the
shares of Sullivan Common Stock have been effected during the
past sixty (60) days by the Reporting Person nor, to its best
knowledge, any of the persons named on Schedule A attached
hereto.
(d) Neither the Reporting Person nor, to its best
knowledge, any of the Persons named on Schedule A attached
hereto, has or knows of any other person who has the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any shares of Sullivan Common
Stock that may be beneficially owned by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in
Item 2 or between any of such persons and any other person with
respect to any securities of Sullivan except as referred to or
described herein.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Agreement and Plan of Merger, dated as of August 3,
1997, by and among Henry Schein, Inc., HSI Acquisition
Corp. and Sullivan Dental Products, Inc., incorporated
by reference to Sullivan Dental Products, Inc.'s
Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1997, filed with the Securities and
Exchange Commission on August 14, 1997.
Exhibit 2 Irrevocable Proxy and Termination Rights Agreement,
dated as of August 3, 1997, by and among Henry Schein,
Inc. and the persons listed on Schedule A thereto, each
a shareholder of Sullivan Dental Products, Inc.
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.
Dated: September 4, 1997
HENRY SCHEIN, INC.
By: /s/ Mark Mlotek
Name: Mark Mlotek
Title: Vice President and General
Counsel
SCHEDULE A
Directors and Executive Officers of the Reporting Person
Unless otherwise indicated, (a) the positions of the
listed individuals are with Henry Schein Inc. at 135 Duryea Road
Melville, New York 11747 and (b) the listed individuals are
United States citizens.
DIRECTORS
Stanley M. Bergman
Chairman, Chief Executive Officer, President and Director
James P. Breslawski
Executive Vice President and Director
Gerald A. Benjamin
Senior Vice President - Administration and Customer Satisfaction
and Director
Leonard A. David
Vice President - Human Resources, Special Counsel and Director
Mark E. Mlotek
Vice President, General Counsel, Secretary and Director
Steven Paladino
Senior Vice President, Chief Financial Officer and Director
Barry J. Alperin
Director and Consultant
Director: Seaman Furniture Co.
Director: K'nex Industries, Inc.
P.O. Box 142
Waccabuc, New York 10597
Pamela Joseph
Director
President: MA Nose Studios, Inc.
407 Aspen Oak Drive
Aspen, Colorado 81611
Donald J. Kabat
Director
President: D.K. Consulting Services, Inc.
18 Oakwood Drive
Parlin, New Jersey 08859
Marvin H. Schein
Director and Consultant
President: Schein Dental Equipment
135 Duryea Road
Melville, New York 11747
Irving Shafran
Director
Attorney At Law
805 Third Avenue
Sixth Floor
New York, New York 10022
EXECUTIVE OFFICERS (other than those listed above who are also
serving as directors)
Diane Forrest
Senior Vice President - Information Services and Chief
Information Officer
Stephen R. LaHood
Senior Vice President - Distribution Services
Bruce Haber
Executive Vice President - Medical Group
Larry Gibson
President - Practice Management Technology Group
James W. Stahly
President - North American Dental Group
Michael Zack
Senior Vice President - International Group