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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
Leslie J. Levine
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
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 2,809,879
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 2,809,879
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,809,879
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0%
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 Leslie J. Levine.
Item 2(b). Address of Principal Business Office or, if None,
Residence:
The address of Mr. Levine's principal business office is c/o
Ackerman, Levine & Cullen LLP, 175 Great Neck Road, Great Neck,
New York 11021.
Item 2(c). Citizenship:
Mr. Levine 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 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 13d-1(b)(1)(ii)(H)
Item 4. Ownership
As of December 31, 1997, Mr. Levine was the beneficial owner
of 2,809,879** shares of Common Stock, which represents 8.0% of
the class. As of December 31, 1997, Mr. Levine shared the power
to vote, or direct the vote of, and dispose, or direct the
disposition of, 2,809,879 shares of Common Stock in his capacity
as co-trustee of four trusts established by Marvin H. Schein
under Trust Agreements dated September 9, 1994, May 15, 1995,
April 5, 1996 and April 9, 1997 and two charitable trusts
established by Marvin H. Schein under Trust Agreements dated
September 12, 1994 and December 26, 1995 (collectively, the
"Trusts").
__________________________________
** Does not include 5,082,737 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
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.
Marvin H. Schein , as co-trustee of the Trusts, and the
Trusts shared the right with Mr. Levine to direct the receipt of
dividends from, or the proceeds from the sale of, the 2,809,879
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.
__________________________________
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 Trust
disclaims beneficial ownership of such shares.
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/ Leslie J. Levine
Leslie J. Levine