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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. 3)
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
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 17,249
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 7,875,367
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 17,249
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 7,875,367
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,892,616
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.5%
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 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. Bergman was the beneficial
owner of 7,892,616 shares of Common Stock, which represents 22.5%
of the class. As of December 31, 1997, Mr. Bergman possessed
sole power to vote, or direct the vote of, and dispose, or direct
the disposition of, 17,249 shares of Common Stock in accordance
with the HSI Agreement (as defined herein). As of December 31,
1997, Mr. Bergman shared the power to vote, or direct the vote
of, a total of 7,875,367 shares of Common Stock, including
(a) 3,067,825 shares as a voting trustee under two voting trust
agreements between Mr. Bergman, the Company and certain of its
stockholders and (b) an additional 4,807,542 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 3,067,825
shares of Common Stock held in the voting trusts, 2,819,645
shares are currently outstanding and 248,180 shares represent
stock options held by parties to one of the voting trusts, which
stock options are exercisable within 60 days of December 31, 1997
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 3,067,825 shares of Common Stock subject to such
voting trust agreements. 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 4,807,542 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, 1998
/s/ Stanley M. Bergman
Stanley M. Bergman