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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
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