<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the period ended March 28, 1998
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission File Number: 0-27078
HENRY SCHEIN, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-3136595
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
135 Duryea Road
Melville, New York 11747
(Address of principal executive offices)
Telephone Number (516) 843-5500
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days:
Yes [X] No [ ]
As of May 6, 1998, there were 35,447,039 shares of the Registrant's
Common Stock outstanding.
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HENRY SCHEIN, INC.
INDEX
PART I. FINANCIAL INFORMATION
Page No.
--------
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets
March 28, 1998 and December 27, 1997..........................3
Consolidated Statements of Operations
Three months ended March 28, 1998 and March 29, 1997 .........4
Consolidated Statements of Cash Flows
Three months ended March 28, 1998 and March 29, 1997 .......5
Notes to Consolidated Financial Statements ......................6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ..........................8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ..............................................12
Item 6. Exhibits and Reports on Form 8-K ...............................12
Signature ......................................................13
2
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PART 1. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
HENRY SCHEIN, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
March 28, December 27,
1998 1997
--------- ---------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ........................................................... $ 12,244 $ 7,824
Accounts receivable, less reserves of $12,712 and $13,048,
respectively .................................................................... 258,136 261,665
Inventories ......................................................................... 220,065 212,848
Deferred income taxes ............................................................... 13,358 13,323
Other ............................................................................... 40,999 39,396
--------- ---------
Total current assets .................................................... 544,802 535,056
Property and equipment, net of accumulated depreciation and
amortization of $59,974 and $57,997, respectively ................................... 58,301 54,449
Goodwill and other intangibles, net of accumulated
amortization of $11,657 and $10,395, respectively .................................... 127,054 122,217
Investments and other .................................................................. 28,924 29,472
--------- ---------
$ 759,081 $ 741,194
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable .................................................................... $ 116,021 $ 129,806
Bank credit lines ................................................................... 11,665 11,973
Accruals:
Salaries and related expenses ..................................................... 22,967 20,729
Merger and integration costs ...................................................... 13,220 17,056
Other ............................................................................. 32,586 39,095
Current maturities of long-term debt ................................................ 8,361 9,370
--------- ---------
Total current liabilities ............................................... 204,820 228,029
Long-term debt ......................................................................... 123,439 93,192
Other liabilities ...................................................................... 6,234 6,550
--------- ---------
Total liabilities ....................................................... 334,493 327,771
--------- ---------
Minority interest ...................................................................... 2,267 2,225
--------- ---------
Stockholders' equity:
Common stock, $.01 par value, authorized 60,000,000; issued
35,410,714 and 35,146,892, respectively ........................................ 354 352
Additional paid-in capital .......................................................... 328,473 322,998
Retained earnings ................................................................... 98,202 92,238
Treasury stock, at cost (62,479 shares) ............................................. (1,156) (1,156)
Accumulated other comprehensive income .............................................. (1,927) (1,609)
Deferred compensation ............................................................... (1,625) (1,625)
--------- ---------
Total stockholders' equity .............................................. 422,321 411,198
--------- ---------
$ 759,081 $ 741,194
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
3
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HENRY SCHEIN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
---------------------------------
March 28, March 29,
1998 1997
--------- ---------
(restated)
<S> <C> <C>
Net sales .......................................................................... $ 403,032 $ 339,049
Cost of sales ...................................................................... 281,541 239,012
--------- ---------
Gross profit ................................................................... 121,491 100,037
Operating expenses:
Selling, general and administrative ............................................ 107,225 90,402
Merger and integration costs ................................................... 3,864 2,527
--------- ---------
Operating income .......................................................... 10,402 7,108
Other income (expense):
Interest income ................................................................ 1,712 1,537
Interest expense ............................................................... (2,157) (1,020)
Other - net .................................................................... 80 (75)
--------- ---------
Income before taxes on income,
minority interest and equity in
earnings (losses) of affiliates .......................................... 10,037 7,550
Taxes on income .................................................................... 4,253 4,008
Minority interest in net income (loss) of subsidiaries ............................. 1 (14)
Equity in earnings (losses) of affiliates .......................................... 181 (50)
--------- ---------
Net income ......................................................................... $ 5,964 $ 3,506
========= =========
Net income per common share:
Basic ...................................................................... $ 0.17 $ 0.10
========= =========
Diluted .................................................................... $ 0.16 $ 0.10
========= =========
Weighted average shares outstanding:
Basic ...................................................................... 35,518 33,640
========= =========
Diluted .................................................................... 37,606 35,115
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
4
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HENRY SCHEIN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
--------------------------
March 28, March 29,
1998 1997
-------- --------
(restated)
<S> <C> <C>
Cash flows from operating activities:
Net income ................................................................ $ 5,964 $ 3,506
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation and amortization ......................................... 3,554 3,287
Provision (benefit) for losses on accounts receivable ................. (314) 494
Benefit from deferred income taxes .................................... (99) (200)
Undistributed (earnings) losses of affiliates ......................... (181) 50
Benefit for merger and integration costs .............................. (3,836) --
Minority interest in net income (loss) of subsidiaries ................ 1 (14)
Other ................................................................. (134) (5)
Changes in assets and liabilities:
Decrease in accounts receivable ....................................... 6,407 1,289
(Increase) decrease in inventories .................................... (6,981) 6,727
(Increase) decrease in other current assets ........................... (1,375) 610
Decrease in accounts payable and accruals ............................. (16,477) (27,981)
-------- --------
Net cash used in operating activities ......................................... (13,471) (12,237)
-------- --------
Cash flows from investing activities:
Capital expenditures ...................................................... (6,700) (2,827)
Business acquisitions, net of cash acquired ............................... (4,353) (4,377)
Other ..................................................................... (3,160) (943)
-------- --------
Net cash used in investing activities ......................................... (14,213) (8,147)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of long-term debt .................................. -- 1,011
Principal payments on long-term debt ...................................... (1,813) (1,210)
Proceeds from issuance of stock upon exercise of options .................. 3,840 269
Proceeds from borrowings from banks ....................................... 32,279 1,283
Payments on borrowings from banks ......................................... (1,846) (3,841)
Purchase of treasury stock ................................................ -- (341)
Dividends paid ............................................................ -- (484)
Other ..................................................................... (356) (1,184)
-------- --------
Net cash provided by (used in) financing activities ........................... 32,104 (4,497)
-------- --------
Net increase (decrease) in cash and cash equivalents .......................... 4,420 (24,881)
Cash and cash equivalents, beginning of period ................................ 7,824 45,814
-------- --------
Cash and cash equivalents, end of period ...................................... $ 12,244 $ 20,933
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
5
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HENRY SCHEIN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
(unaudited)
Note 1. Basis of Presentation
The consolidated financial statements include the accounts of Henry Schein,
Inc. and its wholly-owned and majority-owned subsidiaries (collectively, the
"Company").
In the opinion of the Company's management, the accompanying unaudited
consolidated financial statements contain all adjustments (consisting of only
normal recurring adjustments) necessary to present fairly the information set
forth therein. These consolidated financial statements are condensed and
therefore do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
The financial statements include adjustments to give effect to the
acquisitions of Micro Bio-Medics, Inc. ("MBMI"), effective August 1, 1997 and
Sullivan Dental Products, Inc. ("Sullivan"), effective November 12, 1997,
which were accounted for under the pooling of interests method. The
consolidated financial statements should be read in conjunction with the
Company's consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K and 10-K/A for the year ended December
27, 1997. The Company follows the same accounting policies in preparation of
interim reports. The results of operations for the three months ended March
28, 1998 are not necessarily indicative of the results to be expected for the
fiscal year ending December 26, 1998 or any other period.
Note 2. Merger and Integration Costs
In connection with certain acquisitions accounted for under the pooling of
interests method of accounting, the Company incurred certain merger and
integration costs during the three months ended March 28, 1998 and March 29,
1997. These costs consist primarily of investment banking, legal, accounting
and advisory fees, compensation and other integration costs associated with
these mergers. Net of taxes, for the three months ended March 28, 1998 and
March 29, 1997, merger and integration costs were approximately $0.08 and
$0.07 per share, on a diluted basis, respectively.
Note 3. Comprehensive Income
The Company adopted SFAS No. 130 Reporting Comprehensive Income, which
requires that all components of comprehensive income and total comprehensive
income be reported on one of the following: a statement of income and
comprehensive income, a statement of comprehensive income or a statement of
stockholders' equity. Comprehensive income is comprised of net income and all
changes to stockholders' equity, except those due to investments by owners
(changes in paid in capital) and distributions to owners (dividends). For
interim reporting purposes, SFAS 130 requires disclosure of total
comprehensive income.
6
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Total comprehensive income for the three months ended March 28, 1998 and March
29, 1997 is as follows:
Three Months Ended
March 28, 1998 March 29, 1997
----------------------------------
Net income $5,964 $3,906
Foreign currency translation adjustments (318) (978)
---------- ---------
Comprehensive income $5,646 $2,928
========== =========
Note 4. Earnings per Share
A reconciliation of shares used in calculating basic and diluted earnings per
share follows (in thousands):
March 28, 1998 Historical
------------
Basic....................................... 35,518
Effect of assumed conversion of
employee stock options.................. 2,088
---------
Diluted..................................... 37,606
=========
March 29, 1997
Basic....................................... 33,640
Effect of assumed conversion of
employee stock options.................. 1,475
---------
Diluted..................................... 35,115
=========
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three Months Ended March 28, 1998 compared to Three Months Ended March 29, 1997
Net sales increased $64.0 million, or 18.9%, to $403.0 million for the three
months ended March 28, 1998 from $339.0 million for the three months ended
March 29, 1997. Of the $64.0 million increase, approximately $27.8 million
represented a 14.9% increase in the Company's dental business, $20.1 million
represented a 21.3% increase in its medical business, $11.6 million
represented a 28.5% increase in its international business, $2.6 million
represented a 36.4% increase in the Company's technology and value-added
product business, and $1.9 million, represented a 19.5% increase in its
veterinary business. The increase in dental net sales was primarily the result
of the continuing favorable impact of the Company's integrated sales and
marketing approach (which coordinates the efforts of its field sales
consultants with its direct marketing and telesales personnel), and continued
success of the Company's targeted marketing programs and acquisitions
completed subsequent to the first quarter of 1997. The increase in medical net
sales is primarily attributable to sales to hospitals, acquisitions, and the
benefits of a new telesales structure, partially offset by a decline in sales
to renal dialysis centers. In the first quarter of 1998 the Company's largest
renal dialysis customer, Renal Treatment Centers, Inc., ("RTC") was acquired
by Total Renal Care, Inc. which currently is not a customer of the Company. In
March of this year, RTC stopped purchasing Epogen from the Company, but
continues to purchase other products. During fiscal year 1997, the Company's
sales of Epogen to RTC amounted to $38.7 million. In the international market,
the increase in net sales was due to acquisitions, primarily in Germany, the
United Kingdom and The Netherlands, and increased account penetration in
France, Germany and Spain. Unfavorable exchange rate translation adjustments
reduced the net increase in the international market by approximately $2.0
million. Had net sales for the international market been translated at the
same exchange rates in effect during the first quarter of 1997, net sales
would have increased by an additional 4.9%. In the veterinary market, the
increase in net sales was primarily due to increased account penetration with
core accounts and veterinary groups. The increase in technology and
value-added product sales was primarily due to acquisitions completed
subsequent to the first quarter of 1997.
Gross profit increased by $21.5 million, or 21.5%, to $121.5 million for the
three months ended March 28, 1998, from $100.0 million for the three months
ended March 29, 1997. Gross profit margin increased by 0.6% to 30.1% from
29.5% last year, with improvements primarily in medical margins, and to a
lesser extent, dental and veterinary margins, partially offset by declines in
technology and value-added product and international margins, all the result
of changes in product mix.
Selling, general and administrative expenses increased by $16.8 million, or
18.6%, to $107.2 million for the three months ended March 28, 1998 from $90.4
million for the three months ended March 29, 1997. Selling and shipping
expenses increased by $11.2 million, or 18.5%, to $71.8 million for the three
months ended March 28, 1998 from $60.6 million for the three months ended
March 29, 1997. As a percentage of net sales, selling and shipping expenses
decreased 0.1% to 17.8% for the three months ended March 28, 1998 from 17.9%
for the three months ended March 29, 1997. This decrease was primarily due to
improvements of the Company's distribution efficiencies. General
8
<PAGE>
and administrative expenses increased $5.6 million, or 18.8%, to $35.4 million
for the three months ended March 28, 1998 from $29.8 million for the three
months ended March 29, 1997, primarily as a result of acquisitions.
As a percentage of net sales, general and administrative expenses remained
unchanged at 8.8%.
Other income (expense) - net decreased by $0.8 million, to ($0.4) million for
the three months ended March 28, 1998, compared to $0.4 million for the three
months ended March 29, 1997 due to an increase in interest expense resulting
from an increase in average borrowings, partially offset by an increase in
interest income from finance charges and imputed interest arising from
non-interest bearing extended payment term sales.
Equity in earnings of affiliates increased $0.3 million to $0.2 million for
the three months ended March 28, 1998 from ($0.1) million for the three months
ended March 29, 1997. This increase was primarily due to increased sales
volume and improved margins for the products sold by an unconsolidated
50%-owned company.
For the three months ended March 28, 1998 the Company's effective tax rate was
42.4%. Excluding merger and integration costs, the majority of which are not
deductible for income tax purposes, the Company's effective tax rate would
have been 38.1%. For the three months ended March 29, 1997, the Company's
effective tax rate was 53.1%. Excluding merger and integration costs, the
Company's effective tax rate would have been 39.8%. The difference between the
Company's effective tax rate (excluding merger and integration costs), and the
Federal statutory rate relates primarily to state income taxes.
Year 2000
Management has initiated a company-wide program to prepare the Company's
computer systems and applications for the year 2000, as well as identify
critical third parties which the Company relies upon to operate its business
to assess their readiness for the year 2000. The year 2000 issue arises from
the widespread use of computer programs that rely on two-digit date codes to
perform computations or decision-making functions. The Company expects to
incur internal payroll costs as well as consulting costs and other expenses
related to infrastructure and facilities enhancements necessary to prepare for
the Company's systems for the year 2000. Management estimates that the cost of
this program will be between $2.0 million and $3.0 million, with approximately
$1.5 million representing incremental costs to the Company. There can be no
assurance that the systems of other companies which the Company's systems rely
upon will be timely converted, or that such failure to convert by another
company would not have a material adverse effect on the Company's systems and
results of operations.
9
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LIQUIDITY AND CAPITAL RESOURCES
The Company's principal capital requirements have been to fund (a) working
capital needs resulting from increased sales, extended payment terms on
various products, special inventory forward buy-in opportunities, and to fund
initial start-up inventory requirements for new distribution centers, (b)
acquisitions and (c) capital expenditures. Since sales have been strongest
during the fourth quarter and special inventory forward buy-in opportunities
are most prevalent just before the end of the year, the Company's working
capital requirements have been generally higher from the end of the third
quarter to the end of the first quarter of the following year. The Company has
financed its business primarily through revolving credit facilities and stock
issuances.
Net cash used in operating activities for the three months ended March 28,
1998 of $13.5 million resulted primarily from a net increase in operating
items of working capital of $18.4 million offset, in part, by net income of
$6.0 million adjusted for non-cash charges of $1.1 million. The increase in
working capital was primarily due to (i) a decrease in accounts payable and
other accrued expenses of $16.5 million resulting primarily from payments to
vendors for inventory purchased as part of the Company's year-end inventory
forward buy-in program, (ii) a $7.0 million increase in inventory, and (iii) a
$1.4 million increase in other current assets, offset by a $6.4 million
decrease in accounts receivable. The Company anticipates future increases in
working capital as a result of its continued sales growth.
Net cash used in investing activities for the three months ended March 28,
1998 of $14.2 million resulted primarily from cash outlays for capital
expenditures of $6.7 million and cash paid for acquisitions of $4.4 million.
The increased amount of capital expenditures over the comparable prior year
period was due to expenditures for additional operating facilities, as well
as the development of new computer systems. The Company expects that it
will invest in excess of $30.0 million during the year ending December 26,
1998, including approximately $10.0 million to $12.0 million relating to the
consolidation and integration of facilities and systems as a result of recent
acquisitions. Thereafter, the Company expects to invest in excess of $20.0
million per year in capital projects to modernize and expand its facilities
and infrastructure systems and integrate operations.
Net cash provided by financing activities for the three months ended March 28,
1998 of $32.1 million resulted primarily from net borrowings on bank credit
lines of $30.5 million.
In addition, with respect to certain acquisitions and joint ventures, holders
of minority interest in the acquired entities or ventures have the right at
certain times to require the Company to acquire their interest at either fair
market value or a formula price based on earnings of the entity.
The Company's cash and cash equivalents as of March 28, 1998 of $12.2 million
consist of bank balances and investments in commercial paper rated AAA by
Moodys (or an equivalent rating). These investments have staggered maturity
dates, none greater than three months, and have a high degree of liquidity
since the securities are actively traded in public markets.
The Company's main credit facility is a $150.0 million revolving credit
facility which has a termination date of August 15, 2002. Borrowings under the
credit facility were $106.9 million at March 28, 1998. Certain of the
Company's subsidiaries have revolving credit facilities that total
approximately $35.3 million under which $11.7 million have been borrowed at
March 28, 1998.
10
<PAGE>
The Company believes that its cash and cash equivalents, its anticipated cash
flow from operations, its ability to access private and public debt and equity
markets, and the availability of funds under its existing credit agreements
will provide it with liquidity sufficient to meet its short and long-term
capital needs.
Disclosure Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward looking statements. Certain information in this Form 10-Q contains
information that is forward looking, such as the Company's opportunities to
increase sales through, among other things, acquisitions; its exposure to
fluctuations in foreign currencies; its anticipated liquidity and capital
requirements; competitive product and pricing pressures and the ability to
gain or maintain share of sales in global markets as a result of actions by
competitors; and the results of legal proceedings. The matters referred to in
forward looking statements could be affected by the risks and uncertainties
involved in the Company's business. These risks and uncertainties include, but
are not limited to, the effect of economic and market conditions, the impact
of the consolidation of healthcare practitioners, the impact of healthcare
reform, opportunities for acquisitions and the Company's ability to
effectively integrate acquired companies, the acceptance and quality of
software products, acceptance and ability to manage operations in foreign
markets, the ability to maintain favorable supplier arrangements and
relationships, possible disruptions in the Company's computer systems or
telephone systems, the Company's ability and its customers' and suppliers'
ability to replace, modify or upgrade computer programs in ways that
adequately address the Year 2000 issue, possible increases in shipping rates
or interruptions in shipping service, the level and volatility of interest
rates and currency values, economic and political conditions in international
markets, including civil unrest, government changes and restrictions on the
ability to transfer capital across borders, the impact of current or pending
legislation, regulation and changes in accounting standards and taxation
requirements, environmental laws in domestic and foreign jurisdictions, as
well as certain other risks described in this Form 10-Q. Subsequent written
and oral forward looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by the
cautionary statements in this paragraph and elsewhere described in this Form
10-Q.
11
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
During the first quarter of 1998, the Company became involved in a dispute
with Premier Laser Systems, Inc. ("PLS") involving the alleged purchase of
certain products distributed by PLS. The parties are discussing a resolution
to the dispute. The Company does not believe that this dispute will have a
material adverse effect on the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
10.106 Amendment No. 3 dated as of November 10, 1997 to Credit
Agreement (filed herein).
10.107 Amendment No. 4 dated as of December 10, 1997 to Credit
Agreement (filed herein).
27.1 Financial Data Schedule
(b) Reports on Form 8-K.
During the fourth quarter of 1997, the Company filed one Form 8-K:
The Report, dated November 12, 1997 and filed on November 26, 1997,
reported the Company's acquisition of Sullivan and incorporated by
reference Sullivan's audited financial statements filed as part of
Sullivan's Annual Report on Form 10-K for the year ended December 31,
1996. On January 26, 1998, the Company filed Amendment No. 1 to the
foregoing report on Form 8- K/A which, among other things, included
(i) unaudited pro forma combined condensed financial information
pursuant to Article 11 of Regulation S-X giving effect to the merger,
(ii) Sullivan's unaudited balance sheets as of September 30, 1997 and
December 31, 1996 and the related unaudited statements of income and
cash flow for the three-month and nine-month periods ended September
30, 1997 and (iii) consolidated balance sheets of the Company as of
December 28, 1996 and December 30, 1995, and the related consolidated
statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended December 28, 1996,
restated to give effect to the Company's acquisition of MBMI.
12
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HENRY SCHEIN, INC.
(Registrant)
By: /s/ STEVEN PALADINO
--------------------------------
STEVEN PALADINO
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Dated: May 12, 1998
13
<PAGE>
AMENDMENT No. 3 TO REVOLVING CREDIT AGREEMENT, dated as
of November 10, 1997, among HENRY SCHEIN, INC., a corporation organized
under the laws of the State of Delaware (the "Borrower"), and THE CHASE
MANHATTAN BANK, a New York banking corporation ("Chase"), FLEET BANK,
NATIONAL ASSOCIATION, a national banking association organized under the
laws of the United States of America "("Fleet"), COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", New York Branch, a
cooperative banking organization organized under the laws of The
Netherlands ("Rabobank Nederland"), and EUROPEAN AMERICAN BANK, a New
York banking corporation ("EAB"; collectively with Chase, Fleet and
Rabobank Nederland, the "Banks"), and Chase, as Agent for the Banks.
RECITALS:
A. The parties hereto entered into that Revolving
Credit Agreement, dated as of January 31, 1997 (such agreement as it has
been amended through the date hereof, the "Credit Agreement").
B. The parties hereto desire to amend the Credit
Agreement on the terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1. AMENDMENTS TO REVOLVING CREDIT AGREEMENT.
This Amendment shall be deemed to be an amendment to
the Credit Agreement and shall not be construed in any way as a
replacement or substitution therefor. All of the terms and provisions of
this Agreement are hereby incorporated by reference into the Credit
Agreement as if such terms were set forth in full therein.
Section 1.1. Section 1.1 of the Credit Agreement is hereby
amended by inserting the following defined terms therein in alphabetical
order:
"Swing Line Loan Commitment" means $15,000,000 (U.S.), as
such amount may be reduced in accordance to Section 2.4A.
"Swing Line Loans" means the loans made by Chase to the
Borrower pursuant to Section 2.4A.
"Swing Line Loan Note" means the promissory note of the
Borrower in favor of Chase evidencing the Swing Line Loans and
substantially in the form of Exhibit 2.4A hereto as such promissory note
may be amended, modified, supplemented, or replaced from time to time.
Section 1.2. The definition of the term "Aggregate
Outstandings" contained in Section 1.1 of the Credit Agreement is hereby
amended to provide in its entirety as follows:
<PAGE>
"Aggregate Outstandings" means, at a particular time,
the sum of (a) Aggregate Letters of Credit Outstanding
at such time plus (b) Aggregate Banker's Acceptance
Outstandings, at such time plus (c) the Dollar
Equivalent of the aggregate outstanding principal
amount of all Revolving Credit Loans at such time plus
(d) without duplication, the aggregate outstanding
principal amount of all Swing Line Loans at such time.
Section 1.3. The definition of the term "Loan" contained in
Section 1.1 of the Credit Agreement is hereby amended to provide in its
entirety as follows:
"Loan" means a Revolving Credit Loan, a Swing Line Loan,
a Letter of Credit or Documentary Banker's Acceptance.
Section 1.4. The definition of the term "Notes" contained in
Section 1.1 of the Credit Agreement is hereby amended to provide in its
entirety as follows:
"Notes" means the Revolving Credit Notes and the Swing Line
Note.
Section 1.5. Section 2.4(c) of the Credit Agreement is
hereby amended by deleting the phrase "ten (10) different Interest Periods"
therefrom and substituting the following in its place:
"twelve (12) different Interest Periods".
Section 1.6. Article 2 of the Credit Agreement is hereby
amended by inserting the following new Section 2.4A therein immediately
following Section 2.4 thereof:
Section 2.4A. Swing Line Loans.
(a) Swing Line Loan Commitment. Subject to the terms
and conditions set forth herein, Chase agrees to make revolving loans to
the Borrower in Dollars from time to time from the date hereof to the
Revolving Credit Termination Date (each such loan, a "Swing Line Loan"
and collectively, the "Swing Line Loans"); provided that (i) the
aggregate amount of the Swing Line Loans outstanding at any one time
shall not exceed the Swing Line Loan Commitment and (ii) the Aggregate
Outstandings at any one time may not exceed the Total Revolving Credit
Commitments. The Swing Line Loan Commitment may be reduced or terminated
by Chase, in its sole discretion, upon three Business Days' notice to the
Borrower. Prior to the Revolving Credit Termination Date, Swing Line
Loans may be repaid and reborrowed by the Borrower in accordance with the
provisions hereof. Upon the request of any Bank, Chase shall provide such
Bank a schedule of Swing Line Loans then outstanding.
(b) Method of Borrowing Swing Line Loans. By no later
than 12:00 noon,
<PAGE>
New York City time, on the date of the requested borrowing of a Swing Line
Loan, the Borrower shall give written notice (or telephone notice promptly
confirmed in writing) to Chase. Each such notice shall be irrevocable and
shall state (A) that a Swing Line Loan is requested, (B) the date of the
requested Swing Line Loan which shall be a Banking Day) and (C) the principal
amount of the Swing Line Loan requested. Each Swing Line Loan shall bear
interest at such rate and shall have such maturity date as Chase and the
Borrower shall agree upon receipt by Chase of any such notice from the
Borrower, provided, that the maturity date for any Swing Line Loan shall not
in any event be a date more than five (5) Banking Days from the date such
Swing Line Loan is advanced or a date after the Revolving Credit Termination
Date.
(c) Payment and Participations of Swing Line Loans. The
Borrower agrees to repay all Swing Line Loans then outstanding within one
Business Day of demand therefor by Chase, which may be accomplished by
the Borrower requesting a Revolving Credit Loan pursuant to Section 2.4
hereof. The parties hereto intend that each Swing Line Loan will be
refinanced within five (5) Banking Days of the making of such Swing Line
Loan with the proceeds of a Revolving Credit Loan which shall be a LIBOR
Loan. In the event that the Borrower shall fail to repay any Swing Line
Loan within three Business Days after demand therefor by Chase, and in
any event upon (i) a request by Chase, (ii) the occurrence of an Event of
Default described in Sections 10.1(f) or 10.1(i) or (iii) the
acceleration of any Note or termination of the Revolving Credit
Commitments pursuant to Section 10, each other Bank shall irrevocably and
unconditionally purchase from Chase, without recourse or warranty, an
undivided interest and participation in such Swing Line Loan in an amount
equal to such other Bank's Commitment Proportion thereof, by directly
purchasing a participation in such Swing Line Loan in such amount
(regardless of whether the conditions precedent thereto set forth in
Section 5.2 hereof are then satisfied, whether or not the Borrower has
requested a Loan and whether or not the Revolving Credit Commitments are
then in effect, any Event of Default exists or all the Notes have been
accelerated) and paying the proceeds thereof to Chase at 395 North
Service Road, Melville, New York 11747, or at such other address as Chase
may designate, in lawful money of the United States of America and in
immediately available funds. Chase agrees to notify each Bank that is
obligated to purchase a participation in Swing Line Loans hereunder of
the occurrence of any event described in clauses (ii) or (iii) above
promptly after Chase becomes aware thereof, but the failure to give such
notice will not affect the obligation of any such Bank to purchase any
such participation. Provided that Chase has provided notice to the Banks
by 2:00 p.m., New York City time, the Banks shall purchase such
participations on the same Banking Day. If any such notice is delivered
after 2:00 p.m., New York City time, the Banks shall be obligated to
purchase such participations on the next succeeding Banking Day. If such
amount is not in fact made available to Chase by any Bank, Chase shall be
entitled to recover such amount on demand from such Bank together with
accrued interest thereon for each day from the date such amount is
require to be paid, at the Federal Funds Rate. If such Bank does not pay
such amount as provided above, and until such time as such Bank makes the
required payment, Chase shall be deemed to continue to have outstanding
Swing Line Loans in the amount of such unpaid participation obligation
for all purposes of the Facility Documents other than those provisions
requiring the other Bank to purchase a participation therein. Further,
such Bank shall be deemed to have assigned any and all payments made of
principal and interest on its Loans, amounts due with respect to any
Letters of Credit or Banker's Acceptances (or its participation interests
therein) and any other amounts due
<PAGE>
to it hereunder to Chase to fund Swing Line Loans in the amount of the
participation in Swing Line Loans that such Bank failed to purchase pursuant
to this Section 2.4A(c) until such amount has been purchased (as a result of
such assignment or otherwise). Upon the purchase of a participation interest
in respect of such Swing Line Loan by a Bank pursuant to this Section 2.4A,
the amount so funded shall become a Revolving Credit Loan by the purchasing
Bank hereunder and shall no longer be a Swing Line Loan. On the date that the
Banks are required to purchase participations in Swing Line Loans under this
Section 2.4A, Chase's pro rata share of such Swing Line Loans shall no longer
be a Swing Line Loan hereunder but shall be a Revolving Credit Loan.
(d) Swing Line Note. The Swing Line Loans made by Chase
shall be evidenced by a duly executed promissory note of the Borrower to
Chase in the face amount of the Swing Line Loan Commitment and in
substantially the form of Exhibit 2.4A.
(e) Funding of Swing Line Loans. Upon receipt of a
request for a Swing Line Loan as provided above, Chase will fund such
amount to the Borrower by 2:00 p.m., New York City time, on the date
specified in such request by crediting an account of the Borrower on the
books of Chase.
Section 1.7. Section 2.5 of the Credit Agreement is hereby
amended by deleting the title thereto and substituting the following in its
place: "Minimum Amounts of Loans" and by inserting the following sentence at
the end thereof: "Each Swing Line Loan shall be in a minimum amount of
$500,000 and, if greater in integral multiples of $100,000 in excess thereof."
Section 1.8. Section 2.8 of the Credit Agreement is hereby
amended by inserting a new clause "(c)" at the end thereof which provides as
follows:
"(c) Swing Line Loans, The Borrower shall pay interest
on the outstanding and unpaid principal amount of each
Swing Line Loan made under this Agreement at the fixed
rate per annum agreed to by Chase and the Borrower at
the time such Loan is made. Interest shall be
calculated on the basis of the actual number of days
elapsed divided by a year of (360) days and shall be
paid to Chase for its own account on maturity of such
Swing Line Loan."
Section 1.9. Section 3.3 of the Credit Agreement is hereby
amended by inserting the following sentence at the end thereof: "For purposes
of making calculations under this Section 3.3 only, the unused portion of the
Total Revolving Credit Commitments shall be calculated as if there were no
Swing Line Loans outstanding, regardless of the outstanding principal balance
of Swing Line Loans."
Section 1.10. Section 3.7(a) of the Credit Agreement is
hereby amended by inserting the following phrase at the beginning thereof:
"Except as provided in the last sentence of this Section 3.7(a)," and by
inserting the following sentence at the end thereof: "Notwithstanding the
foregoing, all payments under this Agreement on the Swing Line Note shall be
made in Dollars in immediately available funds to Chase for its own account
not later than 1:00 p.m. New York City time to the office of Chase specified
above."
Section 1.11. Section 11.16 of the Credit Agreement is
hereby amended by deleting the phrase "Except to the extent otherwise provided
in this Agreement" therefrom and substituting the following in its place:
"Except with respect to Swing Line Loans which shall be made by, and shall be
repaid to, Chase for its own account, and except as otherwise provided in this
Agreement."
<PAGE>
ARTICLE 2. SUPPLEMENT TO THE CREDIT AGREEMENT
The Credit Agreement is hereby supplemented as follows:
Section 2.1. Simultaneously with the execution and delivery
of this Amendment, the Borrower shall execute and deliver to Chase a Swing
Line Note in the form annexed hereto as Exhibit 2.4A.
Section 2.2. All references in the Credit Agreement and in
the Facility Documents to the "Agreement" shall be deemed to refer to the
Agreement as amended and supplemented hereby; and unless the context otherwise
requires all references in such documents to the Notes shall be deemed to
include the Swing Line Note.
Section 2.3. The Credit Agreement and the Facility Documents
shall each be deemed amended, to the extent necessary, to give effect to the
provisions of this Amendment.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents and warrants to the
Banks that:
Section 3.1. Each and every of the representations and
warranties set forth in Article 6 of the Credit Agreement is true in all
material respects as of the date hereof with respect to the Borrower and, to
the extent applicable, the Guarantors and each of their Subsidiaries and with
the same effect as though made on the date hereof (except when such
representation or warranty by its terms relates to a specific date other than
the date hereof), and is hereby incorporated herein in full by reference as if
fully restated herein in its entirety. In addition, in order to induce the
Banks to enter into this Amendment, the Borrower hereby covenants, represents
and warrants to the Banks that since December 31, 1996, there has been no
material adverse change in the business, operations, assets or financial or
other condition of the Borrower or of the Borrower, the Guarantors and their
Subsidiaries, taken as a whole.
Section 3.2. No Default or Event of Default, as defined in
the Agreement now exists except as specifically waived hereby.
Section 3.3. The Borrower has the requisite corporate power
and authority to enter into, perform and deliver this Amendment and the Swing
Line Note, and any other documents, instruments, agreements or other writings
to be delivered in connection herewith. This Amendment and the Swing Line
Note, and all documents contemplated hereby or delivered in connection
herewith, have each been duly authorized, executed and delivered and the
transactions contemplated herein have been duly authorized by all necessary
corporate action.
Section 3.4. This Amendment and the Swing Line Note and any
other documents, agreements or instruments now or hereafter executed and
delivered to the Banks by the Borrower in connection herewith constitute (or
shall, when delivered, constitute) valid and legally binding obligations of
Borrower, each of which is and shall be enforceable against Borrower in
accordance with their respective terms except to the extent that such
enforcement may be limited by applicable bankruptcy, insolvency or other
similar laws affecting creditors rights generally or by the effect of general
principles of equity which may limit the enforceability of
<PAGE>
equitable remedies (whether in a proceeding at law or in equity).
Section 3.5. No representation, warranty or statement by the
Borrower contained herein or in any other document to be furnished by the
Borrower in connection herewith contains, or at the time of delivery shall
contain, any untrue statement of material fact, or omits or at the time of
delivery shall omit to state a material fact necessary to make such
representation, warranty or statement not misleading.
Section 3.6. No consent, waiver or approval of any entity is
or will be required in connection with the execution, delivery, performance,
validity or enforcement or priority of this Amendment and the Swing Line Note,
or any other agreements, instruments or documents to be executed and/or
delivered in connection herewith or pursuant hereto.
Section 3.7. Except as previously disclosed to the Banks,
there is no claim, litigation, investigation or proceeding pending or
threatened against or otherwise materially affecting the Borrower's business.
The Borrower's performance of its obligations hereunder and/or the validity or
enforceability of this Amendment and the Swing Line Note are not the subject
of any suit, investigation or proceeding, and the Borrower has no knowledge of
any circumstances indicating that any such suit, investigation or proceeding
is likely or imminent.
ARTICLE 4. CONDITIONS
This Amendment shall become effective only upon
satisfaction of the following conditions precedent:
(a) Chase shall have received each of the following
documents, in form and substance reasonably satisfactory to Chase and its
counsel:
i. this Amendment and the Swing Line Note, duly executed by
the Borrower;
ii. a certificate of the Secretary of the Borrower, dated
the date of this Amendment, attesting to all corporate action taken by such
entity, including resolutions of its Board of Directors authorizing the
execution, delivery and performance of this Amendment, the Swing Line Note and
each other document to be delivered pursuant to this Amendment, together with
a certification that the certificate, articles of incorporation and the
by-laws of the Borrower has not been amended, modified, revoked or rescinded
since the Closing Date;
iii. a certificate of the Secretary of the Borrower dated
the date of this Amendment certifying the names and true signatures of the
officers of such entity authorized to sign this Amendment, the Swing Line Note
and the other documents to be delivered by such entity under this Amendment;
and
iv. such other documents, instruments, approvals, opinions
and evidence as the Banks may reasonably require;
<PAGE>
(b) the Borrower shall have obtained all consents, permits
and approvals (if any) required in connection with the execution, delivery and
performance by the Borrower of its obligations hereunder and such consents,
permits and approvals shall continue in full force and effect; and
(c) all legal matters in connection with this financing
shall be reasonably satisfactory to the Banks and their counsel.
ARTICLE 5. MISCELLANEOUS
Section 5.1. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any party hereto may execute this Amendment by signing any
such counterpart.
Section 5.2. This Amendment shall be governed by, and
interpreted and construed in accordance with, the laws of the State of New
York.
Section 5.3. Except as specifically amended hereby, the
Credit Agreement shall remain in full force and effect in accordance with its
terms.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.
HENRY SCHEIN, INC.
By:
---------------------------
Name: Steven Paladino
Title: Senior Vice President and
Chief Financial Officer
THE CHASE MANHATTAN BANK, as
Agent and a Bank
By:
---------------------------
Name: Emelia K. Teige
Title: Vice President
FLEET BANK, NATIONAL ASSOCIATION
By:
---------------------------
Name:
Title:
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By:
---------------------------
Name:
Title:
By:
---------------------------
Name:
Title:
EUROPEAN AMERICAN BANK
By:
---------------------------
Name:
Title:
<PAGE>
EXHIBIT 2.4A
FORM OF
SWING LINE LOAN NOTE
$15,000,000 November 10, 1997
FOR VALUE RECEIVED, HENRY SCHEIN, INC., a Delaware corporation
(the "Borrower"), hereby promises to pay to the order of THE CHASE
MANHATTAN BANK (the "Lender") at the office of the Lender (or at such
other place or places as the holder of this Swing Line Loan Note may
designate) as set forth in that certain Revolving Credit Agreement dated
as of January 31, 1997 (as the same may be amended, modified, extended or
restated from time to time, the "Agreement") among the Borrower and the
Lender, FLEET BANK, NATIONAL ASSOCIATION, CENTRALE RAIFFEISEN-BOERENLEEN
BANK B.A. "RABOBANK NEDERLAND" and EUROPEAN AMERICAN BANK and the Lender
as Agent for the Banks, $20,000,000 or such lesser amount as shall equal
the aggregate principal amount of all Swing Line Loans made by the Lender
(and not otherwise repaid), pursuant to Section 2.4A of the Agreement, in
lawful money and in immediately available funds, on the dates and in the
principal amounts provided in the Agreement, and to pay interest on the
unpaid principal amount of each Swing Line Loan made by the Lender at
such office, in like money and funds, for the period commencing on the
date of each Swing Line Loan until each Swing Line Loan shall be paid in
full, at the rates per annum and on the dates provided in the Agreement.
This Note is the Swing Line Loan Note referred to in the
Agreement and evidences Swing Line Loans made by the Lender thereunder.
The Lender shall be entitled to the benefits of the Agreement.
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed thereto in the Agreement and the terms and conditions
of the Agreement are expressly incorporated herein and made a part
hereof.
The Agreement provides for the acceleration of the maturity of
the Swing Line Loans evidenced by this Swing Line Loan Note upon the
occurrence of certain events (and for payment of collection costs in
connection therewith) and for prepayments of Swing Line Loans upon the
terms and conditions specified therein. In the event this Swing Line Loan
Note is not paid when due at any stated or accelerated maturity, the
Borrower agrees to pay, in addition to the principal and interest, all
costs of collection, including reasonable attorney fees.
The date, amount and interest rate of each Swing Line Loan made
by the Lender to the Borrower, and each payment made on account of the
principal thereof, shall be recorded by the Lender on its books; provided
that the failure of the Lender to make any such recordation shall not
affect the obligations of the Borrower to make a payment when due of any
amount owing hereunder or under this Swing Line Loan Note in respect to
the Swing Line Loans to be evidenced by this Swing Line Loan Note, and
each such recordation shall be prima facie evidence
<PAGE>
of the obligations owing under this Swing Line Loan Note absent manifest
error.
THIS SWING LINE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the Borrower has caused this Note to be
executed by its duly authorized officer as of the date first above
written.
HENRY SCHEIN, INC.
By:
---------------------------------
Name:
Title:
<PAGE>
AMENDMENT No. 4 TO REVOLVING CREDIT AGREEMENT, dated as of
December 10, 1997, among HENRY SCHEIN, INC., a corporation organized under the
laws of the State of Delaware (the "Borrower"), and THE CHASE MANHATTAN BANK,
a New York banking corporation ("Chase"), FLEET BANK, NATIONAL ASSOCIATION, a
national banking association organized under the laws of the United States of
America "("Fleet"), COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND", New York Branch, a cooperative banking organization
organized under the laws of The Netherlands ("Rabobank Nederland"), and
EUROPEAN AMERICAN BANK, a New York banking corporation ("EAB"; collectively
with Chase, Fleet and Rabobank Nederland, the "Banks"), and Chase, as Agent
for the Banks.
RECITALS:
A. The parties hereto entered into that Revolving Credit Agreement,
dated as of January 31, 1997 (such agreement as it has been amended
through the date hereof, the "Credit Agreement").
B. The parties hereto desire to amend the Credit Agreement on the terms
and conditions hereinafter set forth.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1. AMENDMENTS TO REVOLVING CREDIT AGREEMENT.
This Amendment shall be deemed to be an amendment to the Credit
Agreement and shall not be construed in any way as a replacement or
substitution therefor. All of the terms and provisions of this Agreement are
hereby incorporated by reference into the Credit Agreement as if such terms
were set forth in full therein.
Section 1.1. The last sentence of Section 9.1 of the Credit Agreement
is hereby amended and restated to provide in its entirety as follows: "For
purposes of calculating compliance with this covenant, Consolidated Net Worth
and Net Income shall each be adjusted to add back non-recurring merger and
acquisition costs; provided, that the cumulative adjustment made pursuant to
this Section 9.1 during the term of this Agreement shall not exceed
$65,000,000."
Section 1.2. The last sentence of Section 9.3 of the Credit Agreement
is hereby amended and restated to provide in its entirety as follows: "For
purposes of calculating compliance with this covenant, Consolidated Net Profit
shall be adjusted to add back non-recurring merger and acquisition costs;
provided, that the cumulative adjustment made pursuant to this Section 9.3
during the term of this Agreement shall not exceed $65,000,000."
Section 1.3. The last sentence of Section 9.4 of the
<PAGE>
Credit Agreement is hereby amended and restated to provided in its entirety as
follows: "For purposes of calculating compliance with this covenant,
Consolidated Operating Income shall be adjusted to add back non-recurring
merger and acquisition costs; provided, that the cumulative adjustment made
pursuant to this Section 9.4 during the term of this Agreement shall not
exceed $65,000,000."
Section 1.4. The last sentence of Section 9.5 of the Credit Agreement
is hereby amended and restated to provide in its entirety as follows: "For
purposes of calculating compliance with this covenant, Consolidated EBITDA
shall be adjusted to add back non-recurring merger and acquisition costs;
provided, that the cumulative adjustment made pursuant to this Section 9.5
during the term of this Agreement shall not exceed $65,000,000."
ARTICLE 2. REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents and warrants to the Banks that:
Section 2.1. Each and every of the representations and warranties set
forth in Article 6 of the Credit Agreement is true in all material respects as
of the date hereof with respect to the Borrower and, to the extent applicable,
the Guarantors and each of their Subsidiaries and with the same effect as
though made on the date hereof (except when such representation or warranty by
its terms relates to a specific date other than the date hereof), and is
hereby incorporated herein in full by reference as if fully restated herein in
its entirety. In addition, in order to induce the Banks to enter into this
Amendment, the Borrower hereby covenants, represents and warrants to the Banks
that since December 31, 1996, there has been no material adverse change in the
business, operations, assets or financial or other condition of the Borrower
or of the Borrower, the Guarantors and their Subsidiaries, taken as a whole.
Section 2.2. No Default or Event of Default, as defined in the
Agreement now exists except as specifically waived hereby.
Section 2.3. The Borrower has the requisite corporate power and
authority to enter into, perform and deliver this Amendment, and any other
documents, instruments, agreements or other writings to be delivered in
connection herewith. This Amendment, and all documents contemplated hereby or
delivered in connection herewith, have each been duly authorized, executed and
delivered and the transactions contemplated herein have been duly authorized
by all necessary corporate action.
Section 2.4. This Amendment and any other documents, agreements or
instruments now or hereafter executed and delivered to the Banks by the
Borrower in connection herewith constitute (or shall, when delivered,
constitute) valid and legally binding obligations of Borrower, each of which
is and shall be enforceable against Borrower in accordance with their
respective terms except to
2
<PAGE>
the extent that such enforcement may be limited by applicable bankruptcy,
insolvency or other similar laws affecting creditors rights generally or by
the effect of general principles of equity which may limit the enforceability
of equitable remedies (whether in a proceeding at law or in equity).
Section 2.5. No representation, warranty or statement by the Borrower
contained herein or in any other document to be furnished by the Borrower in
connection herewith contains, or at the time of delivery shall contain, any
untrue statement of material fact, or omits or at the time of delivery shall
omit to state a material fact necessary to make such representation, warranty
or statement not misleading.
Section 2.6. No consent, waiver or approval of any entity is or will
be required in connection with the execution, delivery, performance, validity
or enforcement or priority of this Amendment or any other agreements,
instruments or documents to be executed and/or delivered in connection
herewith or pursuant hereto.
Section 2.7. Except as previously disclosed to the Banks, there is no
claim, litigation, investigation or proceeding pending or threatened against
or otherwise materially affecting the Borrower's business. The Borrower's
performance of its obligations hereunder and/or the validity or enforceability
of this Amendment are not the subject of any suit, investigation or
proceeding, and the Borrower has no knowledge of any circumstances indicating
that any such suit, investigation or proceeding is likely or imminent.
ARTICLE 3. MISCELLANEOUS
Section 3.1. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any party hereto may execute this Amendment by signing any
such counterpart.
Section 3.2. This Amendment shall be governed by, and interpreted and
construed in accordance with, the laws of the State of New York.
Section 3.3. Except as specifically amended hereby, the Credit
Agreement shall remain in full force and effect in accordance with its terms.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.
HENRY SCHEIN, INC.
By:
----------------------------
3
<PAGE>
Name:
Title:
THE CHASE MANHATTAN BANK, as
Agent and a Bank
By:
----------------------------
Name: Emelia K. Teige
Title: Vice President
FLEET BANK, NATIONAL ASSOCIATION
By:
----------------------------
Name:
Title:
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By:
----------------------------
Name:
Title:
By:
----------------------------
Name:
Title:
EUROPEAN AMERICAN BANK
By:
----------------------------
Name:
Title:
4
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
consolidated financial statements and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-26-1998
<PERIOD-START> DEC-28-1997
<PERIOD-END> MAR-28-1998
<CASH> 12,244
<SECURITIES> 0
<RECEIVABLES> 258,136
<ALLOWANCES> (7,491)
<INVENTORY> 220,065
<CURRENT-ASSETS> 544,802
<PP&E> 118,275
<DEPRECIATION> (59,974)
<TOTAL-ASSETS> 759,081
<CURRENT-LIABILITIES> 204,820
<BONDS> 131,800
0
0
<COMMON> 354
<OTHER-SE> 421,967
<TOTAL-LIABILITY-AND-EQUITY> 759,081
<SALES> 403,032
<TOTAL-REVENUES> 403,032
<CGS> 281,541
<TOTAL-COSTS> 281,541
<OTHER-EXPENSES> 111,089
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,157
<INCOME-PRETAX> 10,037
<INCOME-TAX> 4,253
<INCOME-CONTINUING> 5,964
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,964
<EPS-PRIMARY> 0.17
<EPS-DILUTED> 0.16
</TABLE>
