SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
For the fiscal year ended December 31, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from to .
Commission file number 0-16211
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
DENTSPLY International Inc. 401(k) Savings Plan
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
DENTSPLY International Inc. 570 West College Avenue, York,
Pennsylvania 17405
REQUIRED INFORMATION
1. Financial Statements:
The following financial information, including the Independent
Accountant's Report thereon of the DENTSPLY International Inc. 401(k) Savings
Plan are submitted herewith:
Statement of Net Assets Available for Plan Benefits as of December 31,
2000 and 1999.
Statement of Changes in Net Assets Available for Plan Benefits for the
Years Ended December 31, 2000 and 1999.
Supplemental Schedule of Assets Held for Investment Purposes
as of December 31, 2000.
2. Exhibit:
The following exhibit is submitted herewith:
Exhibit (A) - Consent of PricewaterhouseCoopers LLP-
Independent Accountants
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
DENTSPLY International Inc.
401(k) Savings Plan
Date: June 29, 2001 /s/ John C. Miles II
John C. Miles, II
Chairman, Chief Executive Officer
and Member of the DENTSPLY
International Inc. 401(k) Savings
Plan Committee
2
DENTSPLY International Inc.
401(k) Savings Plan
Financial Statements and Additional Information
December 31, 2000 and 1999
3
DENTSPLY International Inc. 401(k) Savings Plan
Index to Financial Statements and Additional Information
December 31, 2000 and 1999
Page(s)
Financial Statements:
Report of Independent Accountants 5
Statements of Net Assets Available for Benefits 6
Statements of Changes in Net Assets Available for Benefits 7
Notes to Financial Statements 8 - 12
Additional Information:*
Schedule I - Schedule of Assets Held for Investment
Purposes at End of Year 13
* Other schedules required by Section 2520.103-10 of the Department of Labor
Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
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Report of Independent Accountants
To the Participants and Administrator of
DENTSPLY International Inc. 401(k)
Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the DENTSPLY International Inc. 401(k) Savings Plan (the "Plan") at December
31, 2000 and 1999, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility
of the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
PricewaterhouseCoopers LLP
Philadelphia, PA
June 26, 2001
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DENTSPLY International Inc. 401(k) Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2000 and 1999
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2000 1999
Assets:
Cash and cash equivalents $ 40,000 $ 767
Investments, at fair value
Shares of registered investment companies:
Fidelity Magellan Fund 8,405,800 8,814,269
Fidelity Growth Company Fund 8,852,930
Fidelity Balanced Fund 1,148,961
Fidelity Puritan Fund 1,882,204
Vanguard U.S. Growth Fund 5,135,610
Vanguard Index 500 Fund 8,514,651
Vanguard Windsor II Fund 3,019,141
Vanguard Wellington Fund 1,032,793
Schwab Institutional Advantage Money Fund 2,931,912
Vanguard Short-term Corporate Bond Fund 1,321,587
Vanguard Long-term Corporate Bond Fund 23,561
Vanguard Index Trust Small Cap Fund 182,812
TRP New Horizons Fund 831,783
TRP Equity Income Fund 3,201,697
TRP Summit Cash Reserves 3,081,711
TRP Balanced Fund 3,941,221
TRP Spectrum Income Fund 1,449,008
TRP Blue Chip Growth Fund 14,889,088
TRP Personal Strategy Income Fund 830
TRP Personal Strategy Balanced Fund 580
TRP Personal Strategy Growth Fund 869
TRP Extended Equity Market Index 53,344
TRP International Stock Fund 9,077
TRP Science & Technology Fund 247,536
Shares of common trusts:
TRP Equity Index Trust 7,815,029
DENTSPLY International Inc. Stock Fund 3,418,093 2,095,061
Participant loans 1,085,178 765,979
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Total investments 48,430,844 45,721,471
Receivables
Employee contribution receivable 223,035 638,358
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Total receivables 223,035 638,358
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Net assets available for benefits $ 48,693,879 $ 46,360,596
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The accompanying notes are an integral part of these financial statements.
6
DENTSPLY International Inc. 401(k) Savings Plan
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2000 and 1999
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2000 1999
Additions:
Investment income:
Net (depreciation) appreciation in fair value of investments $(2,045,784) $ 5,127,088
Interest and dividends 2,218,590 2,747,571
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172,806 7,874,659
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Contributions:
Participant 5,959,064 5,614,481
Participant rollovers 625,086 866,977
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6,584,150 6,481,458
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Total additions 6,756,956 14,356,117
Deductions:
Payment of benefits 4,423,673 3,629,036
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Net increase 2,333,283 10,727,081
Net assets available for benefits:
Beginning of year 46,360,596 35,633,515
---------- ----------
End of year $ 48,693,879 $ 46,360,596
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The accompanying notes are an integral part of these financial statements.
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DENTSPLY International Inc. 401(k) Savings Plan
Notes to Financial Statements
December 31, 2000 and 1999
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1. Description of the Plan
The following description of the DENTSPLY International Inc. 401(k) Savings
Plan (the "Plan") provides only general information. Participants should
refer to the Plan agreement for a more complete description of the Plan's
provisions.
General
The Plan is a defined contribution plan covering all full-time employees of
DENTSPLY International Inc. (the "Company") and its wholly-owned subsidiaries
in the United States who are employed in or on temporary assignment outside
the United States. Employees are eligible to participate in the Plan during
open enrollment periods occurring on January 1, April 1, July 1 and October 1
of each year. A summary plan description containing specific Plan provisions
has been made available to all participants of the Plan.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
Plan Administration
The Plan is administered by the 401(k) Savings Plan Committee (the
"Committee"). At December 31, 2000 and for a portion of the year then ended,
T. Rowe Price Trust Company ("TRP") was the trustee (the "Trustee") and
custodian of the Plan's assets. During 1999 and a portion of 2000, the
Charles Schwab Trust Company ("Schwab") was the trustee and custodian of the
Plan's assets. The Committee and Trustee of the Plan are appointed by the
Board of Directors of the Company. At December 31, 2000 and a portion of the
year then ended, T. Rowe Price Trust Company was the recordkeeper of the
Plan. During 1999 and a portion of 2000, Manchester Benefits Group was the
recordkeeper of the Plan.
Officers or employees of the Company perform certain administrative
functions. No such officers or employees receive compensation from the Plan.
Contributions
Each year, participants may contribute up to 15 percent of their pre-tax
annual compensation, as defined by the Plan, in multiples of one percent
except for certain highly compensated participants who are subject to
limitations. Participants may also contribute amounts representing rollovers
from other qualified defined benefit or contribution plans. The Company does
not make matching contributions to the Plan.
Participant Accounts
Each participant's account is credited with the participant's contribution
and an allocation of Plan earnings and charged with an allocation of
administrative expenses, if any. Allocations are based on participant
earnings or account balances, as defined. The benefit to which a participant
is entitled is the benefit that can be provided from the participant's vested
account.
Vesting
Participants are immediately vested in their contributions and earnings
thereon.
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Investment Options
Upon enrollment in the Plan, a participant may direct employee contributions
in one-percent increments in any of sixteen investment options. The following
investment options were available to Plan participants at December 31, 2000:
Fidelity Magellan Fund- Funds are invested in shares of Fidelity Magellan
Fund, a registered investment company managed by Fidelity Investments
("Fidelity") that invests mainly in common stocks seeking long-term
growth.
TRP Balanced Fund - The TRP Balanced Fund seeks long-term capital
appreciation, current income and preservation of capital with moderate
fluctuation in share prices. It invests in a diversified portfolio of
approximately 60% in common stocks and 40% in fixed income securities and
cash reserves.
TRP Blue Chip Growth Fund - The TRP Blue Chip Growth Fund seeks long-term
growth of capital through investing primarily in common stocks of
well-established companies with the potential for above-average growth in
earnings. Current income is a secondary objective.
TRP Equity Income Fund - The TRP Equity Income Fund seeks substantial
dividend income, as well as long-term capital appreciation by investing
primarily in dividend paying common stocks of established companies. In
selecting such stocks, the fund emphasizes companies that appear to be
temporarily undervalued by various measures, such as price/earnings
ratios.
TRP Equity Index Trust - The TRP Equity Index Trust seeks to replicate as
closely as possible the total return performance of the Standard & Poor's
500 Composite Index ("S&P 500"). The TRP Equity Index Trust invests in
substantially all 500 stocks comprising the S&P 500 in proportion to their
respective weighting in the index to the extent practical.
TRP Extended Equity Market Index Fund - The TRP Extended Equity Market
Index Fund seeks to match the performance of the U.S. equity market, as
represented by the Wilshire 4500 Equity index. This index comprises more
than 6,500 actively traded stocks, mostly small and mid cap issues, that
are not part of the S&P Index.
TRP International Stock Fund - The TRP International Stock fund seeks
long-term growth of capital by investing primarily in common stocks of
established, non-U.S. companies.
TRP New Horizons Fund - The TRP New Horizons Fund seeks long-term growth
of capital through investment primarily in common stocks of small, rapidly
growing companies.
TRP Personal Strategy Balanced Fund - The TRP Personal Strategy Balance
Fund emphasizes investments in stocks with higher capital appreciation
potential but retains a significant income component to temper volatility.
TRP Personal Strategy Growth Fund - The TRP Personal Strategy Growth Fund,
with the greatest exposure to stocks, is designed for more aggressive
investors who can withstand the market's inevitable setbacks to seek its
potential long-term rewards.
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TRP Personal Strategy Income Fund - The TRP Personal Strategy Income fund
is designed for more conservative investors who value the reduced
volatility provided by substantial investments in income-producing
securities but also seek some capital growth.
TRP Science & Technology Fund - The TRP Science and Technology Fund seeks
long-term growth of capital through investment primarily in common stocks
of companies which are expected to benefit from the development,
advancement and use of science and technology.
TRP Spectrum Income Fund - The TRP Spectrum Income Fund seeks a high level
of current income consistent with moderate price fluctuations by investing
in a diversified group of up to nine T. Rowe Price mutual funds. Six of
these funds invest principally in U.S. fixed income securities, two in
foreign bonds and one in common stocks of established, dividend paying
companies.
TRP Summit Cash Reserves - The TRP Summit Cash Reserves seek preservation
of capital and liquidity, and consistent with these objectives, the
highest possible current income. The fund invests in U.S.
dollar-denominated money market securities issued in the U.S. and abroad.
DENTSPLY International Inc. Stock Fund - Invests exclusively in Common
Stock of DENTSPLY International Inc.
The following investment options were available to Plan participants during
1999 and a portion of 2000:
Fidelity Growth Company Fund
Fidelity Balanced Fund
Fidelity Puritan Fund
Vanguard U.S. Growth Fund
Vanguard Index 500 Fund
Vanguard Windsor II Fund
Vanguard Wellington Fund
Schwab Institutional Advantage Money Fund
Vanguard Short-Term Corporate Bond Fund
Vanguard Long-Term Corporate Bond Fund
Vanguard Index Trust Small Cap Fund
Participants may change their investment options or transfer existing account
balances to other investment options daily.
Participant Loans
Participants may borrow from their accounts to the lesser of $50,000 or 50
percent of their vested account balance. Participants are charged a $50 fee
for loans, which is paid directly from their account. Loan terms may not
exceed 5 years; however, terms may exceed 5 years for the purchase of a
primary residence. The loans bear interest at a rate commensurate with local
prevailing rates as determined by the Plan administrator. Principal and
interest are paid ratably through payroll deductions.
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Payment of Benefits
Participants are entitled to receive a distribution equal to their vested
account balances upon death, retirement, termination, or permanent
disability. Participants may elect to receive benefits in either a lump-sum
payment, periodic installments limited in duration by the provisions of the
Plan, or by the purchase and delivery of a life annuity or qualified joint
and survivor annuity contract. Assets may be withdrawn by participants in the
case of personal financial hardship upon approval of the plan administrator.
2. Significant Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis
of accounting.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices which represent the
net asset value of shares held by the Plan at year-end. Common stock is
valued at its quoted market price. Participant loans are valued at cost which
approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
Payment of Benefits Benefits are recorded when paid.
Plan Expenses
Expenses incurred in connection with the administration of the Plan are paid
by the Company or the Plan.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of additions
and deductions during the reporting period. Actual results could differ from
those estimates.
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3. Investments
During 2000 and 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) (depreciated)
appreciated in value as follows:
2000 1999
Registered investment companies $(3,208,789) $5,267,120
Common stock 1,163,005 (140,032)
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$(2,045,784) $5,127,088
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4. Related Party Transactions
During a portion of 2000 and all of the 1999 plan year, certain Plan
investments were shares of a registered investment company managed by Schwab.
At December 31, 2000 and a portion of the year then ended, certain Plan
investments were shares of a registered investment company managed by T. Rowe
Price Trust Company. The transactions in this fund are party-in-interest
transactions exempt from prohibited transaction rules.
5. Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA.
6. Tax Status
The Internal Revenue Service has determined and informed the Company by a
letter dated March 25, 1994, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code ("IRC"). The
Plan has been amended since receiving the determination letter. However, the
Plan administrator believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
12
Additional Information
DENTSPLY International Inc. 401(k) Savings Plan Schedule I
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 2000
- -------------------------------------------------------------------------------
Form 5500, Schedule H, Part IV, Line I
Current
Identity of Issue Investment Type Value
Fidelity Magellan Fund Registered Investment Company $ 8,405,800
TRP Equity Index Trust* Common Trust 7,815,029
TRP New Horizons Fund* Registered Investment Company 831,783
TRP Equity Income Fund* Registered Investment Company 3,201,697
TRP Summit Cash Reserves* Registered Investment Company 3,081,711
TRP Balanced Fund* Registered Investment Company 3,941,221
TRP Spectrum Income Fund* Registered Investment Company 1,449,008
TRP Blue Chip Growth Fund* Registered Investment Company 14,889,088
TRP Personal Strategy Income Fund* Registered Investment Company 830
TRP Personal Strategy Balanced Fund* Registered Investment Company 580
TRP Personal Strategy Growth Fund* Registered Investment Company 869
TRP Extended Equity Market Index Fund* Registered Investment Company 53,344
TRP International Stock Fund* Registered Investment Company 9,077
TRP Science & Technology Fund* Registered Investment Company 247,536
DENTSPLY International Inc. Stock Fund* Common Stock 3,418,093
DENTSPLY International Inc. 401(k) Savings Plan* Participant loans, interest rates ranging
from 8.25% to 10.5% maturing between
1/1/2001 and 12/20/2010 1,085,178
-----------------
$ 48,430,844
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* Party-in-interest
13
Exhibit (A)
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-89786) of DENTSPLY International Inc. of our
report dated June 26, 2001 relating to the financial statements of the DENTSPLY
International Inc. 401(k) Savings Plan, which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Philadelphia, PA
June 29, 2001
14