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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 2, 2001
(Date of earliest event reported)
DENTSPLY INTERNATIONAL INC
(Exact name of Company as specified in charter)
Delaware 0-16211 39-1434669
(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
570 West College Avenue, York, Pennsylvania 17405
(Address of principal executive offices) (Zip Code)
(717) 845-7511
(Company's telephone number including area code)
Page 1 of 5
Exhibit Index on Page 5
Item 2. - Acquisition or Disposition of Assets
On October 2, 2001, DENTSPLY International Inc., a Delaware corporation
(the "Company"), through its subsidiaries Dentsply Hanau GmbH & Co. KG,
Dentsply Research & Development Corporation and Dentsply EU S.a.r.l.
(collectively the "Purchasers"), consummated the acquisition (the "Purchase")
of the dental business of Degussa A.G. ("Degussa Dental"),pursuant to a Sale
and Purchase Agreement dated May 28/29, 2001 between the Purchasers, Degussa
AG (the "Seller") and the Company as guarantor. Degussa Dental manufactures
and sells dental products, including precious metal alloys, ceramics and
dental laboratory equipment, and chairside products.
The preliminary purchase price for Degussa Dental was 548 million Euros or
$504 million, which was paid at closing. The preliminary purchase price is
subject to increase or decrease, based on certain working capital levels of
Degussa Dental as of October 1, 2001. Any increase in the purchase price
will be paid, and any decrease will be refunded, after the closing financial
statements of Degussa Dental have been finalized. Dentsply expects that the
final purchase price, including the assumed debt of Degussa Dental, will be
approximately 576 million Euros or $530 million.
The funds used to pay the Purchase Price were obtained from the proceeds of
(i) a temporary short-term loan ("bridge financing") provided by Credit
Suisse First Boston, (ii) a private placement of notes pursuant to the
Company's agreement with the Prudential Insurance Company and (iii) the
Company's revolving credit facility syndicated by ABN AMRO
Bank. The Company intends to replace the bridge financing and the bank
revolving credit facility debt with the proceeds of a Eurobond
offering of 500 million Euros, which is currently planned for November, and
to engage in a sale/leaseback of precious metals of the Degussa business in
an amount of approximately $100 million. The Eurobond offering will be
conducted in accordance with Regulation S under the Securities Act of 1933,
as amended.
The acquisition of Degussa Dental is subject to certain risks, including,
without limitation, the difficulty of successfully combining the operations
of Degussa Dental with those of Dentsply in a timely manner, the ability to
continue to generate sufficient cash flow to pay down the additional debt as
planned, the potential loss of key employees as a result of uncertainty
caused by the acquisition, the failure to achieve the costs savings, revenue
growth or synergies expected to be realized as a result of the acquisition,
the significant increase in Dentsply's debt-to-capitalization ratio as a
result of the acquisition and the diversion of resources to debt service
rather than for investment in Dentsply's existing businesses.
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Item 7. Financial Statements and Exhibits
(a)Financial Statements of Businesses Acquired. It is impracticable for
the Company to provide the financial statements of Degussa Dental required
by this Item 7(a) at the time of filing of this report on Form 8-K, and
none of such financial statements are available at such time. Accordingly,
in accordance with Item 7(a)(4) of Form 8-K, the Company will file the
required financial statements of Degussa Dental in an amendment to this
report on Form 8-K as soon as is practicable, but not later than 60 days
after October 17, 2001.
(b)Pro Forma Financial Information. It is impracticable for the Company to
provide the pro forma financial information relative to Degussa Dental
required by this Item 7(b) at the time of filing of this report on Form
8-K, and none of such pro forma financial information is available at such
time. Accordingly, in accordance with Item 7(b)(2) of Form 8-K, the Company
will file the required pro forma financial information relative to Degussa
Dental in an amendment to this report on Form 8-K as soon as is
practicable, but not later than 60 days after October 17, 2001
(c)Exhibits:
2.1 Degussa Dental Group Sale and Purchase Agreement, dated May 28/29, 2001
between Degussa AG (Seller) and Dentsply Hanau GmbH & Co. KG, Dentsply
Research & Development Corporation and Dentsply EU S.a.r.l. (Purchasers
and subsidiaries of the Company) (hereby incorporated by reference to
Exhibit 10.1 included in the Company's second quarter 2001 Form 10-Q
filed August 14, 2001.
2.2 Series A and Series B Note Purchase Agreement dated March 1, 2001
between the Company and Prudential Insurance Company of America
(incorporated by reference to Exhibit 4.3 included in the Company's
Form 10-K for the year ended December 31, 2000 filed March 20, 2000).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DENTSPLY INTERNATIONAL INC
(Company)
/s/William R. Jellison
William R. Jellison
Senior Vice President,
Chief Financial Officer
Date: October 17, 2001
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EXHIBIT INDEX
Sequential
Number Description Page No.
2.1 Degussa Dental Group Sale and Purchase Agreement, dated
May 28/29, 2001 between Degussa AG (Seller) and Dentsply
Hanau GmbH & Co. KG, Dentsply Research & Development
Corporation and Dentsply EU S.a.r.l. (Purchasers and
subsidiaries of the Company) is hereby incorporated by
reference to Exhibit 10.1 included in the Company's 2001
second quarter Form 10-Q filed August 14, 2001. N/A
2.2 Series A and Series B Note Purchase Agreement dated March 1,
2001 between the Company and Prudential Insurance Company
of America (incorporated by reference to Exhibit 4.3
included in the Company's Form 10-K for the year ended
December 31, 2000 filed March 20, 2000). N/A
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