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
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EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2001
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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
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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, 2001 and 2000.
Statement of Changes in Net Assets
Available for Plan Benefits for the Years
Ended December 31, 2001 and 2000.
Supplemental Schedule of Assets (Held at End of Year)
as of December 31, 2001.
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 27, 2002 \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
DENTSPLY International Inc. 401(k) Savings Plan
Financial Statements and Additional Information
December 31, 2001 and 2000
DENTSPLY International Inc. 401(k) Savings Plan
Index to Financial Statements and Additional Information
December 31, 2001 and 2000
Page(s)
Financial Statements:
Report of Independent Accountants 1
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4 - 8
Additional Information:*
Schedule I - Schedule of Assets (Held at End of Year) 9
* 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.
Report of Independent Accountants
To the Participants and Administrator of the
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, 2001 and 2000, 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 audit 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 at end of year)
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, 2002
1
DENTSPLY International Inc. 401(k) Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2001 and 2000
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2001 2000
Assets:
Cash and cash equivalents $ -- $ 40,000
Investments, at fair value
Shares of registered investment companies:
Fidelity Magellan Fund 7,641,483 8,405,800
TRP New Horizons Fund 1,099,877 831,783
TRP Equity Income Fund 3,631,469 3,201,697
TRP Summit Cash Reserves 3,961,023 3,081,711
TRP Balanced Fund 3,748,221 3,941,221
TRP Spectrum Income Fund 1,613,838 1,449,008
TRP Blue Chip Growth Fund 13,235,094 14,889,088
TRP Personal Strategy Income Fund 91,952 830
TRP Personal Strategy Balanced Fund 63,184 580
TRP Personal Strategy Growth Fund 143,714 869
TRP Extended Equity Market Index 207,370 53,344
TRP International Stock Fund 105,412 9,077
TRP Science & Technology Fund 687,194 247,536
Shares of Common Trusts:
TRP Equity Index Trust 6,972,935 7,815,029
DENTSPLY International Inc. Stock Fund 5,099,676 3,418,093
Participant loans 1,188,580 1,085,178
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Total investments 49,491,022 48,430,844
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Receivables
Employee contribution receivable 222,699 223,035
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Total receivables 222,699 223,035
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Net assets available for benefits $49,713,721 $48,693,879
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The accompanying notes are an integral part of these financial statements.
2
DENTSPLY International Inc. 401(k) Savings Plan
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2001 and 2000
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2001 2000
Additions:
Investment income:
Net depreciation in fair value of investment $(3,729,340) $(2,045,784)
Interest and dividends 788,936 2,218,590
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(2,940,404) 172,806
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Contributions:
Participant 6,876,686 5,959,064
Participant rollovers 647,302 625,086
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7,523,988 6,584,150
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Asset transfer from Friadent North Amercia Inc.
Retirement Savings Plan 320,376 --
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Total additions 4,903,960 6,756,956
Deductions:
Payment of benefits 3,884,118 4,423,673
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Net increase 1,019,842 2,333,283
Net assets available for benefits:
Beginning of year 48,693,879 46,360,596
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End of year $49,713,721 $48,693,879
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The accompanying notes are an integral part of these financial statements.
3
DENTSPLY International Inc. 401(k) Savings Plan
Notes to Financial Statements
December 31, 2001 and 2000
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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 upon hire date. 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, 2001 and 2000, T. Rowe Price Trust Company
("TRP") was the trustee (the "Trustee") and custodian of the Plan's
assets. During 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, 2001 and 2000, T. Rowe Price Trust Company
was the recordkeeper of the Plan. During 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.
4
Vesting
Participants are immediately vested in their contributions and earnings
thereon.
Investment Options
Upon enrollment in the Plan, a participant may direct employee
contributions in one-percent increments in any of fifteen investment
options. The following investment options were available to Plan
participants at December 31, 2001 and 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 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 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 Summit Cash Reserves - The TRP Summit Cash Reserve 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.
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 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 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 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.
5
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.
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 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 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.
DENTSPLY International Inc. Stock Fund - Invests exclusively in Common
Stock of DENTSPLY International Inc.
The following investment options were available to Plan participants during
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.
6
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.
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/collective
funds are valued at net unit value as determined by the Trustee. 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.
7
3. Investments
During 2001 and 2000, 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:
2001 2000
Registered investment companies $(3,862,838) $(2,630,554)
Common trust (923,690) (578,235)
Common stock 1,057,188 1,163,005
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$(3,729,340) $(2,045,784)
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4. Related Party Transactions
During 2001 and a portion of 2000, certain Plan investments were shares of
registered investment companies and a common trust managed by T. Rowe Price
Trust Company. During a portion of 2000, certain Plan investments were
shares of a registered investment company managed by Schwab. In addition,
the Plan offers an investment in the DENTSPLY International, Inc. Stock
Fund. The transactions in these investments are party-in-interest
transactions which are exempt from prohibited transaction rules of ERISA.
5. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to terminate the Plan at any time, subject to the
provisions of ERISA.
6. Plan Merger
As a result of a business acquisition made by the Company during 2001, the
Friadent North America, Inc. Retirement Savings Plan, with net assets of
$320,376 was merged with and into the Plan in 2001.
7. Tax Status
The Internal Revenue Service has determined and informed the Company by a
letter dated May 23, 2002, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code.
8
Additional Information
DENTSPLY International Inc. 401(k) Savings Plan Schedule I
Schedule of Assets (Held at End of Year)
December 31, 2001
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Form 5500, Schedule H, Part IV, Line I
Current
Identity of Issue Investment Type Value
Fidelity Magellan Fund Registered Investment Company $7,641,483
TRP New Horizons Fund* Registered Investment Company 1,099,877
TRP Equity Income Fund* Registered Investment Company 3,631,469
TRP Summit Cash Reserves* Registered Investment Company 3,961,023
TRP Balanced Fund* Registered Investment Company 3,748,221
TRP Spectrum Income Fund* Registered Investment Company 1,613,838
TRP Blue Chip Growth Fund* Registered Investment Company 13,235,094
TRP Personal Strategy Income Fund* Registered Investment Company 91,952
TRP Personal Strategy Balanced Fund* Registered Investment Company 63,184
TRP Personal Strategy Growth Fund* Registered Investment Company 143,714
TRP Extended Equity Market Index Fund* Registered Investment Company 207,370
TRP International Stock Fund* Registered Investment Company 105,412
TRP Science & Technology Fund* Registered Investment Company 687,194
TRP Equity Index Trust* Common Trust 6,972,935
DENTSPLY International Inc. Stock Fund* Common Stock 5,099,676
DENTSPLY International Inc. 401(k) Savings Plan* Participant loans, interest rates ranging
from 6.0% to 10.5% maturing between
1/1/2002 and 6/27/2015 1,188,580
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$49,491,022
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* Party-in-interest
9
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, 2002 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 27, 2002