SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------
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, 1999
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 Independent Accountants'
Reports 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,
1999 and 1998.
Statement of Changes in Net Assets Available for Plan Benefits for the
Years Ended December 31, 1999 and 1998.
Supplemental Schedule of Assets Held for Investment Purposes as of
December 31, 1999.
2. Exhibit:
The following exhibit is submitted herewith:
Exhibit (A) - Consent of PricewaterhouseCoopers LLP- Independent
Accountants
Exhibit (B) - Consent of KPMG 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 28, 2000 /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, 1999 and 1998
3
DENTSPLY International Inc. 401(k) Savings Plan
Index to Financial Statements and Additional Information
December 31, 1999 and 1998
Page(s)
Financial Statements:
Reports of Independent Accountants 5 - 6
Statements of Net Assets Available for Benefits 7
Statements of Changes in Net Assets Available for Benefits 8
Notes to Financial Statements 9 - 13
Additional Information:*
Schedule I - Schedule of Assets Held for Investment Purposes 14
* 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.
4
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, 1999, and the changes in net assets available for
benefits for the year ended December 31, 1999 in conformity with accounting
principles generally accepted in the United States. 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 audit. We conducted our audit of these statements in accordance with
auditing standards generally accepted in the United States, 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 audit provides a
reasonable basis for the opinion expressed above.
Our audit was 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 audit 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 28, 2000
5
Independent Auditors' Report
Participants and Trustees of
DENTSPLY International Inc. 401(k) Savings Plan:
We have audited the accompanying statement of net assets available for
benefits of DENTSPLY International Inc. 401(k) Savings Plan as of December
31, 1998 and the related statement of changes in net assets available for
benefits for the year then ended. 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 audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards 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.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of DENTSPLY
International Inc. 401(k) Savings Plan as of December 31, 1998, and the
changes in net assets available for benefits for the year then ended, in
conformity with generally accepted accounting principles.
/s/ KPMG LLP
Philadelphia, Pennsylvania
June 15, 1999
6
DENTSPLY International Inc. 401(k) Savings Plan
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
- -------------------------------------------------------------------------------
December 31,
1999 1998
Assets:
Cash and cash equivalents $ 767 $ 2,193,957 *
Investments, at fair value
Shares of registered investment companies:
Fidelity Magellan Fund 8,814,269 * 5,922,529 *
Fidelity Growth Company Fund 8,852,930 * 4,014,190 *
Fidelity Balanced Fund 1,148,961 891,813
Fidelity Puritan Fund 1,882,204 1,890,672 *
Vanguard U.S. Growth Fund 5,135,610 * 3,434,978 *
Vanguard Index 500 Fund 8,514,651 * 6,252,269 *
Vanguard Windsor II Fund 3,019,141 * 2,903,068 *
Vanguard Wellington Fund 1,032,793 980,280
Schwab Institutional Advantage Money Fund 2,931,912 * 2,900,356 *
Vanguard Short-term Corporate Bond Fund 1,321,587 1,091,949
Vanguard Long-term Corporate Bond Fund 23,561
Vanguard Index Trust Small Cap Fund 182,812
DENTSPLY International Inc. Stock Fund 2,095,061 1,929,163 *
Participant loans 765,979 513,164
Total investments 45,721,471 32,724,431
Receivables
Employee contribution receivable 638,358 605,909
Assets receivable from GAC International Inc. 401(k) Plan 109,218
Total receivables 638,358 715,127
Net assets available for benefits $46,360,596 $35,633,515
* Represents five percent or more of the Plan's net assets.
The accompanying notes are an integral part of these financial statements.
7
DENTSPLY International Inc. 401(k) Savings Plan
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 1999 and 1998
- -------------------------------------------------------------------------------
Year Ended
December 31,
1999 1998
Additions:
Investment income:
Net appreciation in fair value of investments $ 5,127,088 $ 3,707,378
Interest and dividends 2,747,571 1,791,531
7,874,659 5,498,909
Contributions:
Participant 5,614,481 5,157,271
Participant rollovers 866,977 1,243,912
6,481,458 6,401,183
Asset transfer from GAC International Inc. 401(k) Plan 2,281,052
Total additions 14,356,117 14,181,144
Deductions:
Payment of benefits 3,629,036 2,449,455
Net increase 10,727,081 11,731,689
Net assets available for benefits:
Beginning of year 35,633,515 23,901,826
End of year $46,360,596 $35,633,515
The accompanying notes are an integral part of these financial statements.
8
DENTSPLY International Inc. 401(k) Savings Plan
Notes to Financial Statements
December 31, 1999 and 1998
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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"). The Charles Schwab Trust Company (the "Trustee") is the
trustee of the Plan and custodian of the Plan's assets. The Committee and
Trustee of the Plan are appointed by the Board of Directors of the Company.
Recordkeeping of the Plan is performed by Manchester Benefits Group.
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.
9
Investment Options
Upon enrollment in the Plan, a participant may direct employee
contributions in one- percent increments in any of thirteen investment
options.
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.
Fidelity Growth Company Fund- Funds are invested in shares of Fidelity
Growth Company Fund, a registered investment company managed by Fidelity
that invests primarily in common stocks and convertible securities of
companies with above-average growth characteristics.
Fidelity Balanced Fund- Funds are invested in shares of Fidelity
Balanced Fund, a registered investment company managed by Fidelity that
invests in a broadly diversified portfolio of high-yield securities,
including common stocks, preferred stocks, and bonds.
Fidelity Puritan Fund- Funds are invested in shares of Fidelity Puritan
Fund, a registered investment company managed by Fidelity that invests
in a broad range of securities seeking high income with preservation of
capital.
Vanguard U.S. Growth Fund - Funds are invested in shares of Vanguard
U.S. Growth Fund, a registered investment company managed by The
Vanguard Group ("Vanguard") that invests in equity securities of
seasoned U.S. companies.
Vanguard Index 500 Fund - Funds are invested in shares of Vanguard Index
500 Fund, a registered investment company managed by Vanguard that
invests in a portfolio holding five hundred of the largest stocks in the
U.S.
Vanguard Windsor II Fund - Funds are invested in shares of Vanguard
Windsor II Fund, a registered investment company managed by Vanguard
that invests primarily in undervalued, income producing stocks.
Vanguard Wellington Fund - Funds are invested in shares of Vanguard
Wellington Fund, a registered investment company managed by Vanguard
that invests in bonds, preferred stocks, and common stocks.
Schwab Institutional Advantage Money Fund- Funds are invested in shares
of Schwab Institutional Advantage Money Fund, a registered investment
company managed by The Charles Schwab Trust Company ("Schwab") that
invests in short-term, high quality securities, including commercial
paper and issues of the U.S. Treasury and Government Agencies.
Vanguard Short-Term Corporate Bond Fund - Funds are invested in shares
of Vanguard Short-Term Corporate Bond Fund, a registered investment
company managed by Vanguard that invests in short-term investment-grade
bonds and other fixed-income securities.
10
Vanguard Long-Term Corporate Bond Fund - Funds are invested in shares of
Vanguard Long-Term Corporate Bond Fund, a registered investment company
managed by Vanguard that invests in long-term investment-grade bonds and
other fixed-income securities.
Vanguard Index Trust Small Cap Fund - Funds are invested in shares of
Vanguard Index Trust Small Cap Fund, a registered investment company
managed by the Vanguard seeking long-term capital growth. The fund
attempts to match the performance of the Standard & Poor's SmallCap
600/BARRA Value Index, an unmanaged index of small-capitalization value
stocks.
DENTSPLY International Inc. Stock Fund- Invests exclusively in Common
Stock of DENTSPLY International Inc.
Participants may change their investment options or transfer existing
account balances to other investment options daily.
Participant Loans
Participants may borrow from their accounts up to a maximum equal to the
lesser of $50,000 or 50 percent of their vested account balance. Loan terms
may not exceed 5 years; however, terms may exceed 5 years for the purchase of
a primary residence. The loans are secured by the balance in the
participant's account and 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.
Financial Statement Presentation
The Plan adopted American Institute of Certified Public Accountants
Statement of Position 99-3, Accounting for and Reporting of Certain Defined
Contribution Benefit Plan Investments and Other Disclosure Matters ("SOP
99-3"). Certain reclassifications of the 1998 amounts have been made to
conform to the 1999 presentation in accordance with SOP 99-3.
11
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.
Reclassifications
Certain amounts in the prior year financial statements have been
reclassified to conform with the presentation of the current year financial
statements.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles 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.
3. Investments
During 1999 and 1998, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
(depreciated) in value as follows:
1999 1998
Registered investment companies $5,267,120 $3,910,893
Common stock (140,032) (203,515)
$5,127,088 $3,707,378
4. Related Party Transactions
During 1999 and 1998, certain Plan investments were shares of a registered
investment company managed by Schwab. Schwab is the trustee as defined by
the Plan. The transactions in this fund are party-in-interest transactions
exempt from prohibited transaction rules.
12
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. Plan Merger
As a result of a business acquisition made by the Company during 1998, the
GAC International, Inc. 401(k) Plan, with net assets of $2,281,052 was
merged with and into the Plan in 1998.
7. 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.
13
Additional Information
DENTSPLY International Inc. 401(k) Savings Plan Schedule I
Schedule of Assets Held for Investment Purposes
December 31, 1999
- -------------------------------------------------------------------------------
Form 5500, Schedule H, Part IV, Line I
Current
Identity of Issue Investment Type Value
Fidelity Magellan Fund Registered Investment Company $ 8,814,269
Fidelity Growth Company Fund Registered Investment Company 8,852,930
Fidelity Balanced Fund Registered Investment Company 1,148,961
Fidelity Puritan Fund Registered Investment Company 1,882,204
Vanguard U.S. Growth Fund Registered Investment Company 5,135,610
Vanguard Index 500 Fund Registered Investment Company 8,514,651
Vanguard Windsor II Fund Registered Investment Company 3,019,141
Vanguard Wellington Fund Registered Investment Company 1,032,793
Schwab Institutional Advantage Money Fund* Registered Investment Company 2,931,912
Vanguard Short-term Corporate Bond Fund Registered Investment Company 1,321,587
Vanguard Long-term Corporate Bond Fund Registered Investment Company 23,561
Vanguard Index Trust Small Cap Fund Registered Investment Company 182,812
DENTSPLY International Inc. Stock Fund* Common Stock 2,095,061
DENTSPLY International Inc. 401(k) Savings Plan* Participant loans, interest rates ranging
from 7% to 9.5%, maturing between
1/1/00 and 10/19/09 765,979
$45,721,471
* Party-in-interest
14
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 28, 2000 relating to the financial statements of the
DENTSPLY International Inc. 401(k) Savings Plan as of December 31, 1999 and
for the year then ended, which appears in this Form 11-K.
PRICEWATERHOUSECOOPERS LLP
Philadelphia, PA
June 28, 2000
15
Exhibit (B)
Consent of Independent Auditors
The Board of Directors
DENTSPLY International Inc.:
We consent to incorporation by reference in the Registration Statement No.
33-89786 on Form S-8 of DENTSPLY International Inc. of our report dated June
15, 1999, relating to the statement of net assets available for benefits of
the DENTSPLY International Inc. 401(k) Savings Plan as of December 31, 1998,
and the related statement of changes in net assets available for benefits for
the year then ended, which report appears in the December 31, 1999 annual
report on Form 11-K of the DENTSPLY International Inc. 401(k) Savings Plan.
/s/ KPMG LLP
Philadelphia, Pennsylvania
June 28, 2000
16