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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT
TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[ X ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission file number 0-16211
DENTSPLY International Inc.
(Exact name of registrant as specified in its charter)
Delaware 39-1434669
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
570 West College Avenue, York, Pennsylvania 17405-0872
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (717) 845-7511
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
registered
None
Not applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of class)
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 [ ]
1
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
As of February 28, 2001, the aggregate market value of voting common stock
held by non-affiliates of the registrant, based upon the last reported sale
price for the registrant's Common Stock on the Nasdaq National Market on such
date was $1,903,600,040 (calculated by excluding shares owned beneficially by
directors and executive officers as a group from total outstanding shares solely
for the purpose of this response).
The number of shares of the registrant's Common Stock outstanding as of
the close of business on February 28, 2001 was 51,668,687.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the registrant's annual report to shareholders for
fiscal year 2000 (the "2000 Annual Report to Shareholders") are incorporated
by reference into Parts I and II of this Annual Report on Form 10-K to the
extent provided herein. Certain portions of the definitive Proxy Statement
of DENTSPLY International Inc. to be used in connection with the 2001 Annual
Meeting of Stockholders (the "Proxy Statement") are incorporated by reference
into Part III of this Annual Report on Form 10-K to the extent provided
herein. Except as specifically incorporated by reference herein, neither the
2000 Annual Report to Shareholders nor the Proxy Statement is to be deemed
filed as part of this Annual Report on Form 10-K.
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PART I
Item 1. Business
Certain statements made by the Company, including without limitation,
statements containing the words "plans", "anticipates", "believes",
"expects", or words of similar import may be deemed to be forward-looking
statements and are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Investors are cautioned that
forward-looking statements involve risks and uncertainties which may
materially affect the Company's business and prospects, and should be read in
conjunction with the risk factors set forth in the section entitled
"Additional Factors that May Affect Future Results" in this Annual Report on
Form 10-K.
Overview
DENTSPLY International Inc. ("DENTSPLY" or the "Company"), a Delaware
corporation, was created by a merger of Dentsply International Inc. ("Old
Dentsply") and GENDEX Corporation in 1993 (the "Merger"). Old Dentsply,
founded in 1899, was a manufacturer and distributor of artificial teeth,
dental equipment, and dental consumable products. GENDEX, founded in 1983,
was a manufacturer of dental x-ray equipment and handpieces. Today, DENTSPLY
is the world's largest designer, developer, manufacturer and marketer of a
broad range of products for the dental market. The Company's worldwide
headquarters and executive offices are located in York, Pennsylvania.
The Company operates in a single operating segment as a designer,
manufacturer and distributor of dental products in two principal categories:
dental consumable and laboratory products, and dental equipment. Sales of the
Company's professional dental products accounted for approximately 95% of
DENTSPLY's consolidated sales in each of the last three years.
Recent Events
Recent developments in DENTSPLY's business include the acquisition of more
than twenty companies since the Merger, including five in 2000. The
information about the Company's business acquisitions and divestitures set
forth in Note 3 in the Notes to Consolidated Financial Statements in the
Company's 2000 Annual Report to Shareholders is incorporated herein by
reference. Acquisitions have played an important role in the growth of
DENTSPLY's business, and the Company continues to seek out and identify
promising acquisitions that will strengthen and broaden existing product
lines or strategically move the Company into new dental product categories.
Principal Products
The worldwide professional dental industry encompasses the diagnosis,
treatment and prevention of disease and ailments of the teeth, gums and
supporting bone. DENTSPLY's two principal dental product lines are consumable
and laboratory products, and equipment. These products are produced by the
Company in the United States and internationally and are distributed throughout
the world under some of the most well-established brand names and trademarks in
the industry, including CAULK(R), CAVITRON(R), CERAMCO(R), DENTSPLY(R),
DETREY(R), GENDEX(R), MIDWEST(R), R&R(R), RINN(R), TRUBYTE(R), MAILLEFER(R),
PROFILE(R), THERMAFIL(R), ACUCAM(R), SANI-TIP(R), OVATION(R), ANTAEOS(R),
BEUTELROCK(R) and ZIPPERER(R).
Consumable and Laboratory Products. Consumable and laboratory products
consist of dental sundries used in dental offices in the treatment of
patients and in dental laboratories in the preparation of dental appliances.
DENTSPLY's products in this category include dental prosthetics, including
artificial teeth, endodontic (root canal) instruments and materials, dental
injectable anesthetics, prophylaxis paste, dental sealants, implants,
impression materials, restorative materials, crown and bridge materials,
tooth whiteners, topical fluoride, cutting instruments, dental needles, and
orthodontic appliances and accessories. The Company manufactures thousands of
different consumable and laboratory products marketed under more than a
hundred brand names.
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Dental Equipment. Dental equipment products consist of various durable
goods used in dental offices for diagnosis and treatment of patients as well
as in dental laboratories. DENTSPLY's dental equipment product lines include
conventional and digital dental x-ray systems and related support equipment
and accessories, intraoral cameras, computer imaging systems and related
software, high and low speed handpieces, intraoral lighting systems,
ultrasonic scalers and polishers, air abrasion systems and porcelain
furnaces.
Markets, Sales and Distribution
DENTSPLY distributes the great majority of its dental products through
domestic and foreign distributors, dealers and importers. However, certain
highly technical products such as crown and bridge porcelain products,
endodontic instruments and materials, orthodontic appliances, and bone
substitute and grafting materials are sold directly to the dental laboratory
or dentist in some markets, mainly in the United States. Sales to two
customers, both distributors, accounted for 14% and 10%, respectively, of
consolidated net sales in 2000.
The information about the Company's foreign and domestic operations and
export sales set forth in Note 4 in the Notes to Consolidated Financial
Statements in the Company's 2000 Annual Report to Shareholders is
incorporated herein by reference.
Although its sales are made primarily to distributors, dealers, and
importers, DENTSPLY focuses its marketing efforts on the dentists, dental
hygienists, dental assistants, dental laboratories and dental schools who are
the end users of its products. As part of this end-user "pull through"
marketing approach, DENTSPLY employs nearly 1,100 highly trained,
product-specific sales and technical staffs to provide comprehensive
marketing and service tailored to the particular sales and technical support
requirements of the dealers and the end users. The Company conducts extensive
distributor and end-user marketing programs and trains laboratory technicians
and dentists in the proper use of its products, introducing them to the
latest technological developments at its Educational Centers located in key
dental markets. The Company also maintains ongoing relationships with
various dental associations and recognized worldwide opinion leaders.
DENTSPLY believes that demand in a given geographic market for dental
procedures and products varies according to the stage of social, economic and
technical development that the market has attained. Geographic markets for
DENTSPLY's dental products can be categorized into the following three stages
of development:
The United States, Canada, Western Europe, the United Kingdom, Japan, and
Australia are highly developed markets that demand the most advanced dental
procedures and products and have the highest level of expenditure on dental
care. In these markets, the focus of dental care is increasingly upon
preventive care and specialized dentistry. In addition to basic procedures
such as the excavation and filling of cavities and tooth extraction and
denture replacement, dental professionals perform an increasing volume of
preventive and cosmetic procedures. These markets require varied and complex
dental products, utilize sophisticated diagnostic and imaging equipment, and
demand high levels of attention to protection against infection and patient
cross-contamination.
In certain countries in Central America, South America and the Pacific Rim,
dental care is often limited to the excavation and filling of cavities and
other restorative techniques, reflecting more modest per capita expenditures
for dental care. These markets demand diverse products such as high and low
speed handpieces, restorative compounds, finishing devices and custom
restorative devices.
In the People's Republic of China, India, Eastern Europe, the countries of
the former Soviet Union, and other developing countries, dental ailments are
treated primarily through tooth extraction and denture replacement. These
procedures require basic surgical instruments, artificial teeth for dentures
and bridgework, and anchoring devices such as posts.
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The Company offers products and equipment for use in markets at each of
these stages of development. The Company believes that as each of these
markets develop, demand for more technically advanced products will increase.
The Company also believes that its recognized brand names, high quality and
innovative products, technical support services and strong international
distribution capabilities position it well to take advantage of any
opportunities for growth in all of the markets that it serves.
The following trends support the Company's confidence in its industry
growth outlook:
Increasing worldwide population - Population growth continues throughout
the world.
Growth of the population 65 or older - The percentage of the United
States and European population over age 65 is expected to nearly double
by the year 2030. In addition to having significant needs for dental
care, the elderly are well positioned to pay for the required procedures
since they control sizable amounts of discretionary income.
Natural teeth are being retained longer - According to the Princeton
Dental Resource Center's study on Oral Health and Aging, "Individuals with
natural teeth are over four times as likely to visit a dentist in a given
year than those without any natural teeth remaining."
The changing dental practice in developed countries - Dentistry in
developed countries has been transformed from a profession primarily
dealing with pain, infections and tooth decay to one with increased
emphasis on preventive care and cosmetic dentistry. DENTSPLY's product
lines are well positioned to provide the new sophisticated solutions
that these advanced procedures require.
Per capita and discretionary incomes are increasing in emerging nations
- As personal incomes continue to rise in the emerging nations of the
Pacific Rim and Latin America, healthcare including dental services are
a growing priority.
Growth in the field of aesthetic dentistry - Those among the aging "Baby
Boomer" population are not only keeping their natural teeth longer but
are interested in looking their best, increasing the demand for tooth
whitening and other aesthetic procedures.
Product Development
Technological innovation and successful product development are critical to
strengthening the Company's prominent position in worldwide dental markets,
maintaining its leadership positions in product categories where it has a
high market share, and increasing market share in product categories where
gains are possible. While many of DENTSPLY's innovations represent
sequential improvements of existing products, the Company also continues to
successfully launch products that represent fundamental change. Its research
centers in Europe and North America employ approximately 200 scientists,
Ph.D.'s, engineers and technicians dedicated to research and product
development. During 2000, 1999, and 1998, approximately $20.4 million, $18.5
million, and $18.2 million, respectively, was invested by the Company in
connection with the development of new products and in the improvement of
existing products.
Operating and Technical Expertise
DENTSPLY believes that its manufacturing capabilities are important to its
success. The Company continues to automate its global manufacturing
operations in order to remain a low cost producer.
The manufacture of the Company's products requires substantial and varied
technical expertise. Complex materials technology and processes are
necessary to manufacture the Company's products.
DENTSPLY has completed or has in progress a number of key initiatives
around the world that are focused on helping the Company improve its
operating margins.
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1. The Company has projects in progress in Europe and North America to
centralize warehousing and distribution functions. These projects are
focused on minimizing both inventory levels and multiple shipments.
They will also help improve product forecasting and service to our
customers.
2. The Company completed two restructuring projects in 1999. Tooth
manufacturing was moved from Germany to Brazil, which has a lower cost
structure, and the majority of activities of the New Image division's
intraoral camera operation were discontinued and the remaining
activities were integrated into the Gendex equipment division located in
Chicago. These initiatives began to positively affect operating
performance in 2000.
3. In December 2000, the Company also announced plans to restructure its
French and Latin American businesses by consolidating operations in
these regions in order to eliminate duplicative functions. The Company
anticipates that this plan will increase operational efficiencies and
contribute to future earnings. The restructuring will result in the
elimination of approximately 40 administrative positions, mainly in
France. The Company anticipates that most aspects of this project will
be completed and the benefits of the restructuring will begin to be
realized by the end of 2001.
4. DENTSPLY continues to focus on improving its manufacturing processes at
several of its manufacturing locations, providing improved flexibility.
This will allow the Company to continue to reduce inventories, improve
response times to changes in customer demand, and improve gross profit
margins.
5. The Company also completed its shared services initiative in North
America in 2000, which focused on the consolidation and centralization
of back office support functions.
6. DENTSPLY is making significant improvements in Information Technology as
well. The Company continues to build upon the new manufacturing and
financial accounting system that was implemented in 1999, which provides
the Company with a common software platform for nearly all of its
locations around the world.
Foreign Operations
The Company conducts its business in over 120 foreign countries,
principally through its foreign subsidiaries. DENTSPLY has a
long-established presence in Canada and in the European market, particularly
in Germany, Switzerland, France, Italy and England. The Company also has a
significant market presence in Central and South America including Brazil,
Mexico, Argentina, Colombia, and Chile; in South Africa; and in the Pacific
Rim including Australia, New Zealand, China (including Hong Kong), Thailand,
India, Philippines, Taiwan, Korea, Vietnam, Indonesia and Japan. DENTSPLY has
also established marketing activities in Moscow, Russia to serve the
countries of the former Soviet Union.
For 2000, 1999 and 1998, the Company's sales outside the United States,
including export sales, accounted for approximately 42%, 45% and 46%,
respectively, of consolidated net sales. The information about the Company's
United States and foreign sales and assets set forth in Note 4 in the Notes
to Consolidated Financial Statements in the Company's 2000 Annual Report to
Shareholders is incorporated herein by reference.
As a result of the Company's significant international operations, DENTSPLY
is subject to fluctuations in exchange rates of various foreign currencies
and other risks associated with foreign trade. The impact of currency
fluctuations in any given period can be favorable or unfavorable. The impact
of foreign currency fluctuations of European currencies on operating income
is partially offset by sales in the United States of products sourced from
plants and third party suppliers located overseas, principally in Germany and
Switzerland. The Company enters into forward foreign exchange contracts to
selectively hedge assets and liabilities denominated in foreign currencies.
The information regarding foreign exchange risk management activities set
forth under the caption "Derivative Financial Instruments" in the Company's
2000 Annual Report to Shareholders is incorporated herein by reference.
6
Competition
The Company conducts its operations, both domestic and foreign, under
highly competitive market conditions. Competition in the dental consumables
and equipment industries is based primarily upon product performance,
quality, safety and ease of use, as well as price, customer service,
innovation and acceptance by professionals and technicians. DENTSPLY
believes that its principal strengths include its well-established brand
names, its reputation for high-quality and innovative products, its
leadership in product development and manufacturing, and its commitment to
customer service and technical support.
The size and number of the Company's competitors vary by product line and
from region to region. There are many companies that produce some, but not
all, of the same types of products as those produced by the Company. Certain
of DENTSPLY's competitors may have greater resources than does the Company in
certain of its product offerings.
Regulation
The Company's products are subject to regulation by, among other
governmental entities, the United States Food and Drug Administration (the
"FDA"). In general, if a dental "device" is subject to FDA regulation,
compliance with the FDA's requirements constitutes compliance with
corresponding state regulations. In order to ensure that dental products
distributed for human use in the United States are safe and effective, the
FDA regulates the introduction, manufacture, advertising, labeling,
packaging, marketing and distribution of, and record-keeping for, such
products.
Dental devices of the types sold by the Company are generally classified by
the FDA into a category that renders them subject only to general controls
that apply to all medical devices, including regulations regarding
alteration, misbranding, notification, record-keeping and good manufacturing
practices. The Company believes that it is in compliance with FDA
regulations applicable to its products and manufacturing operations.
All dental amalgam filling materials, including those manufactured and sold
by the Company, contain mercury. Various groups have alleged that dental
amalgam containing mercury is harmful to human health and have actively
lobbied state and federal lawmakers and regulators to pass laws or adopt
regulatory changes restricting the use, or requiring a warning against
alleged potential risks, of dental amalgams. The FDA's Dental Devices
Classification Panel, the National Institutes of Health and the United States
Public Health Service have each indicated that no direct hazard to humans
from exposure to dental amalgams has been demonstrated to them. If the FDA
were to reclassify dental mercury and amalgam filling materials as classes of
products requiring FDA premarket approval, there can be no assurance that the
required approval would be obtained or that the FDA would permit the
continued sale of amalgam filling materials pending its determination.
DENTSPLY also manufactures and sells non-amalgam dental filling materials
that do not contain mercury.
The introduction and sale of dental products of the types produced by the
Company are also subject to government regulation in the various foreign
countries in which they are produced or sold. Some of these regulatory
requirements are more stringent than those applicable in the United States.
DENTSPLY believes that it is in substantial compliance with the foreign
regulatory requirements that are applicable to its products and manufacturing
operations.
Sources and Supply of Raw Materials
All of the raw materials used by the Company in the manufacture of its
products are purchased from various suppliers and are available from numerous
sources. No single supplier accounts for a significant percentage of
DENTSPLY's raw material requirements.
Trademarks and Patents
Products manufactured by DENTSPLY are sold primarily under its own
trademarks and trade names. The Company also owns and maintains numerous
patents throughout the world and is licensed under a small number of patents
owned by others.
7
DENTSPLY's policy is to protect its products and technology through patents
and trademark registrations in the United States and in significant
international markets for its products. The Company carefully monitors
trademark use worldwide, and promotes enforcement of its patents and
trademarks in a manner that is designed to balance the cost of such
protection against obtaining the greatest value for the Company. DENTSPLY
believes its patents and trademark properties are important and contribute to
the Company's marketing position but it does not consider its overall
business to be materially dependent upon any individual patent or trademark.
Working Capital Practices
Information about DENTSPLY's working capital, liquidity and capital
resources is incorporated herein by reference to the material under the
caption " Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Company's 2000 Annual Report to Shareholders.
Employees
As of December 31, 2000, the Company and its subsidiaries employed
approximately 6,150 employees. A small percentage of the Company's employees
are represented by labor unions. Hourly workers at the Company's Ransom &
Randolph facility in Maumee, Ohio are represented by Local No. 12 of the
International Union, United Automobile, Aerospace and Agriculture Implement
Workers of America under a collective bargaining agreement that expires on
January 31, 2004. Hourly workers at the Company's Midwest Dental Products
facility in Des Plaines, Illinois are represented by Tool & Die Makers Local
113 of the International Association of Machinists and Aerospace Workers
under a collective bargaining agreement that expires on June 1, 2003. The
Company believes that its relationship with its employees is good.
Environmental Matters
DENTSPLY believes that its operations comply in all material respects with
applicable environmental laws and regulations. Maintaining this level of
compliance has not had, and is not expected to have, a material effect on the
Company's capital expenditures or on its business.
ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS
Rate of Growth
The Company's ability to continue to increase revenues depends upon a
number of factors. Among those factors are the rate of growth in the market
for dental supplies and equipment, the ability of the Company to continue to
develop innovative and cost-effective new products, the acceptance by dental
professionals of new products and technologies, and the Company's ability to
complete acquisitions. The demand for dental services can be adversely
affected by economic conditions, healthcare reform, government regulation or
more stringent limits in expenditures by dental insurance providers. There
is also a risk that dental professionals may resist new products or
technologies or may not be able to obtain reimbursement from dental insurance
providers for the use of new procedures or equipment.
Acquisitions
In 2000 the Company completed five acquisitions. In the first quarter of
2001, the Company completed two acquisitions and entered into a definitive
agreement to acquire a third company. These acquisitions involve a substantial
degree of risk. The acquisitions are expected to result in benefits to DENTSPLY,
including expanding the products and services offered by DENTSPLY to its
customers and potential customers and enhancing DENTSPLY's presence in the
European market for dental products. Achieving the benefits of the acquisitions,
however, will depend on a number of factors, including the integration of the
operations and personnel of DENTSPLY and the acquired companies in a timely and
efficient manner. The integration will be complicated by the need to integrate
geographically diverse operations. In general, the Company cannot offer any
assurances that it can successfully integrate or realize the anticipated
benefits of the acquisitions. Failure to do so could result in the loss of key
personnel and have a material adverse effect on the acquired businesses and
DENTSPLY's financial condition and operating results. In addition, the attention
and effort devoted to the integration of the acquired companies could
significantly divert management's attention from other important tasks and could
seriously harm DENTSPLY. Also, there can be no assurance that regulatory
approval of any new products will be obtained, or that if such approvals are
obtained, such products will be accepted in the marketplace. Other risks
include:
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- - unanticipated expenses related to technology integration;
- - difficulties in maintaining uniform standards, controls, procedures and
policies;
- - the impairment of relationships with employees and customers as a result
of any integration of new management personnel; and
- - potential unknown liabilities associated with acquired businesses.
DENTSPLY has acquired and may in the future acquire complementary businesses
or technologies. If appropriate opportunities present themselves, additional
businesses or products may be acquired and any such acquisitions may be material
in size. The Company may not be able to successfully identify, negotiate or
finance any future acquisitions.
DENTSPLY may not succeed in addressing the risks or problems encountered in
connection with any future business combinations and acquisitions.
Fluctuating Operating Results
The Company's business is subject to quarterly variations in operating
results caused by seasonality and by business and industry conditions, making
operating results more difficult to predict. The timing of acquisitions, the
impact of purchase accounting adjustments and consolidations among
distributors of the Company's products may also affect the Company's
operating results in any particular period.
Currency Translation and International Business Risks
Because approximately 40% of the Company's revenues have been generated in
currencies other than the U.S. dollar, the value of the U.S. dollar in
relation to those currencies affects the Company's operating results. The
impact of foreign currency fluctuations in any given period can be favorable
or unfavorable. If the U.S. dollar strengthens in relation to other
currencies, the Company's revenues and operating results are likely to be
adversely affected. In addition, approximately 42% of the Company's revenues
result from sales in markets outside of the United States. Europe has been
an important market for the Company, and although Asia and South America have
not historically been the source of significant revenues, the Company has
made investments in Asian and South American markets because it believes that
long-term future growth prospects in these geographic areas are good.
Weakness in economic conditions in Europe, Asia, or South America could have
a material adverse effect on the Company's sales, operating results, and
future rate of growth.
Margin Improvements
The Company strives to increase its margins by controlling its costs and
improving manufacturing efficiencies. However, there can be no assurance
that the Company's efforts will continue to be successful. Margins can be
adversely affected by many factors, including competition, product mix, cost
of materials and labor, and the effect of acquisitions.
Ability to Attract and Retain Personnel
The Company's success is dependent upon its management and employees. The
loss of senior management employees or any failure to recruit and train
needed managerial, sales and technical personnel could have a material
adverse effect on the Company.
Competition
The worldwide market for dental supplies and equipment is highly
competitive. There can be no assurance that the Company will successfully
identify new product opportunities and develop and market new products
successfully, or that new products and technologies introduced by competitors
will not render the Company's products obsolete or noncompetitive.
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Antitakeover Provisions
Certain provisions of the Company's Certificate of Incorporation and
By-Laws and of Delaware law could have the effect of making it difficult for
a third party to acquire control of the Company. Such provisions include the
division of the Board of Directors of the Company into three classes, with
the three-year term of a class expiring each year, a provision allowing the
Board of Directors to issue preferred stock having rights senior to those of
the Common Stock and certain procedural requirements which make it difficult
for stockholders to amend the Company's by-laws and which preclude
stockholders from calling special meetings of stockholders. In addition,
members of the Company's management and participants in the Company's
Employee Stock Ownership Plan collectively own approximately 15% of the
outstanding Common Stock of the Company, which may discourage a third party
from attempting to acquire control of the Company in a transaction that is
opposed by the Company's management and employees.
Item 2. Properties
The following is a list of DENTSPLY's principal manufacturing locations
as of January 2001:
Leased
Location Function or Owned
York, Pennsylvania Manufacture and distribution of artificial teeth Owned
and other dental laboratory products; export of
dental products; corporate headquarters
York, Pennsylvania Manufacture of dental equipment and Owned
preventive dental products
Des Plaines, Illinois Manufacture and assembly of dental handpieces Leased
and components and dental x-ray equipment
Franklin Park, Illinois Manufacture and distribution of needles and Owned
needle-related products, primarily
for the dental profession
Milford, Delaware Manufacture of consumable dental products Owned
Las Piedras, Puerto Rico Manufacture of crown and bridge materials Owned
Elgin, Illinois Manufacture of dental x-ray film holders, film Owned
mounts and accessories
Maumee, Ohio Manufacture and distribution of investment Owned
casting products
Lakewood, Colorado Manufacture and distribution of bone grafting Leased
materials and Hydroxylapatite plasma-feed
coating materials
Los Angeles, California Manufacture and distribution of investment Leased
casting products
Johnson City, Tennessee Manufacture and distribution of endodontic Leased
instruments and materials
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Columbus, Indiana Manufacture and distribution of orthodontic Leased
accessories
Petropolis, Brazil Manufacture and distribution of artificial teeth Owned
and consumable dental products
Petropolis, Brazil Manufacture and distribution of dental Owned
anesthetics
Konstanz, Germany Manufacture and distribution of consumable Owned
dental products; distribution of dental equipment
Munich, Germany Manufacture and distribution of endodontic Owned
instruments and materials
Mannheim, Germany Manufacture and distribution of dental Owned
implant products
Milan, Italy Manufacture and distribution of dental Leased
x-ray equipment
Mexico City, Mexico Manufacture and distribution of dental products Owned
Plymouth, England Manufacture of dental hand instruments Leased
Ballaigues, Switzerland Manufacture and distribution of endodontic Owned
instruments
Ballaigues, Switzerland Manufacture and distribution of plastic Owned
components and packaging material
Le Creux, Switzerland Manufacture and distribution of endodontic Owned
instruments
New Delhi, India Manufacture and distribution of dental products Leased
Tianjin, China Manufacture and distribution of dental products Leased
In addition, the Company maintains sales and distribution offices at
certain of its foreign and domestic manufacturing facilities, as well as at
various other United States and international locations. Of the various
sites around the world that are used exclusively for sales and distribution,
all but two are leased. The Company also maintains sales offices in various
countries throughout the world.
On January 25, 2001, a fire broke out in one of the Company's Swiss
manufacturing facilities. The fire caused severe damage to a building and to
most of the equipment it contained. The Company has filed several insurance
claims related to this damage, including a claim under its business
interruption policy. The claims process is lengthy and its outcome cannot be
predicted with certainty; however, the Company anticipates that all or most
of the financial loss imposed by this fire will be recovered under its
various insurance policies.
DENTSPLY believes that its properties and facilities are well maintained
and are generally suitable and adequate for the purposes for which they are
used.
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Item 3. Legal Proceedings
DENTSPLY and its subsidiaries are from time to time parties to lawsuits
arising out of their respective operations. The Company believes that
pending litigation to which DENTSPLY is a party will not have a material
adverse effect upon its consolidated financial position or results of
operations.
In June 1995, the Antitrust Division of the United States Department of
Justice initiated an antitrust investigation regarding the policies and
conduct undertaken by the Company's Trubyte Division with respect to the
distribution of artificial teeth and related products. On January 5, 1999
the Department of Justice filed a complaint against the Company in the U.S.
District Court in Wilmington, Delaware alleging that the Company's tooth
distribution practices violate the antitrust laws and seeking an order for
the Company to discontinue its practices. Three follow on private class
action suits on behalf of dentists, laboratories and denture patients in
seventeen states, respectively, who purchased Trubyte teeth or products
containing Trubyte teeth were filed and transferred to the U.S. District
Court in Wilmington, Delaware. These cases have been assigned to the same
judge who is handling the Department of Justice action. The class action
filed on behalf of the dentists has been dismissed by the plaintiffs. The
private party suits seek damages in an unspecified amount. The Company has
filed motions for summary judgment in all of the above cases which motions
were argued December 8, 2000. Four private party class actions on behalf of
indirect purchasers have been filed in California state court recently.
These cases are based on allegations similar to those in the Department of
Justice case. The Company has filed motions to consolidate these cases in
one Judicial District. It is the Company's position that the conduct and
activities of the Trubyte Division do not violate the antitrust laws.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Executive Officers of the Registrant
The following table sets forth certain information regarding the executive
officers of the Company as of February 28, 2001.
Name Age Position
John C. Miles II 59 Chairman of the Board and Chief
Executive Officer
Gerald K. Kunkle Jr. 54 President and Chief Operating Officer
William R. Jellison 43 Senior Vice President and Chief
Financial Officer
J. Henrik Roos 43 Senior Vice President
W. William Weston 53 Senior Vice President
Thomas L. Whiting 58 Senior Vice President
Brian M. Addison 47 Vice President,Secretary and
General Counsel
John C. Miles II was named Chairman of the Board effective May 20, 1998.
Prior thereto, he was Vice Chairman of the Board since January 1, 1997. He
was named Chief Executive Officer of the Company upon the resignation of
Burton C. Borgelt from that position on January 1, 1996. Prior to that he was
President and Chief Operating Officer and a director of the Company since the
Merger. Prior to that he served as President and Chief Operating Officer and
a director of Old Dentsply commencing in January 1990.
12
Gerald K. Kunkle Jr. was named President and Chief Operating Officer
effective January 1, 1997. Prior thereto, Mr. Kunkle served as President of
Johnson and Johnson's Vistakon Division, a manufacturer and marketer of
contact lenses, from January 1994 and, from early 1992 until January 1994,
was President of Johnson and Johnson Orthopaedics, Inc., a manufacturer of
orthopaedic implants, fracture management products and trauma devices.
William R. Jellison was named Senior Vice President and Chief Financial
Officer of the Company effective April 20, 1998. Prior to that time, Mr.
Jellison held the position of Vice President of Finance, Treasurer and
Corporate Controller for Donnelly Corporation of Holland, Michigan since
1994. From 1991 to 1994, Mr. Jellison was Donnelly's Vice President of
Financial Operations, Treasurer and Corporate Controller. Prior to that, he
served one year as Treasurer and Corporate Controller and in other financial
management positions for Donnelly. Mr. Jellison is a Certified Management
Accountant.
J. Henrik Roos was named Senior Vice President effective June 1, 1999 and
oversees the following profit centers: Ceramco, CeraMed, Dentsply Argentina,
Dentsply Brazil, Dentsply Canada, Dentsply Herpo, Dentsply Mexico, DeTech,
Latin American Export, Midwest, Preventive Care, Ransom & Randolph and
Trubyte. Prior to his Senior Vice President appointment, Mr. Roos served as
Vice President and General Manager of the Company's Gendex division from June
1995 to June 1999. Prior to that, he served as President of Gendex European
operations in Frankfurt, Germany since joining the Company in August 1993.
W. William Weston was named Senior Vice President effective January 1, 1996
and oversees the following profit centers: DeDent, Dentsply Asia, Dentsply
Australia, Dentsply France, Dentsply Italy, Dentsply Japan, Dentsply Russia,
Dentsply United Kingdom, L.D. Caulk, Middle East/Africa, SIMFRA and SPAD.
Prior to his Senior Vice President appointment, Mr. Weston served as the Vice
President and General Manager of DENTSPLY's DeDent Operations in Europe from
October 1, 1990 to January 1, 1996. Prior to that time he was Pharmaceutical
Director for Pfizer in Germany.
Thomas L. Whiting was named Senior Vice President effective in early 1995
and oversees the following profit centers: ESP LLC, GAC, Gendex, Gendex
Germany, Gendex Italy, InfoSoft, Maillefer, MPL, Rinn, Tulsa Dental Products,
United Dental Manufacturing (UDM), and Vereinigte Dentalwerke (VDW). Prior
to his Senior Vice President appointment, Mr. Whiting was Vice President and
General Manager of the Company's L.D. Caulk Division from March 1987 to early
1995. Prior to that time, Mr. Whiting held management positions with Deseret
Medical and the Parker-Davis Company.
Brian M. Addison has been Vice President, Secretary and General Counsel of
the Company since January 1, 1998. Prior to that he was Assistant Secretary
and Corporate Counsel since December 1994. From August 1994 to December 1994
he was a Partner at the Harrisburg, Pennsylvania law firm of McNees, Wallace
& Nurick. Prior to that he was Senior Counsel at Hershey Foods Corporation.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The information set forth under the caption "Supplemental Stock
Information" in the Company's 2000 Annual Report to Shareholders is
incorporated herein by reference.
Item 6. Selected Financial Data
The information set forth under the caption "Selected Financial Data" in
the Company's 2000 Annual Report to Shareholders is incorporated herein by
reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information set forth under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Company's
2000 Annual Report to Shareholders is incorporated herein by reference.
13
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
The information set forth under the caption "Quantitative and Qualitative
Disclosure About Market Risk" in the Company's 2000 Annual Report to
Shareholders is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The information set forth under the captions "Management's Financial
Responsibility," "Consolidated Statements of Income," "Consolidated Balance
Sheets," "Consolidated Statements of Stockholders' Equity," "Consolidated
Statements of Cash Flows," and "Notes to Consolidated Financial Statements"
in the Company's 2000 Annual Report to Shareholders is incorporated herein by
reference. The Report of KPMG, LLP for the Company's fiscal years ended
December 31, 1999 and December 31, 1998 is attached hereto as Exhibit 99.1.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Previously reported.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information (i) set forth under the caption "Executive Officers of the
Registrant" in Part I of this Annual Report on Form 10-K and (ii) set forth
under the captions "Election of Directors," "Section 16(a) Beneficial
Ownership Reporting Compliance" and "Other Matters" in the Proxy Statement is
incorporated herein by reference.
Item 11. Executive Compensation
The information set forth under the caption "Executive Compensation" in the
Proxy Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information set forth under the caption "Security Ownership of Certain
Beneficial Owners and Management" in the Proxy Statement is incorporated
herein by reference.
Item 13. Certain Relationships and Related Transactions
The information set forth under the subcaptions "Compensation of
Directors", "Human Resources Committee Interlocks and Insider Participation"
and "Human Resources Committee Report on Executive Compensation" in the 2001
Proxy Statement is incorporated herein by reference.
14
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Documents filed as part of this Report
1 Financial Statements
The following consolidated financial statements of the Company set forth
in the Company's 2000 Annual Report to Shareholders are incorporated
herein by reference:
Report of Independent Accountants
Consolidated Statements of Income - Years ended December 31, 2000, 1999
and 1998
Consolidated Balance Sheets - December 31, 2000 and 1999
Consolidated Statements of Stockholders' Equity - Years ended December
31, 2000, 1999 and 1998
Consolidated Statements of Cash Flows - Years ended December 31, 2000,
1999 and 1998
Notes to Consolidated Financial Statements
2 Financial Statement Schedules
The following financial statement schedule and the Report of
Independent Accountants on Financial Statement Schedule are filed
as part of this Annual Report on Form 10-K:
Report of Independent Accountants on Financial Statement Schedule
Schedule II -- Valuation and Qualifying Accounts.
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required to be included herein under the related instructions or are
inapplicable and, therefore, have been omitted.
3 Exhibits. The Exhibits listed below are filed or incorporated by
reference as part of this Annual
Report on Form 10-K.
Exhibit
Number Description
3.1 Restated Certificate of Incorporation (1)
3.2 By-Laws, as amended (13)
4.1 (a) 364-Day and 5-Year Competitive Advance,
Revolving Credit and Guaranty Agreements dated
as of October 23, 1997 among the Company, the
guarantors named therein, the banks named
therein, the Chase Manhattan Bank as
Administrative Agent, and ABN Amro Bank, N.V.
as Documentation Agent. (11)
(b) Amendment to the 364-Day Competitive Advance,
Revolving Credit and Guaranty Agreement dated
as of October 21, 1999 among the Company, the
guarantors named therein, the banks named
therein, the Chase Manhattan Bank as
Administrative Agent, and ABN Amro Bank, N.V.
as Documentation Agent. (13)
(c) Amendment to the 5-year Competitive Advance,
Revolving Credit and Guaranty Agreement dated
as of January 20, 2000 among the Company, the
guarantors named therein, the banks named
therein, the Chase Manhattan Bank as
Administrative Agent, and ABN Amro Bank, N.V.
as Documentation Agent.
15
(d) Amendment to the 364-Day Competitive Advance,
Revolving Credit and Guaranty Agreement dated
as of October 19, 2000 among the Company, the
guarantors named therein, the banks named
therein, the Chase Manhattan Bank as
Administrative Agent, and ABN Amro Bank, N.V.
as Documentation Agent.
(e) Amendment to the 5-year Competitive Advance,
Revolving Credit and Guaranty Agreement dated
as of January 26, 2001 among the Company, the
guarantors named therein, the banks named
therein, the Chase Manhattan Bank as
Administrative Agent, and ABN Amro Bank, N.V.
as Documentation Agent.
(f) Amendment to the 364-Day Competitive Advance,
Revolving Credit and Guaranty Agreement dated
as of January 26, 2001 among the Company, the
guarantors named therein, the banks named
therein, the Chase Manhattan Bank as
Administrative Agent, and ABN Amro Bank, N.V.
as Documentation Agent.
4.2. (a) Commercial Paper Issuing and paying Agency
Agreement
dated as of August 12,1999 between the Company
and the Chase Manhattan Bank (13)
(b) Commercial Paper Dealer Agreement dated as of
August 12, 1999 between the Company and
Goldman, Sachs & Co. (13)
4.3 Series A and Series B Notes dated March 1, 2001
between the Company and Prudential Insurance
Company of America
10.1 1992 Stock Option Plan adopted May 26, 1992 (4)
10.2 1993 Stock Option Plan (2)
10.3 1998 Stock Option Plan (1)
10.4 Nonstatutory Stock Option Agreement between the
Company and Burton C. Borgelt (3)
10.5 (a) Employee Stock Ownership Plan as amended
effective as of December 1, 1982 restated as of
January 1, 1991 (7)
(b) Second amendment to the DENTSPLY Employee Stock
Ownership Plan (10)
(c) Third Amendment to the DENTSPLY Employee Stock
Ownership Plan (12)
10.6 (a) Trust Agreement for the Company's Employee
Stock Ownership Plan between the Company and T.
Rowe Price Trust Company dated as of November
1, 2000.
(b) Plan Recordkeeping Agreement for the Company's
Employee Stock Ownership Plan between the
Company and T. Rowe Price Trust Company dated
as of November 1, 2000.
10.7 (a) Employment Agreement dated as of December 31,
1987 between the Company and John C. Miles II
(5)*
(b) Amendment to Employment Agreement between the
Company and John C. Miles II dated February 16,
1996, effective January 1, 1996 (9)*
10.8 Employment Agreement dated as of December 10,
1992 between the Company and Michael R. Crane
(5)*
10.9 Employment Agreement dated January 1, 1996
between the Company and W. William Weston (9)*
10.10 Employment Agreement dated January 1, 1996
between the Company and Thomas L. Whiting (9)*
10.11 Employment Agreement dated October 11,1996
between the Company and Gerald K. Kunkle Jr.
(10)*
10.12 Employment Agreement dated April 20, 1998
between the Company and William R. Jellison
(12)*
10.13 Employment Agreement dated September 10, 1998
between the Company and Brian M. Addison (12)*
16
10.14 Employment Agreement dated June 1, 1999 between
the Company and J. Henrik Roos (13)*
10.15 Midwest Dental Products Corporation Pension
Plan as amended and restated effective January
1, 1989 (7)*
10.16 Revised Ransom & Randolph Pension Plan, as
amended effective as of September 1, 1985,
restated as of January 1, 1989 (7)*
10.17 DENTSPLY International Inc. Directors' Deferred
Compensation Plan effective January 1, 1997
(10)*
10.18(a) Asset Purchase and Sale Agreement, dated
January 10, 1996, between Tulsa Dental
Products, L.L.C. and DENTSPLY International
Inc. (8)
(b) Amendment to Asset Purchase and Sale Agreement
between Tulsa Dental Products, L.L.C. and
DENTSPLY, dated January 1, 1999 (13)
10.19 Supplemental Executive Retirement Plan
effective January 1, 1999 (12)*
10.20 Written Description of Year 2000 Incentive
Compensation Plan.
10.21 Sale and Purchase Agreement for all the shares
of Friadent Gmbh, dated December 28, 2000 by
and between Neptuno Verwaltungs und Treuhand -
Gersellschaft mbH, Dr. Eberhard Braun and Fria
Nu GmbH (a subsidiary of the Company).
10.22(a) AZLAD Products Agreement, dated January 18,
2001 between AstraZenaca AB and Maillefer
Instruments Holdings, S.A. (a subsidiary of the
Company).
(b) AZLAD Products Manufacturing Agreement, dated
January 18, 2001 between AstraZenaca AB and
Maillefer Instruments Holdings, S.A.
(c) AZ Trade Marks License Agreement, dated January
18, 2001 between AstraZenaca AB and Maillefer
Instruments Holdings, S.A.
13 Pages 21 through 51 of the Company's Annual
Report to Shareholders for fiscal year 2000
(only those portions of the Annual Report
incorporated by reference in this report are
deemed "filed")
21.1 Subsidiaries of the Company
23.1 Consent of Independent Accountants -
PricewaterhouseCoopers LLP
23.2 Consent of Independent Auditors - KPMG LLP
99.1 Audit Report of KPMG LLP
* Management contract or compensatory plan.
(1) Incorporated by reference to exhibit included in the Company's
Registration Statement on Form S-8 (No. 333-56093).
(2) Incorporated by reference to exhibit included in the Company's
Registration Statement on Form S-8 (No. 33-71792).
(3) Incorporated by reference to exhibit included in the Company's
Registration Statement on Form S-8 (No. 33-79094).
(4) Incorporated by reference to exhibit included in the Company's
Registration Statement on Form S-8 (No. 33-52616).
(5) Incorporated by reference to exhibit included in the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1993, File No.
0-16211.
(6) Incorporated by reference to exhibit included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993, File
No. 0-16211.
(7) Incorporated by reference to exhibit included in the Company's Annual
Report on Form 10-K for the fiscal year December 31, 1994, File No.
0-16211.
17
(8) Incorporated by reference to exhibit included in the Company's Current
Report on Form 8-K dated January 10, 1996, File No. 0-16211.
(9) Incorporated by reference to exhibit included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995, File
No. 0-16211.
(10) Incorporated by reference to exhibit included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996, File
No. 0-16211.
(11) Incorporated by reference to exhibit included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997, File
No. 0-16211.
(12) Incorporated by reference to exhibit included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998, File
No. 0-16211.
(13) Incorporated by reference to exhibit included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, File
No. 0-16211.
Loan Documents
The Company and certain of its subsidiaries have entered into various loan
and credit agreements and issued various promissory notes and guaranties of
such notes, listed below, the aggregate principal amount of which is less
than 10% of its assets on a consolidated basis. The Company has not filed
copies of such documents but undertakes to provide copies thereof to the
Securities and Exchange Commission supplementally upon request.
(1) Master Grid Note dated November 4, 1996 executed in favor of The
Chase Manhattan Bank in connection with a line of credit up to
$20,000,000 between the Company and The Chase Manhattan Bank.
(2) Agreement dated February 26, 1999 between Midland Bank PLC and
Dentsply Limited for GBP3,000,000 overdraft and $2,500,000 foreign
exchange facility.
(3) Promissory Note dated August 14, 1998 in the principal amount of
$6,000,000 of the Company in favor of First Union National Bank.
(4) Credit Agreement dated September 14, 1998 between Dentsply Canada
Limited ("DCL") and Bank of Montreal for C$3,500,000.
(5) Form of "comfort letters" to various foreign commercial lending
institutions having a lending relationship with one or more of the
Company's international subsidiaries.
(6) Unsecured Note dated June 26, 1998 between the Company and Harris
Trust and Savings Bank in the principal amount of $500,000.
(7) Standby Letter of Credit, dated March 1, 2001 Between Dentsply
Anesthetics S.a.r.l. and ABN AMRO Bank N.V. for $21,250,000.
(b) Reports on Form 8-K
The Company did not file any Reports on Form 8-K during the quarter
ended December 31, 2000.
18
Report of Independent Accountants on
Financial Statement Schedule
To the Board of Directors of
DENTSPLY International Inc.
Our audit of the consolidated balance sheets as of December 31, 2000 and the
related consolidated statements of income, of stockholders' equity and of
cash flows for the year then ended, referred to in our report dated January
19, 2001, except for Note 15, as to which the date is March 7, 2001,
appearing in the Annual Report to Shareholders of DENTSPLY International Inc.
(which report and consolidated financial statements are incorporated by
reference in this Annual Report on Form 10-K) also included an audit of the
financial statement schedule listed in Item 14(a)(2) of the Form 10-K. In
our opinion, this financial statement schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Philadelphia, PA
January 19, 2001, except for Note 15, as to which the date is March 7, 2001
19
SCHEDULE II
DENTSPLY INTERNATIONAL INC.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 2000
Additions
Charged
Balance at (Credited) Charged to Write-offs Balance
Beginning To Costs Other Net of Translation at End
Description of Period And Expenses Accounts Recoveries Adjustment of Period
(in thousands)
Allowance for doubtful accounts:
For Year Ended December 31,
1998 $ 4,637 $ 4,484 $ 454 (a) $ (1,773) $ 89 $ 7,891
1999 7,891 1,418 541 (c) (1,294) (404) 8,152
2000 8,152 397 34 (e) (2,078) (145) 6,360
Allowance for trade discounts:
For Year Ended December 31,
1998 2,126 2,297 - (2,556) 87 1,954
1999 1,954 2,061 - (1,538) (183) 2,294
2000 2,294 2,169 - (1,732) (102) 2,629
Inventory valuation reserves:
For Year Ended December 31,
1998 14,074 1,421 5,125 (b) (8,496) 191 12,315
1999 12,315 2,116 2,679 (d) (1,209) (537) 15,364
2000 15,364 5,584 52 (f) (5,741) (317) 14,942
- ------------------
(a) Includes $454 from acquisitions of Crescent and GAC.
(b) Includes $680 from acquisitions of Crescent and GAC and $4,445 for restructuring.
(c) Includes $62 from acquisition of VDW and $479 for the New Image restructuring.
(d) Includes $2,679 from acquisition of VDW and Herpo.
(e) Includes $34 from acquisition of MOM.
(f) Includes $52 from acquisition of MOM.
20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
DENTSPLY INTERNATIONAL INC.
By:/s/ John C. Miles II
-----------------------
John C. Miles II
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ John C. Miles II March 19, 2001
- ------------------------- --------------------
John C. Miles II Date
Chairman of the Board and
Chief Executive Officer and a Director
(Principal Executive Officer)
/s/ Gerald K. Kunkle March 19, 2001
- ------------------------- --------------------
Gerald K. Kunkle Date
President and Chief
Operating Officer
/s/ William R. Jellison March 19, 2001
- ------------------------- --------------------
William R. Jellison Date
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Burton C. Borgelt March 19, 2001
- ------------------------- --------------------
Burton C. Borgelt Date
Director
/s/ Douglas K. Chapman March 19, 2001
- ------------------------- --------------------
Douglas K. Chapman Date
Director
21
/s/ Michael J. Coleman March 19, 2001
- ------------------------- --------------------
Michael J. Coleman Date
Director
/s/ Cynthia P. Danaher March 19, 2001
- ------------------------- --------------------
Cynthia P. Danaher Date
Director
/s/ Arthur A. Dugoni March 19, 2001
- ------------------------- --------------------
Arthur A. Dugoni, D.D.S., M.S.D. Date
Director
/s/ C. Frederick Fetterolf March 19, 2001
- ------------------------- --------------------
C. Frederick Fetterolf Date
Director
/s/ Leslie A. Jones March 19, 2001
- ------------------------- --------------------
Leslie A. Jones Date
Director
/s/Edgar H. Schollmaier March 19, 2001
- ------------------------- --------------------
Edgar H. Schollmaier Date
Director
/s/ W. Keith Smith March 19, 2001
- ------------------------- --------------------
W. Keith Smith Date
Director
22
EXHIBIT INDEX
Exhibit Sequential
Number Description Page No.
3.1 Restated Certificate of Incorporation (1)
3.2 By-Laws, as amended (13)
4.1 (a) 364-Day and 5-Year Competitive Advance,
Revolving Credit and Guaranty Agreements dated
as of October 23, 1997 among the Company, the
guarantors named therein, the banks named
therein, the Chase Manhattan Bank as
Administrative Agent, and ABN Amro Bank, N.V.
as Documentation Agent. (11)
(b) Amendment to the 364-Day Competitive Advance,
Revolving Credit and Guaranty Agreement dated
as of October 21, 1999 among the Company, the
guarantors named therein, the banks named
therein, the Chase Manhattan Bank as
Administrative Agent, and ABN Amro Bank, N.V.
as Documentation Agent. (13)
(c) Amendment to the 5-year Competitive Advance,
Revolving Credit and Guaranty Agreement dated
as of January 20, 2000 among the Company, the
guarantors named therein, the banks named
therein, the Chase Manhattan Bank as
Administrative Agent, and ABN Amro Bank, N.V.
as Documentation Agent. 27
23
(d) Amendment to the 364-Day Competitive Advance,
Revolving Credit and Guaranty Agreement dated
as of October 19, 2000 among the Company, the
guarantors named therein, the banks named
therein, the Chase Manhattan Bank as
Administrative Agent, and ABN Amro Bank, N.V.
as Documentation Agent. 31
(e) Amendment to the 5-year Competitive Advance,
Revolving Credit and Guaranty Agreement dated
as of January 26, 2001 among the Company, the
guarantors named therein, the banks named
therein, the Chase Manhattan Bank as
Administrative Agent, and ABN Amro Bank, N.V.
as Documentation Agent. 47
(f) Amendment to the 364-Day Competitive Advance,
Revolving Credit and Guaranty Agreement dated
as of January 26, 2001 among the Company, the
guarantors named therein, the banks named
therein, the Chase Manhattan Bank as
Administrative Agent, and ABN Amro Bank, N.V.
as Documentation Agent. 53
4.2. (a) Commercial Paper Issuing and paying Agency Agreement
dated as of August 12,1999 between the Company
and the Chase Manhattan Bank (13)
(b) Commercial Paper Dealer Agreement dated as of
August 12, 1999 between the Company and
Goldman, Sachs & Co. (13)
4.3 Series A and Series B Notes dated March 1, 2001
between the Company and Prudential Insurance
Company of America. 69
10.1 1992 Stock Option Plan adopted May 26, 1992 (4)
10.2 1993 Stock Option Plan (2)
10.3 1998 Stock Option Plan (1)
10.4 Nonstatutory Stock Option Agreement between the
Company and Burton C. Borgelt (3)
10.5 (a) Employee Stock Ownership Plan as amended
effective as of December 1, 1982 restated as of
January 1, 1991 (7)
(b) Second amendment to the DENTSPLY Employee Stock
Ownership Plan (10)
(c) Third Amendment to the DENTSPLY Employee Stock
Ownership Plan (12)
10.6 (a) Trust Agreement for the Company's Employee
Stock Ownership Plan between the Company and T.
Rowe Price Trust Company dated as of November
1, 2000. 116
(b) Plan Recordkeeping Agreement for the Company's
Employee Stock Ownership Plan between the
Company and T. Rowe Price Trust Company dated
as of November 1, 2000. 133
10.7 (a) Employment Agreement dated as of December 31,
1987 between the Company and John C. Miles II
(5)*
(b) Amendment to Employment Agreement between the
Company and John C. Miles II dated February 16,
1996, effective January 1, 1996 (9)*
10.8 Employment Agreement dated as of December 10,
1992 between the Company and Michael R. Crane
(5)*
10.9 Employment Agreement dated January 1, 1996
between the Company and W. William Weston (9)*
10.10 Employment Agreement dated January 1, 1996
between the Company and Thomas L. Whiting (9)*
10.11 Employment Agreement dated October 11,1996
between the Company and Gerald K. Kunkle Jr.
(10)*
10.12 Employment Agreement dated April 20, 1998
between the Company and William R. Jellison
(12)*
10.13 Employment Agreement dated September 10, 1998
between the Company and Brian M. Addison (12)*
24
10.14 Employment Agreement dated June 1, 1999 between
the Company and J. Henrik Roos (13)*
10.15 Midwest Dental Products Corporation Pension
Plan as amended and restated effective January
1, 1989 (7)*
10.16 Revised Ransom & Randolph Pension Plan, as
amended effective as of September 1, 1985,
restated as of January 1, 1989 (7)*
10.17 DENTSPLY International Inc. Directors' Deferred
Compensation Plan effective January 1, 1997
(10)*
10.18(a) Asset Purchase and Sale Agreement, dated
January 10, 1996, between Tulsa Dental
Products, L.L.C. and DENTSPLY International
Inc. (8)
(b) Amendment to Asset Purchase and Sale Agreement
between Tulsa Dental Products, L.L.C. and
DENTSPLY, dated January 1, 1999 (13)
10.19 Supplemental Executive Retirement Plan
effective January 1, 1999 (12)*
10.20 Written Description of Year 2000 Incentive
Compensation Plan. 147
10.21 Sale and Purchase Agreement for all the shares
of Friadent Gmbh, dated December 28, 2000 by
and between Neptuno Verwaltungs und Treuhand -
Gersellschaft mbH, Dr. Eberhard Braun and Fria
Nu GmbH (a subsidiary of the Company). 148
10.22(a) AZLAD Products Agreement, dated January 18,
2001 between AstraZenaca AB and Maillefer
Instruments Holdings, S.A. (a subsidiary of the
Company). 177
(b) AZLAD Products Manufacturing Agreement, dated
January 18, 2001 between AstraZenaca AB and
Maillefer Instruments Holdings, S.A. 216
(c) AZ Trade Marks License Agreement, dated January
18, 2001 between AstraZenaca AB and Maillefer
Instruments Holdings, S.A. 239
13 Pages 21 through 51 of the Company'sAnnual
Report to Shareholders for fiscal year 2000
(only those portions of the Annual Report
incorporated by reference in this report are
deemed "filed"). 250
21.1 Subsidiaries of the Company 286
23.1 Consent of Independent Accountants -
PricewaterhouseCoopers LLP 289
23.2 Consent of Independent Auditors - KPMG LLP 290
99.1 Audit Report of KPMG LLP 291
* Management contract or compensatory plan.
(1) Incorporated by reference to exhibit included in the Company's
Registration Statement on Form S-8 (No. 333-56093).
(2) Incorporated by reference to exhibit included in the Company's
Registration Statement on Form S-8 (No. 33-71792).
(3) Incorporated by reference to exhibit included in the Company's
Registration Statement on Form S-8 (No. 33-79094).
(4) Incorporated by reference to exhibit included in the Company's
Registration Statement on Form S-8 (No. 33-52616).
(5) Incorporated by reference to exhibit included in the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1993, File No.
0-16211.
(6) Incorporated by reference to exhibit included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993, File
No. 0-16211.
(7) Incorporated by reference to exhibit included in the Company's Annual
Report on Form 10-K for the fiscal year December 31, 1994, File No.
0-16211.
25
(8) Incorporated by reference to exhibit included in the Company's Current
Report on Form 8-K dated January 10, 1996, File No. 0-16211.
(9) Incorporated by reference to exhibit included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995, File
No. 0-16211.
(10) Incorporated by reference to exhibit included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996, File
No. 0-16211.
(11) Incorporated by reference to exhibit included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997, File
No. 0-16211.
(12) Incorporated by reference to exhibit included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998, File
No. 0-16211.
(13) Incorporated by reference to exhibit included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, File
No. 0-16211.
26