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, 2001 ------------------ 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 17405REQUIRED 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 - ------------------------------------------------------------------------------- 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 ---------- ---------- Total investments 49,491,022 48,430,844 ---------- ---------- Receivables Employee contribution receivable 222,699 223,035 ---------- ---------- Total receivables 222,699 223,035 ---------- ---------- Net assets available for benefits $49,713,721 $48,693,879 ---------- ---------- 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 - ------------------------------------------------------------------------------- 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 --------- --------- (2,940,404) 172,806 --------- --------- Contributions: Participant 6,876,686 5,959,064 Participant rollovers 647,302 625,086 --------- --------- 7,523,988 6,584,150 --------- --------- Asset transfer from Friadent North Amercia Inc. Retirement Savings Plan 320,376 -- --------- --------- Total additions 4,903,960 6,756,956 Deductions: Payment of benefits 3,884,118 4,423,673 --------- --------- Net increase 1,019,842 2,333,283 Net assets available for benefits: Beginning of year 48,693,879 46,360,596 --------- --------- End of year $49,713,721 $48,693,879 --------- ---------
The accompanying notes are an integral part of these financial statements. 3DENTSPLY International Inc. 401(k) Savings Plan Notes to Financial Statements December 31, 2001 and 2000 - ------------------------------------------------------------------------------- 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 -------- ---------- $(3,729,340) $(2,045,784) -------- ---------- 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 - ------------------------------------------------------------------------------- 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 -------- $49,491,022 --------
* 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