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September 18, 2006
Via U.S. Mail and Facsimile
Gerald K. Kunkle Jr.
Chief Executive Officer
DENTSPLY International, Inc.
221 West Philadelphia Street
York, Pennsylvania 17405-0872
RE: DENTSPLY International Inc.
Form 10-K for the fiscal year ended December 31, 2005
File No. 0-16211
Dear Mr. Kunkle:
We have limited our review of your Form 10-K for the fiscal
year ended December 31, 2005, to disclosures relating to your
contacts with countries that have been identified as state
sponsors
of terrorism. Our review with respect to this issue does not
preclude further review by the Assistant Director group with
respect
to other issues. At this juncture, we are asking you to provide
us
with supplemental information, so that we may better understand
your
disclosure. Please be as detailed as necessary in your response.
After reviewing this information, we may raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General -
1. We note that on your website you list DENTSPLY Ltd, Syria under
the heading "Contact Us." Your website also lists Sudan on a drop
down menu of countries, and suggests contacts for Sudan should be
made through DENTSPLY Ltd, Middle East & Africa in the United
Kingdom. Your 10-K does not include any information regarding
contacts with Sudan or Syria. In light of the fact that Sudan and
Syria have been identified by the U.S. State Department as state
sponsors of terrorism, and are subject to U.S. economic sanctions,
please describe for us the extent and nature of your past,
current,
and anticipated contacts with those countries, if any, whether
through subsidiaries or other direct or indirect arrangements.
Discuss the materiality to you of such contacts, individually and
in
the aggregate; and whether those contacts, individually or in the
aggregate, constitute a material investment risk for your security
holders.
2. You state on page 2 of the 10-K that you have a "significant
market presence . . . in the Pacific Rim including . . . Korea . .
..
.." Exhibit 21.1 to the 10-K lists among your subsidiaries
Dentsply
Korea Limited. Please clarify whether these references to "Korea"
are to North Korea or South Korea. If either reference is to
North
Korea, a country identified by the U.S. as a state sponsor of
terrorism and subject to U.S. economic sanctions, please provide
the
same type of information regarding your contacts with North Korea
as
is requested by comment 1 with respect to your contacts with Sudan
and Syria.
3. Your materiality analysis should address materiality in
quantitative terms, including the approximate dollar amount of any
revenues, assets and liabilities associated with North Korea,
Sudan
and Syria. Please also address materiality in terms of
qualitative
factors that a reasonable investor would deem important in making
an
investment decision, including the potential impact of corporate
activities upon a company`s reputation and share value.
We note, for example, that Arizona and Louisiana have adopted
legislation that requires their state retirement systems to
prepare
reports regarding state pension fund assets invested in, and/or
permits divestment of state pension fund assets from, companies
that
do business with U.S.-designated state sponsors of terrorism.
Pennsylvania`s General Assembly has passed a resolution mandating
assessment and reporting of state pension fund assets invested in
companies that do business with certain U.S.-designated state
sponsors of terrorism. Illinois, Maine, New Jersey and Oregon
have
adopted legislation requiring reporting of interests in, or
divestment from, companies that do business with Sudan, and
similar
legislation has been proposed by several other states. Finally,
Harvard University, Yale University, Stanford University, and
other
educational institutions have adopted policies prohibiting
investment
in, and/or requiring divestment from, companies that do business
with
Sudan. Your materiality analysis should address the potential
impact
of the investor sentiment evidenced by such actions directed
toward
companies that operate in North Korea, Sudan and Syria.
Closing Comments
Please respond to this comment within 10 business days or
tell
us when you will provide us with a response. Please file your
response letter on EDGAR.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filings; and
the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.
Please understand that we may have additional comments after
we
review your response to our comment. Please contact Jack
Guggenheim
at (202) 551-3523 if you have any questions about the comment or
our
review. You may also contact me at (202) 551-3470.
Sincerely,
Cecilia D. Blye, Chief
Office of Global Security
Risk
cc: Peggy Fisher
Division of Corporation Finance
Gerald K. Kunkle Jr.
DENTSPLY International, Inc.
September 18, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546
DIVISION OF
CORPORATION FINANCE