<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
DENTSPLY INTERNATIONAL INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DENTSPLY INTERNATIONAL INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
-------------------------------------------------------------------------------
DENTSPLY INTERNATIONAL
570 West College Avenue
P.O. Box 872
York, PA 17405-0872
(717) 845-7511
Fax (717) 854-2343
April 21, 1995
Dear DENTSPLY Stockholder:
You are cordially invited to attend the 1995 Annual Meeting of Stockholders
to be held on Wednesday, May 24, 1995, at 9:30 a.m., at the Company's Employee
Meeting Room in York, Pennsylvania.
The Annual Meeting will begin with a report on Company operations, followed
by discussion and voting on the matters described in the accompanying Notice of
Annual Meeting and Proxy Statement.
Whether or not you plan to attend, you can ensure that your shares are
represented at the Annual Meeting by promptly completing, signing, dating and
returning the enclosed proxy card in the envelope provided.
Sincerely,
Burton C. Borgelt
Chairman of the Board and Chief
Executive Officer
<PAGE> 3
DENTSPLY INTERNATIONAL INC.
570 WEST COLLEGE AVENUE
YORK, PENNSYLVANIA 17405-0872
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, MAY 24, 1995
------------------------
The Annual Meeting of Stockholders (the "Annual Meeting") of DENTSPLY
International Inc., a Delaware corporation (the "Company"), will be held on
Wednesday, May 24, 1995, at 9:30 a.m., local time, at the Company's Employee
Meeting Room, 570 West College Avenue, York, Pennsylvania, for the following
purposes:
1. To elect four Class III directors to serve for a term of three
years and until their respective successors are duly elected and qualified;
2. To ratify the appointment of KPMG Peat Marwick LLP, independent
certified public accountants, to audit the books and accounts of the
Company for the year ending December 31, 1995; and
3. To transact such other business as may properly come before the
Annual Meeting and any and all adjournments and postponements thereof.
The Board of Directors has fixed the close of business on April 7, 1995 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting and any adjournment or postponement thereof.
The enclosed proxy is solicited by the Board of Directors of the Company.
Reference is made to the accompanying Proxy Statement for further information
with respect to the business to be transacted at the Annual Meeting.
A complete list of the stockholders entitled to vote at the Annual Meeting
will be available during ordinary business hours for examination by any
stockholder, for any purpose germane to the Annual Meeting, for a period of at
least ten days prior to the Annual Meeting, at the Company's Employee Meeting
Room, 570 West College Avenue, York, Pennsylvania.
THE BOARD OF DIRECTORS URGES YOU TO COMPLETE, SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD PROMPTLY. YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL
MEETING IN PERSON. THE RETURN OF THE ENCLOSED PROXY CARD WILL NOT AFFECT YOUR
RIGHT TO REVOKE YOUR PROXY OR TO VOTE IN PERSON IF YOU DO ATTEND THE ANNUAL
MEETING.
By order of the Board of Directors,
J. PATRICK CLARK
Vice President, Secretary
and General Counsel
York, Pennsylvania
April 21, 1995
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWNED
ON THE RECORD DATE.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND
SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR
CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE TO THE COMPANY OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING YOUR PROXY PROMPTLY.
<PAGE> 4
DENTSPLY INTERNATIONAL INC.
570 WEST COLLEGE AVENUE
YORK, PENNSYLVANIA 17405-0872
------------------------
PROXY STATEMENT
------------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of DENTSPLY International Inc., a Delaware
corporation ("DENTSPLY" or the "Company"), for use at the Company's 1995 Annual
Meeting of Stockholders (together with any and all adjournments and
postponements thereof, the "Annual Meeting") to be held on Wednesday, May 24,
1995, at 9:30 a.m., local time, at the Company's Employee Meeting Room, 570 West
College Avenue, York, Pennsylvania, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. This Proxy Statement,
together with the foregoing Notice and the enclosed proxy card, are first being
sent to stockholders on or about April 21, 1995.
The Company is the surviving corporation of the merger (the "Merger") of a
company formerly known as Dentsply International Inc. ("Old Dentsply") with and
into the Company effective June 11, 1993. In connection with the Merger, the
Company changed its name to "DENTSPLY International Inc." Prior to the Merger,
the Company's name was GENDEX Corporation ("Gendex").
The Board of Directors has fixed the close of business on April 7, 1995 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting. On the record date, there were 26,837,373 shares
of Common Stock of the Company, par value $.01 per share ("Common Stock"),
outstanding and entitled to vote. Each share of Common Stock is entitled to one
vote per share on each matter properly brought before the Annual Meeting. Shares
can be voted at the Annual Meeting only if the stockholder is present in person
or is represented by proxy. The presence, in person or by proxy, at the Annual
Meeting of shares of Common Stock representing at least a majority of the total
number of shares of Common Stock outstanding on the record date will constitute
a quorum for purposes of the Annual Meeting.
The Board of Directors knows of no matters which are to be brought before
the Annual Meeting other than those set forth in the accompanying Notice of
Annual Meeting of Stockholders. If any other matters properly come before the
Annual Meeting, the persons named in the enclosed proxy card, or their duly
appointed substitutes acting at the Annual Meeting, will be authorized to vote
or otherwise act thereon in accordance with their judgment on such matters. If
the enclosed proxy card is properly executed and returned prior to voting at the
Annual Meeting, the shares represented thereby will be voted in accordance with
the instructions marked thereon. In the absence of instructions, shares
represented by executed proxies will be voted as recommended by the Board of
Directors.
Any proxy may be revoked at any time prior to its exercise by attending the
Annual Meeting and voting in person, by notifying the Secretary of the Company
of such revocation in writing or by delivering a duly executed proxy bearing a
later date, provided that such notice or proxy is actually received by the
Company prior to the taking of any vote at the Annual Meeting.
The cost of solicitation of proxies for use at the Annual Meeting will be
borne by the Company. Solicitations will be made primarily by mail or by
facsimile, but regular employees of the Company may solicit proxies personally
or by telephone.
Brokers, banks and other nominee holders will be requested to obtain voting
instructions of beneficial owners of stock registered in their names. Shares
represented by a duly completed proxy submitted by a nominee holder on behalf of
beneficial owners will be counted for quorum purposes, and will be voted to the
extent instructed by the nominee holder on the proxy card. The rules applicable
to a nominee holder may preclude it from voting the shares that it holds on
certain kinds of proposals unless it receives voting instructions from the
beneficial owners of the shares (sometimes referred to as "broker non-votes").
<PAGE> 5
ELECTION OF DIRECTORS
The Amended and Restated Certificate of Incorporation and the By-Laws of
the Company provide that the number of directors (which is to be not less than
three) is to be determined from time to time by resolution of the Board of
Directors. The Board is currently comprised of 10 persons.
Pursuant to the Company's Amended and Restated Certificate of
Incorporation, the members of the Board of Directors are divided into three
classes. Each class is to consist, as nearly as may be possible, of one-third of
the whole number of members of the Board. The term of the Class III directors
expires at the Annual Meeting. The terms of the Class I and Class II directors
will expire at the 1996 and 1997 Annual Meetings of Stockholders, respectively.
At each Annual Meeting, the directors elected to succeed those whose terms
expire are of the same class as the directors they succeed and are elected for a
term to expire at the third Annual Meeting of Stockholders after their election
and until their successors are duly elected and qualified. A director elected to
fill a vacancy is elected to the same class as the director he succeeds, and a
director elected to fill a newly created directorship holds office until the
next election of the class to which such director is elected.
The four incumbent Class III directors are nominees for election this year
for a three-year term expiring at the 1998 Annual Meeting of Stockholders. In
the election, the four persons who receive the highest number of votes actually
cast will be elected. Broker non-votes will not be treated as votes cast. The
proxies named in the proxy card intend to vote for the election of the four
Class III nominees listed below unless otherwise instructed. If a holder does
not wish his or her shares to be voted for a particular nominee, the holder must
identify the exception in the appropriate space provided on the proxy card, in
which event the shares will be voted for the other listed nominees. If any
nominee becomes unable to serve, the proxies may vote for another person
designated by the Board of Directors or the Board may reduce the number of
directors. The Company has no reason to believe that any nominee will be unable
to serve.
Set forth below is certain information with regard to each of the nominees
for election as Class III directors and each continuing Class I and Class II
Director.
NOMINEES FOR ELECTION AS CLASS III DIRECTORS
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
<S> <C>
Michael J. Coleman............... Mr. Coleman is the President of Cape Publications and
Age 51 publisher of FLORIDA TODAY, Melbourne, Florida, and has
been the President of the South Regional Newspapers Group
since 1991. Prior thereto, Mr. Coleman was the President
and publisher of the Rockford Register Star, from July
1986 to May 1991. Mr. Coleman is a member of the American
Newspaper Publishers Association and the American Society
of Newspaper Editors. Mr. Coleman has served as a director
of the Company since 1991.
Arthur A. Dugoni, D.D.S., M.S.D.. Dr. Dugoni has been Dean of the University of the Pacific
Age 69 School of Dentistry since 1978. He is President of the
American Association of Dental Schools, and has served as
President (1988), Treasurer (1987) and a member of the
Board of Trustees (1989 to 1990) of the American Dental
Association. Since 1992, Dr. Dugoni has been Treasurer of
the Federation Dentaire Internationale, an international
organization representing over 85 countries in the areas
of oral health and education. He was Director of the
American Fund for Dental Health, a foundation that raises
money to improve public health and the quality of dental
education, from 1990 to 1993. Dr. Dugoni has served as a
director of the Company since 1993.
</TABLE>
-2-
<PAGE> 6
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
<S> <C>
John C. Miles II................. Mr. Miles has been President and Chief Operating Officer
Age 53 and a director of the Company since the Merger. Prior to
that time he served as President and Chief Operating
Officer and a director of Old Dentsply commencing in
January 1990. From January 1988 until December 1989, Mr.
Miles served as Senior Vice President/ International
Operations of Old Dentsply. He was Director of European
Operations of Old Dentsply from May 1986 to December 1987,
and from June 1985 to April 1986 he was General Manager of
Old Dentsply's York Laboratory Products Division (now
known as the Trubyte Division). From 1978 to June 1985,
Mr. Miles was employed in various capacities with
Rhone-Poulenc, most recently as Senior Vice
President--General Manager of its Systems Division.
W. Keith Smith................... Mr. Smith has been Vice Chairman and a director of Mellon
Age 60 Bank Corporation and Mellon Bank, N.A. since January 1990.
He has also served as Chairman and Chief Executive Officer
of The Boston Company and Boston Safe Deposit & Trust
Company since May 1993. In addition, from August 1994
until January 1995 he served as Chief Operating Officer of
The Dreyfus Corporation, and since January 1995 he has
served as Chairman of the Board of The Dreyfus
Corporation. Prior to 1990, he served as Vice Chairman and
Chief Financial Officer of Mellon Bank Corporation and
Mellon Bank, N.A. Mr. Smith has served as a director of
the Company since the Merger and prior thereto served as a
director of Old Dentsply.
</TABLE>
DIRECTORS CONTINUING AS CLASS I DIRECTORS
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
<S> <C>
Burton C. Borgelt................ Mr. Borgelt, the Chairman of the Board of the Company, was
Age 62 named as Chief Executive Officer of the Company upon the
resignation of John J. McDonough as Chief Executive
Officer on February 8, 1995. Mr. Borgelt has served as
Chairman of the Board and a director of the Company since
the Merger. Prior thereto, Mr. Borgelt served as Chairman
of the Board and Chief Executive Officer of Old Dentsply
commencing in March 1989 and as the Chief Executive
Officer and a director of Old Dentsply commencing in
February 1981. Mr. Borgelt also serves as a director of
Mellon Bank Corporation, De Vlieg Bullard, Inc. and Quill
Corporation.
Douglas K. Chapman............... Mr. Chapman has been retired since March 1993. From
Age 67 January 1978 to March 1993, he was Chairman and a director
of ACCO World Corporation, a company involved in the
manufacture and sale of office products, and from January
1987 to December 1990, he was also the Chief Executive
Officer of ACCO World Corporation. Mr. Chapman has served
as a director of the Company since the Merger and prior
thereto served as a director of Old Dentsply.
Arthur L. Herbst, M.D............ Dr. Herbst has served since 1976 as Distinguished Service
Age 63 Professor and Chairman of the Department of Obstetrics and
Gynecology at the University of Chicago, Chicago,
Illinois. Dr. Herbst has served as a director of the
Company since 1988.
</TABLE>
-3-
<PAGE> 7
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
<S> <C>
John J. McDonough................ Mr. McDonough has served as Vice Chairman of the Board
Age 58 since the Merger. From the Merger until February 1995, he
was Chief Executive Officer of the Company, and prior to
the Merger he had served as Chairman and Chief Executive
Officer of Gendex since he co-founded Gendex in 1983. From
1983 through 1991 he was also President and Chief
Executive Officer of Gendex, and from 1983 through 1989 he
held the additional office of Treasurer of Gendex. From
1981 to 1983, Mr. McDonough was Senior Vice President,
Finance of Newell Co., a New York Stock Exchange listed
manufacturer of products for the do-it-yourself hardware
and housewares market. He currently serves as a director
of Newell Co., of Amresco Inc., (an asset management and
disposition firm) and of Bank One, Chicago, N.A. Mr.
McDonough is a Certified Public Accountant and a past
member of the Financial Accounting Standards Board
Advisory Council. Mr. McDonough has been a director of the
Company since 1983.
</TABLE>
DIRECTORS CONTINUING AS CLASS II DIRECTORS
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
<S> <C>
William S. Green................. Mr. Green has been a Managing Director of the firm of
Age 52 Cravey Green & Wahlen Inc., a venture capital investment
firm in Atlanta, Georgia, since 1985. Prior thereto, Mr.
Green was a Managing Director in the investment banking
department of Dean Witter Reynolds, Inc. He currently
serves as a director of Amresco Inc. and Cameron Ashley
Inc. Mr. Green has served as a director of the Company
since 1987.
Leslie A. Jones.................. Mr. Jones has been Chairman and a director of OBOS Inc., a
Age 55 manufacturer of communication devices, since August 1993.
From 1992 until August 1993 he was a private investor.
From January 1991 to January 1992, he was a Senior Vice
President and Special Assistant to the President of Old
Dentsply. Prior to that time, Mr. Jones served as Old
Dentsply's Senior Vice President of North American
Operations. Mr. Jones has served as a director of the
Company since the Merger, and prior thereto served as a
director of Old Dentsply.
</TABLE>
C. William Vatz, a director of the Company since 1983, and a co-founder,
with Mr. McDonough, of Gendex, retired from the Company's Board of Directors in
March 1995. Mr. Vatz had been a Class II director.
The Company's Board of Directors met five times during 1994. The Board has
an Executive Committee, an Audit Committee, a Compensation Committee and a
Nominating Committee.
-4-
<PAGE> 8
The Executive Committee provides guidance to the executive officers of the
Company between meetings of the Board. The members of the Executive Committee
are Messrs. McDonough (Chairman), Borgelt and Miles. The Executive Committee
held two meetings during 1994.
The Audit Committee is responsible for nominating the Company's independent
auditors for approval by the Board; reviewing the scope, results and costs of
the audit with the Company's independent auditors; reviewing the financial
statements of the Company and the audit function to ensure compliance with
requirements of regulatory agencies and appropriate disclosure of necessary
information to the stockholders of the Company. The members of the Audit
Committee are Messrs. Smith (Chairman), Green and Jones. The Audit Committee met
twice during 1994.
The Compensation Committee is responsible for administering compensation
levels for all executive officers of the Company and for administering the
Company's 1993 Stock Option Plan. The members of the Compensation Committee are
Dr. Herbst (Chairman) and Messrs. Chapman and Coleman. The Compensation
Committee met three times during 1994.
The Nominating Committee is responsible for identifying and recommending
individuals to serve on the Board. The members of this Committee during 1994
were Messrs. Borgelt and Vatz and Dr. Dugoni (since March 1994); Mr. Vatz
retired from the Nominating Committee in March 1995. The Nominating Committee
met once during 1994. The Company's By-Laws require that stockholders seeking to
nominate persons for election to the Board, or to propose other business to be
brought before an Annual Meeting of Stockholders, comply with certain
procedures. See "Other Matters."
RATIFICATION OF APPOINTMENT OF INDEPENDENT CERTIFIED ACCOUNTANTS
The Board of Directors has selected KPMG Peat Marwick LLP to serve as the
Company's principal accountants for the year ending December 31, 1995. In the
event the appointment of KPMG Peat Marwick LLP for 1995 is ratified, it is
expected that KPMG Peat Marwick LLP will also audit the books and accounts of
certain subsidiaries of the Company at the close of their current fiscal years.
A representative of KPMG Peat Marwick LLP will be present at the Annual Meeting
and will have the opportunity to make a statement, if such person desires to do
so, and to respond to appropriate questions.
On July 14, 1993, Ernst & Young LLP, the firm that had audited Gendex's
books and accounts since its formation in 1983, notified the Company that Ernst
& Young LLP was resigning as independent auditors of the Company and its
subsidiaries. The reason provided by Ernst & Young LLP for its resignation was
the effect on Ernst & Young LLP's independence of a family relationship
involving a member of Ernst & Young LLP which arose as a result of the Merger.
In connection with the audits of the Company for the fiscal year ended March 31,
1993 and for the subsequent interim period of its engagement through July 14,
1993, there were no disagreements with Ernst & Young LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures which disagreements if not resolved to Ernst & Young LLP's
satisfaction would have caused them to make reference in connection with their
report of independent auditors to the subject matter of the disagreement. The
audit report of Ernst & Young LLP on the consolidated financial statements of
the Company as of and for the year ended March 31, 1993, did not contain any
adverse opinion or disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope or accounting principles. It is not expected that a
representative of Ernst & Young LLP will attend the Annual Meeting.
-5-
<PAGE> 9
On July 15, 1993, Price Waterhouse LLP, which had served as principal
accountants of Old Dentsply, was replaced, and KPMG Peat Marwick LLP was engaged
as principal accountants for the Company. The decision to change accountants was
recommended by the Audit Committee of the Board and approved by the Board and
the stockholders. In connection with the audits of the Company for the fiscal
year ended December 31, 1992, for the subsequent interim period of its
engagement through July 15, 1993, and through the date of its opinion rendered
on October 22, 1993, there were no disagreements with Price Waterhouse LLP on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements if not resolved
to Price Waterhouse LLP's satisfaction would have caused them to make reference
in connection with their opinion to the subject matter of the disagreement. The
audit report of Price Waterhouse LLP on the consolidated financial statements of
the Company as of and for the year ended December 31, 1992, did not contain any
adverse opinion or disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope or accounting principles. It is not expected that a
representative of Price Waterhouse LLP will attend the Annual Meeting.
The proposal to ratify the appointment of KPMG Peat Marwick LLP will be
approved by the stockholders if it receives the affirmative vote of a majority
of the votes cast by stockholders entitled to vote on the proposal. If a proxy
card is specifically marked as abstaining from voting on the proposal, the
shares represented thereby will not be counted as having been voted for or
against the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE
SELECTION OF KPMG PEAT MARWICK LLP AS INDEPENDENT AUDITORS.
-6-
<PAGE> 10
EXECUTIVE COMPENSATION
Summary Compensation
The following table sets forth information regarding compensation of
certain executive officers (the "named executive officers") of the Company for
the years ended December 31, 1994, 1993, and 1992.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------------- ---------------------------------
AWARDS PAYOUTS
---------------------- -------
OTHER ANNUAL RESTRICTED ALL OTHER
COMPEN- STOCK OPTIONS/ LTIP COMPEN-
NAME AND SALARY BONUS SATION AWARD(S) SARS PAYOUTS SATION(1)
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
------------------ ---- --- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Burton C. Borgelt 1994 350,000 -- -- -- 15,000(3) -- 4,600
Chairman of the 1993 333,000 416,706 -- -- -- -- 60,000
Board(2) 1992 320,000 428,257 -- -- -- -- 60,000
John J. McDonough 1994 535,000 351,750 -- -- 40,100 -- 1,840
Vice Chairman of the 1993 350,000 375,000 -- -- -- -- --
Board and Chief 1992 312,500 150,000 -- -- 120,000(4) -- --
Executive Officer(2)
John C. Miles II 1994 372,000 210,000 -- -- 27,900 -- 4,600
President and Chief 1993 227,000 344,341 -- -- -- -- 60,000
Operating Officer 1992 216,000 353,958 -- -- -- -- 60,000
John H. Weiland 1994 185,000 102,906 -- -- 11,600 -- 4,600
Senior Vice President, 1993 152,000 110,415 -- -- -- -- 44,291
North American 1992 145,000 113,832 -- -- -- -- 26,233
Operations
Edward D. Yates 1994 185,000 97,125 -- -- 11,600 -- 4,600
Senior Vice President 1993 153,000 119,242 -- -- -- -- 44,396
and Chief Financial 1992 147,000 122,313 -- -- -- -- 35,275
Officer
<FN>
- ---------
(1) Includes amounts contributed to The DENTSPLY International Inc. Employee
Stock Ownership Plan (the "Company ESOP") and amounts accrued for the named
executive officers under DENTSPLY's Deferred Compensation Plan (the
"Deferred Compensation Plan"). Under the Internal Revenue Code of 1986, as
amended (the "Internal Revenue Code"), the maximum amount that can be
contributed annually to the Company ESOP in respect of any employee is
generally an amount equal to the lesser of $30,000 or 25% of such
employee's covered compensation. Contributions to the Company ESOP in 1994,
1993, and 1992 were: $4,600, $30,000 and $30,000 for Mr. Borgelt; $1,840,
$0 and $0 for Mr. McDonough; $4,600, $30,000 and $30,000 for Mr. Miles;
$4,600, $30,000 and $26,233 for Mr. Weiland; and $4,600, $30,000 and
$30,000 for Mr. Yates, respectively. Under the Deferred Compensation Plan,
an eligible employee was entitled to be credited with units that were
equivalent to the shares of Common Stock that would have been allocated to
such employee's Company ESOP account but for the Internal Revenue Code
limitation, up to a maximum contribution amount of $60,000. At the time of
the Merger, participants received payments in cash for units allocated to
their accounts based on the then most recently determined value of a share
of Common Stock. Contributions to the Deferred Compensation Plan in 1993
and 1992 were: $30,000 and $30,000 for Mr. Borgelt; $30,000 and $30,000 for
Mr. Miles; $14,291 and $0 for Mr. Weiland; and $14,396 and $5,275 for Mr.
Yates, respectively.
(2) In February 1995, Mr. Borgelt became Chief Executive Officer of the
Company, upon the resignation of Mr. McDonough from that office.
(3) Consists of a Nonstatutory Stock Option to purchase 15,000 shares of Common
Stock of the Company at an exercise price of $44.50 per share.
(4) Consists of a Nonstatutory Stock Option to purchase 120,000 shares of
Common Stock of the Company at an exercise price of $12.50 per share.
</TABLE>
-7-
<PAGE> 11
Stock Options
The Company maintains four stock option plans pursuant to which options to
acquire shares of the Company's Common Stock have been granted to key employees
and directors of the Company. Participation in the Company's stock option plans
is generally limited to full-time employees and directors of the Company.
Options are granted under these plans at 100% of the fair market value of the
Company's Common Stock on the date of grant. Under the Company's 1987 Stock
Option Plan, the aggregate number of shares of Common Stock that may be issued
pursuant to options is 560,000 shares; under the Company's 1992 Stock Option
Plan, the aggregate number of shares of Common Stock that may be issued pursuant
to options is 440,000 shares; under the Company's 1993 Stock Option Conversion
Plan, the aggregate number of shares of Common Stock that may be issued pursuant
to options is 27,927 shares; and under the Company's 1993 Stock Option Plan (the
"1993 Stock Option Plan"), the aggregate number of shares of Common Stock that
may be issued pursuant to options is the greater of 5% of the number of shares
outstanding on December 31 of each year or 1,000,000 shares. The maximum number
of shares of Common Stock issued under such plans is subject to adjustment in
the event of certain fundamental corporate transactions specified in the
respective plans, such as mergers, consolidations, recapitalizations,
reorganizations, stock splits and stock dividends.
The following table sets forth certain information with respect to grants
of options during the year ended December 31, 1994 and their potential
realizable values.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
- ---------------------------------------------------------------------------------------- VALUE AT ASSUMED ANNUAL
% OF TOTAL RATES OF STOCK PRICE
OPTIONS APPRECIATION FOR OPTION
NUMBER OF GRANTED TO EXERCISE TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION ------------------------
NAME GRANTED (#) FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
---- ----------- ------------ --------- ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Burton C. Borgelt............ 15,000 3.73 44.50 01/13/2004 1,087,287 1,731,323
John J. McDonough............ 40,100 9.97 44.50 01/13/2004 2,906,681 4,628,404
John C. Miles II............. 27,900 6.93 44.50 01/13/2004 2,022,354 3,220,261
John H. Weiland.............. 11,600 2.88 44.50 01/13/2004 840,835 1,338,890
Edward D. Yates.............. 11,600 2.88 44.50 01/13/2004 840,835 1,338,890
</TABLE>
The following table sets forth certain information with respect to the
exercise of options during the year ended December 31, 1994 and the value of
options held at that date.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT FISCAL IN-THE-MONEY OPTIONS AT
YEAR-END FISCAL YEAR-END ($)(1)
SHARES ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Burton C. Borgelt...... -- -- 15,000 -- -- --
John J. McDonough...... -- -- 120,000 40,100 2,280,000 --
John C. Miles II ...... -- -- -- 27,900 -- --
John H. Weiland........ -- -- -- 11,600 -- --
Edward D. Yates........ -- -- -- 11,600 -- --
<FN>
- ---------
(1) Represents the difference between the last reported sale price of the Common
Stock as reported on the Nasdaq National Market on December 31, 1994
($31.50) and the exercise price of the options, multiplied by the number of
shares of Common Stock issuable upon exercise of the options.
</TABLE>
-8-
<PAGE> 12
Split Dollar Insurance Agreement
The Company and The McDonough Insurance Trust (the "Trust") are parties to
a Split Dollar Insurance Agreement (the "Split Dollar Agreement") dated April 4,
1988 pursuant to which the Company has agreed to pay premiums on a life
insurance policy (the "Policy") on the life of Marilyn McDonough, John J.
McDonough's wife, with a current death benefit of approximately $5,000,000. The
beneficiary of the Policy is the Trust and the beneficiaries of the Trust are
the five children of John J. McDonough. The Split Dollar Agreement requires the
Trust to reimburse the Company on an annual basis for that portion of the
premiums paid by the Company which is attributable for income tax purposes to
the purchase of the death benefit provided by the Policy. All other premiums
paid by the Company during the term of the Split Dollar Agreement are to be
reimbursed by the Trust to the Company in full when the policy is terminated or
canceled, when Mrs. McDonough dies and the death benefit is paid, or upon the
termination of Mr. McDonough's employment. As collateral to secure the payment
of the premiums payable by the Trust to the Company, the Trust has pledged the
cash surrender value of the Policy to the Company and the beneficiaries of the
Trust have guaranteed (on a pro rata basis) the obligations of the Trust to the
Company. The guarantees provided by the beneficiaries are secured by certain
shares of Common Stock.
Employment Agreements
The Company has entered into employment agreements with each of the
individuals named in the Summary Compensation Table. During 1994, John J.
McDonough was employed under an employment agreement with the Company effective
May 21, 1993; pursuant to an agreement with the Company dated February 8, 1995
(the "1995 Agreement"), the 1993 employment agreement was terminated, and Mr.
McDonough agreed to continue to serve as an employee of the Company, and in that
capacity to render consulting services to the Company as requested. The 1995
Agreement provides that, if Mr. McDonough dies after the inception of the
"Consulting Period" (as defined in the 1995 Agreement) and prior to the
expiration of the 1995 Agreement or its earlier termination by Mr. McDonough,
the Company will be obligated to pay to Mr. McDonough's heirs or legatees the
amounts that would be payable as salary under the 1995 Agreement for the balance
of its term. Under the 1995 Agreement, the Company agreed to purchase from
McDonough family interests up to 800,000 shares of Common Stock at $34.47 per
share; all of such shares were repurchased by the Company on February 15, 1995
for an aggregate of $27,574,400, with a settlement date of March 2, 1995.
In addition, prior to the Merger, Old Dentsply had entered into employment
agreements with Burton C. Borgelt, John C. Miles II, John H. Weiland and Edward
D. Yates; the agreement with Mr. Borgelt has since been amended to provide for a
term expiring December 31, 1997. Each of these employment agreements provides
that, upon termination of such individual's employment with the Company as a
result of the employee's death, the Company is obligated to pay the employee's
estate the then current base compensation of the employee for a period of one
year following the date of the employee's death, together with the employee's
pro rata share of any incentive or bonus payments due for the period prior to
the employee's death. Each of the employment agreements also provides that, in
the event that the employee's employment is terminated by the Company (in
certain cases without "cause," as defined in the employment agreements) or by
the employee with "good reason" (as described in the employment agreements), (i)
the Company will be obligated to pay the employee for a period of two years
subsequent to termination of employment at the rate paid to the employee during
the prior 12 month period, and (ii) the employee will be entitled to receive the
benefits that would have been accrued by him during the two year period
following termination of employment under all employee benefit plans, programs
or other arrangements of the Company or any of its affiliates in which the
employee participated before the termination of his employment. In the event
that such termination of employment is made by the Company without cause or by
the employee with good reason after a "change in control" (as defined in the
employment agreements), the employee may require the Company to pay to the
employee, within five days after the employee's request for such payment, the
present value of the amounts that would have been payable to him under the
employment agreement during the two year period following such termination of
employment.
-9-
<PAGE> 13
The Company has also entered into employment agreements with certain other
members of senior management having terms substantially similar to those
described above.
Supplemental Retirement Benefits
Pursuant to an agreement with the Company, Mr. Borgelt will be provided
with supplemental retirement benefits of approximately $23,000 per year, based
upon 24 years of credited service at certain historical rates of compensation
less vested benefits from plans of other employers. The benefits to be provided
by the Company are unfunded.
Compensation of Directors
During 1994, members of the Board of Directors who were not employees of
the Company ("Outside Directors") received an annual fee of $17,000 and an
additional fee of $1,000 for each meeting attended. For 1995, Outside Directors
are to receive an annual fee of $20,000 ($22,000 for Outside Directors who are
chairpersons of either the Compensation Committee or Audit Committee) and an
additional fee of $1,000 for each meeting attended. In addition, in 1993 each
Outside Director received a nondiscretionary grant of options to purchase 3,000
shares of Common Stock under the 1993 Stock Option Plan. Each Outside Director
will automatically receive an additional grant of 3,000 options on every third
anniversary of the date of the initial grant of options. Directors are
reimbursed for travel and other expenses relating to attendance at Board and
Committee meetings.
During 1994, the Company established the Directors' Deferred Compensation
Plan (the "Deferred Plan"), which permits members of the Board of Directors who
are not employees of the Company to elect to defer receipt of directors' fees or
other compensation for their services as directors. Payment under the Deferred
Plan will not be made to any Outside Director until the director ceases to be a
Board member.
Compensation Committee Interlocks and Insider Participation
Dr. Herbst and Messrs. Chapman and Coleman were members of the Compensation
Committee during 1994.
The Company leases its Des Plaines, Illinois facility (the "Des Plaines
Facility") from McDonough Partners I, an Illinois partnership consisting of John
J. McDonough, Edwin J McDonough, Allison J. McDonough, J. B. Bultman and Arthur
L. Herbst, M.D. (the "Partnership"). The interests of each of the partners in
the Partnership are as follows: John J. McDonough, 64%; Dr. Herbst, 11%, Edwin
J. McDonough, 10%; J. B. Bultman, 8.2% and Allison J. McDonough, 6.8%. John J.
McDonough and Dr. Herbst are directors of the Company. John J. McDonough is the
father of Edwin J. McDonough and Allison J. McDonough. Based on appraisals
received from an independent appraisal firm and as a result of negotiations
between the Partnership and a special committee of the Board appointed to advise
the Company with respect to the terms of the proposed transaction, the
Partnership had purchased the Des Plaines Facility from Midwest Dental Products
Corporation, a subsidiary of the Company ("Midwest"), for $5,500,000 which was
paid in cash at the closing of the transaction in September 1991. At the time of
the Company's acquisition of Midwest, the Des Plaines Facility was allocated a
value of $5,400,000 based on an appraisal performed for the Company's lender in
connection with a credit agreement. The term of the lease between the
Partnership and the Company is 20 years with the Company having an option to
extend the term of the lease for one additional five year term. The annual
rental currently payable by the Company to the Partnership is $3.82 per square
foot, or approximately $651,358 per year, subject, however, to increase on an
annual basis as determined by an annual independent appraisal. The lease
provides that the maximum cumulative increase in the amount of the rental
payable by the Company to the Partnership cannot exceed 3% per year during the
term of the lease. The lease provides that the Company is responsible for paying
all taxes, utilities, maintenance and repair costs with respect to the Des
Plaines Facility. The Company believes that the terms of the lease are no less
favorable to the Company that those which could have been obtained if the
transaction had been with unaffiliated third parties.
Pursuant to an agreement dated December 16, 1994, the Company sold its
collimator and cable x-ray accessory business for approximately $1.3 million to
a company controlled by Edwin J. McDonough, the son of John J. McDonough.
See "Employment Agreements" above for a discussion of the agreement dated
February 8, 1995 between the Company and John J. McDonough.
-10-
<PAGE> 14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of March 1, 1995 held by each person
who is known by the Company to have been the beneficial owner of more than five
percent of the Company's Common Stock on such date, by each director and
executive officer of the Company (including each executive officer of the
Company named in the Summary Compensation Table) and by all directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY
DIRECTORS, EXECUTIVE OFFICERS -------------------------
AND FIVE PERCENT STOCKHOLDERS NUMBER PERCENT
----------------------------- ------ -------
<S> <C> <C>
The DENTSPLY International Inc.
Employee Stock Ownership Plan Trust............................... 7,418,368(1) 27.8
c/o State Street Bank
and Trust Company
P. O. Box 1389
Boston, MA 02104-1389
Burton C. Borgelt................................................... 449,177(2) 1.7
J. Patrick Clark.................................................... 142,396(3) *
Michael R. Crane.................................................... 24,681(4) *
John J. McDonough................................................... 248,313(5) *
John C. Miles II.................................................... 134,494(6) *
John H. Weiland..................................................... 24,558(7) *
Thomas L. Whiting................................................... 41,817(8) *
Edward D. Yates..................................................... 51,366(9) *
Douglas K. Chapman.................................................. 15,743(10) *
Michael J. Coleman.................................................. 33,100(11) *
Arthur A. Dugoni, D.D.S., M.S.D..................................... 1,000(10) *
William S. Green.................................................... 61,000(12) *
Arthur L. Herbst, M.D............................................... 43,400(13) *
Leslie A. Jones..................................................... 252,686(10) *
W. Keith Smith...................................................... 6,285(10) *
All directors and executive officers as a group (15 persons)........ 1,530,016(14) 5.7
<FN>
- ---------
* Less than 1%
(1) Participants in the Company ESOP have the right to direct the trustee of
the Company ESOP as to the voting of shares allocated to such participants'
accounts on all matters submitted to a vote of the stockholders of the
Company, including the election of directors. Unallocated shares and shares
as to which no directions are received by the trustee of the Company ESOP
are voted as directed by the Company ESOP Committee, which consists of
certain employees of the Company. As of March 1, 1995, 6,418,040 of the
shares held by the trust holding the assets of the Company ESOP were
allocated to participant accounts and 1,000,328 shares remained
unallocated. Each Company ESOP participant who is fully vested is entitled
to receive a distribution of all of the shares of Common Stock allocated to
his or her account as soon as practicable after such participant's
employment with the Company terminates. In general, except for certain
participants who are age 55 or older and have been participants in the
Company ESOP for at least 10 years, participants are not entitled to sell
shares allocated to their accounts until their employment has terminated
and the shares allocated to such participants' accounts are distributed to
them.
(2) Includes 57,352 shares owned by trusts of which Mr. Borgelt is a co-trustee
with shared investment and voting power, 82,891 shares allocated to the
Company ESOP account of Mr. Borgelt, and 15,000 shares which could be
acquired pursuant to the exercise of options exercisable within 60 days of
March 1, 1995.
(3) Includes 37,864 shares allocated to the Company ESOP account of Mr. Clark,
and 966 shares which could be acquired pursuant to the exercise of options
exercisable within 60 days of March 1, 1995.
</TABLE>
-11-
<PAGE> 15
(4) Includes 16,072 shares allocated to the Company ESOP account of Mr. Crane,
and 3,867 shares which could be acquired pursuant to the exercise of
options exercisable within 60 days of March 1, 1995.
(5) Includes 3,560 shares owned by Mr. McDonough's wife and 97,500 shares owned
by The McDonough Foundation, Inc. of which Mr. McDonough is the Treasurer.
Mr. McDonough disclaims beneficial ownership of all such shares. Also
includes 271 shares allocated to the Company ESOP account of Mr. McDonough,
and 133,367 shares which could be acquired pursuant to the exercise of
stock options exercisable within 60 days of March 1, 1995. Excludes shares
repurchased by the Company on February 15, 1995 with a settlement date of
March 2, 1995.
(6) Includes 47,782 shares allocated to the Company ESOP account of Mr. Miles,
5,897 shares held in Mr. Miles' individual retirement account, and 9,300
shares which could be acquired pursuant to the exercise of options
exercisable within 60 days of March 1, 1995.
(7) Includes 6,391 shares allocated to the Company ESOP account of Mr. Weiland,
and 3,867 shares which could be acquired pursuant to the exercise of
options exercisable within 60 days of March 1, 1995.
(8) Includes 28,955 shares allocated to the Company ESOP account of Mr.
Whiting, and 2,400 shares which could be acquired pursuant to the exercise
of options exercisable within 60 days of March 1, 1995.
(9) Includes 11,698 shares owned either directly or beneficially by Mr. Yates'
spouse, as to which he disclaims beneficial ownership. Also includes 35,801
shares allocated to the Company ESOP account of Mr. Yates, and 3,867 shares
which could be acquired pursuant to the exercise of options exercisable
within 60 days of March 1, 1995.
(10) Includes 1,000 shares which could be acquired pursuant to exercise of stock
options exercisable within 60 days of March 1, 1995.
(11) Includes 31,000 shares which could be acquired pursuant to the exercise of
stock options exercisable within 60 days of March 1, 1995.
(12) Includes 60,000 shares which could be acquired pursuant to the exercise of
a warrant exercisable within 60 days of March 1, 1995, and 1,000 shares
which could be acquired pursuant to the exercise of options exercisable
within 60 days of March 1, 1995.
(13) Includes 2,500 shares owned by Dr. Herbst's spouse, as to which he
disclaims beneficial ownership, and 20,900 shares which could be acquired
pursuant to the exercise of stock options exercisable within 60 days of
March 1, 1995.
(14) See Notes (2) through (13) above.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is pleased to present its report on executive
compensation. This report describes the components of the Company's executive
officer compensation programs and the basis on which compensation determinations
for 1994 were made with respect to the executive officers of the Company.
Following the Merger in 1993, the Company retained the consulting firm
Hewitt Associates ("Hewitt") to conduct a study of the Company's executive
compensation practices. The Compensation Committee reviewed the findings of this
study and made its recommendations to the Board of Directors of the Company at
the meeting held in January 1994.
COMPENSATION PHILOSOPHY
It is the philosophy of the Company that a significant portion of executive
compensation be directly linked to the Company's success in meeting profit,
growth and corporate performance goals, as well as increases in stockholder
value. The Compensation Committee utilizes the following objectives as
guidelines for compensation decisions:
-- Provide a competitive total compensation package that enables the
Company to attract and retain key personnel.
-12-
<PAGE> 16
-- Provide a broad-based compensation package that equitably recognizes the
contributions of all management personnel.
-- Provide variable compensation opportunities, primarily on an annual
basis, that are directly linked to corporate performance goals.
-- Provide long-term compensation opportunities, through stock options,
that align executive compensation with value received by stockholders.
The Company does not anticipate that it will be affected in the near future
by Section 162(m) of the Internal Revenue Code, which imposes an annual limit of
$1,000,000 per person on the federal income tax deduction for executive
compensation. If the Company were to determine that Section 162(m) might limit
the deductibility of certain payments, the Company would consider the steps
necessary to modify its compensation programs so that the problem of
non-deductibility would be avoided.
COMPENSATION PROGRAM COMPONENTS
The Compensation Committee periodically reviews the Company's compensation
programs to ensure that pay levels and incentive opportunities are competitive
and reflect the performance of the Company. The compensation program for
executive officers is comprised of the following components: base salary, annual
incentive compensation and stock options. Each of these components is summarized
below.
Base Salary. In January 1994, the Committee reviewed and approved the base
salaries of John J. McDonough, John C. Miles II, John H. Weiland, Michael R.
Crane and Edward D. Yates, in light of the information supplied by Hewitt
concerning industry practices and the recommendations made by Hewitt with
respect to the Company's compensation policies. The Committee approved an
increase in Mr. McDonough's base salary from $350,000 to $535,000, which the
Committee believed to be below the industry average for comparable companies.
The Compensation Committee also increased the base salary of Mr. Miles by more
than 50% to a level believed to be below the industry average for comparable
companies, and increased the base salaries of Messrs. Weiland, Crane and Yates
by approximately 14% each to levels believed to be below the industry average
for comparable companies. The Committee took no specific action at that time
with respect to the base salary of Mr. Borgelt, whose compensation was subject
to a pre-existing employment agreement.
Among the factors that the Compensation Committee considered in setting
base salaries for 1994 were its interpretation of the Hewitt report regarding
salary levels of executive officers of other companies in the health care
industry or companies of similar size and growth records in other industries,
and a subjective evaluation of each individual's job performance. While the
Committee believes that it will be appropriate over time to bring base salaries
into line with perceived industry averages for comparable companies, the amount
of any particular salary increase will also depend upon the individual's job
performance. In 1994, no particular factor was determinative and no weighting
was assigned to the factors considered. In addition to the Hewitt report, the
Chief Executive Officer's recommendations were taken into account in setting the
base salaries of executive officers other than the Chief Executive Officer.
Annual Incentive Compensation. Annual bonuses represent payments for the
achievement of short-term objectives and recognize both the overall performance
of the Company and individual performance in a given year. In January 1994, the
Compensation Committee discontinued participation by senior executives in bonus
programs maintained by the Company and instituted a new bonus policy for senior
executives.
Under this bonus policy, at the beginning of 1994, certain target award
opportunities were established for the Company's Chief Executive Officer, Chief
Operating Officer, Chief Financial Officer and Senior Vice Presidents. For the
CEO, COO and CFO, the target consisted solely of a budgeted level of corporate
net income, while for the Senior Vice Presidents the targets consisted of: (i)
the budgeted level of corporate net income; and (ii) the budgeted operating
income (after adjustment to reflect a charge for the assets employed) on the
level of the business group applicable to each such Senior Vice President. For
Messrs. McDonough and Miles, the bonus awards for 100% of targeted performance
were set at $335,000 and $200,000, respectively, while for Messrs. Weiland and
Yates the bonus awards for 100% of targeted performance were set at 50% of
-13-
<PAGE> 17
their respective base salaries. No bonus payment policy for Mr. Borgelt was
established by the Committee, and no bonus was awarded to Mr. Borgelt for 1994.
Stock Options. The Company's 1993 Stock Option Plan, which was adopted by
the Company following the Merger, is intended to motivate key employees to put
forth maximum efforts toward the continued growth, profitability and success of
the Company by providing incentives through the ownership and performance of the
Company's Common Stock. The plan is designed to provide benefits to key
management only to the extent that stockholders enjoy increases in value.
In 1994, 102,800 stock options were granted to the Company's executive
officers under the 1993 Stock Option Plan. In addition, 15,000 stock options
were granted to Burton C. Borgelt under a nonstatutory stock option agreement.
The Compensation Committee considered the respective stock and option holdings
of the executive officers of the Company in comparison with stock and option
holdings of top executives of companies of similar size and growth records,
based in large part upon the recommendations set forth in the Hewitt report, and
made option awards during 1994 that were intended to keep its executive
officers' holdings competitive with industry averages for comparable companies.
The Committee's policy is generally to make awards once every three years.
ARTHUR L. HERBST, M.D. DOUGLAS K. CHAPMAN MICHAEL J. COLEMAN
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
The following graph shows the cumulative total stockholder return on the
Company's Common Stock over the last five fiscal years as compared to the
returns of the Nasdaq Total Return Index and the Standard & Poor's Health Care
Index. The graph assumes that $100 was invested on December 31, 1989 in the
Company's Common Stock and in the Nasdaq Total Return Index and the Standard &
Poor's Health Care Index and assumes reinvestment of dividends.
<TABLE>
<CAPTION>
DENTSPLY S&P Health
Measurement Period International Care Com- Nasdaq Total
(Fiscal Year Covered) Inc. posite Index Return Index
<S> <C> <C> <C>
1989 100.0 100.0 100.0
1990 102.0 116.8 84.9
1991 267.3 178.0 136.3
1992 795.9 149.8 158.6
1993 718.4 137.6 180.9
1994 517.7 154.7 176.9
</TABLE>
-14-
<PAGE> 18
OTHER MATTERS
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, stockholders may present proper proposals for inclusion in the
Company's proxy statement and for consideration at the next Annual Meeting of
Stockholders by submitting such proposals to the Company in a timely manner. In
order to be so included for the 1996 Annual Meeting, stockholder proposals must
be received by the Company no later than December 26, 1995, and must otherwise
comply with the requirements of Rule 14a-8.
The Company's By-Laws provide that advance notice of stockholder-proposed
business to be brought before an Annual Meeting of Stockholders and of
nominations for election as directors must be given to the Secretary of the
Company not less than 60 days in advance of the date of the Annual Meeting. To
propose business for an Annual Meeting, a stockholder must specify in writing
the business desired to be brought before the Annual Meeting and the reasons for
conducting such business at the Annual Meeting, the proposing stockholder's name
and address, the class and number of shares beneficially owned by the
stockholder, and any material interest of the stockholder in such business. The
Company's By-Laws also provide that a stockholder may request that persons be
nominated for election as directors by submitting such request, together with
the written consent of the persons proposed to be nominated, to the Secretary of
the Company not less than 60 days prior to the date of the Annual Meeting. To be
in proper form, the nominating stockholder must set forth in writing, as to each
proposed nominee, the nominee's age, business address, and residence address,
principal occupation or employment, number of shares of Common Stock of the
Company beneficially owned by such person and such other information related to
such person as is required to be disclosed by applicable law, and, as to the
stockholder submitting the request, such stockholder's name and address as they
appear on the Company's books and the number of shares of Common Stock of the
Company owned beneficially by such person.
Under federal securities laws, the Company's directors, certain officers,
and persons holding more than 10% of the Common Stock of the Company are
required to report, within specified monthly and annual due dates, their initial
ownership and all subsequent acquisitions, dispositions or other transfers of
interest in Common Stock, if and to the extent reportable events occur which
require reporting of such due dates. The Company is required to describe in this
Proxy Statement whether it has knowledge that any person required to file such
report may have failed to do so in a timely manner. To the Company's knowledge,
all such filing requirements of the Company's directors, officers and each
beneficial owner of more than 10% of the Common Stock were satisfied in full
during 1994. The foregoing is based upon reports furnished to the Company and
written representations and information provided to the Company by the persons
required to make such filings.
STOCKHOLDERS MAY OBTAIN A COPY (WITHOUT EXHIBITS) OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1994 AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION WITHOUT CHARGE BY WRITING TO: DIRECTOR OF
INVESTOR RELATIONS, DENTSPLY INTERNATIONAL INC., 570 WEST COLLEGE AVENUE, YORK,
PENNSYLVANIA 17405-0872.
-15-
<PAGE> 19
PROXY PROXY
DENTSPLY INTERNATIONAL INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
MAY 24, 1995
The undersigned stockholder of DENTSPLY International Inc. (the "Company")
hereby appoints J. Patrick Clark and Marcus K. Dixon, III, and each of them, as
the attorneys and proxies of the undersigned, with full power of substitution,
to vote all shares of Common Stock, par value $.01 per share, of the Company
which the undersigned would be entitled to vote if personally present at the
Annual Meeting of Stockholders of the Company, to be held at the Company's
Employee Meeting Room, 570 West College Avenue, York, Pennsylvania, on
Wednesday, May 24, 1995, commencing at 9:30 a.m., local time, and at any
adjournment or postponement thereof, as follows:
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
<PAGE> 20
DENTSPLY INTERNATIONAL INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. / /
[ ]
<TABLE>
<S> <C> <C> <C>
1. Election of Class III Directors: FOR all nominees WITHHOLD To withhold authority to vote for
Nominees: Michael J. Coleman, Arthur A. Dugoni, listed (except those AUTHORITY TO any nominee, write the name of the
D.D.S., M.S.D., John C. Miles II and for whom authority VOTE FOR ALL nominee below:
W. Keith Smith. is being withheld) NOMINEES _____________________________________
/ / / /
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
2. Proposal to ratify the appointment of KPMG For Against Abstain In their discretion, the proxy holders are authorized
Peat Marwick LLP, independent certified / / / / / / to vote upon such other matters as may properly come
accountants, to audit the books and before the meeting.
accounts of the Company for the year UNLESS OTHERWISE SPECIFIED, THE SHARES OF COMMON STOCK
ending December 31, 1995. REPRESENTED HEREBY WILL BE VOTED "FOR" THE ELECTION AS
CLASS III DIRECTORS OF ALL THE NOMINEES LISTED AND
"FOR" PROPOSAL 2.
Dated:_____________________________________, 1995
_________________________________________________
Signature of Stockholder
_________________________________________________
Signature of Stockholder
</TABLE>
NOTE: Please sign this proxy exactly as name(s) appear on your stock
certificate. When signing as attorney-in-fact, executor, administrator, trustee
or guardian, please add your title as such, and if signer is a corporation,
please sign with full corporate name by a duly authorized officer or officers
and affix the corporate seal. Where stock is issued in the name of two (2) or
more persons, all such persons should sign.
IMPORTANT: PLEASE SIGN, DATE AND RETURN PROMPTLY.
<PAGE> 21
VOTING INSTRUCTIONS
DENTSPLY INTERNATIONAL INC.
ANNUAL MEETING OF STOCKHOLDERS, MAY 24, 1995
To State Street Bank & Trust Company, Trustee:
As a participant in the DENTSPLY International Inc. Employee Stock
Ownership Plan (the "ESOP"), I hereby instruct you to vote the shares of Common
Stock, par value $.01 per share ("Common Stock"), of DENTSPLY International
Inc. (the "Company") allocated to my ESOP account (a) in accordance with the
following direction and (b) to grant a proxy to the proxies nominated by the
Company's Board of Directors authorizing them to vote in their discretion upon
such other matters as may properly come before the meeting.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
<PAGE> 22
DENTSPLY INTERNATIONAL INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. / /
[ ]
<TABLE>
<S> <C> <C> <C>
1. Election of Class III Directors: FOR all nominees WITHHOLD To withhold authority to vote for
Nominees: Michael J. Coleman, Arthur A. Dugoni, listed (except those AUTHORITY TO any nominee, write the name of the
D.D.S., M.S.D., John C. Miles II and for whom authority VOTE FOR ALL nominee below:
W. Keith Smith. is being withheld) NOMINEES _____________________________________
/ / / /
</TABLE>
<TABLE>
<S> <C> <C> <C>
2. Proposal to ratify the appointment of KPMG For Against Abstain
Peat Marwick LLP, independent certified / / / / / /
accountants, to audit the books and accounts
of the Company for the year ending December 31,
1995.
Dated:_______________________________________________, 1995
___________________________________________________________
___________________________________________________________
Signature
NOTE: PLEASE SIGN AS IMPRINTED HEREON AND RETURN PROMPTLY.
</TABLE>
<PAGE> 23
April 21, 1995
Dear DENTSPLY ESOP Participant:
AS A PARTICIPANT IN THE DENTSPLY EMPLOYEE STOCK OWNERSHIP PLAN, YOU HAVE THE
RIGHT TO VOTE THE SHARES OF DENTSPLY COMMON STOCK ALLOCATED TO YOUR ESOP
ACCOUNT.
Enclosed for your information are: a proxy statement providing background for
the proposals to be acted upon at DENTSPLY's 1995 Annual Meeting of
Stockholders; and the Annual Report for DENTSPLY for the year ending December
31, 1994. Please read the proxy statement carefully, and decide how you want to
vote the shares of stock that are allocated to your ESOP account. Then, fill in
the enclosed voting instruction card to direct the ESOP trustee, State Street
Bank & Trust Company, how to vote the shares in your ESOP account.
YOUR VOTE IS IMPORTANT.
The ESOP trustee will vote your shares as you direct. Any shares for which the
ESOP trustee receives no voting instructions, and any unallocated shares, will
be voted by the ESOP trustee as instructed by the DENTSPLY ESOP Committee.
YOUR VOTE IS CONFIDENTIAL.
Your voting instructions will be kept confidential by the ESOP trustee. Voting
tabulations that identify individual ESOP participants will not be disclosed to
DENTSPLY.
MAKE YOUR VOTE COUNT.
Review the proxy statement, fill in your voting instruction card, sign and date
it, and mail it to the ESOP trustee in the return envelope so that it will be
received no later than May 22, 1995.
Very truly yours,
/s/ BURTON C. BORGELT
- ------------------------------------------------------
Burton C. Borgelt
Chairman of the Board
and Chief Executive Officer
/s/ JOHN C. MILES, II
- ------------------------------------------------------
John C. Miles, II
Chief Operating Officer and President
