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:
/ / 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
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>
- -----------------------------------------------------------------
DENTSPLY International
570 West College Avenue
P.O. Box 872
York, PA 17405-0872
(717) 845-7511
Fax (717) 854-2343
April 19, 1996
Dear DENTSPLY Stockholder:
You are cordially invited to attend the 1996 Annual Meeting of Stockholders
to be held on Thursday, May 23, 1996, 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,
/s/ Burton C. Borgelt
---------------------
Burton C. Borgelt
Chairman of the Board
<PAGE>
DENTSPLY INTERNATIONAL INC.
570 West College Avenue
York, Pennsylvania 17405-0872
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, MAY 23, 1996
------------------------
The Annual Meeting of Stockholders (the "Annual Meeting") of DENTSPLY
International Inc., a Delaware corporation (the "Company"), will be held on
Thursday, May 23, 1996, 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 three Class I 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,
1996; 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 5, 1996 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 19, 1996
<PAGE>
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>
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 1996 Annual
Meeting of Stockholders (together with any and all adjournments and
postponements thereof, the "Annual Meeting") to be held on Thursday, May 23,
1996, 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 19, 1996.
The Board of Directors has fixed the close of business on April 5, 1996 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 26,953,269 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
<PAGE>
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").
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; however, the Board
will be reduced to 9 persons upon the resignation of Dr. Arthur L. Herbst as a
Class I director after the 1996 Annual Meeting of Stockholders.
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 I directors
expires at the Annual Meeting. The terms of the Class II and Class III directors
will expire at the 1997 and 1998 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 three remaining incumbent Class I directors are nominees for election
this year for a three-year term expiring at the 1999 Annual Meeting of
Stockholders. In the election, the three 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 three Class I 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
-2-
<PAGE>
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 I directors and each continuing Class II and Class III
Director.
Nominees for Election as Class I Directors
Name and Age Principal Occupation and Directorships
- ----------------------- --------------------------------------
Burton C. Borgelt...... Mr. Borgelt, the Chairman of the Board
Age 63 of the Company, was named Chief
Executive Officer of the Company upon
the resignation of John J. McDonough
as Chief Executive Officer on February
8, 1995 and served in that capacity
until December 31, 1995. Mr. Borgelt
continues as Chairman and was
succeeded as Chief Executive Officer
by John C. Miles II on January 1,
1996. Mr. Borgelt has served as
Chairman of the Board and a director
of the Company since the June 11, 1993
merger (the "Merger") of Dentsply
International Inc. ("Old Dentsply")
and GENDEX Corporation ("Gendex"), of
which the Company is the surviving
corporation. 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
Age 68 March 1993. From 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.
-3-
<PAGE>
Name and Age Principal Occupation and Directorships
- ----------------------- --------------------------------------
C. Frederick Fetterolf. Mr. Fetterolf has been retired since
Age 67 August 1991. In February 1983, he
was elected a director and President
of Alcoa and was appointed Chief
Operating Officer of Alcoa in April
1985. He currently serves as a
director of Allegheny Ludlum
Corporation, Mellon Bank Corporation,
Union Carbide, Praxair Inc., CasTech
Aluminum Group, Urethane Technologies,
Inc. and Quaker State Corporation.
Mr. Fetterolf has been a director of
the Company since December 1995.
Directors Continuing as Class II Directors
Name and Age Principal Occupation and Directorships
- ----------------------- --------------------------------------
William S. Green....... Mr. Green has been a Managing Director
Age 53 of the firm of 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
Age 56 director of OBOS Inc., a 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.
-4-
<PAGE>
Directors Continuing as Class III Directors
Name and Age Principal Occupation and Directorships
- ----------------------- --------------------------------------
Michael J. Coleman..... Mr. Coleman is the President of Cape
Age 52 Publications and publisher of FLORIDA
TODAY, Melbourne, Florida, and has
been the President of the South
Regional Newspapers Group since 1991.
From July 1986 to May 1991, Mr. Coleman
was the President and publisher of the
ROCKFORD REGISTER STAR. 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
Age 70 University of the Pacific 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 interna-
tional organization representing over
85 countries in the areas of oral
health and education. From 1990 to 1993,
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. Dr. Dugoni
has served as a director of the Company
since 1993.
-5-
<PAGE>
Name and Age Principal Occupation and Directorships
- ----------------------- --------------------------------------
John C. Miles II....... Mr. Miles was named Chief Executive
Age 54 Officer of the Company upon the
resignation of Burton C. Borgelt from that position
on January 1, 1996 and has been President and Chief
Operating Officer 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
Age 61 director of Mellon 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.
John J. McDonough, a director of the Company since 1983,
resigned from the Company's Board of Directors in October 1995.
Mr. McDonough had been a Class I Director. Dr. Arthur L. Herbst,
a director of the Company since 1988, will retire from the
Company's Board of Directors as of the date of the 1996 Annual
Meeting of Stockholders. Dr. Herbst had been a Class I Director.
-6-
<PAGE>
The Company's Board of Directors met five times during 1995. The Board has
an Executive Committee, an Audit Committee, a Compensation Committee and a
Nominating Committee.
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. Borgelt (Chairman), Jones and Miles. The Executive Committee held
one meeting during 1995.
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 during 1995 were Messrs. McDonough (Chairman), Green and
Smith. Mr. McDonough resigned from the Audit Committee in October 1995, at which
time Mr. Smith was appointed Chairman of the Committee. The Audit Committee met
twice during 1995.
The Compensation Committee is responsible for administering
compensation levels for all officers of the Company and for
administering the Company's 1993 Stock Option Plan. The members
of the Compensation Committee are Mr. Jones (Chairman) and Drs.
Herbst and Dugoni. The Compensation Committee met three times
during 1995.
The Nominating Committee is responsible for identifying and
recommending individuals to serve on the Board. The members of
this Committee during 1995 were Messrs. Smith (Chairman) and
Coleman and Dr. Dugoni. The Nominating Committee met twice during
1995. 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."
-7-
<PAGE>
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, 1996. In the
event the appointment of KPMG Peat Marwick LLP for 1996 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.
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.
-8-
<PAGE>
<TABLE>
<CAPTION>
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, 1995, 1994, and 1993.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
---------------------------------------- --------------------------------
Awards Payouts
--------------------- -------
Restricted
Other Annual Stock Options/ LTIP All Other
Name and Salary Bonus Compensation Award(s) SARs Payouts Compensation(1)
Principal Position Year ($) ($) ($) ($) (#) ($) ($)
- ------------------ ---- ------- ------- ------------ --------- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Burton C. Borgelt 1995 535,000 -- -- -- 40,000 -- 4,064
Chairman of the 1994 350,000 -- -- -- 15,000 -- 4,600
Board and Chief 1993 333,000 416,706 -- -- -- -- 60,000
Executive Officer(2)
John J. McDonough(2) 1995 445,000 -- 3,060,000(4) -- -- -- 1,625
1994 535,000 351,750 -- -- 40,100 -- 1,840
1993 350,000 375,000 -- -- -- -- --
John C. Miles II 1995 386,880 -- -- -- 27,900 -- 4,064
President and Chief 1994 372,000 210,000 -- -- 27,900 -- 4,600
Operating Officer(2) 1993 227,000 344,341 -- -- -- -- 60,000
John H. Weiland 1995 192,400 72,200 -- -- -- -- 4,064
Senior Vice President, 1994 185,000 102,906 -- -- 11,600 -- 4,600
North American 1993 152,000 110,415 -- -- -- -- 44,291
Operations(3)
Michael R. Crane 1995 188,700 76,900 -- -- 11,600 -- 4,064
Senior Vice President, 1994 185,000 77,468 -- -- 11,600 -- 4,600
Europe, Mideast, Africa 1993 159,000 115,002 -- -- -- -- 45,021
and Commonwealth of
Independent States(3)
- --------------
</TABLE>
-9-
<PAGE>
(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 1995, 1994, and
1993 were: $4,064, $4,600 and $30,000 for Mr. Borgelt; $1,625, $1,840 and
$0 for Mr. McDonough; $4,064, $4,600 and $30,000 for Mr. Miles; $4,064,
$4,600 and $30,000 for Mr. Weiland; and $4,064, $4,600 and $30,000 for Mr.
Crane, 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 were: $30,000 for
Mr. Borgelt; $30,000 for Mr. Miles; $14,291 for Mr. Weiland; and $15,021 for
Mr. Crane.
(2) In February 1995, Mr. Borgelt became Chief Executive Officer
of the Company, upon the resignation of Mr. McDonough from
that office. In October 1995, Mr. McDonough resigned from the
Board. In January 1996, Mr. Miles became Chief Executive
Officer of the Company, upon the resignation of Mr. Borgelt
from that office.
(3) In January 1996, Mr. Crane became the Senior Vice President,
North American Group, upon the resignation of Mr.
Weiland from that office.
(4) Consists of value realized upon exercise of a Nonstatutory Stock Option to
purchase 120,000 shares of the Common Stock of the Company at an exercise
price of $12.50 per share.
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
-10-
<PAGE>
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.
-11-
<PAGE>
The following table sets forth certain information with respect to grants
of options during the year ended December 31, 1995 and their potential
realizable values.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants Potential Realizable
- ---------------------------------------------------------------------------------------- Value at Assumed Annual
% of Total Rates of Stock Price
Options Appreciation for Option
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............ 25,000 5.59 34.75 03/13/2005 546,352 1,384,564
15,000 3.35 37.75 12/14/2005 356,112 902,457
John J. McDonough............ -- -- -- -- -- --
John C. Miles II............. 27,900 6.23 37.75 12/14/2005 662,368 1,678,569
John H. Weiland.............. -- -- -- -- -- --
Michael R. Crane............. 11,600 2.59 37.75 12/14/2005 275,393 697,900
<FN>
The following table sets forth certain information with respect to the
exercise of options during the year ended December 31, 1995 and the value of
options held at that date.
</FN>
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
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 40,000 -- 165,000
John J. McDonough...... 120,000 3,060,000 13,367 26,733 -- --
John C. Miles II ...... -- -- 9,300 46,500 -- 62,775
John H. Weiland........ -- -- 3,867 7,733 -- --
Michael R. Crane....... -- -- 3,867 19,333 -- 26,100
- ---------
<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, 1995
($40.00) and the exercise price of the options, multiplied by the number of
shares of Common Stock issuable upon exercise of the options.
</FN>
</TABLE>
-12-
<PAGE>
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 as amended and restated by agreement dated October 25, 1995. The amended
and restated agreement provides that the premiums in the amount of $662,100 paid
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
will be repaid to the Company when the policy is terminated or cancelled or when
Mrs. McDonough dies. The beneficiary of the Policy is the Trust and the
beneficiaries of the Trust are the five children of John J. McDonough. As
collateral to secure the payment of the premiums paid by the Company, the Trust
has pledged the cash surrender value of the policy to the Company. The cash
surrender value of the Policy is approximately $633,518.
Employment Agreements
The Company has entered into employment agreements with each of the named
executive officers. 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.
During 1995, Burton C. Borgelt was employed under an employment agreement
with the Company effective February 8, 1995. Pursuant to an agreement with the
Company dated January 1, 1996 (the "1996 Agreement"), the 1995 employment
agreement was terminated, and Mr. Borgelt agreed to continue to serve as
Chairman of the Board of Directors or in such other position consistent with his
prior experience as assigned to him by the Board of Directors of the Company.
The 1996 Agreement provides that, if Mr. Borgelt dies prior to the expiration of
the 1996 Agreement or its earlier termination by Mr. Borgelt, the Company will
be obligated to pay to Mr. Borgelt's heirs or legatees the amounts that would be
payable as salary under the 1996 Agreement for the balance of its term.
-13-
<PAGE>
The Company entered into employment agreements with John C. Miles II,
Michael R. Crane and John H. Weiland. 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.
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
Members of the Board of Directors who are not employees of the Company
("Outside Directors") receive an annual fee of $20,000 ($22,000 for Outside
Directors who are chairpersons of either the Compensation Committee or the 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
-14-
<PAGE>
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 until May 1995 and Drs. Herbst and
Dugoni and Mr. Jones were members of that Committee from May 1995
to date.
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%. Dr.
Herbst is a director and John J. McDonough is an employee and former director 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 $3.93 per square foot, or approximately $670,899 per year,
subject 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 than those which could
have been obtained if the transaction had been with unaffiliated third parties.
-15-
<PAGE>
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
agreements dated: February 8, 1995 between the Company and John
J. McDonough; and January 1, 1996 between the Company and Burton
C. Borgelt.
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, 1996 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.
Shares Owned
Beneficially
Directors, Executive Officers --------------------------
and Five Percent Stockholders Number Percent
- ------------------------------------- --------- -------
The DENTSPLY International Inc.
Employee Stock Ownership Plan
Trust............................. 6,349,906(1) 23.6%
c/o State Street Bank
and Trust Company
P. O. Box 1389
Boston, MA 02104-1389
Harris Associates L.P............... 2,028,456(2) 7.5%
and Harris Associates, Inc.
Two North LaSalle Street
Suite 500
Chicago, IL 60602
Burton C. Borgelt................... 456,475(3) 1.7%
Michael R. Crane.................... 29,118(4) *
John J. McDonough................... 27,389(5) *
John C. Miles II.................... 144,359(6) *
John H. Weiland..................... 10,557(7) *
Douglas K. Chapman.................. 16,743(8) *
Michael J. Coleman.................. 4,100(8) *
Arthur A. Dugoni, D.D.S., M.S.D..... 2,000(8) *
C. Frederick Fetterolf.............. 250 *
William S. Green.................... 52,000(9) *
Arthur L. Herbst, M.D............... 9,000(10) *
Leslie A. Jones..................... 253,686(8) *
W. Keith Smith...................... 7,285(8) *
All directors and executive officers
as a group (17 persons)............. 1,288,343(11) 4.8%
- ---------
* Less than 1%
-16-
<PAGE>
(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, 1996, 5,457,722 of the
shares held by the trust holding the assets of the Company ESOP were
allocated to participant accounts and 892,184 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) Based upon information contained in an Amendment No. 1 to Schedule 13G
filed by Harris Associates L.P., a Delaware limited partnership, and Harris
Associates, Inc., its general partner, on or about February 2, 1996. Harris
Associates L.P. is an investment advisor registered under Section 203 of
the Investment Advisors Act of 1940, as amended. Consists of 2,000,156
shares over which Harris Associates L.P. has sole dispositive power, and
28,300 shares over which Harris Associates has shared voting power and
shared dispositive power, by reason of advisory and other relationships
with the persons who own such shares.
(3) Includes 57,352 shares owned by trusts of which Mr. Borgelt is a co-trustee
with shared investment and voting power, 83,456 shares allocated to the
Company ESOP account of Mr. Borgelt, and 23,333 shares which could be
acquired pursuant to the exercise of options exercisable within 60 days of
March 1, 1996.
(4) Includes 1,500 shares held by Mr. Crane's children, 16,638 shares allocated
to the Company ESOP account of Mr. Crane, and 7,733 shares which could be
acquired pursuant to the exercise of options exercisable within 60 days of
March 1, 1996.
(5) Includes 656 shares allocated to the Company ESOP account of Mr. McDonough,
and 26,733 shares which could be acquired pursuant to the exercise of stock
options exercisable within 60 days of March 1, 1996.
-17-
<PAGE>
(6) Includes 48,347 shares allocated to the Company ESOP account of Mr. Miles,
5,897 shares held in Mr. Miles' individual retirement account, and 18,600
shares which could be acquired pursuant to the exercise of options
exercisable within 60 days of March 1, 1996.
(7) Includes 6,957 shares allocated to the Company ESOP account
of Mr. Weiland.
(8) Includes 2,000 shares which could be acquired pursuant to exercise of stock
options exercisable within 60 days of March 1, 1996.
(9) Includes 40,000 shares which could be acquired pursuant to the exercise of
a warrant exercisable within 60 days of March 1, 1996, and 2,000 shares
which could be acquired pursuant to the exercise of options exercisable
within 60 days of March 1, 1996.
(10) Includes 1,000 shares owned by Dr. Herbst's spouse, as to which he
disclaims beneficial ownership, and 2,000 shares which could be acquired
pursuant to the exercise of stock options exercisable within 60 days of
March 1, 1996.
(11) Includes 93,225 shares held by or for the benefit of others, 5,897 shares
held in an individual retirement account, 260,368 shares allocated to
employees' ESOP accounts, and 154,065 shares which could be acquired
pursuant to the exercise of warrants and options exercisable within 60 days
of March 1, 1996.
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 1995 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. In December 1995, the Committee retained Towers Perrin
("Towers") to further study the Company's executive compensation practices. The
Compensation Committee reviewed the findings of these studies and made its
recommendations to the Board of Directors of the Company at the meetings held in
December 1994 and February, March, May, and December 1995.
-18-
<PAGE>
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.
-- 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 December 1994 and February, March and May
1995, the Committee reviewed and approved the base salaries of
Burton C. Borgelt, John J. McDonough, John C. Miles II, John H.
Weiland, Michael R. Crane, Thomas L. Whiting 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. Borgelt'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 $14,880
to a level believed to be below the industry average for
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<PAGE>
comparable companies, and increased the base salaries of Messrs.
Weiland, Crane, Whiting and Yates by $7,400, $3,700, $0 and
$10,000, respectively, to levels believed to be below the
industry average for comparable companies.
Among the factors that the Compensation Committee considered in setting
base salaries for 1995 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 1995, 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 March and May
1995, the Compensation Committee met and voted to continue the bonus policy for
senior executives that had been in effect for 1994.
Under this bonus policy, during 1995, certain target award opportunities
were established for the Company's Chief Executive Officer ("CEO"), Chief
Operating Officer ("COO") and Senior Vice Presidents, including the Chief
Financial Officer ("CFO"). For the CEO, COO and CFO, the target consisted solely
of a budgeted level of corporate net income, while for the Senior Vice
Presidents other than the Chief Financial Officer the targets consisted of: (i)
the budgeted level of corporate net income; and (ii) the budgeted operating
income level (after adjustment to reflect a charge for the assets employed) of
the business group applicable to each such Senior Vice President. For Messrs.
Borgelt and Miles, the bonus awards for 100% of targeted performance were set at
60% of their respective base salaries, while for Messrs. Weiland, Crane, Whiting
and Yates the bonus awards for 100% of targeted performance were set at 50% of
their respective base salaries. Messrs. McDonough, Borgelt, and Miles did not
receive bonus awards for 1995 because short term target objectives were not met
for the year. Messrs. Weiland, Crane, Whiting, and Yates received bonus awards
for 1995 of 37.5%, 40.8%, 31.7% and 32%, respectively.
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.
-20-
<PAGE>
In 1995, 102,000 stock options were granted to the Company's executive
officers under the 1993 Stock Option Plan. 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 Towers report, and made option awards during
1995 that were intended to keep its executive officers' holdings competitive
with industry averages for comparable companies.
LESLIE A. JONES ARTHUR L. HERBST, M.D. ARTHUR A. DUGONI,
D.D.S., M.S.D.
-21-
<PAGE>
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, 1990 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.
DENTSPLY S&P Health
Measurement Period International Care Comp- NASDAQ Total
(Fiscal Year Covered) Inc. posite Index Return Index
- ----------------------------------------------------------------
1990 100.0 100.0 100.0
1991 262.0 152.4 160.5
1992 780.0 128.4 186.9
1993 704.0 117.8 214.5
1994 507.4 132.5 209.7
1995 648.2 207.0 296.5
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 1997 Annual Meeting, stockholder proposals must
be received by the Company no later than December 20, 1996, 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, residence address,
principal occupation or employment, number of shares of Common Stock of the
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<PAGE>
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 1995. 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, 1995 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.
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<PAGE>
PROXY
DENTSPLY INTERNATIONAL INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
MAY 23, 1996
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 Thursday,
May 23, 1996, 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>
<TABLE>
<CAPTION>
DENTSPLY INTERNATIONAL INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. / /
<S> <C> <C> <C>
1. Election of Class I Directors: FOR all nominees WITHHOLD To withhold authority to
Nominees: Burton C. Borgelt, listed (except those AUTHORITY TO vote for any nominee,
Douglas K. Chapman, C. Frederick for whom authority VOTE FOR ALL write the name of the
Fetterolf is being withheld) NOMINEES nominee below:
/ / / / ------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
2. Proposal to ratify the appointment For Against Abstain In their discretion, the proxy
of KPMG Peat Marwick LLP, / / / / / / holders are authorized to vote
independent certified accountants, upon such other matters as may
to audit the books and accounts of properly come before the meeting.
the Company for the year ending UNLESS OTHERWISE SPECIFIED, THE
December 31, 1996. SHARES OF COMMON STOCK REPRESENTED
HEREBY WILL BE VOTED "FOR" THE
ELECTION AS CLASS I DIRECTORS
OF ALL THE NOMINEES LISTED AND
"FOR" PROPOSAL 2.
Dated:____________________, 1996
----------------------------------
Signature of Stockholder
----------------------------------
Signature of Stockholder
<FN>
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.
</FN>
</TABLE>
<PAGE>
VOTING INSTRUCTIONS
DENTSPLY INTERNATIONAL INC.
ANNUAL MEETING OF STOCKHOLDERS, MAY 23, 1996
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>
<TABLE>
<CAPTION>
DENTSPLY INTERNATIONAL INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. / /
<S> <C> <C> <C>
1. Election of Class I Directors: FOR all nominees WITHHOLD To withhold authority to
Nominees: Burton C. Borgelt, listed (except those AUTHORITY TO vote for any nominee,
Douglas K. Chapman, C. Frederick for whom authority VOTE FOR ALL write the name of the
Fetterolf is being withheld) NOMINEES nominee below:
/ / / / ------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
2. Proposal to ratify the appointment For Against Abstain
of KPMG Peat Marwick LLP, / / / / / /
independent certified accountants,
to audit the books and accounts of
the Company for the year ending
December 31, 1996.
Dated:____________________, 1996
----------------------------------
----------------------------------
Signature of Stockholder
NOTE: PLEASE SIGN AS IMPRINTED
HEREON AND RETURN PROMPTLY
</TABLE>
<PAGE>
April 19, 1996
Dear DENTSPLY ESOP Participant:
AS A PARTICIPANT IN THE DENTSPLY EMPLOYEE STOCK OWNERSHIP PLAN, YOU
HAVE THE RIGHT TO DIRECT THE ESOP TRUSTEE 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 1996 Annual Meeting of
Stockholders; and the Annual Report for DENTSPLY for the year ending December
31, 1995. Please read the proxy statement carefully, and decide how you want
the trustee 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 21, 1996.
Very truly yours,
/s/ BURTON C. BORGELT
- ------------------------------------------------------
Burton C. Borgelt
Chairman of the Board
/s/ JOHN C. MILES, II
- ------------------------------------------------------
John C. Miles, II
Chief Executive Officer and President
<PAGE>
