FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 16, 2000
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(Date of earliest event reported)
DENTSPLY INTERNATIONAL INC
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(Exact name of registrant as specified in charter)
Delaware 0-16211 39-1434669
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
570 West College Avenue, York, Pennsylvania 17405
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code ..............(717) 845-7511
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants
(i) On February 9, DENTSPLY International dismissed KPMG LLP as its
independent accountant.
(ii) The audit reports of KPMG LLP on the consolidated financial statements
of DENTSPLY International for the past two years did not contain any adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles.
(iii)The Registrant's Audit Committee participated in and recommended the
decision to change independent accountants which was approved by the Board of
Directors.
(iv) In connection with its audits for the two most recent fiscal years and
any subsequent interim periods through February 9, 2000, there were no
disagreements with KPMG LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which disagreement, if not resolved to the satisfaction of KPMG LLP, would
have caused it to make reference to the subject matter of the disagreement in
connection with its report, except as described below. There was a
disagreement involving the Company's reporting of sales, cost of sales,
receivables and inventories for the third quarter of 1998.
Management of the Company believed it had certain exposures relating to
receivables from dealers located in Asia and the Commonwealth of Independent
States (CIS) caused by the economic crisis in those geographic areas.
Accordingly, management recorded a $4,450,000 reduction in third quarter
sales and a related $1,980,000 reduction in cost of sales to reflect the fact
that the dealers may not be able to sell all of their inventories due to the
depressed economic environment and that higher than usual levels of product
returns would be received. Management believed that the anticipated returns
should be reflected as a reduction in sales and cost of goods sold with a
reduction in operating income of $2,470,000.
KPMG LLP concluded that the reduction in sales and related cost of sales in
the third quarter were not supportable by the facts presented by management
of the Company and, therefore, disagreed with the management on this matter.
KPMG LLP recommended to management that the reductions in sales and cost of
sales be reversed and that they reasonably estimate any additional bad debt
provisions that may be necessary for the Asian and CIS receivables.
Management agreed to reverse its recorded entries related to these matters
and decided to record an additional bad debt provision for $2,470,000 related
to receivables due from the dealers in Asia and the CIS.
(v) During the two most recent fiscal years and through February 9, 2000,
there have been no reportable events (as defined in Regulation S-K Item 304
(a)(1)(v)).
(vi) The Registrant has requested that KPMG LLP furnish a letter stating
whether or not it agrees with the above statements. A copy of this letter
will be filed as Exhibit 16 on an amended Form 8-K.
(b) New independent accountants
The Registrant engaged PricewaterhouseCoopers LLP as its new independent
accountants as of February 9, 2000. During the two most recent fiscal years
and through February 9, 2000, the Registrant has not consulted with
PricewaterhouseCoopers LLP regarding
(i) the application of accounting principles to a specified
transaction, either completed or proposed;
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(ii) the type of audit opinion that might be rendered on the Registrant's
financial statements, and in no case was a written report provided to the
Registrant nor was oral advice provided that DENTSPLY International concluded
was an important factor in reaching a decision as to an accounting, auditing
or financial reporting issue; or
(iii) any matter that was either the subject of a disagreement, as that term
is defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K, or a reportable event, as that
term is defined in Item 304(a)(1)(v) of Regulation S-K.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DENTSPLY INTERNATIONAL INC
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(Registrant)
/s/William R. Jellison
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William R. Jellison
Senior Vice President,
Chief Financial Officer
Date: February 16, 2000
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