FORM 8-K/A
(Amendment No. 2)
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 Company 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)
Company's telephone number including area code ..............(717) 845-7511
Page 1 of 7
Exhibit Index on Page 6
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Item 4. Changes in Company's Certifying Accountant.
(a) Previous independent accountants
(i) On March 30, 2000 DENTSPLY International(the Company) dismissed
KPMG, LLP as the Company's independent accountants for the year ended
December 31, 1999. PricewaterhouseCoopers LLP was engaged on February 9,
2000 as the Company's independent accountants for the fiscal year ending
December 31, 2000.
(ii) The audit reports of KPMG LLP on the consolidated financial statements
of DENTSPLY International for the fiscal years ended December 31, 1999 and
December 31, 1998 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 Company'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 fiscal years ended December
31, 1999 and the subsequent interim period through March 30, 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. This
disagreement was discussed with the audit committee of the Company's board
of directors and the Company has authorized KPMG LLP to respond fully to
the inquiries of PricewaterhousCoopers LLP concerning the subject matter of
the disagreement.
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) Not applicable.
(vi) The Company requested that KPMG LLP furnish a letter stating whether
or not it agrees with the above statements. A copy of this letter dated
April 6, 2000 is filed as Exhibit 16 to this Amended Form 8-K.
(b) New independent accountants
The Company engaged PricewaterhouseCoopers LLP as its new independent
accountants as of February 9, 2000. During the two most recent fiscal years
and through March 30, 2000, the Company has not consulted with
PricewaterhouseCoopers LLP regarding
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(i) the application of accounting principles to a specified
transaction, either completed or proposed;
(ii) the type of audit opinion that might be rendered on the Company's
financial statements, and in no case was a written report provided to the
Company nor was oral advice provided that PricewaterhouseCoopers LLP
concluded was an important factor considered by the Company 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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Item 7. Financial Statements and Exhibits
(c) Exhibits:
(16) Letter re change in certifying accountant
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DENTSPLY INTERNATIONAL INC
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(Company)
/s/William R. Jellison
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William R. Jellison
Senior Vice President,
Chief Financial Officer
Date: April 6, 2000
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EXHIBIT INDEX
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Number Description Sequential Page No.
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16 Letter re change in 7
certifying accountant
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EXHIBIT 16 - CHANGE IN CERTIFYING ACCOUNTANT
April 6, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
Dentsply International Inc.
On February 10, 2000, we were informed that Dentsply International Inc. had
engaged new principal auditors for the fiscal year ending December 31, 2000, and
chose not to renew our engagement, which would cease upon completion of the
audit of Dentsply International Inc.'s consolidated financial statements as of
and for the year ended December 31, 1999, and the issuance of our report
thereon. On March 30, 2000, our report included in the Company's 1999 annual
report on Form 10-K was filed with the Securities and Exchange Commission. We
have read Dentsply International Inc.'s statements included under Item 4 of this
Form 8-K/A, and we agree with such statements, except that:
Regarding Item 4(a)(iv), second paragraph, we are not in a position to agree
or disagree with management statements as to what management believed
concerning certain exposures related to receivables and anticipated returns.
Additionally, regarding Item 4(a)(iv), third paragraph, KPMG LLP's
disagreement related to the entry recorded by management to reduce sales and
cost of sales. Management's subsequent decision to establish a bad debt
provision was not the subject of our disagreement.
Regarding Item 4(b), we are not in a position to agree or disagree with
Dentsply International Inc.'s statement that during the two most recent
fiscal years and through March 30, 2000, Dentsply International Inc. has not
consulted with PricewaterhouseCoopers LLP regarding the application of
accounting principles to a specified transaction, either completed or
proposed; the type of audit opinion that might be rendered on Dentsply
International Inc.'s financial statements; that in no case was a written
report provided nor was oral advice provided to Dentsply International Inc.
that PricewaterhouseCoopers LLP concluded was an important factor considered
by Dentsply International Inc. in reaching a decision as to an accounting,
auditing or financial reporting issue; or 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.
Very truly yours,
/s/ KPMG LLP
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