<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:
/ / 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 Under Rule 14a-12
DENTSPLY International Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules
14a-6(i)(1) 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 19, 2000
Dear DENTSPLY Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
to be held on Wednesday, May 24, 2000, at 9:30 a.m., at the Company's Employee
Meeting Room in York, Pennsylvania.
The Annual Meeting will include voting on the matters described in the
accompanying Notice of Annual Meeting and Proxy Statement, a report on Company
operations and discussion.
Whether or not you plan to attend, you can ensure that your shares are
represented at the Annual Meeting by voting your proxy. This year, I am pleased
to inform you that you have two ways to vote your proxy. You may vote by mail by
promptly completing, signing, dating and returning the enclosed proxy card in
the envelope provided or you may vote by internet by following the instructions
on the proxy card or going to the internet at www.harrisbank.com/wproxy. Your
vote is important. Please take a moment now to vote through one of the above
methods.
Sincerely,
/s/ John C. Miles II
John C. Miles II
Chairman of the Board and
Chief Executive Officer
LOGO
<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, 2000
------------------------
The Annual Meeting of Stockholders (the "Annual Meeting") of DENTSPLY
International Inc., a Delaware corporation (the "Company"), will be held on
Wednesday, May 24, 2000, 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 II 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 PricewaterhouseCoopers LLP,
independent certified public accountants, to audit the books and accounts
of the Company for the year ending December 31, 2000; 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, 2000 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 VOTE YOUR PROXY EITHER BY MAIL OR
THROUGH THE INTERNET. YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN
PERSON. THE VOTING OF YOUR PROXY 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,
BRIAN M. ADDISON
Vice President, Secretary and
General Counsel
York, Pennsylvania
April 19, 2000
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. OR, IF YOU
WISH, YOU MAY PROVIDE YOUR PROXY INSTRUCTION USING THE INTERNET BY FOLLOWING THE
INSTRUCTIONS ON THE ENCLOSED PROXY CARD. IN ORDER TO AVOID THE ADDITIONAL
EXPENSE TO THE COMPANY OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN
VOTING 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 2000 Annual
Meeting of Stockholders (together with any and all adjournments and
postponements thereof, the "Annual Meeting") to be held on Wednesday, May 24,
2000, 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, 2000.
The Board of Directors has fixed the close of business on April 5, 2000 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 51,941,659 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.
Whether or not you are able to attend the Annual Meeting, you are urged to
vote your proxy, either by mail or the internet, which is solicited by the
Company's Board of Directors and which will be voted as you direct. In the
absence of instructions, shares represented by properly provided 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, facsimile or
through the internet, and employees or agents 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 or through the
internet. 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 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 ten persons.
Pursuant to the Company's 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 II directors expires at the Annual
Meeting. The terms of the Class III and Class I directors will expire at the
2001 and 2002 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 incumbent Class II directors are nominees for election this year
for a three-year term expiring at the 2003 Annual Meeting of Stockholders. In
the election, the three persons who receive the highest number of votes actually
cast will be elected. The proxy named in the proxy card and on the internet
voting site intends to vote for the election of the three Class II 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 or on the internet
site, in which event the shares will be voted for the other listed nominees. If
any nominee becomes unable to serve, the proxy 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.
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 "Stockholder
Proposals for 2001 Proxy Statement".
Set forth below is certain information with regard to each of the nominees
for election as Class II directors and each continuing Class III and Class I
director.
NOMINEES FOR ELECTION AS CLASS II DIRECTORS
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
<S> <C>
Cynthia P. Danaher........................ Ms. Danaher has served as a business consultant, with a
Age 41 focus on internet start-up companies, since November
1999. From 1995 to 1999, Ms. Danaher served as the Vice
President and Group General Manager for the
Hewlett-Packard Medical Products Group. Ms. Danaher
began her career at Hewlett-Packard in 1984 as a Sales
Development Representative, and later served as Business
Development Manager, Health Care Policy Specialist and
Marketing Manager. Ms. Danaher became a director in June
1999 and serves on the Audit and Information Technology
Committee.
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
<S> <C>
Leslie A. Jones........................... Mr. Jones served as Chairman of the Board of the Company
Age 60 from May 1996 to May 1998. He has been Chairman and a
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 Dentsply International Inc
("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 (the "Merger") of Old
Dentsply and GENDEX Corporation on July 11, 1993, and
prior thereto served as a director of Old Dentsply.
Edgar H. Schollmaier...................... Mr. Schollmaier is non-executive Chairman of Alcon
Age 66 Laboratories of Fort Worth, Texas, a wholly owned
subsidiary of Nestle S.A. He held the position of
President of Alcon from 1972 to 1997 and was Chief
Executive for the last twenty years of that term. He
also serves as a director of Stevens International, Inc.
and Incara Pharmaceuticals Corporation. Mr. Schollmaier
has served as a director of the Company since June 1996.
</TABLE>
DIRECTORS CONTINUING 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 56 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 National
Newspaper 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 and Professor of Orthodontics
Age 74 at the University of the Pacific School of Dentistry
since 1978. He is a past 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 100
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.
John C. Miles II.......................... Mr. Miles assumed responsibility as Chairman of the
Age 58 Board on May 20, 1998. Prior to that he was named Chief
Executive Officer of the Company on January 1, 1996 and
Vice Chairman of the Board on January 1, 1997. Prior to
that he was 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.
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
<S> <C>
W. Keith Smith............................ Mr. Smith has been retired since December 31, 1998. He
Age 65 served as Vice Chairman of Mellon Bank Corporation and
Mellon Bank N.A. from July 1987 until December 31, 1998.
He also has 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 subsequent to
January 1995 he served as Chairman of the Board of The
Dreyfus Corporation as well as Chairman of Buck
Consultants, Inc. He currently serves as a director of
Biomax Technologies Inc. and PP & L Resources, Inc. 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 has been retired since May 1996. He was
Age 67 named Chief Executive Officer of the Company on February
8, 1995 and served in that capacity until December 31,
1995. Mr. Borgelt served as Chairman of the Board of the
Company from the Merger; he has served as a director of
the Company since the Merger. Prior to the Merger, 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,
Mellon Bank N.A. and De Vlieg Bullard, Inc.
Douglas K. Chapman........................ Mr. Chapman has been retired since March 1993. From
Age 72 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.
C. Frederick Fetterolf.................... Mr. Fetterolf has been retired since August 1991. In
Age 71 February 1983, he was elected a director and President
of Alcoa, an aluminum and alumina producer, and was
appointed Chief Operating Officer of Alcoa in April
1985. He currently serves as a director of Allegheny
Teledyne Incorporated, Teledyne Technologies, Union
Carbide, Praxair Inc. and Commonwealth Industries. Mr.
Fetterolf has been a director of the Company since
December 1995.
</TABLE>
VOTES REQUIRED
The Class II directors will be elected by a plurality of the votes of
shares present and entitled to vote. Accordingly, the three nominees for
election as directors who receive the highest number of votes actually cast will
be elected. Broker non-votes will be treated as shares that neither are capable
of being voted nor have been voted and, accordingly, will have no effect on the
outcome of the election of directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
THE NOMINEES FOR ELECTION AS CLASS II DIRECTORS.
4
<PAGE> 8
BOARD OF DIRECTORS AND COMMITTEES
The Company's Board of Directors met five times during 1999. The Board has
an Executive Committee, an Audit and Information Technology Committee, a Board
Governance Committee and a Human Resources Committee, which has a Stock Option
Subcommittee. The current composition and activities of the Committees are
described below.
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. Miles (Chairman), Borgelt, Chapman and Jones. Mr. Jones served as
Chairman of the Executive Committee in 1999. The Executive Committee held one
telephone meeting during 1999.
The Audit and Information Technology Committee (formerly known as 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 and reviewing and evaluating the information
technology activities of the Company. The members of the Audit and Information
Technology Committee are Messrs. Schollmaier (Chairman), Chapman and Jones and
Ms. Danaher. The Audit and Information Technology Committee held five meetings
during 1999, one of which was a telephone meeting.
The Board Governance Committee is responsible for identifying and
recommending individuals to serve on the Board, reviewing and recommending Board
policies and appraising the performance of the Board. The members of this
Committee are Messrs. Jones (Chairman), Miles and Smith. The Board Governance
Committee held one meeting during 1999.
The Human Resources Committee is responsible for evaluating and
administering compensation levels for all officers of the Company. Its members
are Messrs. Coleman (Chairman), Borgelt and Fetterolf and Dr. Dugoni. The Human
Resources Committee met five times during 1999, one of which was a telephone
meeting. The Stock Option Subcommittee was created in 1998 and is responsible
for administering the Company's 1998 Stock Option Plan. Its members are Messrs.
Coleman (Chairman) and Fetterolf and Dr. Dugoni.
No director, except Mr. Coleman, attended fewer than 75% of the total
number of meetings of the Board and the meetings of any committee of the Board
on which a director served during the year ended December 31, 1999.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected PricewaterhouseCoopers LLP ("PWC"),
certified public accountants, as auditors to audit the financial statements of
the Company for the year ending December 31, 2000. The Company engaged PWC
effective as of February 9, 2000 and chose not to renew the engagement of KPMG
LLP who had served as auditors for the year ended December 31, 1999. The Audit
and Information Technology Committee of the Board participated in and
recommended the decision to change independent accountants which was approved by
the Board of Directors.
The audit reports of KPMG LLP on the consolidated financial statements of
DENTSPLY International Inc. 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.
In connection with its audits for the fiscal years ended December 31, 1999
and December 31, 1998, except as described below, 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. 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 PWC
concerning the subject matter of the disagreement.
5
<PAGE> 9
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 $1,980,000 reduction in cost of sales to reflect the fact that the dealers
might 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 disagreed with the Company's 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 sales and cost of sales and record an
additional bad debt provision for $2,470,000 related to receivables due from the
dealers in Asia and the CIS.
In the event the appointment of PWC for 2000 is ratified, it is expected
that PWC will also audit the books and accounts of certain subsidiaries of the
Company at the close of their current fiscal years. A representative of PWC 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. No representative of KPMG LLP is expected to be present at the Annual
Meeting.
The proposal to ratify the appointment of PWC will be approved by the
stockholders if it receives the affirmative vote of a majority of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the proposal. If there is an abstention noted on the proxy materials on this
proposal, the abstention will have the effect of a vote against the proposal
even though the shares represented thereby will not be counted as having been
voted for or against the proposal. Broker non-votes will be treated as shares
not capable of being voted on the proposal and, accordingly, will have no effect
on the outcome of voting on the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
RATIFICATION OF THE SELECTION OF PWC AS INDEPENDENT AUDITORS.
6
<PAGE> 10
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table sets forth the compensation earned by the Company's
Chief Executive Officer and the four other highest-paid executive officers of
the Company whose salary and bonus for the year ended December 31, 1999 were in
excess of $100,000 (collectively, the "named executive officers") for each of
the last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------------- -------------------------------
AWARDS PAYOUTS
--------------------- -------
OTHER RESTRICTED
ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) SARS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
------------------ ---- ------- ------- ------------ ---------- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John C. Miles II 1999 550,000 302,400 -- -- 142,500 -- 91,789(1)
Chairman of the Board 1998 550,000 282,800 -- -- 94,700 -- 3,021(1)
and Chief Executive 1997 550,000 336,600 -- -- 75,000 -- 4,000(1)
Officer(2)
Gerald K. Kunkle 1999 348,400 153,300 -- -- 64,100 -- 43,218(1)
President and Chief 1998 335,000 172,300 -- -- 56,000 -- 3,021(1)
Operating Officer 1997 325,000 198,900 -- -- 63,400 -- 4,000(1)
Thomas L. Whiting 1999 224,500 133,200 -- -- 37,100 -- 27,606(1)
Senior Vice President 1998 217,000 113,300 -- -- 27,500 -- 3,021(1)
1997 206,000 125,800 -- -- 17,400 -- 4,000(1)
W. William Weston 1999 220,719 86,748 -- -- 37,100 -- 56,850(4)
Senior Vice President(3) 1998 257,699 118,002 -- -- 27,500 -- 29,157(4)
1997 239,331 146,096 -- -- 17,400 -- 34,110(4)
William R. Jellison 1999 210,000 84,700 -- -- 56,000 -- 20,850(1)
Senior Vice President 1998 147,288 69,400 -- -- 16,500 -- 2,822(1)
and Chief Financial
Officer
</TABLE>
(1) Includes amounts contributed to The DENTSPLY International Inc. Employee
Stock Ownership Plan (the "Company ESOP") and, in 1999, to the Company's
Supplemental Executive Retirement Plan ("SERP"). 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. Employee interests in the Company ESOP
and SERP are subject to vesting in accordance with the respective plans.
(2) In May 1998, Mr. Miles assumed responsibility as Chairman of the Board. In
January 1997, Mr. Miles became Vice Chairman and Chief Executive Officer, at
which time Gerald K. Kunkle was named President and Chief Operating Officer.
(3) Includes compensation for overseas assignment. Mr. Weston's compensation is
paid in German marks. The exchange rates used to determine the U.S. dollar
equivalents for 1999, 1998 and 1997 were .5133, .5993 and .5562,
respectively.
(4) Includes amount contributed to the Company's SERP in 1999. Also includes
compensation of $14,783, $17,260 and $17,427 for the tax effect of the
company car which is treated as a benefit in kind, and contributions to the
Company's German pension plan of $16,764, $11,897 and $16,683 in 1999, 1998
and 1997, respectively. The German pension plan is self-funded and becomes
vested after ten years of service. Payment in the form of a pension
commences at age 65 and is .65% times the number of years' service times the
average of the last twelve months base salary.
7
<PAGE> 11
The following table sets forth certain information with respect to grants
of options during the year ended December 31, 1999 and their potential
realizable values.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ------------------------------------------------------------------------------------------------
% OF TOTAL
OPTIONS
GRANTED TO EXERCISE GRANT DATE
OPTIONS EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME GRANTED (#) FISCAL YEAR ($/SHARE) DATE VALUE ($)
---- ----------- ------------ --------- ---------- ------------
<S> <C> <C> <C> <C> <C>
John C. Miles II........................... 142,500 11.62 22.875 12/08/2009 1,271,086(1)
Gerald K. Kunkle........................... 64,100 5.23 22.875 12/08/2009 571,766(1)
Thomas L. Whiting.......................... 37,100 3.03 22.875 12/08/2009 330,928(1)
W. William Weston.......................... 37,100 3.03 22.875 12/08/2009 330,928(1)
William R. Jellison........................ 18,900 1.54 27.875 05/19/2009 198,233(2)
37,100 3.03 22.875 12/08/2009 330,928(1)
</TABLE>
The following table sets forth certain information with respect to the
exercise of options during the year ended December 31, 1999 and the value of
options held at that date.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS HELD IN-THE-MONEY OPTIONS AT
AT FISCAL YEAR-END FISCAL YEAR-END ($)(3)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John C. Miles II......... -- -- 245,767 230,633 354,925 106,875
Gerald K. Kunkle......... -- -- 60,933 122,567 -- 48,075
Thomas L. Whiting........ -- -- 74,567 61,233 137,925 27,825
W. William Weston........ -- -- 75,567 61,233 159,050 27,825
William R. Jellison...... -- -- 5,500 67,000 -- 27,825
</TABLE>
(1) Determined using the Black-Scholes option-pricing model with the following
assumptions: expected dividend yield 1.09%, risk-free interest rate 6.24%,
expected volatility 29%, and expected life 6.5 years.
(2) Determined using the Black-Scholes option-pricing model with the following
assumptions: expected dividend yield .81%, risk-free interest rate 5.72%,
expected volatility 29%, and expected life 6.5 years.
(3) Represents the difference between the last reported sale price of the Common
Stock as reported on the Nasdaq National Market on December 31, 1999
($23.625) and the exercise price of the options, multiplied by the number of
shares of Common Stock issuable upon exercise of the options.
EMPLOYMENT AGREEMENTS
The Company is party to employment agreements with all of the named
executive officers. 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
8
<PAGE> 12
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.
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 any committee of the Board) and an additional
fee of $1,000 for each Board and committee meeting attended. In 1993, each
Outside Director at that time received a non-discretionary grant of options to
purchase 6,000 shares (after a split of the shares of Common Stock) of Common
Stock under the 1993 Stock Option Plan. Additionally, any Director elected since
1993 received a non-discretionary grant of options at the time of their election
to purchase 6,000 shares of Common Stock. Each Outside Director will
automatically receive an additional grant of 6,000 options on every third
anniversary of the date of the initial grant of options to each Director,
respectively. Directors are reimbursed for travel and other expenses relating to
attendance at Board and Committee meetings.
During 1996, the Company established a new Directors' Deferred Compensation
Plan (the "Deferred Plan"), which replaced the plan that was enacted during
1994. The Deferred Plan 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. Eligible directors can elect to
have their deferred payments administered as a cash with interest account or a
stock unit account. Payment under the Deferred Plan will not be made to any
Outside Director until the Director ceases to be a Board member.
HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
From December 18, 1997 to date, Mr. Borgelt, Mr. Coleman, Dr. Dugoni and
Mr. Fetterolf were members of the Human Resources Committee.
9
<PAGE> 13
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 February 29, 2000 held by (i) 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, (ii) each director
and nominee for director, (iii) the Company's Chief Executive Officer and the
other Named Executive Officers, and (iv) all directors and executive officers of
the Company as a group (based on 52,156,355 shares of Common Stock outstanding
as of such date).
<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....................... 6,827,944(1) 13.1
c/o State Street Bank
and Trust Company
P. O. Box 1389
Boston, MA 02104-1389
FMR Corp.
82 Devonshire Street
Boston, MA 02109 (2)...................................... 2,749,300 5.3
Burton C. Borgelt........................................... 799,319(3) 1.5
John C. Miles II............................................ 461,675(4) *
Gerald K. Kunkle............................................ 94,386(5) *
Thomas L. Whiting........................................... 133,984(6) *
W. William Weston........................................... 118,457(7) *
William R. Jellison......................................... 11,758(8) *
Douglas K. Chapman.......................................... 21,986(9) *
Michael J. Coleman.......................................... 18,200(10) *
Cynthia P. Danaher.......................................... -- *
Arthur A. Dugoni, D.D.S., M.S.D. ........................... 12,000(11) *
C. Frederick Fetterolf...................................... 11,000(12) *
Leslie A. Jones............................................. 193,686(11) *
Edgar H. Schollmaier........................................ 16,000(13) *
W. Keith Smith.............................................. 24,570(11) *
All directors and executive officers as a group (16
persons).................................................. 1,990,826(14) 3.8
</TABLE>
- ---------------
* 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 February 29, 2000, 5,908,724 of the shares held by the
trust holding the assets of the Company ESOP were allocated to
participant accounts and 919,220 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 on information contained in the Schedule 13G filed by FMR Corp.
on February 11, 2000.
10
<PAGE> 14
(3) Includes 69,442 shares owned by a trust of which Mr. Borgelt is a
co-trustee with shared investment and voting power, 23,166 shares
held by Mr. Borgelt's grandchildren, 169,333 shares held in Mr.
Borgelt's individual retirement account, 648 shares allocated to the
Company ESOP account of Mr. Borgelt and 110,000 shares which could be
acquired pursuant to the exercise of options exercisable within 60
days of February 29, 2000.
(4) Includes 61,084 shares allocated to the Company ESOP account of Mr.
Miles, 11,794 shares held in Mr. Miles' individual retirement
account, and 245,767 shares which could be acquired pursuant to the
exercise of options exercisable within 60 days of February 29, 2000.
(5) Includes 2,186 shares allocated to the Company ESOP account of Mr.
Kunkle and 77,200 shares which could be acquired pursuant to the
exercise of options exercisable within 60 days of February 29, 2000.
(6) Includes 38,493 shares allocated to the Company ESOP account of Mr.
Whiting and 74,567 shares which could be acquired pursuant to
exercise of options exercisable within 60 days of February 29, 2000.
(7) Consists of 42,890 shares held by Mr. Weston's spouse and 75,567
shares which could be acquired pursuant to exercise of options
exercisable within 60 days of February 29, 2000.
(8) Includes 1,000 shares owned by a trust of which Mr. Jellison is a
co-trustee with shared investment and voting power, 1,258 shares
allocated to the Company ESOP account of Mr. Jellison and 5,500
shares which could be acquired pursuant to the exercise of options
exercisable within 60 days of February 29, 2000.
(9) Includes 9,986 shares owned by a trust of which Mr. Chapman is a
co-trustee with shared investment and voting power and 12,000 shares
which could be acquired pursuant to exercise of options exercisable
within 60 days of February 29, 2000.
(10) Includes 4,200 shares held by Mr. Coleman's spouse and 12,000 shares
which could be acquired pursuant to exercise of options exercisable
within 60 days of February 29, 2000.
(11) Includes 12,000 shares which could be acquired pursuant to exercise
of options exercisable within 60 days of February 29, 2000.
(12) Includes 8,000 shares which could be acquired pursuant to exercise of
stock options exercisable within 60 days of February 29, 2000.
(13) Includes 6,000 shares which could be acquired pursuant to the
exercise of options exercisable within 60 days of February 29, 2000.
(14) Includes 150,684 shares held by or for the benefit of others, 181,127
shares held in individual retirement accounts, 527 shares held in a
401(k) account, 110,413 shares allocated to employees' ESOP accounts
and 728,135 shares which could be acquired pursuant to the exercise
of warrants and options exercisable within 60 days of February 29,
2000.
The Board of Directors has established stock ownership guidelines to
encourage accumulation and retention of Common Stock by executives of the
Company, including the named executive officers. The guidelines are stated as a
multiple of annual base salary as follows: three times annual base salary for
the chief executive officer; two times annual base salary for the chief
operating officer; one times annual base salary for senior vice presidents; .75
times base salary for Vice Presidents and other Officers; and .50 times base
salary for General Managers. The recommended time period for reaching the
guidelines is five years. Common Stock allocated to officers in their Company
ESOP account and individual retirement plans will be included but stock options
will not be counted in determining ownership levels.
11
<PAGE> 15
HUMAN RESOURCES COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Human Resources 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
are made with respect to the executive officers of the Company.
In May 1998, the Committee retained Towers Perrin to study and report on
the Company's executive compensation practices. In November 1998, the Company
again retained Towers Perrin to do competitive evaluations of the total
compensation for twelve of the Company's corporate officer and executive
positions. The Human Resources Committee reviewed the findings of these studies
and made its recommendations to the Board of Directors of the Company at
meetings held in December 1998.
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 Human Resources 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 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 which is not performance based in accordance with certain
requirements. 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 Human Resources 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 1998, the Committee reviewed and approved the base
salaries of John C. Miles II, Gerald K. Kunkle, Thomas L. Whiting, W. William
Weston and William R. Jellison, in light of the information supplied by Towers
Perrin in May and November, 1998 concerning industry practices and the
recommendations made by them with respect to the Company's compensation
policies. Based on the above information, effective in 1999, the Committee kept
Mr. Miles' base salary at $550,000 and approved an increase in Mr. Kunkle's base
salary from $335,000 to $348,400. Effective in 1999, the Committee approved an
increase in the base salary of Mr. Whiting of $7,500 from $217,000 to 224,500.
The base salaries of Messrs. Weston and Jellison were set by the Committee at
430,000 DM and $210,000, respectively.
Among the factors that the Human Resources Committee considered in setting
base salaries for executive officers were its interpretation of the Towers
Perrin report regarding salary levels of executive officers of other
manufacturing companies of similar size, and a subjective evaluation of the
Company's performance. While the Committee believes that it will be appropriate
to attempt to maintain base salaries in line with perceived industry
12
<PAGE> 16
averages for comparable companies, the amount of any particular salary increase
will also depend upon the individual's job performance. In addition to the
Towers Perrin 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 December 1998, the
Human Resources Committee approved a bonus program for senior executives in
1999.
Under this bonus program, during 1999, certain target award opportunities
were established for the Company's Chief Executive Officer ("CEO"), President
and Chief Operating Officer ("COO"), Senior Vice Presidents and other management
employees. For the CEO and COO, the target consisted solely of a budgeted level
of corporate operating 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 of
the business group applicable to each such Senior Vice President. For Mr. Miles
and Mr. Kunkle, the bonus award for 100% of targeted performance was set at 75%
and 60%, respectively, of their base salaries, while for Messrs. Whiting, Weston
and Jellison, the bonus awards for 100% of targeted performance were set at 55%
of their respective base salaries. Messrs. Miles, Kunkle, Whiting, Weston and
Jellison received bonus awards for 1999 of 55.0%, 44.0%, 59.3%, 39.3%, and
40.3%, respectively, of their base salaries.
The Human Resources Committee reviewed Towers Perrin's report on the
competitiveness of the Company's executive retirement benefits. Based on its
review of the findings of the study, the Human Resources Committee determined
that the retirement benefits of executives are not competitive. The Committee
made recommendations to the Board of Directors of the Company at a meeting held
in December 1998 regarding executive retirement benefits. Based on such
recommendations the Board of Directors adopted the DENTSPLY International Inc.
Supplemental Executive Retirement Plan ("SERP") effective January 1, 1999. The
SERP is an unfunded "top-hat" plan for the purposes of providing additional
retirement benefits for highly compensated employees of the Company, including
the named executive officers, to make the Company's executive retirement
benefits more competitive and to make up for contributions that would otherwise
have been made for such executives under the terms of the Company's ESOP plan if
it were not for the limitations imposed by the Internal Revenue Code.
HUMAN RESOURCES COMMITTEE
MICHAEL J. COLEMAN BURTON C. BORGELT ARTHUR A. DUGONI, DDS, MSD
C. FREDERICK FETTEROLF
STOCK OPTIONS
The Company's 1998 Stock Option Plan 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 1999, 400,300 stock options were granted to the Company's executive
officers under the 1998 Stock Option Plan. The Stock Option Subcommittee of the
Human Resources 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 Perrin
report, and made option awards during 1999 that were intended to keep its
executive officers' holdings competitive with industry averages for comparable
companies.
13
<PAGE> 17
In determining the number of stock options to be granted to Mr. Miles in
1999, the subcommittee compared Mr. Miles' base salary, bonus and past stock
option grants to the compensation practices of corporations with revenues of
$500 million to $1 billion in Towers Perrin's Executive Compensation Data Base.
The grant made to Mr. Miles placed a greater emphasis on the long term portion
of his total direct compensation (base salary, annual bonus and the Black
Scholes value of DENTSPLY option grants) while still positioning his total
direct compensation between the 50th and 75th percentiles of competitive
practice.
STOCK OPTION SUBCOMMITTEE
MICHAEL J. COLEMAN ARTHUR A. DUGONI, DDS, MSD C. FREDERICK FETTEROLF
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
Composite Index. The graph assumes that $100 was invested on December 31, 1994
in the Company's Common Stock and in the Nasdaq Total Return Index and the
Standard & Poor's Health Care Composite Index and assumes reinvestment of
dividends.
Comparison Table
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1994 1995 1996 1997 1998 1999
------------ ---- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
DENTSPLY International Inc.......................... 100 128.1 153.2 198.2 168.7 156.3
S&P Health Care Composite Index..................... 100 157.8 190.6 273.9 395.0 362.5
Nasdaq Total Return Index........................... 100 141.3 173.9 213.1 300.2 542.4
</TABLE>
14
<PAGE> 18
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 any subsequent changes in ownership to the Securities and Exchange
Commission. 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. Based upon reports furnished to the Company and
written representations and information provided to the Company by the persons,
the Company believes that during fiscal 1999, all such persons complied with all
applicable filing requirements, except that there were three transactions in
January 1999 by family trusts of which Burton C. Borgelt is a co-trustee which
were not timely reported.
STOCKHOLDER PROPOSALS FOR 2001 PROXY STATEMENT
Stockholder proposals that are intended to be presented at the Company's
Annual Meeting of Stockholders to be held in 2001 must be received by the
Company no later than December 21, 2000, and must otherwise comply with Rule
14a-8, in order to be included in the proxy statement and proxy relating to that
meeting.
The Company's By-Laws provide that advance notice of stockholder-proposed
business to be brought before an Annual Meeting of Stockholders must be given to
the Secretary of the Company not less than 60 days in advance of the date of the
mailing of materials regarding the prior year's Annual Meeting, which mailing
date is identified on the Chairman's letter at the front of this Proxy
Statement. 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. In order to be brought before the 2001 Annual Meeting, stockholders
must notify the Company in writing, in accordance with the procedures set forth
above, of any stockholder-proposed business no later than February 19, 2001.
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 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.
FORM 10-K
STOCKHOLDERS MAY OBTAIN A COPY (WITHOUT EXHIBITS) OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999 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.
OTHER MATTERS
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 person named in the enclosed proxy card, or his duly
appointed substitute acting at the Annual Meeting, will be authorized to vote or
otherwise act thereon in accordance with his judgment on such matters.
15
<PAGE> 19
PROXY PROXY
DENTSPLY INTERNATIONAL INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
MAY 24, 2000
The undersigned stockholder of DENTSPLY International Inc. (the
"Company") hereby appoints Brian M. Addison as the attorney and proxy 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, 2000, 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. [X]
<TABLE>
[ ]
<S> <C> <C> <C>
1. Election of Class II Directors: For Withhold For All
Nominees: 01-Cynthia P. Danaher, 02-Leslie A. Jones and 03-Edgar H. Schollmaier All All Except
Instruction: TO WITHHOLD AUTHORITY to vote for any individual nominee, mark the
oval "For All Except" and write that nominee's name in the space provided. [ ] [ ] [ ]
--------------------
Nominee Exception(s)
2. Proposal to ratify the appointment of PricewaterhouseCoopers, LLP, For Against Abstain
independent certified accountants, to audit the books and accounts of the
Company for the year ending December 31, 2000 [ ] [ ] [ ]
</TABLE>
In his discretion, the proxy holder is authorized to vote upon such other
matters as may properly come before the meeting. UNLESS OTHERWISE SPECIFIED, THE
SHARES OF COMMON STOCK REPRESENTED HEREBY WILL BE VOTED "FOR" THE ELECTION AS
CLASS II DIRECTORS OF ALL THE NOMINEES LISTED AND "FOR" PROPOSAL 2.
Dated: ,2000
------------------------------
- -----------------------------------------
Signature of Stockholder
- -----------------------------------------
Signature of Stockholder
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.
/\ FOLD AND DETACH HERE /\
CONTROL NUMBER
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY FORM
PROMPTLY USING THE ENCLOSED ENVELOPE.
OR
TO VOTE BY INTERNET, FOLLOW THE INSTRUCTIONS BELOW:
o Go to the following website: www.harrisbank.com/wproxy
o Enter the information requested on the computer screen, including your six
digit Control Number located above
o Follow instructions on the screen
IF YOU VOTE BY INTERNET, DO NOT MAIL THIS PROXY CARD
<PAGE> 21
- --------------------------------------------------------------------------------
[LOGO] DENTSPLY INTERNATIONAL INC.
570 West College Avenue
P.O. Box 872
York, PA 17405-0872
(717) 845-7511
Fax (717) 849-4753
April 19, 2000
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 2000 Annual Meeting of
Stockholders; and the Annual Report for DENTSPLY for the year ending December
31, 1999. 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 22, 2000.
Very truly yours,
/s/ JOHN C. MILES II
John C. Miles II
Chairman of the Board and
Chief Executive Officer
<PAGE> 22
VOTING INSTRUCTIONS
DENTSPLY INTERNATIONAL INC.
ANNUAL MEETING OF STOCKHOLDERS, MAY 24, 2000
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 proxy nominated by the
Company's Board of Directors authorizing him to vote in his discretion upon such
other matters as may properly come before the meeting.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
<PAGE> 23
DENTSPLY INTERNATIONAL INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
<TABLE>
[ ]
<S> <C> <C> <C>
1. Election of Class II Directors: For Withhold For All
Nominees: 01-Cynthia P. Danaher, 02-Leslie A. Jones and 03-Edgar H. Schollmaier All All Except
Instruction: TO WITHHOLD AUTHORITY to vote for any individual nominee, mark the
oval "For All Except" and write that nominee's name in the space provided. [ ] [ ] [ ]
--------------------
Nominee Exception(s)
2. Proposal to ratify the appointment of PricewaterhouseCoopers, LLP, For Against Abstain
independent certified accountants, to audit the books and accounts of the
Company for the year ending December 31, 2000 [ ] [ ] [ ]
</TABLE>
In his discretion, the proxy holder is authorized to vote upon such other
matters as may properly come before the meeting. UNLESS OTHERWISE SPECIFIED, THE
SHARES OF COMMON STOCK REPRESENTED HEREBY WILL BE VOTED "FOR" THE ELECTION AS
CLASS II DIRECTORS OF ALL THE NOMINEES LISTED AND "FOR" PROPOSAL 2.
Dated: ,2000
------------------------------
- -----------------------------------------
Signature of Stockholder
- -----------------------------------------
Signature of Stockholder
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.
/\ FOLD AND DETACH HERE /\
CONTROL NUMBER
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY FORM
PROMPTLY USING THE ENCLOSED ENVELOPE.
OR
TO VOTE BY INTERNET, FOLLOW THE INSTRUCTIONS BELOW:
o Go to the following website: www.harrisbank.com/wproxy
o Enter the information requested on the computer screen, including your six
digit Control Number located above
o Follow instructions on the screen
IF YOU VOTE BY INTERNET, DO NOT MAIL THIS PROXY CARD
<PAGE> 24
- --------------------------------------------------------------------------------
[LOGO] DENTSPLY INTERNATIONAL INC.
570 West College Avenue
P.O. Box 872
York, PA 17405-0872
(717) 845-7511
Fax (717) 849-4753
April 19, 2000
Dear DENTSPLY 401(k) Participant:
AS A PARTICIPANT IN THE DENTSPLY 401(k) SAVINGS PLAN, YOU HAVE THE RIGHT TO
DIRECT THE 401(k) TRUSTEE TO VOTE THE SHARES OF DENTSPLY COMMON STOCK HELD IN
YOUR 401(k) ACCOUNT.
Enclosed for your information are: a proxy statement providing background for
the proposals to be acted upon at DENTSPLY's 2000 Annual Meeting of
Stockholders; and the Annual Report for DENTSPLY for the year ending December
31, 1999. Please read the proxy statement carefully, and decide how you want the
trustee to vote the shares of stock that are allocated to your 401(k) account.
Then, fill in the enclosed voting instruction card to direct the 401(k) trustee,
The Charles Schwab Trust Company, how to vote the shares in your 401(k) account.
YOUR VOTE IS IMPORTANT.
The 401(k) trustee will vote your shares as you direct. Any shares for which the
401(k) trustee receives no voting instructions will be voted by the 401(k)
trustee as instructed by the DENTSPLY 401(k) Committee.
YOUR VOTE IS CONFIDENTIAL.
Your voting instructions will be kept confidential by the 401(k) trustee. Voting
tabulations that identify individual 401(k) 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 401(k) trustee in the return envelope so that it will be
received no later than May 22, 2000.
Very truly yours,
/s/ JOHN C. MILES II
John C. Miles II
Chairman of the Board and
Chief Executive Officer
<PAGE> 25
VOTING INSTRUCTIONS
DENTSPLY INTERNATIONAL INC.
ANNUAL MEETING OF STOCKHOLDERS, MAY 24, 2000
To The Charles Schwab Trust Company, Trustee:
As a participant in the DENTSPLY International Inc. 401(k) Savings Plan
(the "401(k)"), 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 401(k) account (a) in accordance with the following
direction and (b) to grant a proxy to the proxy nominated by the Company's Board
of Directors authorizing him to vote in his discretion upon such other matters
as may properly come before the meeting.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
<PAGE> 26
DENTSPLY INTERNATIONAL INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
<TABLE>
[ ]
<S> <C> <C> <C>
1. Election of Class II Directors: For Withhold For All
Nominees: 01-Cynthia P. Danaher, 02-Leslie A. Jones and 03-Edgar H. Schollmaier All All Except
Instruction: TO WITHHOLD AUTHORITY to vote for any individual nominee, mark the
oval "For All Except" and write that nominee's name in the space provided. [ ] [ ] [ ]
--------------------
Nominee Exception(s)
2. Proposal to ratify the appointment of PricewaterhouseCoopers, LLP, For Against Abstain
independent certified accountants, to audit the books and accounts of the
Company for the year ending December 31, 2000 [ ] [ ] [ ]
</TABLE>
In his discretion, the proxy holder is authorized to vote upon such other
matters as may properly come before the meeting. UNLESS OTHERWISE SPECIFIED, THE
SHARES OF COMMON STOCK REPRESENTED HEREBY WILL BE VOTED "FOR" THE ELECTION AS
CLASS II DIRECTORS OF ALL THE NOMINEES LISTED AND "FOR" PROPOSAL 2.
Dated: ,2000
------------------------------
- -----------------------------------------
Signature of Stockholder
- -----------------------------------------
Signature of Stockholder
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.
/\ FOLD AND DETACH HERE /\
CONTROL NUMBER
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY FORM
PROMPTLY USING THE ENCLOSED ENVELOPE.
OR
TO VOTE BY INTERNET, FOLLOW THE INSTRUCTIONS BELOW:
o Go to the following website: www.harrisbank.com/wproxy
o Enter the information requested on the computer screen, including your six
digit Control Number located above
o Follow instructions on the screen
IF YOU VOTE BY INTERNET, DO NOT MAIL THIS PROXY CARD
