1
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[FEE REQUIRED]
For the fiscal year ended: June 30, 2000
Commission file number: 0-12751
A. Full title of the plan:
DeVry Inc. Profit Sharing Retirement Plan
B. Name of issuer of the securities held pursuant to the plan and
address of its principal executive office:
DeVry Inc.
ONE TOWER LANE, SUITE 1000
OAKBROOK TERRACE, ILLINOIS 60181
REQUIRED INFORMATION
The Plan's audited financial statements and other required information are
attached on the following pages.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following administrator of the DeVry Inc. Profit Sharing Retirement Plan has
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
DeVry Inc. Profit Sharing Retirement Plan
-----------------------------------------
(Name of Plan)
Date: December 28,2000 By: /s/Marilyn J. Cason
----------------------------------
Marilynn J. Cason - Administrator
Total Number of Pages 11
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DEVRY INC.
PROFIT SHARING RETIREMENT PLAN
--------------------
TABLE OF CONTENTS
PAGE(S)
-------
Report of Independent Accountants 3
FINANCIAL STATEMENTS
- ---------------------
Statements of Net Assets Available for Plan
Benefits at June 30, 2000 and 1999 4
Statements of Changes in Net Assets Available for Plan
Benefits for the Years Ended June 30, 2000 and 1999 5
Notes to Financial Statements 6 -10
ADDITIONAL INFORMATION
- ----------------------
Schedule of Assets Held for
Investment Purposes at June 30, 2000 11
Other supplemental schedules required by the Employee Retirement
Income Securities Act of 1974 have been omitted because they are
not applicable.
3
Report of Independent Accountants
To the Participants and Administrator of
the DeVry Inc. Profit Sharing Retirement Plan:
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the changes in net assets
available for benefits of the DeVry Inc. Profit Sharing Retirement Plan (the
"Plan") at June 30, 2000 and June 30, 1999, and the changes in net assets
available for benefits for each year in the two-year period ended June 30, 2000
in conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of the
Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
held for investment purposes is presented for the purpose of additional
analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
PricewaterhouseCoopers LLP
Chicago, Illinois
December 22, 2000
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DEVRY INC.
PROFIT SHARING RETIREMENT PLAN
--------------------
STATEMENTS OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
--------------------
June 30,
----------------------------
2000 1999
---- ----
ASSETS:
Investments, at Market Value (Note 5) $148,724,260 $130,435,319
Receivables:
Employee 401(k) Contributions (Note 1) 347,049 19,458
Employee Loan Repayments - 4,887
Company Contributions (Note 1) 3,381,483 2,701,221
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $152,452,792 $133,160,885
=========== ===========
The accompanying notes are an integral part of these statements.
5
DEVRY INC.
PROFIT SHARING RETIREMENT PLAN
--------------------
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
--------------------
For the Year Ended
June 30,
----------------------------
2000 1999
---- ----
ADDITIONS TO NET ASSETS AVAILABLE FOR
PLAN BENEFITS ATTRIBUTED TO:
Employee 401(k) Contributions $8,441,077 $7,405,867
Company 401(k) Matching Contributions 1,606,209 1,189,266
Company Discretionary Contributions 3,307,826 2,697,147
Assets Transferred from Other Plans (Note 1) 1,466,907 273,643
Interest and Dividends on Invested Funds 3,571,648 3,680,858
Realized and Unrealized Gains on Invested Funds (Note 2) 13,296,427 10,459,341
----------- -----------
TOTAL ADDITIONS 31,690,094 25,706,122
----------- -----------
DEDUCTIONS FROM NET ASSETS AVAILABLE FOR
PLAN BENEFITS ATTRIBUTED TO:
Investment and Administrative Expenses 300,660 69,331
Distributions to Employees 11,264,294 6,412,973
Realized and Unrealized Losses on Invested Funds (Note 2) 833,234 1,676,406
----------- -----------
TOTAL DEDUCTIONS 12,398,188 8,158,710
----------- -----------
NET ADDITIONS 19,291,906 17,547,412
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of Year 133,160,885 115,613,473
----------- -----------
End of Year $152,452,791 $133,160,885
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The accompanying notes are an integral part of these statements.
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DEVRY INC.
PROFIT SHARING RETIREMENT PLAN
----------------------
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
--------------------------
NOTE 1 - GENERAL DESCRIPTION OF THE PLAN
- -----------------------------------------
The following brief description of the DeVry Inc. Profit Sharing Retirement
Plan (the Plan) is provided for general information purposes only.
Participants should refer to the Plan document for a more complete description
of the Plan's provisions.
The Plan, as amended, is a participant directed defined contribution plan with
elective employee participation on a before-tax basis under Section 401(k) of
the Internal Revenue Code and is subject to the Employee Retirement Income
Security Act of 1974 (ERISA). The Plan covers all United States employees of
DeVry Inc. (the Company), and its subsidiaries, eligible on the first payroll
of the month following completion of thirty days of service. New employees
who were participants in other qualified retirement plans are permitted to
transfer their vested account balances to the Plan. The Plan covered 2,787 and
2,727 of the Company's employees at June 30, 2000 and 1999, respectively. This
includes 457 and 649 former employees for whom benefits had not yet been
distributed as of June 30, 2000 and 1999, respectively.
The Company is the administrator of the Plan. The Company has engaged Merrill
Lynch/Howard Johnson & Company to perform certain administrative and record
keeping services. Bank of America is the Plan's trustee.
Pursuant to the Plan, eligible employees may elect to contribute from 1-15% of
their annual eligible compensation on a before-tax basis as limited by the
Internal Revenue Code. Highly compensated employees of the Company, as defined
by the Internal Revenue Code, are limited to contributing a maximum of 10% of
their compensation. In accordance with the Internal Revenue Code, eligible
employees could contribute a maximum of $10,500 and $10,000 during of the
calendar years 2000 and 1999, respectively.
The Company makes a matching contribution for all participants who have elected
to make 401(k) contributions. This matching contribution is equal to 1% of
gross pay if a participant contributes 1% of their eligible compensation. The
matching contribution is 2% if a participant contributes 2% or more of their
eligible compensation. The Company may also make a discretionary contribution
in an amount determined annually by its board of directors.
Participants in the Plan may elect each month to invest their contributions
and previousaccount balances in multiples of 5% in any of the funds described
below. However, investments in the DeVry Inc. Stock Fund may be made only with
current period contributions and are limited to 25% of these contributions.
Prior account balances may not be allocated to this fund.
Government Securities Money Market Fund
- ---------------------------------------
Invests in direct U.S. Government obligations including Treasury bills and
other short-term securities backed by the full faith and credit of the
U.S. Government. The assets are managed by the Vanguard Group as part of
the Vanguard Money Market Reserves-U.S. Treasury Portfolio.
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NOTE 1 - GENERAL DESCRIPTION OF THE PLAN, continued
- ----------------------------------------------------
Participating and Experience Rated Investment Contract
- ------------------------------------------------------
Provides a guarantee of principal by Connecticut General Life Insurance
Company and a targeted fixed rate of return. This rate of return is
adjusted annually to reflect the actual investment performance of the
asset portfolio. The asset portfolio consists primarily of intermediate
term bonds, with a small percentage in commercial mortgages. This
contract does not have a fixed maturity date. The assets are managed by
the Connecticut General Life Insurance Company.
Balanced Fund
- -------------
Invests in a broadly diversified portfolio of high yielding securities
including common stocks, preferred stocks and bonds. Emphasis is placed
principally on current income with capital growth a secondary
consideration. These assets are managed by Fidelity Investment Services
as part of the Fidelity Puritan Fund.
Value Equity Fund
- -----------------
Invests in a diversified portfolio of common stocks of companies whose
shares are selling at discounted valuation levels or are expected to have
above average future dividend growth. The assets in this fund are managed
by Bank of America as part of the Bank of America Large Cap Core Equity
Fund.
Aggressive Growth Equity Fund
- -----------------------------
Invests in common stocks of small and medium size companies with expected
high growth rates, financial strength, a low current valuation, and
management expertise and innovation. The assets are managed by Gardner
Lewis Asset Management as a part of the Chesapeake Aggressive Growth Fund.
DeVry Inc. Stock Fund
- ---------------------
Invests only in the common stock., $0.01 par value, of the Company.
Assets are managed by the Plan's trustee, Bank of America.
Bond Fund
- ---------
Invests in high-quality, highly liquid fixed income securities. The fund
may invest in investment grade fixed-income securities, including U.S.
Government (and agency) securities, corporate bonds, mortgage-related
securities, and asset backed securities. The assets are managed by
Lincoln Capital Management Company as part of the Ariel Growth Premier
Bond Fund.
The number of participants in each of the Plan's funds was as follows:
June 30,
2000 1999
----- -----
Government Securities Money Market Fund 1,420 809
Participating Investment Contract 1,076 1,108
Balanced Fund 1,086 990
Value Equity Fund 1,848 1,780
Aggressive Growth Equity Fund 1,380 1,205
DeVry Inc. Stock Fund 1,523 1,660
Bond Fund 378 323
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NOTE 1 - GENERAL DESCRIPTION OF THE PLAN, continued
- ----------------------------------------------------
Participants are fully vested in their 401(k) contributions and related
investment earnings or losses. Participant's vest in the Company's matching
and discretionary contributions and related investment earnings and losses
based upon the following vesting schedule:
Years of Service Vesting %
---------------- ---------
1 20%
2 40%
3 60%
4 80%
5 100%
Participant contributions and the Company's contribution for its 1% or 2%
match of compensation of participants who make 401(k) contributions on a
before-tax basis are allocated after each payroll to participants' accounts.
The Company's discretionary contribution, if any, is allocated to participants'
accounts following the end of the plan year for which the contribution is
declared. As of June 30, 2000, the discretionary contribution of $3,307,162
for plan year 2000 had not yet been allocated to participants' accounts.
Interest, dividends and investment gains or losses are allocated to
participants' accounts daily. Allocations are based upon participants'
earnings, seniority or account balances as defined in the Plan. Forfeitures
of the unvested or unclaimed portions of former participants' balances are
periodically allocated to the accounts of the remaining participants.
Former employees may elect to receive a lump sum distribution or, under certain
circumstances, to maintain their vested account balances in the Plan but they
are not eligible to receive any future Company matching or discretionary
contributions.
Active participants may, under certain circumstances, withdraw a portion of
their 401(k) account balance. These withdrawals may be in the form of loans
which are to be repaid with interest over a period not to exceed 5 years (10
years under certain limited circumstances). Permanent withdrawals of
contributions, but not earnings, may also be made if the Internal Revenue
Service (IRS) defined hardship conditions are met. A permanent withdrawal is
treated as a taxable distribution to the participant. Upon retirement or after
age 59 1/2, participants may elect a lump sum distribution or one of several
annuity payment plans.
The Company anticipates that the Plan will continue without interruption but
reserves the right to terminate or freeze the Plan at any time. In the event
the Plan is terminated or frozen, all amounts not yet allocated to
participants' accounts will be allocated in accordance with the provisions of
the Plan. The resultant participants' accounts then become fully vested. If
the Plan is terminated, the assets in the Plan will be completely distributed.
If the Plan is frozen, the assets of the Plan will be retained in the Plan for
distribution at such time and in such a manner as the Plan provides.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------
Basis of Accounting
- -------------------
The financial statements of the Plan are reported on the accrual basis of
accounting.
Contributions
- -------------
Contributions from participants are recorded in the period payroll deductions
are made. The Company's 401(k) matching contributions are recorded in the
same period as the participant contributions are made. The Company's
discretionary contribution, if any, is recorded in the period for which the
contribution is declared.
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
- -------------------------------------------------------------------
Investment Valuation
- --------------------
Investments held by the insurance company are stated at the value as determined
by the insurance company which approximates fair market value. Participant
loans receivable are stated at cost which approximates fair market value. All
other investments are stated at market value as determined by public market
prices at June 30, 2000 and 1999 respectively. Income from investments is
recognized when earned.
Realized and Unrealized Gains (Losses)
- --------------------------------------
Includes both realized and unrealized gains and losses on invested funds.
Expenses
- --------
Investment expenses incurred by the managers of the funds and directly related
administrative expenses are deducted from the earnings of the Plan. Other
administrative expenses are paid by the Company.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates.
Risks and Uncertainties
- -----------------------
The Plan provides for various investment options in several mutual funds.
Investing in mutual funds presents various risks, such as interest rate and
market volatility. Due to the level of risk associated with certain investment
options and the level of uncertainty related to changes in the value of
investment securities, it is possible that changes in risks in the near term
would materially affect participants' account balances and the amounts
reported in the statement of net assets available for plan benefits and the
statement of changes in net assets available for plan benefits.
NOTE 3 - DISTRIBUTIONS PAYABLE
- --------------------------------
As of June 30, 2000, there were no participant distributions payable.
Participant distributions for participant requests approved and payable but
not distrubuted as of June 30, 1999 are as follows:
June 30,
1999
--------
Government Securities Money Market Fund $ 18,300
Participating and Experience Rated
Investment Contract 145,700
Balanced Fund 14,600
Value Equity Fund 141,500
Aggressive Growth Equity Fund 14,100
DeVry Inc. Stock Fund 46,600
Bond Fund 2,900
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Total $383,700
========
The treatment of the participant distributions payable on IRS Form 5500 is
different than the treatment in the Plan's financial statements where such
amounts are included in net assets available for Plan benefits.
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NOTE 4 - TAX STATUS OF THE PLAN
- ------------------------------------
The Plan has received a favorable determination letter from the IRS dated
April 20, 1995. Furthermore, the Company believes the Plan has been
administered in accordance with Internal Revenue Code requirements and is
therefore exempt from federal income taxes.
NOTE 5 - STATEMENTS OF NET ASSETS AND CHANGES IN NET ASSETS
- --------------------------------------------------------------------
Investments which represent at least 5% of Net Assets Available for Plan
Benefits consist of the following:
June 30,
-------------------------
2000 1999
---- ----
Connecticut General Life Insurance -
Participating Investment Contract
(Contract # 012-9202; 7.37% and 6.75% at
June 30, 2000 and 1999, respectively) $ 28,366,075 $ 26,665,788
DeVry Inc. Common Stock (726,303 and 728,319
shares at June 30, 2000 and 1999, respectively) 19,201,636 16,296,138
Bank of America - Value Equity Fund (942,674.854
and 967,125.365 units at June 30, 2000 and 1999,
respectively) 63,979,625 59,976,512
Chesapeake - Aggressive Growth Equity
Fund (798,664.447 and 662,340.893 units at
June 30, 2000 and 1999, respectively) 19,343,653 11,531,355
Fidelity - Balanced Fund (472,232.370 and 428,272.248
units at June 30, 2000 and 1999, respectively) 8,896,858 8,852,387
All other investments 8,936,413 7,113,139
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$148,724,260 $130,435,319
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NOTE 6 - SUBSEQUENT EVENT
- --------------------------
As of July 1, 2000, the Company has retained American Express Retirement
Services to perform the record keeping and trustee functions formerly performed
by Merrill Lynch/Howard Johnson & Company and Bank of America, respecitvely.
Along with this change, many of the investment funds previously offered were
replaced with funds offering a larger array of investment styles. The Bank of
America Large Cap Core Equity Fund (Value Equity Fund) and the DeVry Inc. Stock
fund were retained as investment choices. No other significant provisions of
the Plan were changed.
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SCHEDULE I
DEVRY INC.
PROFIT SHARING RETIREMENT PLAN
--------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------
June 30, 2000
-------------
(a) (b) (c) (e)
Identity of issue, borrower Description of Current
lessor, or similar party Investments Value
--------------------------- ------------------------------------ ------------
Connecticut General Participating Investment Contract
Life Insurance Company (Contract # 012-9202; 7.37%) $28,366,075
Vanguard Money U.S. Treasury MM Portfolio
Market Reserves, Inc. (4,084,834.69 units) 4,084,835
Fidelity Investment Fidelity Puritan Fund
Services (472,232.370 units) 8,896,858
<FN>1 Bank of America Bank of America Large Cap Core Equity
Fund (942,674.854 units) 63,979,625
Gardner Lewis Asset Chesapeake Aggressive Growth Fund
Management, Inc. (798,664.447 units) 19,343,653
<FN>1 Bank of America, DeVry Stock Fund
Trustee (726,303 shares) 19,201,636
Lincoln Capital Ariel Growth Premier Bond Fund
Management Company (137,845.547 units) 1,346,751
<FN>1 Bank of America, Participant Loans
Trustee (Interest Rates of 7.0% to 12.5%) 3,469,541
MUTUAL/COLLECTIVE FUNDS - SHORT TERM
<FN>1 Bank of America Bank of America Short Term
Investment Fund 35,288
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$148,724,260
===========
<FN>
<FN>1 Party-in-interest
</FN>