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, 2001
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Commission file number: 0-12751
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DeVry Inc. Profit Sharing Retirement Plan
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A. Full title of the plan:
DeVry Inc.
ONE TOWER LANE, SUITE 1000
OAKBROOK TERRACE, ILLINOIS 60181
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B. Name of issuer of the securities held pursuant to the plan and address of
its principal executive office:
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 21, 2001 By: /s/ Marilynn J. Cason
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Marilynn J. Cason - Administrator
Total Number of Pages 14
2
DEVRY INC.
PROFIT SHARING RETIREMENT PLAN
REPORT ON AUDITED FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
YEARS ENDED JUNE 30, 2001 AND 2000
3
DEVRY INC.
PROFIT SHARING RETIREMENT PLAN
TABLE OF CONTENTS
Pages
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Independent Auditors' Report 4-5
Financial Statements:
Statements of Net Assets Available for Benefits 6
Statements of Changes in Net Assets Available
for Benefits 7
Notes to Financial Statements 8-13
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes 14
4
Independent Auditors' Report
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To the Participants and Administrator of
The DeVry Inc. Profit Sharing Retirement Plan
We have audited the accompanying statement of net assets available for benefits
of DeVry Inc. Profit Sharing Retirement Plan (the Plan) as of June 30, 2001 and
the related statement of changes in net assets available for benefits for the
year then ended. 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 audit. The financial statements of the Plan
as of June 30, 2000 were audited by other auditors whose report dated
December 22, 2000, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of DeVry Inc.
Profit Sharing Retirement Plan as of June 30, 2001 and the changes in its net
assets available for benefits for the year then ended in conformity with
accounting principles generally accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedule of assets held for
investment purposes at June 30, 2001 is presented for the purpose of additional
analysis and is not a required part of the basic financial statements, but are
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. The supplemental schedule is the responsibility of
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the Plan's management. The supplemental schedule has been subjected to the
auditing procedures applied in the audit 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.
Hill, Taylor LLC
October 24, 2001
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DEVRY INC.
PROFIT SHARING RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 2001 AND 2000
2001 2000
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Assets
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Investments, at market value $ 148,801,272 $ 148,724,260
Receivables:
Accrued investment income 15,274 -
Employee 401(k) contributions 391,870 347,049
Company contributions 3,819,966 3,381,483
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Net Assets Available for Benefits $ 153,028,382 $ 152,452,792
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The accompanying notes are an integral part of these financial statements.
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DEVRY INC.
PROFIT SHARING RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
YEARS ENDED JUNE 30, 2001 AND 2000
2001 2000
------------ ------------
Additions to net assets available for
plan benefits attributed to:
Employee 401(k) contributions $ 8,810,870 $ 8,441,077
Employer 401(k) matching contributions 1,964,715 1,606,209
Company discretionary contributions 3,733,278 3,307,826
Assets transferred from other plans 230,635 1,466,907
Interest and dividends on invested funds 3,461,598 3,571,649
Realized and unrealized gains
on invested funds 3,907,879 13,296,427
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Total additions 22,108,975 31,690,095
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Deductions from net assets available for
plan benefits attributed to:
Investment and administrative expenses 146,982 300,660
Distributions to employees 7,162,205 11,264,294
Realized and unrealized losses
on invested funds 14,224,198 833,234
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Total deductions 21,533,385 12,398,188
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Net additions 575,590 19,291,907
Net assets available for plan benefits:
Beginning of year 152,452,792 133,160,885
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End of year $153,028,382 $152,452,792
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The accompanying notes are an integral part of these financial statements.
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DEVRY INC.
PROFIT SHARING RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2001 AND 2000
1. General Description of the Plan:
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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 of America
employees of DeVry Inc. (the Company), and its subsidiaries, eligible on the
date of hire to make employee contributions. Participants are eligible for the
Company's matching contributions and profit sharing contributions after
completing one year of service with 1,000 hours. New employees who were
participants in other qualified retirement plans are permitted to transfer
their vested account balances to the Plan. The Plan covered 3,176 and 2,787 of
the Company's employees at June 30, 2001 and 2000, respectively. This includes
839 and 457 former employees for whom benefits had not yet been distributed as
of June 30, 2001 and 2000.
The Company is the administrator of the Plan. On July 1, 2000, the Company
engaged American Express Retirement Services to perform certain administrative
and record keeping services, which were previously performed by Merrill Lynch/
Howard Johnson & Company. Effective July 1, 2000, American Express Retirement
Services is the Plan's trustee, which replaced Bank of America, former trustee
of the Plan. 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 Fund (Large Cap Core Fund), the DeVry Inc.
Stock Fund and the CIGNA Income Fund were retained as investment choices.
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 during calendar years 2001 and
2000, respectively.
The Company makes a matching contribution for all participants who have elected
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1. General Description of the Plan (Continued):
-------------------------------------------
to make 401(k) contributions. This matching contribution is equal to 1% of
gross pay if a participant contributes 1% of his or her eligible compensation.
The matching contribution is 2% if a participant contributes 2% or more of his
or her 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
previous account balances in 1% increments 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.
U.S. Government Securities Fund II - 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
American Express Trust Company as part of the American Express Trust U.S.
Government Securities Fund II.
Income Fund - Invests in commercial mortgages and privately placed and publicly
traded fixed income securities, including corporate bonds, asset-backed
securities and residential mortgage bonds. The assets are invested in the CIGNA
Income Fund.
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 invested in the
American Express Bond Fund (Class Y).
Balanced Fund - Invests in a broadly diversified portfolio of high yielding
securities including common stocks, preferred stocks, convertible securities
and bonds. Emphasis is placed principally on current income with capital growth
a secondary consideration. The assets are invested in the AIM Balanced Fund
(Class A).
Equity Index Fund - Invests in a portfolio consisting of common stocks of the
S&P 500 Index, an unmanaged index. The assets are managed by American Express
Trust Company as part of the American Express Trust Equity Index Fund I.
Income and Growth Fund - Invests primarily in common stocks selected from a
universe of the 1,500 largest companies traded in the United States. The assets
are invested in the American Century Income & Growth Fund (Advisor Class).
Growth Fund - Invests in a portfolio of companies with significant growth
potential due to superiority in technology, marketing, or management. Stocks
of these companies may be subject to more price volatility than the stock
market as a whole. The assets are invested in the American Express New
Dimensions Fund (Class Y).
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1. General Description of the Plan (Continued):
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Large Cap Core Fund - Typically owns between 90 and 120 different stocks
diversified across industry sectors similar to the S&P 500 Index. The assets
are invested in the Bank of America Large Cap Core Equity Fund.
International Fund - Invests in common stocks of issuers outside the United
States with expected high growth rates, financial strength, a high current
valuation, management expertise and innovation. The assets are invested in the
Janus Overseas Fund.
Emerging Growth Fund - Invests in common stocks of small or medium-sized
companies. Stocks of these companies may be subject to abrupt or erratic price
movements. Some of these companies may also have fewer financial resources. The
assets are managed by American Express Trust Company as part of the American
Express Trust Emerging Growth Fund II.
DeVry Inc. Stock Fund - Invests only in the common stock, $0.01 par value, of
the Company. The assets are managed by the Plan's trustee, American Express
Trust Company.
The number of participants in each of the Plan's funds was as follows:
June 30
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2001 2000
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U.S. Government Securities Fund II 1,172 -
Government Securities Money Market Fund - 1,420
Participating Investment Contract - 1,076
Income Fund 1,075 -
Bond Fund 490 378
Balanced Fund 1,125 1,086
Equity Index Fund 250 -
Income and Growth Fund 218 -
Growth Fund 314 -
Large Cap Core Fund 1,736 1,848
International Fund 408 -
Emerging Growth Fund 1,492 -
Aggressive Growth Equity Fund - 1,380
DeVry Inc. Stock Fund 1,527 1,523
Participants are fully vested in their 401(k) contributions and related
investment earnings or losses. Participants vest in the Company's matching and
discretionary contributions and related investment earnings and losses based
upon the following vesting schedule:
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1. General Description of the Plan (Continued):
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Years of Service Vesting %
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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, 2001, the discretionary contribution of $3,733,278 for the plan
year 2001 has not yet been allocated to participants' accountants. 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 annually 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 five years
(ten years under certain limited circumstances). Participants may borrow from
their accounts a minimum of $1,000 up to a maximum equal to the lesser of
$50,000 or 50% of their account balance, whichever is less. The interest rate
is based on the prime rate plus 1%. Loans are repaid through payroll
deductions. 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 the
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.
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2. Summary of Significant Accounting Policies:
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(a) Basis of Accounting
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The financial statements of the Plan are prepared on the accrual basis of
accounting.
(b) Use of Estimates
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The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results may differ from those
estimates.
(c) Risk 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 statements of net asset available for benefits and the statements of
changes in net assets available for benefits.
(d) Contributions
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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.
(e) Valuation and Income Recognition
--------------------------------
The Plan's investments are stated at fair value. Quoted market prices are used
to value investments. Shares of mutual funds and collective investment trusts
are valued at the net asset value of shares or units held by the plan at year
end. Participant loans receivable are stated at cost which approximates fair
market value.
Purchases and sales of securities are recorded on a trade-date basis. Dividends
are recorded on the ex-dividend date.
(f) Expenses
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Investment expenses incurred by the manager of the funds and directly related
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2. Summary of Significant Accounting Policies (Continued):
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administrative expenses are deducted from the earnings of the Plan. Other
administrative expenses are paid by the Company.
3. Investments:
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The following presents investments (all are participant-directed) that
represent 5 percent or more of the Plan's net assets.
June 30
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2001 2000
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American Express Trust U.S. Government
Securities Fund II (5,073,302.990 units
at June 30, 2001) $ 5,073,303 $ -
CIGNA Income Fund (3,000,809.640 and
2,836,607.492 units at June 30, 2001 and
2000, respectively) 31,904,608 28,366,075
AIM Balanced Fund (Class A) (308,202.690
units at June 30, 2001) 8,527,968 -
Fidelity - Balanced Fund (472,232.370 units
at June 30, 2000) - 8,896,858
DeVry Inc. Common Stock (2,278,338.636
and 1,920,207.803 units at June 30, 2001
and 2000, respectively) 24,663,016 19,201,636
Bank of America Large Cap Core Fund
(6,044,609.999 and 6,454,972.698 units
at June 30, 2001 and 2000, respectively) 49,396,553 63,979,625
American Express Trust Emerging Growth
Fund II (945,279.886 units at June 30, 2001) 17,562,355 -
Chesapeake - Aggressive Growth Equity Fund
(798,664.447 units at June 30, 2000) - 19,343,653
All other investments 11,673,469 8,936,413
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$148,801,272 $148,724,260
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4. Tax Status:
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The Plan has received a favorable determination letter from the Internal
Revenue Service 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.
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DEVRY INC.
PROFIT SHARING RETIREMENT PLAN
FORM 5500, SCHEDULE H, PART IV, ITEM (i)
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT JUNE 30, 2001
(a) (b) (c) (d) (e)
Identity of issue, borrower,
Lessor, or similar party Description of Investments Cost Current Value
---------------------------- -------------------------- ------------ -------------
* American Express Trust U.S. Government Securities
Fund II (5,073,302.990 units) $ 5,073,303 $ 5,073,303
Connecticut General Life CIGNA Income Fund
Insurance Company (3,000,809.640 units) 30,154,898 31,904,608
* American Express Trust AXP Bond Fund (Class Y)
(607,931.175 units) 2,891,226 2,893,752
AIM Advisors, Inc. AIM Balanced Fund (Class A)
(308,202.690 units) 9,993,492 8,527,968
* American Express Trust American Express Trust Equity
Index Fund I (35,917.007 units) 1,395,263 1,283,925
American Century American Century Income &
Growth Fund (Advisor Class)
(32,264.425 units) 982,277 929,861
* American Express Trust AXP New Dimensions Fund
(Class Y) (61,467.762 units) 1,967,844 1,593,859
Bank of America Large Cap Core Fund
(6,044,609.999 units) 59,911,332 49,396,553
Janus Capital Corporation Janus Overseas Fund
(72,257.146 units) 2,244,290 1,617,115
* American Express Trust American Express Trust
Emerging Growth Fund II
(945,279.886 units) 21,718,288 17,562,355
* American Express Trust, DeVry Stock Fund
Trustee (2,278,338.636 units) 22,875,766 24,663,016
* American Express Trust, Participant Loans (Interest
Trustee rates of 7% to 10.50%) - 3,351,416
* American Express Trust Cash 3,541 3,541
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$159,211,520 $148,801,272
*Indicates party-in-interest. ============ ============