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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 16, 2003
DeVRY INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 012751 36-3150143
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(State or other jurisdiction <Commission (IRS Employer
of incorporation) File Number) Identification No.)
ONE TOWER LANE, OAKBROOK TERRACE, IL 60181
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (630)571-7700
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Total number of pages: 102 Exhibit Index is located on page 5
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DEVRY INC.
FORM 8-K INDEX
Page No.
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ITEM 2. Acquisition of Assets
Description of the acquisition of
Dominica Management, Inc. 3
ITEM 7. Financial Statements and Exhibits
Financial Statements Index 3
SIGNATURES 4
EXHIBIT INDEX 5
EXHIBITS 6 - 102
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ITEM 2 - ACQUISITION OF ASSETS
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On May 16, 2003, the Company completed the acquisition all of the outstanding
shares of capital stock of Dominica Management, Inc. In connection with the
acquisition, outstanding non-qualified stock options were cancelled and the
holders of those options received cash. The total consideration was comprised
of the originally announced $310 million plus approximately $15 million in
cash paid pursuant to an estimated working capital adjustment, subject to
further adjustment based on actual working capital as of the closing date.
None of the stockholders of Dominica Management had a material relationship
with the Company, the Company's directors, the Company's officers or any
associates of any of such directors or officers. The terms of the acquisition
were the results of arms-length negotiations between the Company and the
stockholders of Dominica Management. Funding for the purchase was obtained
from cash from the Company's current operations, $125 million of senior notes
due 2010 privately placed with institutional investors and a revolving line of
credit of $175 million from a group of banks led by Bank of America, N.A. The
stock of certain of the subsidiaries of the Company is pledged as collateral
to secure borrowings under the notes and the revolving credit facility.
This foregoing description is not necessarily complete and is qualified in its
entirety by reference to the Stock Purchase Agreement, Amendment No. 1 to
Stock Purchase Agreement and Amendment No. 2 to Stock Purchase Agreement which
are attached hereto as Exhibits 2.1, 2.2 and 2.3, respectively, and
incorporated herein by reference.
Dominica Management, Inc. owns and operates Ross University School of Medicine
and Ross University School of Veterinary Medicine. With campuses located in
the Caribbean countries of Dominica and St. Kitts/Nevis, Ross University is
one of the world's largest providers of medical and veterinary education with
more than 2,500 students.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
The following documents are filed as part of this report:
(a) Financial Statements of Business Acquired
It is impracticable to provide the required historical and interim
financial statements of Dominica Management, Inc. at the date of this
report. Pursuant to the Commission's Rules and Regulations, the
Company anticipates that any required financial statements will be
filed by amendment to this report within 60 days after the date that
this report is required to be filed.
(b) Pro Forma Financial Information
It is also impracticable to provide the required historical and interim
pro forma financial information at the date of this report. This
information is expected to be filed with the Commission within 60 days
after the date that this report is required to be filed.
(c) Exhibits
A list of exhibits filed herewith is contained on the Exhibit Index
immediately preceding such exhibits, and is incorporated herein by
reference.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DEVRY INC.
(REGISTRANT)
Date: May 16, 2003 /s/Dennis J. Keller
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Dennis J. Keller
Chairman and Co-CEO
Date: May 16, 2003 /s/Norman M. Levine
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Norman M. Levine
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
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2.1 Stock Purchase Agreement, dated March 19, 2003,
among Dominica Management, Inc., its
stockholders and optionholders, Ross
University Services, Inc., Ross University
Management, Inc. and DeVry Inc. (the "Stock
Purchase Agreement") [The schedules and
exhibits to the Stock Purchase Agreement have
been omitted in accordance with the instructions
to Item 601(b)(2) of Regulation S-K. The
registrant hereby undertakes to provide a
copy of the schedules and exhibits to the staff
of the Securities and Exchange Commission upon
request.] 6-92
2.2 Amendment No. 1 to Stock Purchase
Agreement, dated as of March 26, 2003 93-94
2.3 Amendment No. 2 to Stock Purchase
Agreement, dated as of May 15, 2003 95-100
99 Press Release dated May 19, 2003 101-102