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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
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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: 359 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
SIGNATURES 4
EXHIBIT INDEX 5
EXHIBITS 6 - 359
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ITEM 2 - ACQUISITION OF ASSETS
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On May 16, 2003, DeVry Inc., the Company completed the acquisition all of the
outstanding shares of capital stock of Dominica Management, Inc. 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.
Funding for the purchase was obtained using 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 Credit Agreement (revolving line of credit), the
U.S. Subsidiary Guaranty, the Offshore Subsidiary Guaranty, the Note Purchase
Agreement and the Pledge and Intercreditor Agreement which are attached hereto
as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, respectively, and 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.
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(REGISTRANT)
Date: May 30, 2003 /s/Dennis J. Keller
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Dennis J. Keller
Chairman
Date: May 30, 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
Exhibit
Number Description
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4.1 Credit Agreement, dated May 16, 2003, between DeVry Inc.
and Global Education International, Inc., as the Borrowers,
Bank of America, N.A., as Administrative Agent, Swing Line
Lender and L/C Issuer, and The Other Lenders Party Hereto
(the "Credit Agreement"). [The schedules and exhibits to the
Credit 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.]
4.2 U.S. Subsidiary Guaranty, dated May 15, 2003, regarding the
Credit Agreement
4.3 Offshore Subsidiary Guaranty, dated May 16, 2003, regarding
the the Credit Agreement
4.4 Note Purchase Agreement, dated May 16, 2003
4.5 Pledge and Intercreditor Agreement, dated May 16, 2003, by
and Among DeVry Inc. and Global Education International, Inc.
and Certain of Their Subsidiaries, as the Grantors, the Banks
Party Hereto, the Noteholders Party Hereto, and Bank of
America, N.A., as Collateral Agent. [The schedules and
exhibits to the Pledge and Intercreditor 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.]