<PAGE> 1
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting material pursuant to Section 240.14a-11(c) or Section 240.14a-12
DeVRY INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Marilynn J. Cason, Vice President and General Counsel
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock, $0.01 par value
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
16,700,000 shares maximum
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(3) Prior unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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:
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(4) Date Filed:
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<PAGE> 2
DeVry Logo
September 20, 1996
Dear Stockholder:
On behalf of the Board of Directors of DeVry Inc., it is my pleasure to
invite you to attend your Company's Annual Meeting of Stockholders at 10:30
a.m., Tuesday, November 19, 1996, in the Eighth Floor Auditorium at The Harris
Trust and Savings Bank, 111 West Monroe Street, Chicago, Illinois.
We will begin with a discussion of the items listed in the enclosed proxy
statement, followed by a report on the growth of DeVry during the last fiscal
year. DeVry's performance is also discussed in the enclosed 1996 Annual Report
to stockholders, which we think you will find to be interesting reading.
We strongly encourage you to attend the meeting to represent your shares.
Whether or not you plan to attend in person, please mark, sign, date and return
your proxy card promptly. Proxy cards may be retrieved immediately prior to the
meeting if you would like to vote in person.
We look forward to greeting you at the meeting.
Thank you.
Sincerely,
Keller Sig
Dennis J. Keller
Chairman of the Board
<PAGE> 3
DEVRY INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 19, 1996
You are cordially invited to attend the Annual Meeting of Stockholders of
DeVry Inc. at The Harris Trust and Savings Bank, 111 West Monroe Street,
Chicago, Illinois on Tuesday, November 19, 1996, at 10:30 a.m. Central Standard
Time, for the following purposes:
(1) To elect three Directors of the Company to serve as Class II
Directors for a three-year term, and one Director to serve as a Class I
Director for a two-year term, until their respective successors are elected
and qualified;
(2) To consider and vote upon a proposal to amend the Company's
Restated Certificate of Incorporation to increase the authorized number of
shares of Common Stock ($0.01 par value) from 20,000,000 to 75,000,000;
(3) To ratify the appointment of Price Waterhouse as independent
public accountants for the Company for the current fiscal year; and
(4) To consider such other business as may properly come before the
meeting or any adjournment thereof.
You will find enclosed with this Notice a proxy card and a Proxy Statement
for the meeting and a copy of the DeVry Inc. Annual Report for 1996.
The Board of Directors has fixed a record date of September 20, 1996. Only
stockholders of record on that date are entitled to notice of, and to vote at,
the meeting. The principal office of the Company is situated at One Tower Lane,
Suite 1000, Oakbrook Terrace, Illinois 60181.
All stockholders are cordially invited to attend the meeting in person.
However, to assure representation at the meeting, you are encouraged to mark,
sign, date, and return the enclosed proxy card as promptly as possible in the
postage-prepaid envelope provided for that proxy. You may attend the meeting in
person even if you have returned a proxy. Postage is not required for mailing in
the United States. Upon request, the Company will reimburse stockholders for the
cost of mailing proxy cards from outside the United States.
MARILYNN J. CASON
Secretary
Oakbrook Terrace, Illinois
September 25, 1996
<PAGE> 4
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS, NOVEMBER 19, 1996
The Board of Directors of DeVry Inc. (the "Company") is sending you this
Proxy Statement and the accompanying proxy card in connection with its
solicitation of proxies to be voted at the Company's Annual Meeting of
Stockholders to be held on November 19, 1996, and any adjournment thereof. This
Proxy Statement and accompanying proxy are first being sent to stockholders on
or about September 25, 1996. The solicitation of proxies gives all stockholders
an opportunity to vote. Your shares can be voted only if you are present or
represented by proxy at the meeting.
When you have marked, signed, dated and returned your proxy card, the Proxy
Committee (and each of them, with full powers of substitution) will vote your
shares as you direct. Please indicate your choices by marking the boxes on the
enclosed card. If you sign, date and return your proxy card to us without
choices for each proposal, the Proxy Committee will vote your shares on the
unmarked proposals as recommended by the Board of Directors. Abstentions,
directions to withhold authority and broker non-votes (where a named entity
holding shares for a beneficial owner has not received voting instructions from
the beneficial owner regarding a particular matter and such named entity does
not possess or choose to exercise discretionary authority with respect thereto)
will be considered present at the meeting for purposes of a quorum but will not
be counted in determining the total number of votes cast. Anyone giving a proxy
may revoke it at any time before the proxy is voted at the meeting by notifying
the Company in writing that the proxy has been revoked, by executing a
later-dated proxy or by voting in person at the meeting. The election of
Directors, the increase in the authorized Common Stock and the ratification of
the appointment of the independent public accountants each will require the
affirmative vote of a majority of the shares of Common Stock of the Company
present or represented at the meeting.
If you are a Company employee who is a participant in the DeVry Inc.
Employee Stock Purchase Plan and/or the Profit Sharing Retirement Plan's DeVry
Stock Fund, the accompanying proxy card, when returned properly signed, will
serve as direction to the Custodian of the Stock Purchase Plan or the Trustee of
the Stock Fund to vote the shares held in the Stock Purchase Plan and/or the
Stock Fund, respectively, for your account in accordance with your directions.
If you return a proxy card without indicating your voting preference, the shares
represented by your proxy card will be voted in the same proportion as shares
timely voted by proxies returned.
The Company will bear the expense of soliciting proxies. The solicitation
initially will be made by mail but also may be made by telephone, telefax or
personal contact by Company employees.
The Company will reimburse all stockholders for the expenses of sending
proxies and proxy material to beneficial owners, including expenditures for
foreign mailings.
As of September 20, 1996, the Company had 16, shares of Common Stock
($0.01 par value) outstanding. Stockholders are entitled to one vote per share
owned on the record date.
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation provides for a Board of
Directors of not less than three nor more than twelve Directors, as determined
from time to time by resolution of the Board, and that the Board of Directors is
divided into three classes of Directors serving staggered three-year terms. The
Board has set the number of Directors at ten. The members of Class II, whose
terms of office expire in 1996, are David S. Brown, Dennis J. Keller and Robert
E. King, all of whom have been nominated to stand for election as Directors at
the 1996 meeting to hold office until 1999 or until their respective successors
are elected and qualified. The Board has nominated Frederick A. Krehbiel to
stand for election as a Class I Director at the 1996 meeting to fill the vacancy
created by the Board's resolution to increase the Board to ten Directors, and
hold office until 1998 or until his successor is elected and qualified. All of
the nominees, except Frederick A. Krehbiel, have served as Directors since the
last annual meeting.
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It is intended that all shares represented by a proxy in the accompanying
form will be voted for the election of the persons listed below as Class II
Directors for a three-year term, and for the person listed below as a Class I
Director for a two-year term, unless otherwise specified in such proxy. A proxy
cannot be voted for more than four persons. In the event any one or more of such
nominees shall be unable to serve as Director, votes will be cast, pursuant to
the authority granted in the enclosed proxy, for such person or persons as may
be designated by the Board of Directors. The Board has no reason to believe that
any nominee will become unavailable for election.
The nominees for election as Directors are listed below, along with brief
statements setting forth their current principal occupations, business
experience, and other information, including directorships in other public
companies.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED BELOW.
CLASS II - TERM EXPIRES 1999
David S. Brown, age 55
Mr. Brown has been a Director of the Company since 1987 and was a founding
stockholder and director of Keller Graduate School of Management, Inc. ("KGSM"),
an operating subsidiary of the Company. Since 1980, Mr. Brown has been employed
by United Laboratories, Inc., a manufacturer and seller of specialty chemicals,
where he is currently Executive Vice President, Chief Financial Officer and
General Counsel. Mr. Brown was a partner in the Chicago law firm of McBride and
Baker from 1972 to 1979. He served as General Counsel of the U.S. Office of
Minority Business Enterprise from 1971 to 1972.
Dennis J. Keller, age 55
Mr. Keller has been Chairman of the Board of the Company and Chief
Executive Officer since 1987. Mr. Keller co-founded KGSM and was from 1973 to
August 1987 Chairman of the Board and Chief Executive Officer of KGSM. He is
also a director of NICOR, Inc.
Robert E. King, age 61
Mr. King has been a Director of the Company since 1987. He is Chairman of
Salt Creek Ventures, a private equity firm. From 1983 through 1994, Mr. King was
Chairman and Chief Executive Officer of the Newtrend Group, a software and
computer services company. He was President and Chief Executive Officer of
DELTAK, Inc., a video publisher, from 1971 to 1982. Mr. King is also a director
of US SERVIS.
CLASS I - TERM EXPIRES 1998
Frederick A. Krehbiel, age 55
Mr. Krehbiel has been employed by Molex Incorporated, an electronics
component manufacturer, since 1965. He has served as CEO since 1988 and as
Chairman since 1993. In addition to his service as a director of Molex
Incorporated, Mr. Krehbiel is a director of Tellabs, Inc., Nalco Chemical Co.,
and Northern Trust Corp.
INCUMBENT DIRECTORS
CLASS I - TERM EXPIRES 1998
Ann Ida Gannon, BVM, age 81
Sister Ann Ida Gannon, BVM, has been a Director of the Company since 1987
and has served on the Keller Graduate School of Management Advisory Council
since 1973. She was Professor of Philosophy at Mundelein College from 1951 until
her retirement and was President of Mundelein College from 1957 to 1975.
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<PAGE> 6
Thurston E. Manning, age 70
Dr. Manning has been a Director of the Company since 1990. He was President
of the Council on Post-secondary Accreditation from 1987 until July 1991, prior
to which time he was, for 12 years, Executive Director of the Commission on
Institutions of Higher Education of the North Central Association of Colleges
and Schools.
Hugo J. Melvoin, age 67
Mr. Melvoin has been a Director of the Company since 1987. He was a
founding stockholder and director of KGSM. Mr. Melvoin, a practicing attorney
since 1953, was a partner in the Chicago law firm of Mayer, Brown & Platt from
1960 to 1981, when he established the law firm of Hugo Melvoin, P.C.
CLASS III - TERM EXPIRES 1997
Robert C. McCormack, age 57
Mr. McCormack is a founding partner of Trident Capital, Inc., a private
equity firm established in 1993 to invest in information and business service
companies. From 1990 to 1993 Mr. McCormack was the Assistant Secretary and
Comptroller of the Navy, prior to which time he served for 2 1/2 years on the
staff of the Secretary of Defense in various positions. Mr. McCormack spent 20
years in investment banking with Dillon, Read & Co. Inc. and Morgan Stanley &
Co. Incorporated before his government service. He is a director of Illinois
Tool Works, Inc. and MetroMail Corporation.
Julie A. McGee, age 54
Ms. McGee became a Director of the Company in 1994. Since 1991, she has
been President of McDougal Littell, a Houghton Mifflin company, in Evanston,
Illinois and a corporate Executive Vice President of Houghton Mifflin Company in
Boston, which publishes print and electronic materials for elementary and
secondary schools and colleges and references for the office automation and
microcomputer markets, as well as fiction and nonfiction literature. Ms. McGee
began her career at McDougal Littell in 1988 as an editorial director. From 1986
to 1988 she held management positions at Ligature, Inc., prior to which she was,
for three years, Director of Marketing and Software Development for a division
of Tandy Corporation.
Ronald L. Taylor, age 52
Mr. Taylor has been a Director, President and Chief Operating Officer of
the Company since 1987. In 1973 Mr. Taylor co-founded KGSM and was from 1973 to
1987, its President.
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
There were four regular meetings of the Board of Directors during fiscal
1996. During that year all incumbent Directors attended 75 percent or more of
the aggregate of the total number of meetings of the Board of Directors and of
the committees of the Board of Directors on which they served. The Board has
standing nominating, audit and compensation committees.
Messrs. Keller (Chair), Taylor, King, McCormack and Brown serve as members
of the Company's Nominating Committee, which met by telephone several times
during fiscal 1996. The Committee is responsible for proposing a slate of
directors for election by the stockholders at each annual meeting and for
proposing candidates to fill any vacancies on the Board. The Nominating
Committee will accept and consider nominations of Directors from stockholders.
Such nominations should be sent to the Corporate Secretary, specifying the name
of the nominee and the qualifications of such nominee for membership on the
Board of Directors. All such recommendations will be brought to the attention of
the Nominating Committee.
Mr. Brown (Chair), Sister Ann Ida Gannon and Ms. McGee serve as members of
the Audit Committee of the Board of Directors of the Company. The principal
duties of the Audit Committee, which met four times during fiscal 1996, include
appointment of the Company's independent auditors subject, to ratification by
the
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stockholders; review of the scope of work of the annual audit; review of the
results of the audit; review of the representations of management and the
findings and suggestions of the independent auditors regarding internal control,
financial policies and procedures and management's response thereto; review of
the internal audit program of the Company; and review of unusual or significant
financial transactions.
Dr. Manning (Chair), Mr. King and Mr. Melvoin serve as members of the
Compensation Committee, which held two meetings in fiscal 1996. The role of the
Compensation Committee is to establish and oversee the policies that govern
Company compensation and benefit practices and includes review of the salaries
of the officers of the Company each year, approval of management incentive
awards and approval of proposals for the granting of stock options. The report
of the Compensation Committee on Executive Compensation appears on pages to
of this Proxy Statement.
Directors are each paid a retainer of $16,000 per annum plus $1,000 for
each Board of Directors meeting attended. Additionally, committee members are
paid $250 per meeting attended when a meeting is held on the same day as a Board
meeting or by telephone. If a committee meeting is held on a day other than a
scheduled Board meeting date, each committee member attending receives $500. In
addition, Directors are eligible to receive options under the Company's Amended
and Restated Stock Incentive Plan and the 1994 Stock Incentive Plan. Directors
are reimbursed for any expenditures attendant to Board membership.
-------------------------
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires that the Company's directors, executive officers and
holders of more than 10% of the Company's Common Stock file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock. The Company believes that during the fiscal year
ended June 30, 1996, its officers, directors and 10% holders complied with all
Section 16(a) filing requirements.
STOCK OWNERSHIP
The table below sets forth the number and percentage of outstanding shares
of Common Stock beneficially owned by (1) each person known by the Company to
own beneficially more that 5% of the Common Stock, (2) each Director of the
Company, (3) each nominee for election as Director, (4) each executive officer
named in the Summary Compensation Table on page , and (5) all Directors and
officers of the Company as a group, in each case as of August 16, 1996, except
as otherwise noted. The Company believes that each individual or entity named
has sole investment and voting power with respect to the shares of Common Stock
indicated as beneficially owned by them, except as otherwise noted. All share
amounts referred to in this Proxy Statement have been adjusted to reflect the
two-for-one stock split on June 21, 1995.
<TABLE>
<CAPTION>
SHARES PERCENTAGE
NAME OWNED(1) OWNERSHIP
- ----------------------------------------------------------------- ----------- ----------
<S> <C> <C>
Dennis J. Keller................................................. 2,440,716(2) 14.7%
Ronald L. Taylor................................................. 1,032,244(3) 6.2
David S. Brown................................................... 105,000(4) *
Ann Ida Gannon................................................... 5,000(4) *
Robert E. King................................................... 80,640(4)(5) *
Frederick A. Krehbiel............................................ 3,530 *
Thurston E. Manning.............................................. 5,000(4) *
Robert C. McCormack.............................................. 208,136(6) 1.3
Julie A. McGee................................................... 2,000(7) *
Hugo J. Melvoin.................................................. 58,582(4)(8) *
David C. MacFarlane.............................................. 121,534(9) *
Norman C. Metz................................................... 53,400(10) *
O. John Skubiak.................................................. 44,238(11) *
GeoCapital Corporation........................................... 1,516,249(12) 9.2
</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
SHARES PERCENTAGE
NAME OWNED(1) OWNERSHIP
- ----------------------------------------------------------------- ----------- ----------
<S> <C> <C>
Inc.......847,400(13)5.1All Directors and Officers as a Group (24
Persons)....................................................... 4,248,507 25.6
</TABLE>
- -------------------------
* Represents less than 1% of the outstanding Common Stock.
(1) Calculated pursuant to Rule 13-3(d) of the Exchange Act. Under Rule
13-3(d), shares not outstanding which are subject to options, warrants,
rights or conversion privileges exercisable within 60 days are deemed
outstanding for the purpose of calculating the number and percentage owned
by such person, but not deemed outstanding for the purpose of calculating
the percentage owned by each other person.
(2) Includes 2,378 shares owned by Mr. Keller's wife and 3,000 shares owned by
Mr. Keller's children and 18,500 shares subject to purchase upon the
exercise of stock options. Mr. Keller disclaims beneficial ownership of the
shares owned by his wife and children.
(3) Includes 18,500 shares subject to purchase upon the exercise of stock
options.
(4) Includes 5,000 shares subject to purchase upon the exercise of stock
options.
(5) Includes the following shares held by trusts for which Robert E. King is
trustee: 23,620 shares of Common Stock held by LaSalle Trust No.
03-630780-9 for Robert E. King Jr.; 23,620 shares of Common Stock held by
LaSalle Trust No. 03-630780-1 for Heather Oakes King; and 23,620 shares of
Common Stock held by LaSalle Trust No. 03-630770-0 for Margaret E. King.
The trusts and their respective beneficiaries mentioned in this footnote
acquired the shares upon the dissolution of Keltin Partnership.
(6) Includes 206,224 shares held by The Northern Trust Company and Robert C.
McCormack Trust UA DTD 10-6-67.
(7) Includes 2,000 shares subject to purchase upon the exercise of stock
options.
(8) Includes 4,000 shares owned by the Melvoin Foundation.
(9) Includes 10,988 shares held in an IRA at Northern Trust Brokerage and 1,000
shares subject to purchase upon the exercise of stock options.
(10) Includes 52,400 shares subject to purchase upon the exercise of stock
options.
(11) Includes 2,586 shares held in an IRA at Northern Trust Brokerage, 5,800
shares held in an IRA at Northern Trust Brokerage for Luba Skubiak and
8,800 shares subject to purchase upon the exercise of stock options.
(12) GeoCapital Corporation, whose address is 767 Fifth Avenue, New York, New
York 10153, as of August 16, 1996, had shared voting power and sole
investment power as to 1,516,249 shares.
(13) Baron Capital, Inc. whose address is 450 Park Avenue, New York, New York
10022, as of August 16, 1996, had sole voting and investment power as to
847,400 shares.
5
<PAGE> 9
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-------------------------------
AWARDS
----------------------
ANNUAL COMPENSATION SECURITIES PAYOUTS
----------------------------------- RESTRICTED UNDERLYING -------
NAME AND PRINCIPAL OTHER ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) AWARD(S) SARS(#)(2) PAYOUTS COMPENSATION(3)
- ---------------------- ---- -------- -------- --------------- ---------- ---------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dennis J. Keller, 1996 $206,079 $741,884 $ 1,369 10,000 $14,088
Chairman and Chief 1995 198,153 534,022 9,628 17,000 14,725
Executive Officer 1994 190,532 431,300 17,119 8,000 14,900
Ronald L. Taylor, 1996 206,079 741,884 1,042 10,000 17,626
President and Chief 1995 198,153 534,022 1,041 17,000 15,732
Operating Officer 1994 190,532 431,300 15,315 8,000 17,208
Norman C. Metz, 1996 162,240 65,000 3,912 2,000 7,574
Senior Vice President 1995 156,000 75,000 3,556 2,000 8,531
1994 150,000 55,000 3,016 2,000 7,260
O. John Skubiak, 1996 122,000 75,000 2,551 5,000 7,288
Senior Vice President 1995 115,000 60,000 -- 6,000 5,661
1994 107,750 42,000 3,854 5,000 5,054
David C. MacFarlane, 1996 125,800 30,000 4,484 1,000 9,397
Senior Vice President 1995 120,960 30,000 4,402 2,000 6,354
1994 116,309 32,000 4,493 -- 7,043
</TABLE>
- ------------------------------
(1) During the covered fiscal years no executive officer named in the table
received any other annual compensation in an amount in excess of the lesser
of either $50,000 or 10% of the total of annual salary and bonus reported
for him in the two preceding columns.
(2) Options to acquire shares of Common Stock.
(3) These amounts represent the Company's contributions to its Profit Sharing
Retirement Plan and the dollar value of insurance premiums paid by the
Company with respect to term life insurance and supplemental health
insurance for the benefit of the named executive officers. Under its group
life insurance plan the Company provides life insurance to all employees in
the amount of their annual salary up to $250,000. The following premiums
were paid: Mr. Keller, $7,038; Mr. Taylor, $10,576; Mr. Metz, $524; Mr.
Skubiak, $238; and Mr. MacFarlane, $2,769.
Employment Agreements. The Company has entered into employment agreements
having substantially identical terms with Dennis J. Keller and Ronald L. Taylor
(each an "Executive"). Each agreement provides for an initial base salary,
annual salary increases and annual bonuses for an initial term of employment
ending on June 30, 1993, which thereafter continues until either the Executive
or the Company provides the other with at least 150 days' notice. Each
employment agreement provides that it may be terminated by the Company upon (1)
the death of the Executive, (2) the physical or mental disability of the
Executive which prevents him from performing his duties for a continuous period
of 180 days or (3) for cause (as defined in the employment agreement). The
Executive may terminate the agreement if (1) he is not accorded the authority,
duties, obligations and prerogatives set forth in the agreement; (2) such
authority, duties, obligations or prerogatives are materially or substantially
reduced; (3) he is not paid or reimbursed amounts due him under the agreement or
(4) the Company fails to observe its obligations under the agreement. In the
event the Company terminates the agreement or fails to continue or renew the
agreement or the Executive terminates the agreement for any reason stated in the
preceding sentence, the Executive is entitled to severance payments.
Restated Stock Incentive Plan. The Amended and Restated DeVry Inc. Stock
Incentive Plan (the "Restated Stock Option Plan"), adopted in 1988, provides the
Company's Directors and key executive and
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managerial employees with opportunities to acquire Common Stock of the Company
on advantageous terms. The Restated Stock Option Plan has two components. The
first provides for an annual automatic nondiscretionary grant of the lesser of
500 shares or $15,000 in fair market value of Common Stock to Directors who are
Company employees for their service as Company Directors. These
employee-Directors comprise the plan committee (the "Plan Committee"), which
administers the Restated Stock Option Plan, subject to approval of employee
grants by the Compensation Committee of the Board of Directors. The second
component of the Restated Stock Option Plan provides for discretionary grants by
the Plan Committee, which determines the Directors and key officers and
managerial employees of the Company eligible to participate and the number of
shares to be granted under the option. The Restated Stock Option Plan authorizes
the grant of nonqualified stock options and incentive stock options. The prices
at which and the periods during which stock options may be exercised are fixed
by the Plan Committee, but in no case may the price be less than 100% of the
fair market value of the shares on the date of grant (110% in the case of an
incentive stock option granted to a 10% or larger stockholder), and all options
must be exercisable within ten years after the date of grant. Upon exercise of
an option, payment of the purchase price must be made in full in cash or such
other consideration, including shares of Common Stock and participant notes, as
the Plan Committee elects. All options terminate at the earlier of the date
established by the Plan Committee at the time of the grant or ten years after
the date of grant (five years in the case of an incentive stock option granted
to a 10% or larger stockholder). The Restated Stock Option Plan provides for
adjustments in the event of stock splits, reorganizations and similar
transactions. Options granted under the Restated Stock Option Plan are not
transferable except at death. No option may be granted under the Restated Stock
Option Plan after June 30, 1998. The Plan does not limit the number of options
that may be granted to any participant or the number of individuals who may
participate, and additional options may be granted to previous recipients of
options.
An aggregate of 184,600 shares of Common Stock are reserved for issuance
upon the exercise of options granted under the Restated Stock Option Plan. At
June 30, 1996, 3,400 shares remained available for grant under option. However,
any shares issuable upon exercise of options under the Restated Stock Option
Plan may thereafter be subject to new options if there is a forfeiture,
expiration or termination of any such option.
1991 Stock Incentive Plan. The DeVry Inc. 1991 Stock Incentive Plan (the
"1991 Stock Option Plan") provides the Company's key executive and managerial
employees with opportunities to acquire Common Stock of the Company on
advantageous terms. The 1991 Stock Option Plan is administered by the Board of
Directors, which determines the key executive and managerial employees of the
Company eligible to participate and the number of shares to be granted under
option. The 1991 Stock Option Plan authorizes the grant of nonqualified stock
options and incentive stock options. The prices at which and the periods during
which stock options may be exercised are fixed by the Board of Directors, but in
no case may the price be less than 100% of the fair market value of the shares
on the date of grant (110% in the case of an incentive stock option granted to a
10% stockholder), and all options must be exercisable within ten years after the
date of grant. Upon exercise of an option, payment of the purchase price must be
made in full in cash or such other consideration, including shares of Common
Stock and participant notes, as the Board of Directors elects. All options
terminate at the earlier of the date established by the Board of Directors at
the time of the grant or ten years after the date of grant (five years in the
case of an incentive stock option granted to a 10% or larger stockholder). The
1991 Stock Option Plan provides for adjustments in the event of stock splits,
reorganizations and similar transactions. Options granted under the 1991 Stock
Option Plan are not transferable except at death. No option may be granted under
the 1991 Stock Option Plan after June 30, 2001. The 1991 Stock Option Plan does
not limit the number of options that may be granted to any employee or the
number of employees who may participate, and additional options may be granted
to previous recipients of options.
An aggregate of 199,040 shares of Common Stock are reserved for issuance
upon the exercise of options granted under the 1991 Stock Option Plan. At June
30, 1996, options for 137,440 shares of Common Stock had been granted under the
1991 Stock Option Plan. Any shares issuable upon the exercise of options under
the 1991 Stock Option Plan may thereafter be subject to new options if there is
a forfeiture, expiration or termination of any such option.
1994 Stock Incentive Plan. The DeVry Inc. 1994 Stock Incentive Plan (the
"1994 Stock Option Plan") provides the Company's Directors and key employees
with opportunities to acquire Common Stock of the
7
<PAGE> 11
Company on advantageous terms. The 1994 Plan has two components. The first
provides for an annual automatic nondiscretionary grant of the lesser of 500
shares or $25,000 in fair market value of DeVry Common Stock to Directors who
are Company employees for their service as Company Directors. The second
component of the 1994 Plan provides for discretionary grants by the Plan
Committee, which determines the Directors and key employees of the Company
eligible to participate and the number of shares to be granted under option. The
1994 Plan authorizes the grant of nonqualified stock options and incentive stock
options. The prices at which and the periods during which stock options may be
exercised are fixed by the Plan Committee, but in no case may the price be less
than 100% of the fair market value of the shares on the date of grant (110% in
the case of an incentive stock option granted to a 10% or larger shareholder),
and all options must be exercisable within ten years after the date of grant.
Upon exercise of an option, payment of the purchase price must be made in full
in cash or such other consideration, including shares of Common Stock and
participant notes, as the Plan Committee elects. All options terminate at the
earlier of the date established by the Plan Committee at the time of the grant
or ten years after the date of grant (five years in the case of an incentive
stock option granted to a 10% or larger stockholder). The Plan provides for
adjustments in the event of stock splits, reorganizations and similar
transactions. Options granted under the 1994 Plan are not transferable except at
death. No option may be granted under the 1994 Plan after June 30, 2004. The
Plan does not limit the number of options that may be granted to any participant
or the number of individuals who may participate, and additional options may be
granted to previous recipients of options.
An aggregate of 398,000 shares of Common Stock are reserved for issuance
upon the exercise of options granted under the 1994 Plan. Any shares issuable
upon the exercise of options under the Plan may thereafter be subject to new
options if there is a forfeiture, expiration or termination of any such option.
At June 30, 1996, options for 40,000 shares of Common Stock had been granted
under the 1994 Plan.
Employee Stock Purchase Plan. On February 16, 1993, the Company's Board of
Directors adopted the DeVry Inc. Employee Stock Purchase Plan (the "Stock
Purchase Plan"), pursuant to which the Company grants to all employees who have
three months or more of service to the Company options to purchase through
payroll deduction up to $25,000 of the Company's Common Stock every year, not to
exceed, through open market purchases, an aggregate of 200,000 shares of the
Common Stock. The Company assumes all Stock Purchase Plan administrative
expenses, including brokerage commissions incurred in connection with the
purchase of shares. At June 30, 1996, options to purchase 43,242 shares had been
exercised by Company employees, including options by Company executive officers
for 1,344 shares.
The following table provides information about options granted to the named
executive officers during fiscal 1996 under the Restated Stock Option Plan, the
1991 Stock Option Plan and the 1994 Stock Option Plan.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
INDIVIDUAL GRANTS AT ASSUMED
----------------- ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS/SARS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION ----------------------
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ----------------------- ------------ ----------------- ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Dennis J. Keller....... 10,000 15.3% $ 21.75 8/15/05 $136,785 $346,639
Dennis J. Keller....... 500 .8 20.25 7/01/05 6,367 16,136
Ronald L. Taylor....... 10,000 15.3 21.75 8/15/05 136,785 346,639
Ronald L. Taylor....... 500 .8 20.25 7/01/05 6,367 16,136
Norman C. Metz......... 2,000 3.1 21.75 8/15/05 27,357 69,328
O. John Skubiak........ 5,000 7.7 21.75 8/15/05 68,392 173,319
David C. MacFarlane.... 1,000 1.5 21.75 8/15/05 13,678 34,664
</TABLE>
8
<PAGE> 12
The following table provides information about options exercised by the
named executive officers during fiscal 1996 and the number and value of options
held at the end of fiscal 1996. The Company does not have any outstanding stock
appreciation rights.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END (#) FY-END ($)(1)
SHARES --------------- ------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------------ ------------ ------------ --------------- ------------------
<S> <C> <C> <C> <C>
Dennis J. Keller.................... -- -- 18,500/21,000 $ 581,734/604,476
Ronald L. Taylor.................... -- -- 18,500/21,000 581,734/604,476
Norman C. Metz...................... -- -- 52,400/ 3,600 2,244,498/101,172
O. John Skubiak..................... -- -- 8,800/10,200 283,019/293,966
David C. MacFarlane................. -- -- 1,000/ 2,000 30,298/ 57,072
</TABLE>
- ------------------------------
(1) Represents the difference between the closing price of the Common Stock on
the New York Stock Exchange on June 30, 1996, and the exercise price of the
options.
Profit Sharing Retirement Plan. Employees of the Company and its
subsidiaries who have one year or more of service with the Company participate
in the DeVry Inc. Profit Sharing Retirement Plan (the "Profit Sharing Retirement
Plan"), which as of June 30, 1996, covered 1,687 of the Company's employees,
including 566 former employees. Under the Profit Sharing Retirement Plan,
employees share in the success and profitability of the Company through a
combination of Company matching and discretionary contributions to its eligible
employees. Regular full-time employees and regular part-time employees who
complete 1,000 hours of service during a Profit Sharing Retirement Plan Year
(July 1 - June 30) are automatically enrolled in the Profit Sharing Retirement
Plan during the quarterly enrollment period following their completion of one
year of service to the Company. Eligible employees may choose to open a 401(k)
account and contribute from 1% to 15% of their annual eligible compensation. To
those employees contributing at least 2% to a 401(k) account, the Company makes
a matching contribution of 1 1/2% of their total annual eligible compensation
(including salary, overtime pay and bonuses). Allocations of the Company's
discretionary profit sharing contribution under a formula based on salary and
seniority are made to eligible employees who have completed one year of service
as of the last day of any Profit Sharing Retirement Plan year.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
To Our Stockholders:
The Company applies a consistent philosophy to compensation for all
employees, including senior management. This philosophy is based on the premise
that the achievements of the Company result from the combined efforts of all
employees working toward common objectives. The Company seeks to achieve these
objectives through teamwork that is focused on meeting the expectations of its
customers (students and their employers) and its stockholders.
The Compensation Committee has the responsibility, with respect to the
Company's executive officers, to implement that philosophy in a manner that will
align executive compensation with the business objectives and performance of the
Company and also enable the Company to attract, retain and motivate executive
officers to ensure its long-term success. To that end, the Committee evaluates
the performance of the Chief Executive Officer and of the President, reviews
with senior management the performance of executive officers generally and
determines or reviews recommendations for, respectively, their compensation
levels in terms of salaries, bonuses and related benefits.
9
<PAGE> 13
Under the current program, there are three components to the compensation
of executive officers: salary, annual incentive compensation and long-term
incentive compensation. The Compensation Committee considers the total
compensation of each executive, including the Chief Executive Officer and the
President, in establishing the elements of executive compensation. The current
compensation of the Chief Executive Officer and the President (who are deemed
jointly and equally responsible for the success of the Company and are therefore
compensated equally), as well as the compensation of all other executives,
reflects outstanding Company results during fiscal 1996. (In 1996, DeVry's net
income was up 29.2% from the previous year.)
SALARY
In its annual review of the salaries of each of the Company's executives,
the Compensation Committee considers, among other factors, the responsibilities
and individual performance (both in the current year and over time) of the
executive, the Company's performance and the performance of the executive's
business unit. Salaries at companies of comparable size, with whom the Company
must compete for talent, are also considered. With respect to the Chief
Executive Officer and the President, it has been the Compensation Committee's
practice to limit their salary increases to the percentage established by the
Company as the pool amount for salary increases for all employees (from 3% to 5%
in recent years, and 4% for fiscal year 1996), causing their annual incentive
compensation program, with its focus on long-term growth in earnings per share,
to serve as their primary compensation vehicle.
ANNUAL INCENTIVE COMPENSATION
Annual incentive compensation for executive officers other than the Chief
Executive Officer and the President consists of discretionary cash bonuses
awarded annually to executives (and certain other management employees) based on
the achievement of certain Company targets and personal objectives. These
bonuses are the primary vehicle for recognizing and rewarding accomplishments in
a given year. The specific bonus an executive receives is dependent on
individual performance and level of responsibility.
The annual incentive compensation of the Chief Executive Officer and the
President is based primarily on a five-year growth in earnings per share
long-term bonus program. The Compensation Committee has adopted the premise that
long-term growth in earnings per share is the single best proxy for stockholder
interests. The annual incentive compensation program for the Chief Executive
Officer and the President has been designed to align their interests with
stockholder interests. Under the program, the Company's growth in earnings per
share over the most recent five years determines approximately two-thirds of the
bonus amount, and current year growth in earnings per share determines
approximately one-third. No bonus will be paid if both five-year and annual
earnings per share growth is 5% or less. Additionally, because the Compensation
Committee believes that, in the Company's industry, it is difficult to sustain
annual earnings per share growth at a rate greater than 25% while meeting the
needs of its customers without some degradation in quality, the earnings per
share growth bonus factor has been capped at 25%. The Committee may, however,
recognize or provide additional objectives for the Company and tie other cash
awards to the achievement of those objectives and recommend approval of such to
the Board of Directors. The Company's steady and substantial growth in earnings
per share under the leadership of the CEO and the President (28.1% in the last
year; 26% per year over the last 4 years) has resulted in substantial growth in
their annual incentive compensation, which the Committee believes is appropriate
and in keeping with the total compensation paid by comparable companies of
similar size.
LONG-TERM INCENTIVE COMPENSATION
Stock options are used as the primary long-term incentive vehicle. Options
provide executives and other key employees with the opportunity to buy and
maintain an equity interest in the Company and to share in the appreciation in
value of its Common Stock. To assure that the value of every stockholder's
interest must appreciate before the option holder receives any benefit from the
option, options have been granted at no less than the fair market value of the
Company's Common Stock on the date of grant. Additionally, options are generally
granted with a 5-year vesting period and a 10-year exercise period so as to
encourage executives and others to take a longer-term view of their individual
contributions to the Company. The Compensation
10
<PAGE> 14
Committee believes that stock options are an important tool to align the
interests of management and stockholders. The Chief Executive Officer, the
President, the three other named executive officers and certain other executive
officers were among the 69 Company employees granted stock options during fiscal
year 1996 based on their superior performance.
The salary, annual incentive compensation and long-term incentive
compensation paid by the Company to the Chief Executive Officer, the President
and the three other named executive officers of the Company in fiscal 1996 is
set forth on page . The Compensation Committee believes that the executive
officers of the Company continue to be dedicated to increasing stockholder value
and that the Committee's compensation policies contribute to this focus.
The Compensation Committee does not believe that the provisions of Section
162(m) of the Internal Revenue Code relating to the deductibility of
compensation paid to the executive officers named in the Summary Compensation
Table will limit the deductibility of such compensation expected to be paid by
the Company. Although the Board of Directors currently intends for all
compensation to be tax deductible to the Company, the Compensation Committee
will continue to evaluate the impact of such provisions and take such actions as
it deems appropriate.
This Compensation Committee report shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this report by reference, and shall not otherwise be
deemed filed under such Acts.
COMPENSATION COMMITTEE
Thurston E. Manning, Chairman
Robert E. King
Hugo J. Melvoin
11
<PAGE> 15
PERFORMANCE GRAPH
The following graph and chart compare the total cumulative return (assuming
dividend reinvestment) on the Company's Common Stock during the period from June
28, 1991 through June 28, 1996 with the cumulative return on the NYSE Stock
Market Index (U.S. Companies), the NASDAQ Stock Market Index (U.S. Companies)
and an industry group index. This graph demonstrates the market's support of the
Company's strong financial performance, as the return on the Company's Common
Stock has significantly outperformed both the general market as represented by
both the NYSE index and the NASDAQ index, and the industry as represented by the
industry group.
COMPARISON OF CUMULATIVE TOTAL RETURN SINCE JUNE 28, 1991
AMONG DeVRY INC., NYSE MARKET INDEX, NASDAQ MARKET INDEX
AND INDUSTRY GROUP INDEX
<TABLE>
<CAPTION>
NYSE Index- NASDAQ In-
Measurement Period U.S. Compa- dex-U.S. Industry
(Fiscal Year Covered) DeVry Inc. nies Companies Group Index
<S> <C> <C> <C> <C>
06/28/91 100.0 100.0 100.0 100.0
06/30/92 194.6 113.7 120.1 86.5
06/30/93 271.6 130.8 151.1 87.6
06/30/94 313.5 132.1 152.5 75.6
06/30/95 432.4 162.3 203.6 108.9
06/28/96 973.0 204.5 261.4 178.7
</TABLE>
Assumes $100 was invested on June 28, 1991, in DeVry Inc. Common Stock, the
NYSE Stock Market Index (U.S. Companies) (1), the NASDAQ Stock Market Index
(U.S. Companies) (1), and the Industry Group (2), and that all dividends were
reinvested.
- ------------------------------
(1) Commencing November 14, 1995, the Company's Common Stock began trading on
the NYSE. Prior to this date, the Company's Common Stock was traded on the
NASDAQ Stock Market. As a result of this change, the NYSE Stock Market Index
(U.S. Companies) was chosen to be more representative of the general market
in which the company operates than was the NASDAQ Stock Market Index (U.S.
Companies). However, in accordance with regulations promulgated by the
Securities and Exchange Commission, the performance of the Company's Common
Stock must also be compared to this NASDAQ Stock Market Index (U.S.
Companies) in the year in which a new market index is adopted.
(2) The Industry Group consists of the following companies selected on the basis
of the similarity in the nature of their business: Flightsafety
International, Inc., Education Alternatives, Inc., Berlitz International,
Inc., Sylvan Learning Systems, Inc., Apollo Group, Inc. and ITT Educational
Services, Inc. The Company believes that, including itself, these companies
represent the majority of the market value of publicly traded companies
whose primary business is education.
12
<PAGE> 16
AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION
By resolution adopted on August 20, 1996, the Board of Directors of the
Company proposed the adoption by stockholders of an amendment to the Company's
Restated Certificate of Incorporation to increase the number of authorized
shares of Common Stock, $0.01 par value, from 20,000,000 shares to 75,000,000
shares. If the stockholders approve the amendment, the Restated Certificate of
Incorporation will be amended as proposed by the Board of Directors and the
number of authorized shares increased to 75,000,000.
Of the 20,000,000 shares currently authorized, were outstanding
at September 20, 1996, and shares were reserved for issuance under the
Company's Restated Stock Option Plan, its 1991 Stock Option Plan and the 1994
Stock Option Plan. The Company does not now have any present plan, understanding
or agreement to issue additional shares of Common Stock. Although currently
authorized shares are sufficient to meet all known present requirements, the
Board of Directors believes that it is desirable for the Company to have the
flexibility to issue a substantial number of shares of Common Stock without the
expense and delay of holding a meeting of stockholders to secure their
authorization when a specific need for shares arises. The availability of
additional shares will enhance the Company's flexibility in connection with
possible future actions such as stock dividends, stock splits, financings,
employee benefit programs and acquisitions. If the proposed amendment is
approved, the authority will lie with the Board of Directors to determine
whether, when and on what terms the issuance of shares of Common Stock may be
warranted in connection with any of the foregoing purposes or other proper
corporate purposes.
If the proposed amendment is approved, all or any of the authorized shares
of Common Stock may be issued without further action by the stockholders and
without first offering such shares to stockholders for subscription. The
issuance of Common Stock other than on a pro rata basis to all current
stockholders could have the effect of diluting the earnings per share, book
value per share and current stockholders' proportionate interests. However, in
such event stockholders wishing to maintain their interests may be able to do so
through normal market purchases.
If the proposed amendment is adopted by the stockholders, it will become
effective upon filing and recording a Certificate of Amendment as required by
the General Corporation Law of Delaware.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSED
AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Upon recommendation of its Audit Committee, the Board of Directors has
appointed Price Waterhouse LLP, independent public accountants, as independent
auditors for the Company and its subsidiaries for fiscal year 1997. The Board of
Directors recommends to the stockholders that the appointment of Price
Waterhouse LLP as independent auditors for the Company and its subsidiaries be
ratified. If the stockholders do not ratify the appointment of Price Waterhouse
LLP, the selection of independent auditors will be reconsidered by the Audit
Committee and the Board of Directors. Representatives of Price Waterhouse LLP
are expected to be present at the Annual Meeting of Stockholders with the
opportunity to make a statement, if they desire to do so, and to be available to
respond to appropriate questions from stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION
OF PRICE WATERHOUSE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY.
STOCKHOLDER PROPOSALS -- 1997 ANNUAL MEETING
Stockholder proposals intended to be presented at the 1997 Annual Meeting
must be received by the Company no later than May 25, 1997, to be eligible for
inclusion in the Proxy Statement and form of proxy for the meeting.
13
<PAGE> 17
OTHER BUSINESS
The Board of Directors is aware of no other matter that will be presented
for action at this meeting. If any other matter requiring a vote of the
stockholders properly comes before the meeting, the Proxy Committee will vote
and act according to their best judgment.
By Order of the Board of Directors
Marilynn J. Cason
Secretary
14
<PAGE> 18
DeVRY INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/
[ ]
<TABLE>
<S><C>
1. ELECTION OF DIRECTORS: FOR WITHHOLD FOR ALL(EXCEPT NOMINEE(S) WRITTEN BELOW)
Nominees: CLASS II (1999) - David S. Brown, / / / / / /_________________________________________
Dennis J. Keller, and Robert E. King
CLASS I (1998) - Frederick A. Krehbiel
2. Amendment to Restated Certificate of Incor- FOR AGAINST ABSTAIN
poration to increase authorized Common Stock / / / / / /
from 20,000,000 shares to 75,000,000 shares.
3. Ratification of selection of Price Waterhouse LLP FOR AGAINST ABSTAIN
as Independent Public Accountants. / / / / / /
Dated:_______________________________________, 1996
Signature(s)___________________________________________________________________
_______________________________________________________________________________
Please date and sign above exactly as your name(s) appears hereon. Joint owners
should all sign. When signing in a representative capacity (such as for an
estate, trust, corporation or partnership) please indicate title or capacity.
</TABLE>
PROXY PROXY
DeVRY INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Marilynn J. Cason and Norman M. Levine as
proxies, each with the power to act alone and with full power of substitution
and revocation, to represent and vote, as specified on the other side of this
Proxy, all shares of Common Stock of DeVRY INC. that the undersigned is entitled
to vote at the Annual Meeting of Stockholders to be held at 10:30 a.m. on
Tuesday, November 19, 1996, at The Harris Trust and Savings Bank, 8th Floor
Auditorium, 111 West Monroe Street, Chicago, Illinois, and all adjournments
thereof.
The shares represented by this Proxy will be voted as specified, if no choice
is specified, this Proxy will be voted FOR Proposals 1, 2 and 3.
The proxies are authorized, in their discretion, to vote such shares upon any
other business that may properly come before the Annual Meeting.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
