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PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
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[ ] Soliciting material pursuant to sec.240.14a-11(c) or sec.240.14a-12
DeVry Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statements if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Prior unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (Set forth the amount on which the filing
fee is calculated and state how it was determined.)
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[ ] Fee paid previously with preliminary materials.
[ ] 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:
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(4) Date Filed:
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DeVry Logo
September 18, 1998
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 17, 1998, at The Northern Trust Company, 50 South
LaSalle 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 1998 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 17, 1998
You are cordially invited to attend the Annual Meeting of Stockholders of
DeVry Inc. at The Northern Trust Company, 50 South LaSalle Street, Chicago,
Illinois on Tuesday, November 17, 1998, at 10:30 a.m. Central Standard Time, for
the following purposes:
(1) To elect three Directors of the Company to serve as Class I
Directors for a three-year term, or 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 75,000,000 to 200,000,000;
(3) To ratify the appointment of PricewaterhouseCoopers LLP 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 1998.
The Board of Directors has fixed a record date of September 18, 1998. 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 24, 1998
<PAGE> 4
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS, NOVEMBER 18, 1997
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 17, 1998, and any adjournment thereof. This
Proxy Statement and accompanying proxy are first being sent to stockholders on
or about September 25, 1998. 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: (1)
notifying the Company in writing that the proxy has been revoked; (2) executing
a later-dated proxy; or (3) voting in person at the meeting. The election of
Directors, the increase in the number of authorized shares of Common Stock and
the ratification of the appointment of the independent public accountants will
each 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 18, 1998, the Company had 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 eleven. The members of Class I, whose
terms of office expire in 1998, are Ewen M. Akin, Sister Ann Ida Gannon, BVM,
Thurston E. Manning and Hugo J. Melvoin, of whom all, except Sister Ann Ida
Gannon, BVM, have been nominated to stand for election as Directors at the 1998
meeting to hold office until 2001 or until their respective successors are
elected and qualified. Sister Ann Ida Gannon is retiring from the Board after 25
years of distinguished service to the Company and its predecessors. All of the
nominees 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 I
Directors for a three-year term unless otherwise specified in such proxy. A
proxy cannot be voted for more than three 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 I - TERM EXPIRES 2001
Ewen M. Akin, age 68
Dr. Akin has been a Director of the Company since February, 1997. He was
President of Kennedy-King College in Chicago from 1976 to 1986 and President of
Malcolm X College in Chicago from 1973 to 1976. From 1970 to 1973 he was Vice
President for Academic Affairs at Kennedy King College, prior to which time he
was a member of the physics faculty there.
Thurston E. Manning, age 72
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 69
Mr. Melvoin has been a Director of the Company since 1987. He was a
founding stockholder and director of Keller Graduate School of Management, Inc.
("KGSM"). A practicing attorney since 1953, Mr. Melvoin 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 2000
Charles A. Bowsher, age 67
Mr. Bowsher has been a Director of the Company since February 1997. In 1996
Mr. Bowsher completed a 15-year term as Comptroller General of the United States
and head of the General Accounting Office. Prior to that he was affiliated with
Arthur Andersen and Co. for 25 years, except for a four-year period when he
served as Assistant Secretary of the Navy for Financial Management. Mr. Bowsher
is also a director of American Express Bank and National Steel Company.
Robert C. McCormack, age 59
Mr. McCormack has been a Director of the Company since 1995. He 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 in various positions on the staff of the
Secretary of Defense. Mr. McCormack spent 20 years in investment banking with
Dillon, Read & Co. Inc. and Morgan Stanley & Co. Incorporated before his
government service. He is also a director of Illinois Tool Works, Inc.
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Julie A. McGee, age 56
Ms. McGee has been a Director of the Company since 1994. From 1991 to 1994
she was President of McDougal Littell. Upon its acquisition by Houghton Mifflin
in 1994, she added the title of 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 54
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
1981 its Chief Operating Officer and from 1981 to 1987 its President and Chief
Operating Officer. He is also a director of SPR, Inc.
INCUMBENT DIRECTORS
CLASS II - TERM EXPIRES 1999
David S. Brown, age 57
Mr. Brown has been a Director of the Company since 1987 and was a founding
stockholder and director of KGSM. Mr. Brown, a practicing attorney, was a
partner in the Chicago law firm of McBride and Baker from 1972 to 1979 and
served as General Counsel of the U.S. Office of Minority Business Enterprise
from 1971 to 1972. From 1980 to 1996, Mr. Brown was employed by United
Laboratories, Inc., a manufacturer and seller of specialty chemicals, most
recently as Executive Vice President, Chief Financial Officer and General
Counsel.
Dennis J. Keller, age 57
Mr. Keller has been Chairman of the Board and Chief Executive Officer of
the Company since 1987. Mr. Keller co-founded KGSM and was from 1973 to August
1987 its Chairman of the Board and Chief Executive Officer. He is also a
director of NICOR, Inc.
Robert E. King, age 63
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.
Frederick A. Krehbiel, age 57
Mr. Krehbiel has been a Director of the Company since 1996. Employed since
1965 by Molex Incorporated, an electronic component manufacturer, he has served
as CEO since 1988 and as Chairman since 1993. Mr. Krehbiel is also a director of
Tellabs, Inc., Nalco Chemical Co. and Northern Trust Corp.
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
There were four regular meetings of the Board of Directors during fiscal
1998. 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, finance and compensation committees.
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Messrs. Keller (Chair), Taylor, King, McCormack and Brown serve as members
of the Company's NOMINATING COMMITTEE, which met by telephone during fiscal
1998. 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.
Messrs. Bowsher (Chair), Akin and Brown, 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 1997, include appointment of the Company's independent public
accountants subject to ratification by the stockholders; review of the scope of
work of the annual audits; review of the results of the audit; review of the
representations of management and the findings and suggestions of the
independent public accountants 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.
Messrs. McCormack (Chair), Keller, Taylor, King and Brown serve as members
of the Company's FINANCE COMMITTEE, which met once during fiscal 1997. The
Committee's principal duties include review and recommendations with respect to
the Company's financial policies, including cash flow, borrowing and dividend
policy.
Dr. Manning (Chair) and Messrs. King, Krehbiel and Melvoin serve as members
of the COMPENSATION COMMITTEE, which held two meetings in fiscal 1998. 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 senior officers of the Company each year and approval of
management incentive awards and stock option grants. The report of the
Compensation Committee on Executive Compensation appears on pages 10 to 12 of
this Proxy Statement.
Directors are each paid a retainer of $20,000 per annum plus $1,000 for
each Board of Directors meeting attended. Additionally, non-employee committee
members are paid $500 per meeting attended. In addition, Directors are eligible
to receive options under the Company's 1994 Stock Incentive Plan. Directors are
reimbursed for any expenditures attendant to Board membership.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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, 1998, 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 6, and (5) all Directors and
officers of the Company as a group, in each case as of June 30, 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
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Proxy Statement have been adjusted to reflect the two-for-one stock splits, on
June 21, 1995, December 18, 1996 and June 19, 1998.
<TABLE>
<CAPTION>
SHARES PERCENTAGE
NAME OWNED(1) OWNERSHIP
---- ---------- ----------
<S> <C> <C>
Dennis J. Keller............................................ 9,571,276(2) 13.6%
Ronald L. Taylor............................................ 2,321,780(3) 3.2
Ewen M. Akin................................................ 2,540(4) *
Charles A. Bowsher.......................................... 2,500(4) *
David S. Brown.............................................. 350,000(5) *
Ann Ida Gannon, BVM......................................... 36,500(6) *
Robert E. King.............................................. 40,340(5)(7) *
Frederick A. Krehbiel....................................... 23,120(8) *
Thurston E. Manning......................................... 36,500(6) *
Robert C. McCormack......................................... 847,044(9) 1.2
Julie A. McGee.............................................. 26,500(10) *
Hugo J. Melvoin............................................. 146,428(6)(11) *
Michael J. LaForte, Jr. .................................... 2,900(12) *
Norman C. Metz.............................................. 218,000(13) *
O. John Skubiak............................................. 134,900(14) *
GeoCapital Corporation...................................... 4,580,000(15) 6.6
Baron Capital, Inc. ........................................ 7,404,600(16) 10.6
All Directors and Officers as a Group (29 Persons).......... 14,424,842 20.8
</TABLE>
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* 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 9,152 shares owned by Mr. Keller's wife and 4,000 shares owned by
Mr. Keller's son, 200,200 shares owned by the Keller Family Foundation and
162,000 shares subject to purchase upon the exercise of stock options. Mr.
Keller disclaims beneficial ownership of the shares owned by his wife, son
and family foundation.
(3) Includes 1,200 shares owned by Mr. Taylor's children and 115,800 shares
subject to purchase upon the exercise of stock options. Mr. Taylor
disclaims beneficial ownership of the shares owned by his children.
(4) Includes 2,500 shares subject to purchase upon the exercise of stock
options.
(5) Includes 37,000 shares subject to purchase upon the exercise of stock
options.
(6) Includes 36,500 shares subject to purchase upon the exercise of stock
options.
(7) Includes 3,340 shares owned by Mr. King's wife. Mr. King disclaims
beneficial ownership of the shares owned by his wife.
(8) Includes 9,000 shares subject to purchase upon the exercise of stock
options.
(9) Includes 24,896 shares held by Northern Trust Company and Robert C.
McCormack Trust UA DTD 10-6-67; 760,000 shares contributed to McCormack DV
Management Limited Partnership by Mr. McCormack and 762 shares contributed
by his wife; 39,238 shares held by his wife; and 14,500 shares subject to
purchase upon the exercise of stock options. Mr. McCormack disclaims
beneficial ownership of the shares owned or contributed by his wife.
(10) Includes 26,500 shares subject to purchase upon the exercise of stock
options.
(11) Includes 20,000 shared owned by the Melvoin Foundation.
(12) Includes 2,400 subject to purchase upon the exercise of stock options.
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(13) Includes 12,800 shares subject to purchase upon the exercise of stock
options.
(14) Includes 10,344 shares held in an IRA at Northern Trust Brokerage, 23,200
shares held in an IRA at Northern Trust Brokerage for Luba Skubiak and
48,800 shares subject to purchase upon the exercise of stock options.
(15) GeoCapital Corporation, whose address is 767 Fifth Avenue, New York, New
York 10153, as of September 4, 1998 had shared voting power and sole
investment power as to 4,580,000 shares.
(16) Baron Capital, Inc. whose address is 450 Park Avenue, New York, New York
10022, as of August 31, 1998 had shared voting and investment power as to
7,404,600 shares.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------- ----------------------- -------
SECURITIES
RESTRICTED UNDERLYING
OTHER ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
NAME AND PRINCIPAL 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, 1998 $372,895 $652,422 $7,524 51,000 $15,110
Chairman and Chief 1997 214,322 763,451 1,369 52,000 12,585
Executive Officer 1996 206,079 741,884 1,369 42,000 14,088
Ronald L. Taylor, 1998 372,895 652,422 1,042 51,000 19,637
President and Chief 1997 214,322 763,451 1,042 52,000 14,431
Operating Officer 1996 206,079 741,884 1,042 42,000 17,626
O. John Skubiak, 1998 162,000 125,000 1,750 24,000 10,210
Senior Vice President 1997 150,000 100,000 2,279 20,000 7,529
1996 122,000 75,000 2,551 20,000 7,288
Norman C. Metz, 1998 174,000 70,000 5,490 8,000 9,365
Senior Vice President 1997 168,000 70,000 3,814 8,000 9,651
1996 162,240 65,000 3,912 8,000 7,574
Michael J. LaForte, 1998 144,000 50,000 4,674 4,000 6,010
Vice President of 1997 105,000 1,492 4,000 130
Operations 1996
</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 $500,000. The following premiums
were paid: Mr. Keller, $1,602; Mr. Taylor, $1,025; Mr. Metz, $532; Mr.
Skubiak, $369; and Mr. LaForte, $530.
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
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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 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, currently Dennis J.
Keller and Ronald L. Taylor, comprise the plan committee (the "Plan Committee")
that 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. Incentive stock options granted under the Restated Stock Option
Plan are not transferable except at death; nonqualified stock options may be
transferred by grantees inter vivos to members of their immediate families or to
a trust for the benefit of such family members. 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 347,840 shares of Common Stock are reserved for issuance
upon the exercise of options granted under the Restated Stock Option Plan.
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. Incentive stock options granted under
the 1991 Stock Option Plan are not transferable except at death; nonqualified
stock options may be transferred by grantees inter vivos to members
7
<PAGE> 11
of their immediate families or to a trust for the benefit of such family
members. 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 730,040 shares of Common Stock are reserved for issuance
upon the exercise of options granted under the 1991 Stock Option Plan. At June
30, 1998, 20,800 shares of Common Stock remained available for grant under the
1991 Stock Option Plan. Any shares issuable upon the exercise of options under
the 1991 Stock Option Plan may, however, 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 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, currently Dennis J. Keller and
Ronald L. Taylor, which determines the Directors and key employees of the
Company eligible to participate and the number of shares to be granted under
option, subject to approval of employee grants by the Compensation Committee of
the Board. 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. Incentive stock options granted under the 1994 Plan are
not transferable except at death; nonqualified stock options may be transferred
inter vivos to members of their immediate families or to a trust for the benefit
of such family members. 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 467,260 shares of Common Stock are reserved for issuance
upon the exercise of options granted under the 1994 Plan. At June 30, 1998,
1,122,940 shares of Common Stock remained available for grant 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.
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 $25,000 of the Company's Common Stock every year, not to
exceed, through open market purchases, an aggregate of 800,000 shares of the
Common Stock. The Company assumes all Stock Purchase Plan administrative
expenses, including brokerage commissions incurred in connection with the
purchase of shares. At June 30, 1998, options to purchase 214,464 shares had
been exercised by Company employees, including options by Company executive
officers for 51,378 shares.
8
<PAGE> 12
The following table provides information about options granted to the named
executive officers during fiscal 1998 under the Restated Stock Option Plan, the
1991 Stock Option Plan and the 1994 Stock Option Plan.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
----------------- AT ASSUMED ANNUAL RATES
NUMBER OF % OF TOTAL OF STOCK PRICE
SECURITIES OPTIONS/SARS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION --------------------------
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- - ---- ------------ ------------ ----------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Dennis J. Keller........ 50,000 17% $14.5938 8/18/07 $458,898 $1,162,937
Dennis J. Keller........ 1,000 .35% 13.44 7/01/07 8,452 21,419
Ronald L. Taylor........ 50,000 17% 14.5938 8/18/07 458,898 1,162,937
Ronald L. Taylor........ 1,000 .35% 13.44 7/01/07 8,452 21,419
Norman C. Metz.......... 8,000 2.8% 14.5938 8/18/07 73,423 186,070
O. John Skubiak......... 24,000 8.4% 14.5938 8/18/07 220,271 558,210
Michael J. LaForte,
Jr.................... 4,000 1.4% 14.5938 8/18/07 36,711 93,035
</TABLE>
The following table provides information about options exercised by the
named executive officers during fiscal 1998 and the number and value of options
held at the end of fiscal 1998. The Company does not have any outstanding stock
appreciation rights.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES --------------- --------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- - ---- ----------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
Dennis J. Keller................. 114,800/146,200 $2,021,949/1,772,441
Ronald L. Taylor................. 46,400 $ 588,700 68,400/146,200 1,141,801/1,772,441
Norman C. Metz................... 198,200 2,986,762 4,800/24,000 69,500/294,447
O. John Skubiak.................. 27,200/65,600 459,318/795,417
Michael J. LaForte, Jr. ......... 800/7,200 8,324/62,674
</TABLE>
- - ------------------------------
(1) Represents the difference between the closing price of the Common Stock on
the New York Stock Exchange on June 30, 1998, 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, 1998, covered 2,298 of the Company's employees,
including 503 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 monthly 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 1% to a 401(k) account, the Company makes a
matching contribution of 1% of their total annual eligible compensation
(including salary, overtime pay and bonuses); to those employees contributing 2%
or more, the Company makes a matching contribution of 1 1/2% of their total
annual eligible compensation. 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.
9
<PAGE> 13
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.
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 another year of superior Company results. (In 1998, DeVry's revenues
increased by 14.6%, its net income by 27.0% and its earnings per share by 25.7%
over 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 was historically 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 4% to 4 1/2% in recent years, and 4% for fiscal year 1998). This
practice caused, however, their base salaries to become, over time,
substantially lower, and to represent a substantially smaller portion of total
compensation, than those of CEO's of companies of comparable size and type.
Additionally, this salary practice produced salary compression among Company
executives, who, for the most part, aside from the Chief Executive Officer and
the President, have received salary increases at levels higher than the increase
in the salary pool as a whole. Salary compression among DeVry executives had
also begun to affect the Company's external recruiting of executives.
To alleviate these problems, the Compensation Committee, which continues to
believe that the level of total cash compensation reflected in the historical
combination of salary and annual incentive compensation for the Chief Executive
Officer and the President approximately conforms to the Committee's policy of
providing total cash compensation that represents salary reasonable in amount
and additional compensation determined by stockholder returns, changed for
fiscal year 1998 the mix of salary and annual incentive compensation without
changing the total compensation. As a result $150,000 of the compensation
determined under the five-year growth in earnings per share bonus program
(described below under "Annual Incentive Compensation") has been deemed salary
and added to the salary component of the compensation of the Chief Executive
Officer and the President along with a salary increase at the salary pool rate
for salary increases. This change increases the salary portion of their total
compensation from approximately 20%-30% to 35%-45%, while retaining annual
incentive compensation, with its focus on long-term growth in earnings per
share, as their primary compensation vehicle.
10
<PAGE> 14
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 Compensation Committee has adopted the premise that long-term growth in
earnings is the single best proxy for stockholder interests. The annual
incentive compensation program for the Chief Executive Officer and the
President, which is based primarily on a growth in earnings per share bonus
program, has been designed to that end. 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. Under the amendment of the program adopted
by the Compensation Committee for fiscal year 1998, the first $150,000 of any
bonus amount determined is deemed salary and treated as such. (See "Salary"
above.) No annual incentive bonus will be paid under this program 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 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
(approximately 25% per year from 1993 to 1998) has resulted in substantial
growth in their 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 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 149
Company employees granted stock options based on their superior performance
during fiscal year 1998.
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 1998 is
set forth on page 6. 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
11
<PAGE> 15
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
Frederick A. Krehbiel
Hugo J. Melvoin
12
<PAGE> 16
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
30, 1993 through June 30, 1998 with the cumulative return on the NYSE Stock
Market Index (U.S. Companies), and an industry group index. This graph
demonstrates the markets 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 the NYSE index, and the industry, as
represented by the industry group.
COMPARISON OF CUMULATIVE TOTAL RETURN SINCE JUNE 30, 1993
AMONG DEVRY INC., NYSE MARKET INDEX,
AND INDUSTRY GROUP INDEX
<TABLE>
<CAPTION>
NYSE
MARKET INDEX
MEASUREMENT PERIOD -U.S. INDUSTRY
(FISCAL YEAR COVERED) DEVRY, INC. COMPANIES GROUP INDEX
<S> <C> <C> <C>
06/30/93 100.0 100.0 100.0
06/30/94 115.4 101.0 85.1
06/30/95 159.2 124.1 122.3
06/30/96 358.2 156.3 210.1
06/30/97 429.9 204.8 292.5
06/30/98 698.5 262.4 350.4
</TABLE>
Data for this graph was prepared by The University of Chicago Graduate
School of Business -- Center for Research in Security Prices.
Assumes $100 was invested on June 30, 1993 in DeVry Inc. Common Stock, the
NYSE Stock Market Index (U.S. Companies) and the Industry Group (1), and that
all dividends were reinvested.
- - ------------------------------
(1) 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., ITT Educational
Services, Inc., Computer Learning Centers, Inc., Education Management
Corp., Educational Medical, Inc., Learning Tree International, Inc.,
Strayer Education, Inc., and Whitman Education Group, 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.
13
<PAGE> 17
AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION
By resolution adopted on August 18, 1998, 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 75,000,000 shares to 200,000,000
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 200,000,000.
Of the 75,000,000 shares currently authorized, 69,305,070 were outstanding
at June 30, 1998, and 1,545,140 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 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 the filing and recording of 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 PricewaterhouseCoopers LLP, independent public accountants, as
independent public accountants for the Company and its subsidiaries for fiscal
year 1999. The Board of Directors recommends to the stockholders that the
appointment of PricewaterhouseCoopers LLP as independent public accountants for
the Company and its subsidiaries be ratified. If the stockholders do not ratify
the appointment of PricewaterhouseCoopers LLP, the selection of independent
public accountants will be reconsidered by the Audit Committee and the Board of
Directors. Representatives of PricewaterhouseCoopers 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 PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY.
STOCKHOLDER PROPOSALS -- 1999 ANNUAL MEETING
Stockholder proposals intended to be presented at the 1999 Annual Meeting
must be received by the Company no later than May 23, 1999, to be eligible for
inclusion in the Proxy Statement and form of proxy for the meeting.
14
<PAGE> 18
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
15
<PAGE> 19
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 I (2001) - Ewen M. Akin, ALL ALL
Thurston E. Manning and Hugo J. Melvoin / / / / / /_________________________________________
2. Amendment of Certificate of Incorporation to increase authorized Common Stock
to 200,000,000 shares. FOR AGAINST ABSTAIN
/ / / / / /
3. Ratification of selection of PricewaterhouseCoopers LLP FOR AGAINST ABSTAIN
as Independent Public Accountants. / / / / / /
Dated:_______________________________________, 1998
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.
- - ------------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
</TABLE>
YOUR VOTE IS IMPORTANT!
PLEASE SIGN, DATE AND RETURN PROMPTLY
IN ENCLOSED PREPAID ENVELOPE.
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 17, 1998, at The Northern Trust, 50 South LaSalle 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.)
