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Devry Education Group Inc. – ‘8-K/A’ for 8/30/96

As of: Friday, 8/30/96 · For: 8/30/96 · Accession #: 730464-96-10 · File #: 1-13988

  As Of                Filer                Filing    For·On·As Docs:Size

 8/30/96  Devry Education Group Inc.        8-K/A:7     8/30/96    2:27K

Amendment to Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                           20     57K 
 2: EX-23       Consent of Experts or Counsel                          1      4K

8-K/A — Amendment to Current Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Financial Statements and Exhibits Financial Statements and Exhibits Index
1	1st Page - Filing Submission
2	Item 7 -. Financial Statements and Exhibits
3	Item 7 -. Financial Statements and Exhibits Index

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  SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C.  20549

  Form 8-K/A

 Amendment #1 to Form 8-K Filed July 2, 1996

Current Report
Pursuant to Section 13 or 15(d) of
 the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 19, 1996  

  DeVRY INC.
------------------------------
(Exact name of registrant as specified in its charter)

DELAWARE                      0-12751                 36-3150143  
-------------                  -----------              ------------    
(State or other          (Commission File Number)      (I.R.S. Employer 
jurisdiction of                                        Indentification
incorporation)                                         No.)           

One Tower Lane                                                
Oakbrook Terrace, Illinois                                60181         
--------------------------                              --------        
(Address of principal                                  (Zip Code)       
executive offices)                                                    

(630) 571-7700  
-------------------   
(Registrant's telephone 
number, including area
code)                 

Exhibit Index is on Page 20                Total Number of Pages is 21  

8-K/A 2nd Page of 20 TOC 1st Previous Next ↓Bottom Just 2nd

ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS                                      
------------------------------------------                                      
This Form 8-K/A amends Item 7, Financial Statements, Pro Forma Financial        
Information and Exhibits of the Company's Current Report on Form 8-K            
dated June 19, 1996, and filed July 2, 1996, as follows:                        

1.  Item 7(a) is being amended to include the required financial statements     
of Becker CPA Review Course which was acquired by the Company on        
June 19, 1996.                                                          

2.  Item 7(b) is being amended to include the required pro forma financial      
statements with respect to the acquisition of Becker CPA Review Course  
by the Company on June 19, 1996.                                        

3.  Item 7(c) is being amended to include an additional exhibit related to      
the financial statements included herein.                               

8-K/A 3rd Page of 20 TOC 1st Previous Next ↓Bottom Just 3rd

ITEM  7 - FINANCIAL STATEMENTS AND EXHIBITS INDEX                               
-----------------------------------------------------                           

The following documents are filed as part of this report:                       
                                                   8-K/A
                                                   Report Page
                                                   -----------
(a)  Financial Statements of Business Acquired                        

The following financial statements of Becker CPA                      
Review Course are included on pages 4 through 15 of                   
this report:                                                          

Report of Independent Accountants                           5         

Combined Balance Sheets at April 30, 1996 and 1995          6         

Combined Statements of Income for the years ended                     
April 30, 1996 and 1995                                     7         

Combined Statements of Cash Flows for the years                       
ended April 30, 1996 and 1995                               8         

Combined Statements of Shareholder's and Partners'                    
Equity for the years ended April 30, 1996 and 1995          9         

Notes to Combined Financial Statements                   10 - 15      

(b)  Pro Forma Financial Information                                  

The following pro forma combined financial                            
statements of DeVry Inc. and Becker CPA Review                        
Course are included on pages 16 through 18 of  this                   
report:                                                               

Explanation of Pro Forma Combined Financial Statement      16         

Pro Forma Combined Statement of Income for the year                   
ended June 30, 1996                                        17         

Notes to Pro Forma Combined Financial Statement            18         

(c)  Exhibits                                                         

See Exhibit Index located on page 20                                  

SIGNATURES                                                      19              

EXHIBIT INDEX                                                   20              

8-K/A 4th Page of 20 TOC 1st Previous Next ↓Bottom Just 4th
BECKER CPA REVIEW COURSE                                        

REPORT AND FINANCIAL STATEMENTS                                 

APRIL 30, 1996 AND 1995                                         

8-K/A 5th Page of 20 TOC 1st Previous Next ↓Bottom Just 5th
REPORT OF INDEPENDENT ACCOUNTANTS   
---------------------------------   

July 19, 1996                                                                   

To the Board of Directors and Shareholder of                                    
Becker CPA Review Course of California, and                                     
the Partners of Becker CPA Review Course, Ltd.                                  

In our opinion, the accompanying combined balance sheets and the related        
combined statements of income, combined statements of shareholder's and         
partners' equity and combined statements of cash flows present fairly, in       
all material respects, the financial position of the Becker CPA Review Course   
(the Course)(see Note 1) at April 30, 1996 and 1995, and the results of its     
operations and its cash flows for the years then ended, in conformity with      
generally accepted accounting principles.  These financial statements are the   
responsibility of the Course's management; our responsibility is to express     
an opinion on these financial statements based on our audits.  We conducted     
our audits of these statements in accordance with generally accepted auditing   
standards which require that we plan and perform the audit to obtain reasonable 
assurance about whether the financial statements are free of material           
misstatement.  An audit includes examining, on a test basis, evidence           
supporting the amounts and disclosures in the financial statements, assessing   
the accounting principles used and significant estimates made by management,    
and evaluating the overall financial statement presentation.  We believe that   
our audits provide a reasonable basis for the opinion expressed above.          

As discussed in Note 1 to the financial statements, substantially all of the    
net combined assets of the Course were sold effective June 19, 1996.            

Price Waterhouse LLP                                                            
Los Angeles, California                                                         

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                                                                [Download Table]
                        BECKER CPA REVIEW COURSE                            

                        COMBINED BALANCE SHEETS                             
                        -----------------------                             

                                                          April 30,         
                                                      ------------------    
                                                      1996          1995    
                                 ASSETS               ----          ----    
                                 ------                                     
                                                                            
Current assets:                                                             
  Cash and cash equivalents                        $1,028,000    $1,502,000 
  Receivables (Note 3)                                708,000       853,000 
  Receivable from Newton D. Becker (Notes 4 and 6)  1,206,000       304,000 
                                                   ----------    ---------- 
    Total current assets                            2,942,000     2,659,000 
                                                   ----------    ---------- 
Property and equipment, at cost:                                            
  Equipment                                         2,137,000     2,054,000 
  Leasehold improvements                              774,000       751,000 
                                                   ----------    ---------- 
                                                    2,911,000     2,805,000 

Less accumulated depreciation                      (2,545,000)   (2,402,000)
                                                   ----------    ---------- 
    Total property and equipment, net                 366,000       403,000 
                                                   ----------    ---------- 
Other assets                                          165,000        90,000 
Intangible asset-employee benefit plan (Note 8)             -        43,000 
                                                   ----------    ---------- 
                                                   $3,473,000    $3,195,000 
                                                   ==========    ========== 

                         LIABILITIES AND EQUITY                             
                         ----------------------                             
Current liabilities:                                                        
  Accounts payable, accrued expenses,                                       
   and accrued pension (Note 8)                    $  692,000    $  739,000 
  Refunds due students                                975,000       975,000 
  Deferred income taxes (Note 5)                       20,000        20,000 
                                                   ----------    ---------- 
    Total current liabilities                       1,687,000     1,734,000 
                                                   ----------    ---------- 
Commitments and contingent liabilities (Note 7)                             

Shareholder's and partners' equity (Note 1)         1,786,000     1,461,000 
                                                   ----------    ---------- 
                                                   $3,473,000    $3,195,000 
                                                   ==========    ========== 

See accompanying notes to combined financial statements.        

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                                                                [Download Table]
                        BECKER CPA REVIEW COURSE                           

                      COMBINED STATEMENTS OF INCOME                        
                      -----------------------------                        

                                                         Year Ended        
                                                          April 30,        
                                                      ------------------   
                                                      1996          1995   
                                                      ----          ----   
                                                                           
Revenues:                                                                  
  Tuition and fees                                $19,809,000   $19,623,000
  Interest income                                     122,000       170,000
                                                  -----------   -----------
                                                   19,931,000    19,793,000
Expenses:                                         -----------   -----------
  Contract services -                                                      
   Instructors                                      3,432,000     3,249,000
   Interviewers, administration, and                                       
    campus representative coordinators              2,121,000     2,007,000
  Administrative salaries, wages and                                       
   employee benefits                                2,371,000     2,508,000
  Classroom supplies                                1,589,000     1,501,000
  Classroom rentals                                 1,891,000     1,775,000
  Postage and telephone                               900,000       881,000
  Direct mail and advertising                         859,000       909,000
  Professional fees                                   215,000       295,000
  Travel                                              399,000       403,000
  Reproduction and printing                           462,000       353,000
  Pension cost                                        128,000       202,000
  Other general and administrative                  1,401,000     1,277,000
                                                  -----------   -----------
                                                   15,768,000    15,360,000
                                                  -----------   -----------
Income before royalty                               4,163,000     4,433,000

Royalty (Note 4)                                    3,669,000     3,880,000
                                                  -----------   -----------
   Net income                                     $   494,000   $   553,000
                                                  ===========   ===========

See accompanying notes to combined financial statements.        

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                                                                [Download Table]
                        BECKER CPA REVIEW COURSE                            

                   COMBINED STATEMENTS OF CASH FLOWS                        
                   ---------------------------------                        

                                                         Year Ended         
                                                          April 30,         
                                                      ------------------    
                                                      1996          1995    
                                                      ----          ----    
                                                                            
Cash flows from operating activities:                                       
Net income                                         $  494,000    $  553,000 
Adjustments to reconcile net income to net cash                             
 provided by operating activities:                                          
  Depreciation and amortization                       220,000       232,000 
  Changes in assets and liabilities -                                       
   Receivables                                        145,000        36,000 
   Other assets                                       (75,000)      (24,000)
   Intangible asset - employee benefit plan            43,000       174,000 
   Accounts payable, accrued expenses                                       
    and accrued pension                               (47,000)      (17,000)
   Refunds due students                                             155,000 
                                                   ----------    ---------- 
        Net cash provided by operating activities     780,000     1,109,000 
                                                   ----------    ---------- 
Cash flows from investing activities:                                       
  Purchase of equipment                              (183,000)     (261,000)
                                                   ----------    ---------- 
        Net cash used in investing activities        (183,000)     (261,000)
                                                   ----------    ---------- 
Cash flows from financing activities:                                       
  Advance to Newton D. Becker                        (902,000)     (304,000)
  Partner withdrawals                                (169,000)     (392,000)
                                                   ----------    ---------- 
        Net cash used in financing activities      (1,071,000)   (1,112,000)
                                                   ----------    ---------- 
Net decrease in cash and cash equivalents            (474,000)     (264,000)

Cash and cash equivalents at beginning of year      1,502,000     1,766,000 
                                                   ----------    ---------- 
Cash and cash equivalents at end of year           $1,028,000    $1,502,000 
                                                   ==========    ========== 
Supplemental disclosures of cash flow information                           
  Cash paid during the year for -                                           
    Interest                                       $      400    $   24,000 
  Noncash investing activity -                                              
    Write-off of fully depreciated assets          $   73,488    $    8,600 


See accompanying notes to combined financial statements.        

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                                                        [Enlarge/Download Table]
                                         BECKER CPA REVIEW COURSE                                             

                        COMBINED STATEMENTS OF SHAREHOLDER'S AND PARTNERS' EQUITY                             
                             FOR YEARS ENDED APRIL 30, 1996 AND 1995 (NOTE 1)                                 
                             ------------------------------------------------                                 


                                Balance at                        Balance at                        Balance at
                                 April 30,    Net      Partners'   April 30,    Net     Partners'    April 30,
                                   1994      Income   Withdrawals    1995      Income  Withdrawals     1996   
                                   ----      ------   -----------    ----      ------  -----------     ----   
                                                                                                              
Becker CPA Review Course, Ltd.:                                                                               
  General partner               $1,153,000  $172,000              $1,325,000  $163,000              $1,488,000
  Limited partners                 282,000   259,000  ($392,000)     149,000   245,000  ($169,000)     225,000
                                ----------  --------   --------   ----------  --------   --------   ----------
                                 1,435,000   431,000   (392,000)   1,474,000   408,000   (169,000)   1,719,000
                                ----------  --------   --------   ----------  --------   --------   ----------
Becker CPA Review Course of                                                                                   
 California:                                                                                                  
  Capital stock                      4,000                             4,000                             4,000
  Retained earnings              1,144,000   294,000               1,438,000   249,000               1,687,000
  Deferred income taxes             25,000                            25,000                            25,000
                                ----------  --------   --------   ----------  --------   --------   ----------
                                 1,173,000   294,000               1,467,000   249,000               1,716,000
                                ----------  --------   --------   ----------  --------   --------   ----------
Intercompany eliminations       (1,308,000) (172,000)             (1,480,000) (163,000)              1,643,000
                                ----------  --------   --------   ----------  --------   --------   ----------
Combined                        $1,300,000  $553,000  ($392,000)  $1,461,000  $494,000  ($169,000)  $1,786,000
                                ==========  ========   ========   ==========  ========   ========   ==========


        See accompanying notes to combined financial statements.

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BECKER CPA REVIEW COURSE        

NOTES TO COMBINED FINANCIAL STATEMENTS        
--------------------------------------        

NOTE 1 - ORGANIZATION:                                                          
---------------------                                                           
The entities comprising the Becker CPA Review Course (the Course) are           
as follows:                                                                     

Becker CPA Review Course, Ltd. (the Partnership)                                
------------------------------------------------                                
A California limited partnership formed on June 4, 1973 which operates schools  
in states other than California.  Ownership interests are as follows:           

General Partner -                                                   
Becker CPA Review Course of California                          
(a California S Corporation owned 100% by                       
Newton D. Becker)                                       40%     

Limited Partners -                                                  
Newton D. Becker                                        15%     
David E. Becker                                         15%     
Laura E. Becker                                         15%     
Daniel J. Becker                                        15%     
                                                  ----
                                                  100%
                                                  ====

Profits and losses are shared by the partners in proportion to their            
respective ownership ratios.                                                    

Becker CPA Review Course of California (the "Corporation")                      
----------------------------------------------------------                      
This is a California corporation incorporated on May 28, 1965 which operates    
schools within California.  The Corporation is owned 100% by Newton D. Becker   
and has elected to be taxed as an S Corporation for both federal and state tax  
purposes.                                                                       

At April 30, 1996 and 1995, 40 shares of capital stock, $100 par value, were    
issued and outstanding of the 250 shares authorized.                            

Acquisition by DeVry Inc.                                                       
-------------------------                                                       
Effective June 19, 1996, DeVry Inc. acquired substantially all of the net       
combined assets of the Course.                                                  

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NOTE 2 - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES:              
-----------------------------------------------------------------               
Nature of Operations                                                            
--------------------                                                            
The Becker CPA Review Course conducts accounting schools throughout the         
United States aimed primarily at preparing students to pass the nationally      
administered and centrally graded Certified Public Accountant's (CPA)           
examination.  The CPA examination is held twice each year for a 2 day period    
beginning on a Wednesday afternoon early in May and November.  Each term is     
conducted over a period of four or five months and ends the week before the     
CPA examination.  There were 138 school locations in operation during 1996      
and 135 during 1995.  Additionally, Certified Management Accountant (CMA)       
review courses are offered in May and November.  Newton D. Becker began the     
CPA course in 1959 in Cleveland, Ohio.                                          

The preparation of financial statements in accordance with generally accepted   
accounting principles requires management to make estimates and assumptions     
that affect the reported amounts and disclosures in the financial statements.   
Actual results could differ from those estimates.                               

Recognition of Income and Expenses                                              
----------------------------------                                              
The first school term for the CPA review course runs from June to October and   
the second term from December to April.  Tuition, fees and related costs are    
taken into income over the period of each term.  A liability is recognized for  
that portion of tuition received from students who may be entitled to a refund  
due to their not attending a full term.  As registration for the May CMA course 
is conducted during April, all income related to the May review course is       
recorded as deferred income as of April 30, 1996.  This balance is recognized   
as income over the one-month term of the course.                                

Concentration of credit risk with respect to tuition accounts receivable is     
limited due to the large number of the Course's students base and their         
dispersion.  The Course generally does not require collateral from its          
students.                                                                       

Principles of Combination                                                       
-------------------------                                                       
The combined financial statements include the accounts of the Partnership and   
the Corporation described in Note 1.  These entities are affiliated through     
substantially common ownership and common management.  In combining the         
accounts, transactions and balances between entities have been eliminated.      

Fair Value of Financial Instruments                                             
-----------------------------------                                             
Financial instruments are valued at cost.  Based on the short-term nature of    
the instruments, the carrying amount is a reasonable estimate of their fair     
value.                                                                          

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NOTE 2:  (Continued)                                                            
------                                                                          
Cash and Cash Equivalents                                                       
-------------------------                                                       
For the purpose of the combined statements of cash flows, all highly liquid     
debt instruments purchased with a maturity of three months or less are          
considered to be cash equivalents.                                              

Property and Equipment                                                          
----------------------                                                          
Depreciation of equipment is provided on a straight-line basis over estimated   
useful lives which range from three to six years.  Leasehold improvements are   
amortized on a straight-line basis over the shorter of the asset's useful life  
of five years, or the life of the lease.                                        

Expenditures for betterments and major renewals are capitalized and maintenance 
and repairs are charged to operations as incurred.  When assets are sold or     
otherwise disposed of, the cost and related accumulated depreciation are        
removed from the accounts, and any resulting gain or loss thereon is included   
in operations.                                                                  

Refunds Due Students                                                            
--------------------                                                            
The Course recognizes unutilized refunds due to students as income after two    
years.                                                                          

NOTE 3 - RECEIVABLES:                                                           
--------------------                                                            
Receivables at April 30 include the following:                                  
                                        1996            1995
                                        ----            ----
Current receivables:                                                        
Tuition accounts receivable                 $616,000        $737,000    
Other receivables                             92,000         116,000    
                                        --------        --------
                                        $708,000        $853,000
                                        ========        ========

NOTE 4 - ROYALTY EXPENSE:                                                       
------------------------                                                        
The Partnership pays a royalty fee to Newton D. Becker, based upon its income   
before deduction of royalty expense, for the use of instructional material such 
as tape recordings and transparencies prepared and continually updated by him.  
Under the royalty agreement, the Partnership advances royalty fees to           
Mr. Becker throughout the year.                                                 

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NOTE 5 - INCOME TAXES:                                                          
---------------------                                                           
Effective May 1, 1989, the Becker CPA Review Course of California, a California 
corporation, elected to file its federal and California state income tax        
returns under the S Corporation provisions of the Internal Revenue Code and     
related California statute.  In accordance with these provisions, corporate     
earnings at the federal level flow through and are taxed at the individual      
shareholder level; however, there remains a 1.5% corporate level surtax for     
California state franchise tax purposes.  Deferred income taxes are provided    
for potential federal and state income tax deficiencies that may arise relating 
to years prior to fiscal year 1990.                                             

NOTE 6 - RECEIVABLE FROM/ PAYABLE TO NEWTON D. BECKER:                          
-----------------------------------------------------                           
At April 30, 1996, the Course had advanced $741,000 to Mr. Becker for royalty   
fees due.  Other amounts due from Mr. Becker totaled $465,000.  At April 30,    
1995, royalty advances totaled $304,000.                                        

NOTE 7 - COMMITMENTS:                                                           
--------------------                                                            
Payments due under long-term noncancelable leases for rentals of classrooms     
and the headquarters in Los Angeles are as follows:                             

1997                 $  871,000       
1998                    778,000       
1999                    552,000       
2000                    418,000       
Thereafter              969,000       
              ----------
              $3,588,000
              ==========
Long-term leases generally contain renewal options and provisions for increased 
rentals under certain conditions.                                               

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NOTE 8 - EMPLOYEE BENEFIT PLAN:                                                 
------------------------------                                                  
The Course has a defined benefit plan (the Plan) covering eligible employees.   
Normal retirement age is 65, with provision made for early or late retirement.  
Benefits are based on years of service and the employee's compensation,         
primarily during the last five years of service.  The Course's funding policy   
is to make contributions as required by applicable regulations.  All Plan       
assets are invested in an annuity contract with Principal Mutual Life           
Insurance Company.                                                              

A summary of the components of net periodic pension cost for the years ended    
April 30, 1996 and 1995 are as follows:                                         

                                                                [Download Table]

                                                         1996       1995   
                                                         ----       ----   
                                                                           
Service cost - benefits earned during the period       $101,000   $130,000 
Interest cost                                            84,000     82,000 
Actual return on plan assets                           (107,000)   (67,000)
Net amortization and deferral                            50,000     57,000 
                                                       --------   -------- 
  Net periodic pension cost                            $128,000   $202,000 
                                                       ========   ======== 

The funded status of the Plan at April 30, 1996 and 1995 is summarized below:   

                                                                [Download Table]

                                                           1996       1995   
                                                           ----       ----   
                                                                             
Actuarial present value of projected benefit obligation                      
  Vested employees                                     $1,217,000 $  789,000 
  Non-vested employees                                     44,000    313,000 
                                                       ---------- ---------- 
                                                        1,261,000  1,102,000 
  Additional amounts related to projected salary                             
   increases                                              202,000    145,000 
                                                       ----------  --------- 
      Total projected benefit obligation                1,463,000  1,247,000 

Plan assets at fair value                               1,286,000  1,086,000 
                                                       ---------- ---------- 
Projected benefit obligation in excess of Plan assets    (177,000)  (161,000)
Unrecognized net gain                                    (256,000)  (332,000)
Unrecognized prior service cost                           471,000    521,000 
Adjustment required to recognize minimum liability              -    (43,000)
                                                       ---------- ---------- 
      Prepaid/(accrued) pension cost                   $   38,000 ($  15,000)
                                                       ========== ========== 

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NOTE 8:   (Continued)                                                           
------                                                                          
In accordance with Financial Accounting Standards Board Statement No. 87        
(FAS 87), "Employees' Accounting for Pensions", the Course recorded an          
additional minimum pension liability at April 30, 1995 of $43,000 representing  
the unfunded accumulated benefit obligation.  Also, as provided for in FAS 87,  
an equal amount was recorded as an intangible asset.  As of April 30, 1996 no   
such unfunded accumulated benefit obligation existed.                           

The projected benefit obligations at April 30, 1996 and 1995 were determined    
using assumed discount rates of 6.25% and 7.0% and assumed 5.26% and 5.23%      
rates of increase in future compensation levels, respectively.  The assumed     
long-term rate of return on plan assets was 7.00% for 1996 and 1995.            

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DeVRY INC.

  PRO FORMA COMBINED FINANCIAL STATEMENT
(Unaudited) 

  The following pro forma combined statement of income gives effect to the
purchase of substantially all of the net assets of Becker CPA Review Course     
(Becker CPA) effective June 19, 1996 by two newly formed wholly owned           
subsidiaries of DeVry Inc. (the "Company").                                     

   The pro forma information is based on the historical financial statements
of the Company and Becker CPA and gives effect to the transaction under the     
purchase method of accounting and the assumptions and adjustments in the        
accompanying notes to the pro forma combined statement of income. Under the     
purchase method, the assets acquired and liabilities assumed are recorded       
at their estimated fair values at the date of acquisition.  The unaudited       
pro forma combined statement of income combines the results of operations       
of Becker CPA for the fiscal year ended April 30, 1996 with the results of      
operations of the Company for  the fiscal year ended June 30, 1996, as          
if the acquisition had ocurred as of July 1, 1995.                              

 The pro forma combined statement of income has been prepared by Company
management based upon the financial statements of Becker CPA included           
elsewhere herein.  These pro forma combined statements may not be indicative    
of the results that actually would have occurred if the combination had been    
in effect on the dates indicated or which may be obtained in the future.        
The proforma combined statement of income should be read in conjunction with    
the audited financial statements and notes of Becker CPA contained elsewhere    
herein and of the Company contained in the Current Report on Form 8-K dated     
August 22, 1996 as filed with the Securities and Exchange Commission.           

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                                                                [Download Table]
                                   DeVRY INC.                              
                     PRO FORMA COMBINED STATEMENT OF INCOME                
                        For the Year Ended June 30, 1996                   
                             (Dollars in Thousands)                        
                                  (Unaudited)                              


                                 Historical               Pro Forma        
                          -----------------------  ----------------------- 
                          DeVry Inc.   Becker CPA  Adjustments     Combined
                          ----------   ----------  -----------     --------
                                                                           
REVENUES:                                                                  

  Tuition                   $236,607     $ 19,809     $            $256,416
  Other Educational           22,341                                 22,341
  Interest                     1,059          122                     1,181
                            --------     --------     --------     --------
    Total Revenues           260,007       19,931            -      279,938
                            --------     --------     --------     --------

COSTS AND EXPENSES:                                                        

  Cost of Educational                                                      
    Services                 155,254        7,374                   162,628
  Student Services and                                                     
    Administrative Expense    70,992        8,394        1,455 (b)   80,841
  Interest Expense             1,063                     2,487 (b)    3,550
                            --------     --------     --------     --------
    Total Costs and Expenses 227,309       15,768        3,942      247,019
                            --------     --------     --------     --------
Income Before Royalty         32,698        4,163       (3,942)      32,919

Royalty                                     3,669       (3,669)(b)         
                            --------     --------     --------     --------
Income Before Income Taxes    32,698          494         (273)      32,919

Income Tax Provision          13,453                        91 (b)   13,544
                            --------     --------     --------     --------
NET INCOME (LOSS)           $ 19,245     $    494     $   (364)    $ 19,375
                            ========     ========     ========     ========

EARNINGS PER COMMON SHARE      $1.14                                  $1.15
                            ========                               ========
Weighted Average Shares                                                    
  Outstanding (In thousands)  16,830                                 16,830
                            ========                               ========

  See notes to pro forma combined statement of income.

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DeVRY INC.
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENT   
For The Year Ended June 30, 1996

(a)  Effective June 19, 1996, the Company acquired substantially all of         
the net assets of Becker CPA for $36,393,000 in cash and recorded     
contingent liabilities related to the acquisition of $350,000.  The   
Company financed 100 % of the acquisition through borrowings under    
an existing revolving loan agreement.                                 

Under purchase accounting, Becker CPA's assets and liabilities are    
required to be adjusted to reflect their fair values.  The amounts    
have been based on computational techniques designed to approximate   
their fair values.  The purchase price has been allocated as          
follows:                                                              

Net assets acquired as reported by Becker CPA     $993,000        

Fair value adjustments:                                           
Intellectual Property                        17,425,000     
Tradenames                                   17,465,000     
Goodwill & Other                                860,000     
                                       -----------
Purchase price                                 $36,743,000        
                                       ===========
Acquisition debt                               $36,393,000        
Contingent liabilities                             350,000        
                                       -----------
Purchase price                                 $36,743,000        
                                       ===========

(b)  The Pro Forma Combined Statement of Income combines results of             
operations as though the acquisition ocurred on July 1, 1995.  In     
combining the entities, the following pro forma adjustments have      
been made:                                                            

Amortization of intangible assets                                 
(Straight line over estimated useful                        
lives of 5 to 25 years)                      $1,455,000     

Interest expense on borrowings to effect                          
acquisition (Using Company's year end                       
effective interest rate of 6.84%)             2,487,000     

Elimination of royalty payment to Becker                          
CPA's principle shareholder                  (3,669,000)    

Income taxes at the Company's effective tax rate:                 
Income tax expense on Becker CPA earnings        203,000      

Tax effects on above adjustments                (112,000)     
                                        ----------
Net adjustment                                  $  364,000        
                                        ==========

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Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf   
by the undersigned thereunto duly authorized.                           

                                  DeVRY INC.
                                 -----------
                                  (Registrant)

Date:  August 29, 1996                       By:  /s/Norman M. Levine   
                                               -------------------
                                            Norman M. Levine
                                              Vice President and
                                                   Chief Operating Officer

Date:  August 29, 1996                       By:  /s/Ronald L. Taylor   
                                               -------------------
                                            Ronald L. Taylor
                                                   Chief Operating Officer

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EXHIBIT INDEX   

                                                      Sequentially
Exhibit #                   Item                         Numbered Page  
---------          --------------------------------     --------------  
23              Consent of Price Waterhouse, LLP,          21     
independent accountants

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K/A’ Filing	Date	First	Last	Other Filings

Filed on / For Period End:	8/30/96
	8/29/96	19
	8/22/96	16		8-K
	7/19/96	5
	7/2/96	1	2
	6/30/96	16	18	10-K
	6/19/96	1	18	8-K
	4/30/96	3	16
	7/1/95	16	18
	4/30/95	3	15
	4/30/94	9
				List all Filings

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Filing Submission 0000730464-96-000010 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Devry Education Group Inc. – ‘8-K/A’ for 8/30/96

As of: Friday, 8/30/96 · For: 8/30/96 · Accession #: 730464-96-10 · File #: 1-13988

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