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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DVI, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
252462 10 6
(CUSIP Number)
Mindy Crandus Sircus, Esq.
Neal Gerber & Eisenberg
Two North LaSalle Street
Chicago, Illinois 60602
(312) 269-8427
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 31, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder on this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(continued on following pages)
Page 1 of 6 pages
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1. NAME OF REPORTING PERSON
Canadian Imperial Bank of Commerce Trust Company (Bahamas)
Limited, as Trustee of Settlement T-1740 Trusts #14, #27, #28,
#29, #30, #31, #32, #33, #34, #35 and #36
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
NUMBER 7. SOLE VOTING POWER
OF 716,981
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 716,981
WITH
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
716,981
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ X ]
Excludes shares beneficially owned by Canadian Imperial Bank of
Commerce Trust Company (Bahamas) Limited, as Trustee of Settlement
T-551 (Settlement T-551-1 through Settlement T-551-12). See Item
5 below.
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14. TYPE OF REPORTING PERSON
00
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PURSUANT TO RULE 101(a)(2)(ii) OF REGULATION S-T OF THE FEDERAL SECURITIES
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LAWS, THE REPORTING PERSON IS AMENDING AND RESTATING THE INFORMATION IN THE
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SCHEDULES 13D AND 13G PREVIOUSLY FILED THEREBY.
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Item 1. Security and Issuer.
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This statement on Schedule 13D relates to the common stock,
$.005 par value (the "Common Stock"), of DVI, Inc., a Delaware
corporation (the "Company"), the principal executive offices of
which are located at One Park Plaza, Suite 800, Irvine, California
92714.
Item 2. Identify and Background.
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(a) None: Canadian Imperial Bank of Commerce Trust
Company (Bahamas) Limited, as Trustee of
Settlement T-1740 Trusts #14, #27, #28, #29,
#30, #31, #32, #33, #34, #35 and #36 (the
"Reporting Person").
(b) Address: P.O. Box N-3933
Nassau, Bahamas
(c) Present
Position: Not applicable
(d) Criminal
Convictions: None
(e) Judgments
Against: None
(f) Citizenship: Bahamas
The beneficiaries of the trusts identified above are the
grandchildren of A.N. Pritzker, deceased.
Item 3. Source and Amount of Funds or Other Consideration.
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On June 21, 1994, the Reporting Person used trust funds to
acquire $7.6 million principal amount of the $15 million principal
amount of 9 1/8% Convertible Subordinated Notes Due 2002 (the
"Notes") issued by the Company in a private placement pursuant to
a Note Purchase Agreement by and among the Company, the Reporting
Person and certain other unrelated persons (the "Purchase
Agreement").
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Item 4. Purpose of the Transaction.
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The Notes were acquired by the Reporting Person for
investment. Pursuant to the Purchase Agreement, the Reporting
Person may from time to time prior to redemption or maturity
convert the Notes into shares of Common Stock at a conversion
price of $10.60 per share of Common Stock, subject to standard
anti-dilution adjustment. The Reporting Person does not have any
current intention to acquire any additional Notes or shares of
Common Stock, other than those shares of Common Stock which may
be acquired upon conversion of the Notes. However, depending on
market conditions and other relevant factors, including, without
limitation, the business and prospects of the Company, the
Reporting Person may sell any or all of its Notes, hold or sell
any or all of the shares of Common Stock which it may acquire upon
conversion of the Notes or purchase additional shares of Common
Stock on such terms and at such times as it considers desirable.
The Reporting Person currently has no plans or proposals
which relate to or would result in any of the actions listed in
paragraphs (a) through (j) of Item 4 of Schedule 13D. The
Reporting Person has been advised by the Company that because,
among other things, the Notes are convertible into a number of
shares of Common Stock which exceeds 20% of the number of shares
of Common Stock currently outstanding, the applicable regulations
of the New York Stock Exchange (the "NYSE") require that the
issuance of Common Stock by the Company upon the conversion of the
Notes be approved by the Company's stockholders. The Company has
further advised the Reporting Person that while it intends to
submit this matter to its stockholders for approval and expects
to receive the requisite approval therefor, failure to receive
such approval followed by the issuance of Common Stock by the
Company upon conversion of the Notes could result in delisting of
the Company's Common Stock from the NYSE.
The Reporting Person has also been informed by the Company
that as of February 27, 1995, the stockholders of the Company
approved by written consent a proposal to (i) ratify and approve
the issuance and sale by the Company of the Notes and (ii) approve
the issuance by the Company of the shares of Common Stock issuable
upon conversion of the Notes.
Item 5. Interest in Securities of the Issuer.
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(a) The Reporting Person has been advised by the Company that
(i) on July 31, 1995, the Company consummated the public
offering of 2,500,000 shares of Common Stock (exclusive of
the underwriters' over-allotment option), and (ii) the
total number of shares of Common Stock outstanding as of
September 1, 1995 was 9,605,289.
As of September 1, 1995, the Reporting Person may be deemed
to beneficially own the 716,981 shares of Common Stock into
which the Notes it holds may be converted or, to the best
of its knowledge, approximately 7.5% of the issued and
outstanding shares of Common Stock.
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(b) If the Notes are converted into Common Stock, the Reporting
Person will have sole voting and dispositive power with
respect to the shares of Common Stock beneficially owned by
it.
(c) As described above in Item 3, on June 21, 1994, the
Reporting Person used trust funds to acquire $7.6 million
principal amount of the Notes issued by the Company in a
private placement. The Notes are convertible from time to
time prior to redemption or maturity at the option of the
Reporting Person into shares of Common Stock at a price of
$10.60 per share, subject to standard anti-dilution
adjustment.
During the past 60 days, the Reporting Person has not
effected any transactions in the Common Stock.
(d) None.
(e) Inapplicable.
As of September 1, 1995, Canadian Imperial Bank of Commerce
Trust Company (Bahamas) Limited, in its capacity as Trustee
of Settlement T-551 (Settlement T-551-1 through Settlement
T-551-12) beneficially owned 1,483,739 shares of Common
Stock, or 15.4% of the issued and outstanding Common Stock.
The Reporting Person hereby disclaims beneficial ownership
of such shares and further disclaims membership in a
"group" for any purpose, including, without limitation,
Section 13(d) of the Securities Act of 1934, as amended.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of Issuer.
-------------------------------
Pursuant to the Purchase Agreement and a Registration Rights
Agreement of even date therewith which is customary in form and
substance, the Company granted certain demand and piggyback
registration rights with respect to the shares of Common Stock
issuable upon conversion of the Notes.
Pursuant to the Purchase Agreement, upon the occurrence of
certain specified Redemption Events (as defined in the Purchase
Agreement) in which the holders of Common Stock receive non-cash
consideration, the Reporting Person will receive detachable
Warrants ("Warrants") issued by the surviving corporation to
purchase that number of shares of common stock of the surviving
corporation (the "Warrant Shares") as is determined in accordance
with the formula set forth in the Purchase Agreement. The
Purchase Agreement also contemplates that the Reporting Person
will receive registration rights with respect to the Warrant
Shares.
Item 7. Material to be Filed as Exhibits.
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None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 13, 1995.
CANADIAN IMPERIAL BANK OF COMMERCE TRUST
COMPANY (BAHAMAS) LIMITED, AS TRUSTEE OF
SETTLEMENT T-1740 TRUSTS #14, #27, #28, #29,
#30, #31, #32, #33, #34, #35 and #36
By: /s/ Carlis E. Chisolm
_______________________________________
Its: Manager, Trust Department
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