Rule 424 (b) (3)
Registration No. 33-84604
PROSPECTUS
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DVI, INC.
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1,450,094 SHARES OF COMMON STOCK
Par Value $.005 per share
This Prospectus relates to 1,450,094 shares
(the "Shares") of Common Stock, $.005 par value per share
(the "Common Stock"), of DVI, Inc., a Delaware corporation
("DVI" or the "Company"), which may be offered from time
to time by the persons named in this Prospectus under "Selling
Stockholders," who will have acquired those shares (i) upon
conversion of the Company's 9-1/8% Convertible Subordinated
Notes Due 2002 (the "Notes") or (ii) upon exercise of certain
warrants (the "Warrants"). The Company will receive no
portion of the proceeds of the sale of the Shares offered
hereby.
It is anticipated that the Selling Stockholders
will offer the Shares for sale at the prices prevailing on the
New York Stock Exchange ("NYSE") (or other principal
market on which the Shares are then traded) on the date of
sale. The Selling Stockholders also may sell the Shares
privately, either directly to the purchaser or through a broker
or brokers. All costs, expenses and fees incurred in connection
with the registration of the Shares are being borne by the
Company, but all selling and other expenses incurred by the
Selling Stockholders will be borne by the Selling Stockholders.
See "Plan of Distribution."
THE COMMON STOCK OFFERED HEREBY INVOLVES
A HIGH DEGREE OF RISK.
The Selling Stockholders, and the brokers
through whom sales of the Shares are made, may be deemed to
be "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933, as amended (the "Securities Act"). In
addition, any profits realized by the Selling Stockholders or
such brokers on the sale of the Shares may be deemed to be
underwriting commissions. The Company has agreed to
indemnify the Selling Stockholders and any brokers through
whom sales of Shares are made against certain liabilities,
including liabilities under the Securities Act.
Shares of the Company's Common Stock are
traded on the NYSE under the symbol DVI. On June 12,
1995, the last sale price per share for the Common Stock, as
reported on the NYSE, was $11.75. Prospective purchasers of
Common Stock are urged to obtain a current price quotation.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy the Shares offered
hereby in any jurisdiction in which such offer or solicitation
may be unlawful. No person has been authorized to give any
information or to make any representations other than those
contained in this Prospectus and, if given or made, such
information or representations must not be relied upon as
having been authorized. Except where otherwise indicated,
neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date hereof or that the information
contained herein is correct as of any time subsequent to its
date.
The date of this Prospectus is June 19, 1995
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TABLE OF CONTENTS
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . 2
THE COMPANY. . . . . . . . . . . . . . . . . . . . . 3
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . 3
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . 3
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . 6
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . 6
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . 6
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549; and at its regional offices at 7 World Trade Center, 13th Floor, New
York, New York 10048 and at 500 West Madison Street, Suite 1400,
Chicago, Illinois, 60661-2511. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Reports, proxy statements and
other information concerning the Company can also be inspected at the office
of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
The Company has filed with the Commission under the Securities Act, a
registration statement on Form S-3 (which is referred to in this
Prospectus, together with all amendments thereto, as the "Registration
Statement") with respect to the securities offered hereby. This Prospectus,
which constitutes part of the Registration Statement, does not contain all of
the information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and
the Common Stock, reference is hereby made to the Registration Statement,
exhibits and schedules.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K/A-1
for its fiscal year ended June 30, 1994 (the "1994 10-K").
(b) The Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 1994, Quarterly Report on Form 10-
Q/A-1 for the fiscal quarter ended December 31, 1994 and Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 1995.
(c) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
1994 10-K.
(d) The description of the Common Stock, $.005 par
value, of the Company contained in the Company's Registration Statement on
Form 8-A filed March 27, 1992, and incorporating by reference the
information contained in the Company's Prospectus dated May 14, 1992,
contained in the Company's Registration Statement on Form S-2 (File No. 33-
46664), together with all reports and other documents filed with the
Commission for the purpose of updating or otherwise amending that
description after the date of this Prospectus.
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All documents filed by the Company after the date of the
Prospectus pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of the filing of such
documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference into this Prospectus will be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained in this Prospectus or any other subsequently filed
document which also is or is deemed to be incorporated by reference into this
Prospectus modifies or supersedes that statement.
The Company will provide, without charge, to each person
to whom this Prospectus is delivered, upon written or oral request of such
person, a copy of any and all documents incorporated by reference into the
Registration Statement other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference into such documents).
Requests for such copies should be directed to: DVI, Inc., 500 Hyde Park,
Doylestown, Pennsylvania 18901 (Telephone: 215-345-6600),
Attention: Legal Department.
Additional updating information with respect to the matters
discussed in this Prospectus may be provided in the future by means of
appendices to this Prospectus or other documents.
THE COMPANY
DVI engages in the business of providing financing for users
of diagnostic imaging, therapeutic and other sophisticated medical equipment.
The Company focuses primarily on financing technologically advanced
medical equipment such as magnetic resonance imaging, computerized
tomography, nuclear medicine and radiation therapy systems for a customer
base that consists principally of outpatient healthcare providers, physicians
and physician groups, medium-sized hospitals and shared service providers. The
Company believes it is one of the leading independent sources of financing of
sophisticated medical equipment for those categories of customers. The
Company's executive offices are located at 500 Hyde Park, Doylestown,
Pennsylvania 18901, and its telephone number is 215-345-6600.
USE OF PROCEEDS
The Company will receive no portion of the proceeds of the
sale of the Shares offered hereby.
SELLING STOCKHOLDERS
The Selling Stockholders are persons who have acquired or
may in the future acquire shares of Common Stock upon the conversion of the
Notes or upon exercise of the Warrants. The table below sets forth, for each
of the Selling Stockholders, (i) the Selling Stockholder's affiliation with
the Company, (ii) the aggregate number of shares of Common Stock owned prior
to the offering made by this Prospectus; (iii) the maximum aggregate number
of shares of Common Stock which may be acquired upon the conversion of
the Notes or upon exercise of the Warrants; (iv) the maximum number of
shares each Selling Stockholder may offer and sell pursuant to this Prospectus
and (v) the number of shares (and percentage of the outstanding shares) of
Common Stock owned after the offering made by this Prospectus. Shares of
Common Stock described under (ii) and (v) above may not be offered or sold
pursuant to this Prospectus.
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<TABLE>
<CAPTION>
SELLING STOCKHOLDERS
Number of Shares
Maximum (and Percentage of
Number of Shares Number of Shares Number of Outstanding Shares) of
of Common Stock of Common Stock Shares that Common Stock
Material Relationship Beneficially Issuable on May Be to be
With Company Owned by Conversion of Offered Beneficially Owned
During Selling Notes or Hereby by by Selling
Previous Stockholders Exercise of Selling Stockholders
Name Three Years Before Offering (1) Warrants (2) Stockholder After Offering(2)(3)
-------------- --------------------- -------------------- ------------------ ------------- --------------------
<S> <C> <C> <C> <C> <C>
Hannah S. and Related to Gerald 91,117(5) 18,867 18,867 72,250(*)(5)
Samuel A. Cohn L. Cohn, a Director
Memorial of the Company (4)
Foundation
Starwood
Group, L.P. None 56,603 56,603 56,603 0
SASCO
Marketing, Inc. None 47,169 47,169 47,169 0
Canadian Imperial (6) 2,200,720 716,981 716,981 1,483,739 (18.5%)
Bank of Commerce
Trust Company,
as Trustee of
Settlement T-1740
Trusts #14, #27,
#28, #29, #30, #31,
#32, #33, #34, #35
and #36
Luckman Family
Ventures None(7) 9,433 9,433 9,433 0
Penn Footwear
Retirement Trust None 14,150 14,150 14,150 0
Delbert Coleman and
Rose Meisel, Jtwros None 94,339 94,339 94,339 0
Edward A. Newman None 53,166 9,433 9,433 43,733(*)(8)
Herbert J. Siegel None 47,169 47,169 47,169 0
Gerald L. Cohn Related to Gerald
Revocable Trust L. Cohn, a Director
of the Company (4) 147,721(5) 75,471 75,471 72,250(*)(5)
Brenda McHugh Wife of John E.
McHugh, a
Director of the
Company (8) 63,317(8) 23,584 23,584 39,733(*)
Sandy Jordan None 18,867 18,867 18,867 0
Richard Weiss Related to Sidney
and Gail Weiss, Luckman, a Director
Jtwros of the Company (9) 9,433 9,433 9,433 0
Robert Luckman Related to Sidney
Luckman, a Director
of the Company(10) 9,433 9,433 9,433 0
S.L.K. Retirement
Trust None 9,433 9,433 9,433 0
Guaranty & Trust Sidney Luckman is
Co. FBO Sidney a Director of
Luckman Individual the Company
Retirement Account 37,735 37,735 37,735 0
William C.
Bartholomay None 9,433 9,433 9,433 0
Granite Capital, L.P. None 608,679 188,679 188,679 420,000 (5.2%)
Yehuda Ben-Arieh
Residuary Trust None 18,867 18,867 18,867 0
Harvey Bibicoff(11) None 35,000 35,000 35,000 0
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(See notes on next page.)
</TABLE>
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* Less than 1%
(1) Includes shares issuable on conversion of Notes or exercise of Warrants.
(2) Based on the initial conversion price of $10.60 per share with respect to
the Notes and on an initial exercise price of $8.50 per share with respect
to the Warrants.
(3) Assuming all shares covered by this Prospectus are sold at the same time.
Computed based on a pro forma number of shares of Common Stock
outstanding (6,577,795) issued and outstanding at September 15, 1994,
plus 1,415,094 shares issuable on conversion of the Notes plus 35,000
shares issuable upon exercise of the Warrants. Because no fractional
shares are issuable on conversion of Notes, the aggregate number of shares
shown on the table as issuable on conversion of the Notes is slightly less
than 1,415,094.
(4) The Hannah S. and Samuel A. Cohn Memorial Foundation (the
"Foundation") is a charitable enterprise of which Gerald L. Cohn is the
President and a board member. Mr. Cohn has no financial interest in the
Foundation, but may be deemed for securities law purposes to be the
beneficial owner of the securities owned by the Foundation by reason of
his positions with the Foundation.
The Gerald L. Cohn Revocable Trust (the "Cohn Trust") is a trust of
which Mr. Cohn is a co-trustee and the sole beneficiary. For securities
law purposes Mr. Cohn is deemed to be the beneficial owner of the
securities owned by the Cohn Trust.
Aside from the holdings of the Cohn Trust and the Foundation, Mr. Cohn
is the beneficial owner of 333,333 shares of Common Stock, not including
the shares described in footnote (5). If Mr. Cohn's holdings are
aggregated with those of the Foundation and the Cohn Trust, he may be
deemed to be beneficial owner of 427,671 shares, representing
approximately 5.4% of the aggregate of (i) the shares of Common Stock
outstanding at September 15, 1994 plus (ii) all the shares of Common
Stock issuable on conversion of the Notes. The amounts shown on the
table as beneficially owned by the Foundation and the Cohn Trust do not
include the 333,333 shares beneficially owned by Mr. Cohn.
(5) Includes (a) 46,500 shares of Common Stock held of record by Cynthia J.
Cohn, as Trustee of the Cynthia J. Cohn Revocable Trust (Ms. Cohn is a
Vice President of the Company and one of Mr. Cohn's daughters), (b)
15,000 shares held of record by a trust established for the benefit of
Shelly Cohn Schmidt, another of Mr. Cohn's daughters, and (c) 10,750 shares
held of record by trusts established for the benefit of Clayton Schmidt and
Blake Schmidt, Mr. Cohn's grandchildren. Mr. Cohn disclaims beneficial
ownership of all the shares described in this footnote.
(6) Canadian Imperial Bank of Commerce Trust Company (Bahamas) Limited
("CIBC"), as trustee of trusts for the benefit of various descendants of
A.N. Pritzker, deceased, is the record holder of 1,483,739 shares of
Common Stock. The amounts shown on the table do not include 56,339
shares of Common Stock owned by Diversified Capital, L.P., a partnership
comprised principally of trusts for the benefit of various members of the
lineal descendants of Nicholas J. Pritzker, deceased. CIBC is not the
trustee of such trusts.
(7) Luckman Family Ventures is a limited partnership in which Robert
Luckman is the general partner and certain of the grandchildren of Sidney
Luckman, a Director of the Company, are limited partners. Robert
Luckman is the son of Sidney Luckman. Sidney Luckman disclaims
beneficial ownership of the securities owned by Luckman Family Ventures.
The amounts shown on the table do not aggregate the securities held by
Luckman Family Ventures with those held by Mr. Luckman or others
related to him.
(8) Includes 43,733 shares of Common Stock, including 13,333 shares issuable
on the exercise of options, beneficially owned by Mr. McHugh.
(9) Mr. and Mrs. Weiss are the son-in-law and daughter, respectively, of Mr.
Luckman. Mr. Luckman disclaims beneficial ownership of the securities
held by Mr. and Mrs. Weiss. The amounts shown on the table do not
aggregate the securities held by Mr. and Mrs. Weiss with those held by
Mr. Luckman or others related to him.
(10)Robert Luckman is the son of Sidney Luckman. Sidney Luckman
disclaims beneficial ownership of the securities held by Robert Luckman.
The amounts shown on the table do not aggregate the securities held by
Robert Luckman with those held by Sidney Luckman or others related to
him.
(11)Harvey Bibicoff purchased the Warrants on November 30, 1990, and has
the right under the Warrants to purchase 35,000 shares of Common Stock
at a price (the "Exercise Price") equal to $8.50 per share. The Warrants
expire on October 16, 1995, and the number of shares of Common Stock
to be received upon the exercise of the Warrants and the Exercise Price are
subject to adjustment in certain events to prevent dilution.
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PLAN OF DISTRIBUTION
It is anticipated that the Selling Stockholders will offer the Shares
for sale at the prices prevailing on the NYSE (or other principal market on
which the Shares are then traded) on the date of sale. The Selling
Stockholders also may sell the Shares privately, either directly to the
purchaser or through a broker or brokers. There are no arrangements or
agreements with any brokers or dealers to act as underwriters of the Common
Stock as of the date hereof. All costs, expenses and fees incurred in
connection with the registration of the Shares, including, but not limited to,
all registration and filing fees, printing expenses and fees (if any) and
disbursements of the Company's counsel and accountants, are being borne by
the Company, but all selling and other expenses incurred by the Selling
Stockholders will be borne by the Selling Stockholders.
The Selling Stockholders, and the brokers through whom the
sales of the Shares are made, may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act. In addition, any profits
realized by the Selling Stockholders or such brokers on the sale of the Shares
may be deemed to be underwriting commissions. The Company has agreed
to indemnify the Selling Stockholders and any brokers through whom sales of
Shares are made against certain liabilities, including liabilities under the
Securities Act.
EXPERTS
The financial statements and the related financial statement
schedules included and incorporated in this Prospectus and elsewhere in the
Registration Statement by reference from the Company's Annual Report on
Form 10-K/A-1 for the year ended June 30, 1994 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which
is included and incorporated herein by reference, and have been so included
and incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will
be passed upon for the Company by Rogers & Wells, 200 Park Avenue, New
York, New York 10166.
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