Page 1 of 7 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
DVI, INC.
-----------------------------------------------------
(Name of Issuer)
COMMON STOCK
-----------------------------------------------------
(Title of Class of Securities)
233343102
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(CUSIP Number)
Linda S. Martinson, Esq. (212) 583-2000
767 Fifth Avenue, 24th Floor, New York, NY 10153
-----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
-----------------------------------------------------
(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 this statement [ ].
(A fee is not required only if the filing 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.)
*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 of 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).
SEC 1746 (12-91)<PAGE>
<PAGE>
Schedule 13D Amendment No. 3(continued)
CUSIP No. 233343102 Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald Baron
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(C) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 240,050
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,788,500
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 240,050
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,788,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,028,550
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
<PAGE>
Page 3 of 7 Pages
Item 1. Security and Issuer
(a) Name of Issuer:
DVI, Inc.
(b) Address of Issuer's Principal Executive Offices:
500 Hyde Park
Doylestown, PA 18901
(c) Title and Class of Securities:
Common Stock
Item 2. Identity and Background
(a) Name:
Ronald Baron
(b) Business Address:
767 Fifth Avenue
24th Floor
New York, NY 10153
(c) Present Principal Employment:
President: Baron Capital Management, Inc., BAMCO, Inc.,
Baron Capital, Inc.
767 Fifth Avenue
24th Floor
New York, NY 10153
(d) Record of Convictions:
No material change.
(e) Record of Civil Proceedings:
No material change.
(f) Citizenship:
No material change.
Item 3. Source and Amount of Funds or Other Consideration
Reporting Person owns 50 shares of the issuer directly,
purchased for an aggregate price of $296. As General Partner
of Baron Capital Partners, L.P. ("BCP"), an investment partnership,
he directed the purchase of 240,000 shares for the account of BCP for
an aggregate purchase price of $2,628,722. Those shares were paid
for by cash assets in BCP's account and by margin borrowings pursuant
to the standard margin agreement of Spear, Leeds & Kellogg. An
additional 1,465,000 shares were purchased for an aggregate purchase
price of $18,796,522 for the accounts of two investment companies
registered under the Investment Company Act of 1940, Baron Asset Fund
and Baron Growth & Income Fund, (the "Baron Funds"), which are
advised by BAMCO, Inc. ("BAMCO"), a registered investment adviser
which is controlled by Ronald Baron. An additional 323,500 shares
were purchased for an aggregate purchase price of $4,067,791 for
the accounts of investment advisory clients of
<PAGE>
Page 4 of 7 Pages
Baron Capital Management, Inc.("BCM") a registered investment adviser
controlled by Ronald Baron. All of those shares were paid for by cash
the assets in the accounts of the investment companies and advisory
clients.
Item 4. Purpose of Transaction
No material change.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person: (i) 1,788,500 shares in his capacity as a
controlling person of BAMCO and BCM . Reporting Person disclaims
that he is the beneficial owner of these shares. (ii) 240,000
shares in his capacity as General Partner of the Partnerships.
(iii) 50 shares personally.
(b) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
240,050
(ii) shared power to vote or direct the vote:
1,788,500
(iii) sole power to dispose or to direct the disposition:
240,050
(iv) shared power to dispose or direct the disposition:
1,788,500
Reporting Person may be deemed to share power to vote and dispose
of shares referred to herein as a result of his control of the
investment advisers for whose advisory clients he is reporting.
He may be deemed to have sole power to vote and direct the
disposition of the shares referred to above to by reason of being
a general partner of BCP
(c) A schedule of transactions effected in the last sixty days is
attached hereto.
(d) Ownership of More than Five Percent on Behalf of Another Person:
The investment advisory clients have the right to receive the
dividends from, or the proceeds from the sale of the securities
in their respective accounts. To the best of Reporting Person's
knowledge, no person has such interest relating to more than 5%
of the outstanding class of securities, except that Baron Asset
Fund, an investment company registered under the Investment
Company Act of 1940 and an advisory client of BAMCO, owns
1,305,000 (12.6%) of the shares reported herein.
(e) Ownership of Less than Five Percent:
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
No material change.<PAGE>
<PAGE>
Page 5 of 7 Pages
Item 7. Material to be Filed as Exhibits
Exhibit 99 - 60 days of trading.
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.
Date: October 9, 1996
/s/ Ronald Baron
_______________________________________
Ronald Baron
Transaction Schedule
From 07-31-96 to 09-30-96
Exec.
Date Account ID Quantity Price
- ---- ---------- -------- -----
07-31-96 bgi 5,000 13.8250
08-01-96 bgi 5,000 13.8125
08-02-96 bgi 5,000 14.0000
08-05-96 baf 5,000 13.7500
08-06-96 baf 10,000 13.6800
08-07-96 baf 10,000 13.9625
08-08-96 baf 5,000 14.3339
08-08-96 bgi 2,600 14.3339
08-09-96 bgi 2,400 14.5209
08-12-96 baf 5,000 14.8750
08-13-96 baf 5,000 14.2500
08-13-96 baf 5,000 14.2350
08-14-96 baf 5,000 14.3750
08-15-96 baf 5,000 14.5875
08-16-96 baf 5,000 14.7500
08-19-96 baf 5,000 14.3750
08-20-96 baf 3,500 14.6071
08-21-96 baf 3,800 14.6513
08-22-96 baf 5,400 14.5348
09-06-96 baf 2,300 13.8750
09-09-96 baf 1,300 14.3173
09-10-96 baf 6,400 14.2832
09-11-96 baf 7,300 14.3288
09-11-96 bcm4 7,000 14.3750
09-12-96 baf 10,000 14.0833
09-12-96 bgi 5,000 14.0833
09-13-96 bcm4 4,000 13.9792
09-13-96 bcm4 2,000 13.9792
09-16-96 bcm4 11,000 13.9773
09-16-96 bgi 5,000 13.9773
09-17-96 baf 10,000 13.7815
09-17-96 bcm4 10,000 13.7815
09-17-96 bgi 5,000 13.7815
09-18-96 baf 5,000 13.9938
09-18-96 bgi 5,000 13.9938
09-19-96 baf 5,000 13.8438
09-19-96 bcm4 5,000 13.8438
09-20-96 baf 5,000 13.7500
09-20-96 bcm4 5,000 13.7500
09-23-96 baf 4,000 13.6589
09-23-96 bgi 3,000 13.6589
09-24-96 baf 6,000 14.0000
09-24-96 bgi 7,000 14.0000
09-25-96 bcm4 5,000 14.4375
09-26-96 baf 5,000 14.9300
