REGISTRATION NO. 33-____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
ON FORM S-3
UNDER
THE SECURITIES ACT OF 1933
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DVI RECEIVABLES CORP.
(Exact name of registrant as specified in governing instruments)
Delaware 9999 33-0608442
(State of Incorporation) (Primary Standard Industrial I.R.S. Employer
Classification Number) Identification Number)
500 Hyde Park
Doylestown, Pennsylvania 18901
(215) 345-6600
(Address and telephone number of Registrant's principal executive offices)
MICHAEL A. O'HANLON
DVI Receivables Corp.
500 Hyde Park
Doylestown, Pennsylvania 18901
(215) 345-6600
(Name, address and telephone number of agent for service)
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Copies to:
Stephen T. Whelan, Esq.
Thacher Proffitt & Wood
Two World Trade Center
New York, New York 10048
Approximate date of commencement of proposed sale to the public: From time
to time on or after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
plans, please check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 33-74446
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [ ] ----------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES BEING AMOUNT PRICE OFFERING REGISTRATION
REGISTERED TO BE REGISTERED PER UNIT (1) PRICE (1) FEE
<S> <C> <C> <C> <C>
Asset-Backed Notes $36,000,000 100% $36,000,000 $10,008 (2)
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) $184,350,000 aggregate principal amount of securities registered by the
Registrant under Registration Statement No. 33-74446 referred to below and not
previously sold are proposed to be consolidated in this Registration Statement
concurrently with the effectiveness hereof pursuant to Rule 462(b). All
registration fees in connection with such unsold amount of securities have been
previously paid by the
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Registrant under the foregoing Registration Statement. Accordingly, the total
amount proposed to be registered under the Registration Statement as so
consolidated as of the date of this filing is $220,350,000.
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INCORPORATION BY REFERENCE
The Prospectus and Form of Prospectus Supplement and all other contents of the
earlier Registration Statement 33-74446 are hereby incorporated by reference
except for the exhibits listed below which are not
indicated as previously filed:
3.1 --Certificate of Incorporation of the Company*
3.2 --Bylaws of the Company*
4.1 --Form of Indenture between the Company and the Trustee, including form of
Note*
5.1 --Opinion of Thacher Proffitt & Wood
8.1 --Tax Opinion of Thacher Proffitt & Wood (included in Exhibit 5.1)
10.1 --Form of Contribution and Servicing Agreement between DVI and the Company*
23.1 --Consent of Thacher Proffitt & Wood (included in Exhibit 5.1)
25 --Statement of Eligibility under the Trust Indenture Act of 1939 of the
Indenture Trustee (Form T-1)*
99.1 --Form of Prospectus Supplement*
* Previously filed
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, reasonably believes that the security
rating requirement contained in Transaction Requirement B.5 of Form S-3 will be
met by the time of the sale of the securities registered hereunder, and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Doylestown, Commonwealth of
Pennsylvania, on November 24, 1998.
DVI RECEIVABLES CORP.
(Registrant)
By: /s/ Michael A. O'Hanlon
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MICHAEL A. O'HANLON
President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Michael A. O'Hanlon, Steven R. Garfinkel and each of them, his true and lawful
attorney-in-fact and agent, with full powers of substitution, for him and in his
name, place and stead, in any and all capacities, to sign and to file any and
all amendments, including post-effective amendments, to this Registration
Statement with the Securities and Exchange Commission, granting to said
attorney-in-fact full power and authority to perform any other act on behalf of
the undersigned required to be done in connection therewith.
Pursuant to the requirements of the Securities Act of 1933, this amendment to
the registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ Michael A. O'Hanlon President, Principal Executive November 24, 1998
- --------------------------------------- Officer and Director
MICHAEL A. O'HANLON
/s/ Steven R. Garfinkel Vice President, Principal November 24, 1998
- --------------------------------------- Financial and Accounting
STEVEN R. GARFINKEL Officer
/s/ John P. Boyle Director November 24, 1998
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JOHN P. BOYLE
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HOWARD BORZELL Director November __, 1998
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[LETTERHEAD OF THACHER PROFFITT & WOOD]
Exhibit 5.1
November 24, 1998
DVI Receivables Corp.
500 Hyde Park
Doylestown, PA 18901
Re: DVI Receivables Corp.
Asset-Backed Notes
Registration Statement on Form S-3
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Ladies and Gentlemen:
We are counsel to DVI Receivables Corp., a Delaware
corporation (the "Registrant") in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of Asset-Backed Notes and the
related preparation and filing of a Registration Statement on Form S-3 (the
"Registration Statement"). The Notes are issuable in series under indentures
(each such agreement, an "Indenture") between an issuer and an indenture
trustee, to be identified in the prospectus supplement for such series of Notes.
Each Indenture will be substantially in the form filed as an Exhibit to the
Registration Statement.
In connection with rendering this opinion letter, we have
examined the forms of the Agreements incorporated by reference in the
Registration Statement, the Registration Statement and such records and other
documents as we have deemed necessary. As to matters of fact, we have examined
and relied upon representations or certifications of officers of the Registrant
or public officials. We have assumed the authenticity of all documents submitted
to us as originals, the genuineness of all signatures, the legal capacity of
natural persons and the conformity to the originals of all documents. We have
assumed that all parties, other than the Registrant, had the
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DVI Receivables Corp.
November 24, 1998 Page 2.
corporate power and authority to enter into and perform all obligations
thereunder and, as to such parties, we also have assumed the enforceability of
such documents.
In rendering this opinion letter, we express no opinion as to
the laws of any jurisdiction other than the laws of the State of New York and
the corporate laws of the State of Delaware, nor do we express any opinion,
either implicitly or otherwise, on any issue not expressly addressed below. In
rendering this opinion letter, we have not passed upon and do not pass upon the
application of "doing business" or the securities laws of any jurisdiction. This
opinion letter is further subject to the qualification that enforceability may
be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium,
reorganization or other laws affecting the enforcement of the rights of
creditors generally and (ii) general principles of equity, whether enforcement
is sought in a proceeding in equity or at law.
We note the actual form of the disclosure under the heading
"Material Federal Income Tax Consequences" in any prospectus and prospectus
supplement used after the date of this letter will be revised from the version
appearing in the forms of prospectus and prospectus supplements included or
incorporated by reference in the Registration Statement to reflect changes in
applicable law since the date that those documents were filed. Our opinion
expressed below is subject to the assumption that the above-mentioned revisions
will have been made.
Based on the foregoing, we are of the opinion that:
1. When an Indenture for a series of Notes has been duly
authorized by all necessary action and duly executed and delivered by the
parties thereto, such Indenture will be a legal and valid obligation of the
applicable issuer.
2. When an Indenture for a series of Notes has been duly
authorized by all necessary action and duly executed and delivered by the
parties thereto, and when the Notes of such series have been duly executed and
authenticated in accordance with the provisions of that Indenture, and issued
and sold as contemplated in the Registration Statement and the prospectus and
prospectus supplement delivered in connection therewith, such Notes will be
legally and validly issued and outstanding, fully paid and non-assessable, and
the holders of such Notes will be entitled to the benefits of that Indenture.
3. The description of the material federal income tax
consequences appearing under the heading "Material Federal Income Tax
Consequences" in the prospectus contained in the Registration Statement, while
not purporting to discuss all possible federal income tax consequences of an
investment in the Notes, is accurate with respect to those tax consequences that
are discussed.
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DVI Receivables Corp.
November 24, 1998 Page 3.
We hereby consent to the filing of this opinion letter as an
Exhibit to the Registration Statement, and to the use of our name in the
prospectus and prospectus supplements included in the Registration Statement
under the heading "Legal Matters", and in the prospectus included in the
Registration Statement under the heading "Material Federal Income Tax
Consequences", without admitting that we are "experts" within the meaning of the
Act, and the rules and regulations thereunder, with respect to any part of the
Registration Statement, including this Exhibit. It is our position that we are
not experts within the meaning of Section 11 of the Securities Act of 1933, or
persons within the meaning of Section 11(a)(4) thereof, with respect to any
portion of the Registration Statement.
Very truly yours,
/s/ THACHER PROFFITT & WOOD
