<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED
JUNE 30, 2000
OR
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the
transition period from __________ to __________
Commission file number 33-74446
DVI RECEIVABLES CORP.
(Exact name of registrant as specified in its charter)
Delaware 33-0608442
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2500 York Road
Jamison, Pennsylvania 18929
(Address of principal executive offices)
Registrant's telephone number, including area code: (215) 488-5000
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Not applicable.
Aggregate market value of voting and non-voting stock held by
non-affiliates of the Registrant as of June 30, 2000. Zero.
Number of shares of common stock outstanding as of June 30, 2000. 100
shares.
<PAGE> 2
PART I
ITEM 1. BUSINESS
This Annual Report on Form 10-K relates to DVI Receivables Corp., a
limited purpose corporation organized under the laws of the State of Delaware on
January 21, 1994 (the "Registrant"), and its wholly owned subsidiary, DVI
Business Trust 1998-2, a business trust organized under the laws of the State of
Delaware on December 1, 1998 (the "Trust" and collectively with the Registrant,
the "Company"). The Company does not intend to engage in any business or
investment activities other than acquiring, owing, leasing, transferring,
receiving or pledging the assets transferred to the Company pursuant to a
Contribution Agreement or Pooling and Trust Agreement. The Registrant's articles
of incorporation limit the Company's business and investment activities to the
above purposes and to any activities necessary, suitable or convenient to
accomplish the foregoing or incidental thereto. Accordingly, there is no
relevant information to report in response to Item 101 of Regulation S-K.
ITEM 2. PROPERTIES
The Company does not have any physical properties.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings involving the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No votes or consents of security holders were solicited during the
preceding fiscal year for any purpose.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is no established public trading market for the common equity
securities of the Registrant.
As of June 30, 2000, there was one registered common equity security
holder of the Registrant.
The Registrant pays no dividends with respect to the common equity
securities.
ITEM 6. SELECTED FINANCIAL DATA
The regular monthly report form, which the Trustee is required to
include with each monthly distribution of Company assets to the security holders
(the "Monthly Reports") sets forth for the prior calendar month, as well as
cumulatively, all of the relevant financial information required by the Trust
Agreement to be reportable to security holders.
The Monthly Reports for the months ending July 31, 1999 through June 30,
2000, filed under Current Reports on Form 8-K, are incorporated herein by
reference.
The foregoing presents all relevant financial information relating to
the Company. Because of the limited business activity of the Company, the
Selected Financial Data specified in Item 301 of Regulation S-K would not
provide meaningful additional information.
1
<PAGE> 3
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Because of the limited business activity of the Company, the
presentation of Management's Discussion and Analysis of Financial Condition and
Results of Operations, as otherwise required by Item 303 of Regulation S-K,
would not be meaningful. All relevant information is contained in the Monthly
Reports (filed under Current Reports on Form 8-K) as described above.
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Because of the limited business activity of the Company, the
presentation of Quantitative Disclosures about Market Risk, as required by Item
305 of Regulation S-K, would not be meaningful. All relevant information is
contained in the Monthly Reports (filed under Current Reports on Form 8-K) as
described above.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
As discussed above, furnishing the traditional financial information
required by Item 8 of Form 10-K would not add relevant information to that
provided by the foregoing statements. Because the securities are essentially
"passthrough" securities, the Company will have "income" only in the limited
sense of collecting payments on the receivables. The only material items of
"expense" for the Company will be the amounts paid as servicing compensation and
potentially certain payments relating to any credit enhancement facility. The
Monthly Reports contained in the Current Reports on Form 8-K provide complete
information on the amounts of the "income" and "expenses" of the Company.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>
DIRECTORS:
----------
NAME AGE POSITION
---- --- --------
<S> <C> <C>
John P. Boyle 50 Director since 1998
Jeffrey M. Medaglio 45 Director since 1999
William A. Norris, III 49 Director since 1999
Lisa J. Cruikshank 41 Director since 1998
Melvin C. Breaux 59 Director since 1998
</TABLE>
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS:
-------------------
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Steven R. Garfinkel 57 Executive Vice President and CFO since 1998
Lisa J. Cruikshank 41 Vice President since 1998
John P. Boyle 50 Vice President since 1998
Melvin C. Breaux 59 Secretary since 1998
</TABLE>
2
<PAGE> 4
John P. Boyle is a director and a vice president of the Registrant. He
is vice president and chief accounting officer of DVI, Inc. His primary
responsibility is managing the accounting, tax and financial reporting
functions. Mr. Boyle is a General Securities Principal and a CPA with twenty
years of experience in the financial services industry. Mr. Boyle spent five
years of his career with Peat Marwick Mitchell & Co. in Philadelphia. Beyond his
accounting background, he has extensive experience in credit and corporate
finance matters. Mr. Boyle received his Bachelor of Arts degree from Temple
University.
Jeffrey M. Medaglio is a director of the Registrant. He currently runs
his own estate and tax planning business. Mr. Medaglio is a CPA and an attorney.
Previously, Mr. Medaglio worked for the accounting firms of Bergey, Yoder,
Sweeney, Witter & Rolan, Kreischer, Miller & Company, Coopers & Lybrand and
Deloitte & Touche with various responsibilities including tax manager. He is a
graduate of Villanova University and Villanova School of Law. In addition, Mr.
Medaglio has a master of laws in taxation.
William H. Norris, III is a director of the Registrant. He is a
chartered financial consultant with Karr Barth Associates, Inc., which provides
insurance, investment and tax planning services to individuals, business owners
and corporations. Previously, he spent 10 years with Meritor Financial Group as
director of corporate budget and assistant vice president of investor relations.
Lisa J. Cruikshank is a director and vice president of the Registrant
and a vice president of DVI Financial Services Inc. Her primary responsibility
is managing the treasury functions of DVI Financial Services including
securitization. Before joining DVI Financial Services, Inc., Ms. Cruikshank was
an assistant vice president in management reporting and planning at CoreStates
Bank, N.A. Previously, she was vice president and assistant controller at
Independence Bancorp. Ms. Cruikshank received her Bachelor of Science degree
from Cedar Crest College and her Master of Business Administration degree from
LaSalle University. She is a certified management accountant and a certified
financial manager.
Melvin C. Breaux is a director and secretary of the Registrant and a
vice president and general counsel for DVI, Inc. Prior to joining DVI, Inc., Mr.
Breaux was a partner in the Philadelphia law firm of Drinker, Biddle & Reath. As
a member of that firm's banking and finance department, he specialized in
secured and unsecured commercial lending transactions, a wide variety of other
financing transactions and the general practice of business law.
Steven R. Garfinkel is executive vice president and chief financial
officer of the Registrant and DVI, Inc. His responsibilities include corporate
finance, loan funding, balance sheet management, treasury, accounting and
financial reporting, internal control, financial and strategic planning, and
human resources. Mr. Garfinkel has extensive experience in developing and
managing corporate finance relationships, money market funding, derivative
hedging, financial planning and management information systems. Prior to joining
DVI, Inc., Mr. Garfinkel spent twenty-nine years with two large bank holding
companies: CoreStates Financial Corp. and First Pennsylvania Corporation. For
twenty years he was either controller or treasurer of those organizations. Mr.
Garfinkel received his Master of Business Administration degree from Drexel
University and his Bachelor of Arts degree from Temple University.
ITEM 11. EXECUTIVE COMPENSATION
Jeffrey M. Medaglio and William A. Norris, III, the independent
directors, are each paid $250 annually.
There is no compensation for executive officers and the remaining
directors.
3
<PAGE> 5
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(1) (2) (3) (4)
Name and address Amount and nature
Title of Class of beneficial owner of beneficial ownership % of class
-------------- ------------------- ----------------------- ----------
Common equity DVI Financial 100 shares 100%
Services, Inc.
2500 York Road
Jamison, PA 18929
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Financial Statements (not applicable)
(a)(2) Financial Statement Schedules (not applicable)
(a)(3) Exhibits
Reference to prior
Regulation S-K filing or Exhibit
Exhibit number attached
Number Document hereto
-------------- ----------------------------- ------------------
3.1 Certificate of Incorporation of Registrant (1)
3.2 Bylaws of Registrant (1)
4.1 Contribution and Servicing Agreement, dated (2)
as of December 1, 1998, between Registrant and
DVI Financial Services, Inc.
4.2 Pooling and Trust Agreement, dated as of (2)
December 1, 1998, between Registrant and
Wilmington Trust Company
4.3 Indenture, dated as of December 1, 1998, (2)
between DVI Business Trust 1998-2 and U.S.
Bank Trust National Association
19.1 Report furnished to security holders (Monthly
Reports - see (b) below)
21.1 Subsidiaries of the Registrant 21.1
99.1 Independent Accountants' Report 99.1
(1) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-3 (File No. 33-74446)
(2) Previously filed as an exhibit to the Registrant's Current Report on
Form 8-K dated December 11, 1998
4
<PAGE> 6
(b) Current Reports on Form 8-K
Current Reports on Form 8-K were filed on June 23, 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
behalf of DVI Receivables Corp. by the undersigned thereunto duly authorized.
DVI Receivables Corp.
By: /s/Lisa J. Cruikshank
---------------------
Name: Lisa J. Cruikshank
Title: Vice President
Dated: September 26, 2000
5
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Document
----------- ----------------------------------
<S> <C>
21.1 Subsidiaries of the Registrant
99.1 Independent Accountants' Report
</TABLE>
6
