10-K 1 y64162e10vk.txt DVI RECEIVABLES CORP. 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, 2002 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, 2002. Zero. Number of shares of common stock outstanding as of June 30, 2002. 100 shares. 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, 2002, 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, 2001 through June 30, 2002, 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 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 DIRECTORS:

EXECUTIVE OFFICERS:

2 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. Philip C. Jackson joined DVI in June 1999 as Vice President of Banking and Finance. Previously PNC Bank, N.A., employed him for 20 years. He served in many management positions while with PNC, his most recent position being Senior Vice President/Segment Executive of the Financial Institutions Segment. His prior experience includes Treasurer of Diamond Bathurst and seven years with the Bank of America in Los Angeles, California. Mr. Jackson received his Bachelors of Business Administration from the University of Pennsylvania's Wharton School. 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. Matthew Goldenberg is a vice president of the Registrant and of DVI Financial Services, Inc. Matthew is responsible for the company's domestic equipment-backed securitizations. Prior to joining DVI in January 1998, Matthew spent seven years with Corestates Financial Corp in various accounting and finance positions. He received his B.S. degree in Mathematics and his M.S. degree in Finance from Drexel 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 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

(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 (b) Current Reports on Form 8-K Current Reports on Form 8-K were filed on: July 20, 2001 March 20, 2002 August 31, 2001 April 17, 2002 September 18, 2001 May 21, 2002 October 31, 2001 June 18, 2002 November 20, 2001 July 16, 2002 December 19, 2001 August 16, 2002 January 15, 2002 September 13, 2002 February 15, 2002 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/Steven R. Garfinkel ---------------------- Name: Steven R. Garfinkel Title: Executive Vice President Chief Financial Officer Dated: September 26, 2002 5 EXHIBIT INDEX

DVI RECEIVABLES CORP 10-K