<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>y53578ae10-k.txt
<DESCRIPTION>DVI RECEIVABLES CORP.
<TEXT>
<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,
         2001

                                       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, 2001. Zero.

         Number of shares of common stock outstanding as of June 30, 2001. 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, 2001, 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, 2000 through June
30, 2001, 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

DIRECTORS:

<TABLE>
<CAPTION>
NAME                                AGE              POSITION
----                                ---              --------
<S>                                 <C>              <C>
John P. Boyle                       51               Director since 1998

Jeffrey M. Medaglio                 46               Director since 1999

William A. Norris, III              50               Director since 1999

Philip C. Jackson                   51               Director since 2001

Melvin C. Breaux                    60               Director since 1998
</TABLE>

EXECUTIVE OFFICERS:

<TABLE>
<CAPTION>
NAME                                AGE              POSITION
----                                ---              --------
<S>                                 <C>              <C>
Steven R. Garfinkel                 58               Executive Vice President and CFO since 1998

Matthew E. Goldenberg               32               Vice President since 2001

John P. Boyle                       51               Vice President and CEO since 1998

Melvin C. Breaux                    60               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.

         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
<PAGE>   5
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

<TABLE>
<CAPTION>
     (1)                           (2)                                  (3)                (4)
                           Name and address                   Amount and nature
Title of Class             of beneficial owner                of beneficial ownership   % of class
--------------             -------------------                -----------------------   ----------
<S>                        <C>                                <C>                       <C>
Common equity              DVI Financial Services Inc.        100 shares                100%
                           2500 York Road
                           Jamison, Pa.  18929
</TABLE>


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


<TABLE>
<CAPTION>
                                                                                 Reference to prior
            Regulation S-K                                                       filing or Exhibit
                Exhibit                                                           number attached
                Number                               Document                          hereto
            --------------          -------------------------------------------  ------------------
<S>                                 <C>                                          <C>
                  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

                 23.1               Consent of Independent Certified Public
                                    Accountants                                         23.1
</TABLE>


(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:


                  August 3, 2000

                  August 25, 2000

                  September 25, 2000

                  October 18, 2000

                  December 1, 2000

                  December 19, 2000

                  February 5, 2001

                  March 2, 2001

                  March 22, 2001

                  May 2, 2001

                  May 18, 2001

                  June 22, 2001

                  July 20, 2001

                  August 31, 2001

                  September 18, 2001


                                   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 28, 2001




                                       5
<PAGE>   7
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit No.                                     Document
-----------                ---------------------------------------------------
<S>                        <C>
   21.1                    Subsidiaries of the Registrant

   23.1                    Consent of Independent Certified Public Accountants
</TABLE>




                                       6

</TEXT>
</DOCUMENT>
