-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A0kZ8PThZFNRmOLKQHDn27SfW9upUF41Ty7NGZMR6DqWKbXBi4j5+XOdChNu5HJ/ z/bmX3F4Pr1t7+vwZYVnTw== 0001169232-05-003315.txt : 20050627 0001169232-05-003315.hdr.sgml : 20050627 20050627114908 ACCESSION NUMBER: 0001169232-05-003315 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20050627 DATE AS OF CHANGE: 20050627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DVI RECEIVABLES CORP VIII DVI RECEIVABLES XIV LLC CENTRAL INDEX KEY: 0001282103 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 233061603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-94523-01 FILM NUMBER: 05916752 BUSINESS ADDRESS: STREET 1: 2500 YORK PARK CITY: JAMISON STATE: PA ZIP: 18929 10-K/A 1 d64382_10ka.txt AMENDMENT TO FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2004 Commission file number 333-94523-01 DVI Receivables XIV, L.L.C. (Exact name of registrant as specified in its charter) Delaware 23-3064603 (State of Organization) (I.R.S. Employer Identification No.) 29 Daley Circle Marlborough, MA 01752 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508) 460-1585 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered None Not Applicable Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark 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 filing 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. |X| Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes |_| No |X| State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not applicable to this Registrant Documents Incorporated By Reference List here under the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424 (b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). Not applicable to this Registrant EXPLANATORY NOTE We are filing this Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended June 30, 2004, which was originally filed on September 28, 2004, to file Exhibit 23.1, the Consent of Independent Registered Public Accounting Firm (the "Accountant's Consent), and Exhibit 99.1, the Annual Independent Accountant's Report (the "Annual Account Report"), pursuant to Section 6.04 of the Contribution and Servicing Agreement. The original filing did not contain such Accountant's Consent or the Annual Accountant's Report. Reference is made to the following: (i) DVI Receivables XIV, L.L.C. Form 10-K for the fiscal year ending June 30, 2004, in which the issuer addressed the petition for reorganization under chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware, located in Wilmington, Delaware, filed by DVI, Inc. ("DVI"), DVI Business Credit Corporation (DVIBC") and DVI Financial Services, Inc., the former servicer of the issuer ("DVIFS" and together with DVI and DVIBC, the "Debtors"), and the effect of the Debtors' bankruptcy filing on the issuer particularly with respect to the issuer's ability to file all reports required by Section 13(a); and (ii) DVI Receivables XIV, L.L.C. Form 8-K, dated February 24, 2004, in which the Settlement Agreement among DVIFS, Lyon Financial Services d/b/a US Bancorp Portfolio Services, U.S. Bank National Association, the Ad Hoc Committee of Securitization Noteholders and other parties to settle outstanding issues and claims, was addressed as it applies to the issuer. 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 its behalf by the undersigned, thereunto duly authorized, on the 24th day of June, 2005. DVI Receivables XIV, L.L.C. By DVI Receivables Corp. VIII, its Managing Member By: /s/ Dennis Buckley ------------------------------- Dennis Buckley Vice President EXHIBIT INDEX EXHIBIT NO. 23. Accountant's Consent. 31. Certification of Officer of DVI Receivables Corp. VIII, Managing Member for DVI Receivables XIV, L.L.C. 99. (A) Annual Independent Accountants' Report pursuant to Section 6.04 of the Contribution and Servicing Agreement (B) Management's Assertion on Compliance with Specified Servicing Standards, Report of Management 3 EX-23 2 d64382_ex23.txt CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23 Consent of Independent Accountants Lyon Financial Services d/b/a U.S. Bancorp Portfolio Services: We hereby consent to the inclusion of and references to our Report of Independent Registered Public Accounting Firm on Management's Compliance with Specified Servicing Standards during the period from February 24, 2004 through and including June 30, 2004 in the annual report on Form 10-K/A of DVI Receivables XIV, L.L.C. for the fiscal year ending June 30, 2004. By: /s/ Ernst & Young, LLP ---------------------- May 10, 2005 Minneapolis, Minnesota EX-31 3 d64382_ex31.txt CERTIFICATION Exhibit No. 31 CERTIFICATIONS I, Dennis Buckley, certify that: 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of DVI Receivables XIV, L.L.C.; 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the distribution and servicing information required to be provided to the trustee by the servicer under the contribution and servicing agreement is included in these reports; 4. Based on my knowledge and the servicer compliance statement included in this report as Exhibit 99(B), the servicer has fulfilled its obligations under the contribution and servicing agreement; and 5. This report on Form 10-K discloses all material instances known to me of noncompliance with the servicing criteria set forth in the contribution and servicing agreement. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Lyon Financial Services, Inc. d/b/a US Bancorp Portfolio Services and Ernst & Young. DVI Receivables XIV, L.L.C. By its Managing Member, Dated: June 24, 2005 DVI Receivables Corp. VIII By: /s/ Dennis Buckley ---------------------------- Dennis Buckley Vice President EX-99.(A) 4 d64382_ex99a.txt REPORT OF INDEPENDENT ACCOUNTING FIRM Exhibit No. 99(A) Report of Independent Registered Public Accounting Firm on Management's Assertion on Compliance With Specified Servicing Standards The Board of Directors and Shareholder U.S. Bancorp Portfolio Services We have examined management's assertion, included in the accompanying report titled Report of Management, that U.S. Bancorp Portfolio Services (the Company) complied with the specified servicing standards identified in Exhibit A (the specified servicing standards) to the Report of Management during the period from February 24, 2004 to June 30, 2004. Management is responsible for the Company's compliance with the specified servicing standards. Our responsibility is to express an opinion on management's assertion regarding the Company's compliance based on our examination. Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the specified servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified servicing standards. In our opinion, management's assertion that the Company complied with the aforementioned specified servicing standards during the period from February 24, 2004 to June 30, 2004, is fairly stated, in all material respects. January 4, 2005 /s/ Ernst & Young LLP Minneapolis, Minnesota --------------------- EX-99.(B) 5 d64382_ex99b.txt MANAGEMENT'S ASSERTION ON COMPLIANCE Exhibit No. 99(B) U.S. Bancorp Portfolio Services 1310 Madrid Street Marshall, MN 56258 800-305-6292 800-305-6362 fax January 4, 2005 Ernst & Young LLP 220 South Sixth Street Suite 1400 Minneapolis, Minnesota 55402 In connection with your attestation engagement relating U.S. Bancorp Portfolio Services' (USBPS) assertion that we have complied, in all material respects, with the specified servicing standards as defined in Exhibit A to our Report of Management, we recognize that obtaining representations from us concerning the information contained in this letter is a significant procedure in enabling you to form an opinion on the assertion referred to above for the period from February 24, 2004 to June 30, 2004. Accordingly, we make the following representations with respect to the assertion referred to above for the period from February 24, 2004 to June 30, 2004, which are true to the best of our knowledge and belief. I acknowledge that, as a member of management of USBPS, I am responsible for the assertions above and for selecting the criteria. I acknowledge that, as a member of management of USBPS, I am responsible for monitoring USBPS compliance with, in all material respects, the specified servicing standards defined in Exhibit A to our Report of Management. I also am responsible for establishing and maintaining effective internal control over compliance with the specified servicing standards defined in Exhibit A to our Report of Management. I have performed an evaluation of the Bank's compliance with the specified servicing standards defined in Exhibit A to our Report of Management, as of June 30, 2004, and for the period from February 24, 2004 to June 30, 2004. Based on this evaluation, USBPS complied with the requirements for the period from February 24, 2004 to June 30, 2004. I have made available to you all documentation relevant to the assertion referenced above. There has been no known material noncompliance with the specified servicing standards for the period from February 24, 2004 through June 30, 2004 and through the date of your attestation examination report. There have been no communications from regulatory agencies or internal auditors materially affecting the assertion referred to above through the date of your attestation examination report. No events or transactions have occurred since June 30, 2004 or are pending that would have a material effect on the assertion referred to above. I understand that your examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, and was, therefore, designed primarily for the purpose of expressing an opinion on whether the assertion referred to above, based on the specified servicing standards defined in Exhibit A to our Report of Management. I further understand that your tests of our records and performance of other procedures were limited to those that you considered necessary for that purpose. Very truly yours, /s/ Joseph Andries ---------------------------------------- Joseph Andries, Senior Vice President Lyon Financial Services, Inc. d/b/a U.S. Bancorp Portfolio Services Management's Assertion on Compliance with Specified Servicing Standards Report of Management I, as a member of management of U.S. Bancorp Portfolio Services (the "Company"), am responsible for identifying and complying with tie specified servicing standards set forth in Exhibit A. I am also responsible for establishing and maintaining effective internal control over compliance with these standards. I have performed an evaluation of the Company's compliance with the specified servicing standards set forth in Exhibit A as of June 30, 2004 and for the period from February 24, 2004 to June 30, 2004. Based on this evaluation, I assert that during the period from February 24, 2004 to June 30, 2004, the Company complied, in all material respects, with the specified servicing standards set forth in Exhibit A. As of June 30, 2004 and for the period then ended, the Company had in effect a fidelity bond in the amount of $125,000,000. January 4, 2005 /s/ Joseph Andries ---------------------------------------- Joseph Andries, Senior Vice President Lyon Financial Services, Inc. d/b/a U.S. Bancorp Portfolio Services Exhibit A Specified Servicing Standards Management of the Company identified the following servicing standards which are, in management's opinion, applicable to servicing leases and consistent with the servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers, (USAP), excluding certain USAP standards primarily related to escrow accounts, tax and insurance payments, and adjustable rate loans I. Collection Bank Accounts 1. Reconciliations shall be prepared on a monthly basis for all collection bank accounts and related bank clearing accounts. These reconciliations shall: (a) be mathematically accurate; (b) be prepared within forty-five (45) calendar days after the cutoff date. The cutoff date is the date as of which a bank account is reconciled every month. It may, or may not, coincide with a prescribed investor reporting date but shall be consistent from period to period; (c) be reviewed and approved by someone other than the person who prepared the reconciliation; and (d) document explanations for reconciling items. These reconciling items shall be resolved within ninety (90) calendar days of their original identification. 2. Funds of the servicing entity shall be advanced in accordance with the applicable servicing agreement. 3. Each collection account shall be maintained at a federally insured depository institution in trust for the applicable investor. II. Contract Payments 1. Contract payments made in accordance with the borrower's lease/loan documents shall be posted to the applicable borrower records within two (2) business days of receipt. 1 Exhibit A Specified Servicing Standards (continued) II. Contract Payments 2. Contract payments shall be allocated to outstanding contract balance, late payment charges or other items in accordance with the borrower's lease/loan documents. 3. Contract payments identified as payoffs shall be allocated in accordance with the borrower's documents. III. Disbursements 1. Amounts remitted to investors per the servicer's investor reports shall agree with cancelled checks, or other form of payment, or Trustee Collection Account bank statements. IV. Investor Accounting and Reporting 1. The servicing entity's investor reports shall be prepared and sent to investors or indenture trustees on a monthly basis and shall indicate the total unpaid principal balance. VI. Delinquencies 1. Records documenting collection efforts shall be maintained during the period a lease/loan is in default and shall be updated at least monthly. Such records shall describe the servicing entity's activities in monitoring delinquent loans including, for example, phone calls, letters and contract payment rescheduling plans in cases where the delinquency is deemed temporary (i.e., illness or unemployment). VII. Insurance Policies 1. A fidelity bond shall be in effect on the servicing entity throughout the reporting period in the amount of coverage represented to investors in management's assertion. 2 Exhibit B Trusts (for informational purposes only) Contracts included in the following trusts were serviced by the Company during the period from February 24, 2004 through June 30, 2004: Sale and Servicing Issuer Agreement Dated Indenture Trustee - ------ --------------- ----------------- Series 2001-1 December 1, 2000 U.S. Bank N.A. 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