SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Under Section 14(d)(4)
of the Securities Exchange Act of 1934
DSI REALTY INCOME FUND VI, a California Limited Partnership
DSI REALTY INCOME FUND VII, a California Limited Partnership
DSI REALTY INCOME FUND VIII, a California Limited Partnership
DSI REALTY INCOME FUND IX, a California Limited Partnership
DSI REALTY INCOME FUND XI, a California Limited Partnership
(Name of Subject Company)
DSI REALTY INCOME FUND VI, a California Limited Partnership
DSI REALTY INCOME FUND VII, a California Limited Partnership
DSI REALTY INCOME FUND VIII, a California Limited Partnership
DSI REALTY INCOME FUND IX, a California Limited Partnership
DSI REALTY INCOME FUND XI, a California Limited Partnership
(Name of Persons Filing Statement)
Units of Limited Partnership Interests
(Title of Class of Securities)
n/a
(CUSIP Number of Class of Securities)
Robert J. Conway, President
DSI Properties, Inc.
6700 E. Pacific Coast Highway
Long Beach, CA 90803
(562) 493-3022
(Name, address and telephone
number of person authorized to
receive notices and communications on
behalf of the persons filing statement)
with a copy to:
Gary J. Singer, Esq.
O'Melveny & Myers LLP
610 Newport Center Drive, Suite 1700
Newport Beach, CA 92660
(949) 823-6915
X Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
This Amendment No. 1 amends the Schedule 14D-9 filed by DSI Realty Income
Fund VI, DSI Realty Income Fund VII, DSI Realty Income Fund VIII, DSI Realty
Income Fund IX, and DSI Realty Income Fund XI (collectively the "Limited Part-
nerships," or individually, a "Limited Partnership"), on April 18, 2002 (the
"Original Schedule 14d-9"), relating to the tender offer made by Mackenzie
Patterson, Inc., MP Income Fund 18, LLC, MP Income Fund 17, L.L.C., MP Falcon
Fund, LLC, MP Falcon Growth Fund, L.L.C., MP Falcon Growth Fund 2, L.L.C., Mac-
kenzie Fund V1, L.P., Mackenzie Patterson Special Fund 3, L.P., Accelerated
High Yield Institutional Fund I, Ltd., Accelerated High Yield Institutional
Investors, Ltd., Mackenzie Specified Income Fund, L.P., and MP Dewaay Fund,
L.L.C. (collectively, "MacKenzie"), disclosed in a tender offer statement on
Schedule TO dated April 5, 2002 and filed with the Securities and Exchange
Commission to purchase all of the Units in each of the Limited Partnerships
upon the terms and subject to the conditions set forth in the offer to purchase
(the "Hostile Offer"). All capitalized terms not defined herein shall have the
meaning set forth in the Original Schedule 14d-9.
Item 2. Identity and Background of Filing Person
All information contained in this Statement or incorporated herein by reference
concerning MacKenzie or its affiliates, or actions or events with respect to
any of them, was provided by MacKenzie and we have not independently verified
the accuracy thereof. As a result, the reliability of this information is
limited to the extent such information provided by MacKenzie is accurate and
complete.
Item 3. Past Contacts, Transactions, Negotiations and Agreements
The General Partners are compensated under the Limited Partnership Agreements
that govern the Limited Partnerships as set forth in the Original Schedule
14d-9. The compensation earned by the General Partners may create a conflict
of interest between the General Partners and the limited partners and the
General Partners' recommendation that limited partners not tender their units
to MacKenzie in the Hostile Offer. A potential conflict may exist because the
General Partners have an interest in continuing to earn this compensation, and
their ability to do so could be adversely impacted if MacKenzie is successful
in the Hostile Offer.
Item 4. The Solicitation or Recommendation
Undervaluation of the Units.
The General Partners believe that the Hostile Offer is misleading with respect
to MacKenzie's conclusion of the estimated liquidation values of your Limited
Partnership because the Hostile Offer calculated the estimated liquidation
value of the Partnerships' real property investments using a 13.5% capitali-
zation rate. MacKenzie stated that "[they] believe that the Cap Rate utilized
is within a range of capitalization rates currently employed in the market
place for properties of similar type, age and quality." The industry norm in
the market place for properties of similar type, age and quality is approxi-
mately a 10% capitalization rate. The self storage properties owned by the
Partnerships are mature, well located, well maintained and professionally
managed. The 13.5% capitalization rate is far from the industry norm and is
an inaccurate and misleading capitalization rate for stable self storage
properties of the quality held by the Partnerships. Moreover, the estimated
liquidation value was further reduced by 1.5% to account for estimated closing
costs, which has the effect of further raising the capitalization rate beyond
13.5%.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Statement is true, complete and correct.
DSI REALTY INCOME FUND VI, a California Limited Partnership
By: DSI Properties, Inc., a General Partner
By: /s/ Robert J. Conway
Robert J. Conway, President
By: Diversified Investors Agency, a General Partner
By:_ /s/ Robert J. Conway
Robert J. Conway, Partner
DSI REALTY INCOME FUND VII, a California Limited Partnership
By: DSI Properties, Inc., a General Partner
By: /s/ Robert J. Conway
Robert J. Conway, President
By: Diversified Investors Agency, a General Partner
By: /s/ Robert J. Conway
Robert J. Conway, Partner
DSI REALTY INCOME FUND VIII, a California Limited Partnership
By: DSI Properties, Inc., a General Partner
By: /s/ Robert J. Conway
Robert J. Conway, President
By: Diversified Investors Agency, a General Partner
By:_ /s/ Robert J. Conway
Robert J. Conway, Partner
DSI REALTY INCOME FUND IX, a California Limited Partnership
By: DSI Properties, Inc., a General Partner
By: /s/ Robert J. Conway
Robert J. Conway, President
By: /s/ Robert J. Conway
Robert J. Conway, a General Partner
By:_ /s/ Joseph W. Conway
Joseph W. Conway, a General Partner
DSI REALTY INCOME FUND XI, a California Limited Partnership
By: DSI Properties, Inc., a General Partner
By: /s/ Robert J. Conway
Robert J. Conway, President
By: /s/ Robert J. Conway
Robert J. Conway, a General Partner
By: /s/ Joseph W. Conway
Joseph W. Conway, a General Partner
Dated: May 1, 2002