SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 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. 2 amends the Schedule 14D-9 Amendment No. 1 filed
by 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 Partnerships," or individually, a "Limited Partnership"), on May
1, 2002 (the "First Amendment") which amends the Schedule 14D-9 filed by the
Limited Partnerships on April 18, 2002 (the "Original Schedule 14d-9"), relat-
ing 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., Mackenzie 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"). The Hostile Offer
was subsequently amended on April 26, 2002 and May 30, 2002 (the "Amended
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
(b) The offer price per Unit has increased in the Amended Offer. The new
offer price per Unit is set forth below:
Target Price per Unit:
DSI Realty Income Fund VI $450
DSI Realty Income Fund VII $410
DSI Realty Income Fund VIII $420
DSI Realty Income Fund IX $380
DSI Realty Income Fund XI $400
Item 4. The Solicitation or Recommendation
Following receipt of the Amended Offer, the General Partners reviewed
and considered the Amended Offer with respect to each Limited Partnership.
The General Partners have determined that for the same reasons set forth in the
Original Schedule 14D-9, the Amended Offer is not in the best interests of the
limited partners of each Limited Partnership, and recommend that the limited
partners reject the Hostile Offer and not tender their Units pursuant thereto.
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: June 14, 2002
EXHIBIT INDEX
Exhibit No. Description
(a)(1) Letter and summary to limited partners dated June 14, 2002
Exhibit (a)(1)
[DSI Properties, Inc. letterhead]
June 14, 2002
Dear Limited Partner,
We have received notice of an amended offer to purchase your limited
partnership interests by MacKenzie Patterson, Inc and its affiliates (the
"Amended Offer"). This hostile offer appears to be part of a trend among in-
vestor groups whose objective is to acquire units in public real estate partner-
ships. By making purchase offers at prices well below the partnerships'
liquidation value these groups seek to acquire units in public real estate
limited partnerships at deep discounts without regard to the best interests of
the limited partners. Given the high rate of income they have sustained, we
believe MacKenzie's offer is significantly below the value of your partnership
interests. Therefore we continue to recommend that you REJECT the Amended Offer
and not tender your units.
Per SEC requirements we have filed an official response to this Amend-
ed Offer, a summary of which can be found on the reverse side of this letter.
Feel free to call your DSI representative or the office of the General Partner
at (800) 732-1733 and ask for Rick.
Sincerely,
Your General Partners
Summary of Amendment No. 2 of 14d-9 Filed with
the Securities and Exchange Commission on June 14, 2002
This Amendment No. 2 amends the Schedule 14D-9 Amendment No. 1 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 Partnerships," or individually, a "Limited Partnership"), on May 1,
2002 (the "First Amendment") which amends the Schedule 14D-9 filed by the Limit-
ed Partnerships 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., Mackenzie Fund V1, L.P., Mackenzie Patterson
Special Fund 3, L.P., Accelerated High Yield Institutional Fund I, Ltd., Accel-
erated 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"). The Hostile Offer was sub-
sequently amended on April 26, 2002 and May 30, 2002 (the "Amended Offer").
The material changes in the Amended Offer consisted of new offer prices of:
$450 per unit for DSI Realty Income Fund VI, $410 per unit for DSI Realty
Income Fund VII, $420 per unit for DSI Realty Income Fund VIII, $380 per unit
for DSI Realty Income Fund IX, and $400 per unit for DSI Realty Income Fund XI.
All capitalized terms not defined herein shall have the meaning set forth in
the Original Schedule 14d-9.
Recommendation of the General Partners
Following receipt of the Amended Offer, the General Partners reviewed and
considered the Amended Offer with respect to each Limited Partnership. The
General Partners have determined that for the same reasons set forth in the
Original Schedule 14D-9, the Amended Offer is not in the best interests of
the limited partners of each Limited Partnership, and recommend that the
limited partners reject the Hostile Offer and not tender their Units pursuant
thereto.