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 NB1:564001.1 NB1:564001.1 2 NB1:564001.1 1