SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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DSI REALTY INCOME FUND VI, a California Limited Partnership
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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DSI Realty Income Fund VI
A California Limited Partnership
6700 E. Pacific Coast Hwy. #150
Long Beach, CA 90803
NOTICE OF SOLICITATION OF CONSENTS OF LIMITED PARTNERS
DSI REALTY INCOME FUND VI, a California limited partnership (the
"Partnership"), hereby solicits from Limited Partners of the Partnership a
written consent ("Consent") approving an amendment to the Partnership's
CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP (the "Limited Partnership
Agreement"): amending paragraph 19(b) of the Limited
Partnership Agreement to require Limited Partners to offer a right of first
refusal to the General Partners to proposed transfers of Limited Partnership
Units, except for transfers by gift, inheritance, intrafamily transfers, family
dissolutions, transfers to affiliates and transfers from one individual
Retirement Account to another.
The proposal is more fully described in the Consent Statement accompanying
this Notice. The vote will be obtained through the solicitation of written
consents, and no meeting of Limited Partners will be held.
Limited Partners of record at the close of business on April 30, 2003 are
entitled to receive notice of the solicitation and to submit a Consent. Only
Consents received on or before 5:00 p.m. Long Beach, California time on June 15,
2003 will be valid.
YOUR CONSENT IS IMPORTANT, REGARDLESS OF THE NUMBER OF UNITS YOU HOLD. TO
ASSURE THAT YOUR CONSENT WILL BE CONSIDERED, PLEASE COMPLETE, DATE AND SIGN THE
ENCLOSED CONSENT AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE SO THAT IT IS
RECEIVED NO LATER THAN 5:00 PM LONG BEACH, CALIFORNIA TIME ON JUNE 15, 2003.
ANY CONSENT THAT IS SIGNED AND RETURNED BUT IS NOT SPECIFICALLY MARKED "AGAINST"
OR "ABSTAIN" WILL BE DEEMED TO BE A VOTE "FOR" THE PROPOSAL.
Respectfully submitted,
DSI REALTY INCOME FUND VI
By: DSI Properties, Inc.
As General Partner
By: <sig>_______________________
ROBERT J. CONWAY, President
CONSENT OF LIMITED PARTNERS
To the Limited Partners of DSI REALTY INCOME FUND VI, a California Limited
Partnership:
This Consent Statement is furnished to the limited partners of DSI REALTY
INCOME FUND VI, a California Limited Partnership (the "Partnership"), in
connection with the solicitation of written consents with respect to the
matters set forth below. This Consent Statement is first being mailed to
limited partners of the Partnership on or about May 12, 2003.
In connection with this Consent Statement, limited partners are being asked
to consider and consent to a proposal (the "Proposal") to amend the
Partnership's CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP (the "Limited
Partnership Agreement") to: amend paragraph 19(b) of
the Limited Partnership Agreement to require Limited Partners to offer a
right of first refusal to the General Partners to proposed transfers of
Limited Partnership Units, except for transfers by gift, inheritance,
intrafamily transfers, family dissolutions, transfers to affiliates and
transfers from one individual Retirement Account to another.
The principal executive office of the Partnership is 6700 E. Pacific Coast
Highway #150, Long Beach, California 90803. The telephone number of the
principal executive office of the Partnership is (562) 493-3022.
YOUR CONSENT IS IMPORTANT, SINCE APPROVAL OF THE AMENDMENT REQUIRES THE
WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING INTERESTS
HELD BY LIMITED PARTNERS. ACCORDINGLY, YOU ARE URGED TO READ AND TO
CONSIDER CAREFULLY THE INFORMATION CONTAINED IN THIS CONSENT STATEMENT.
The date of this Consent Statement is May 12, 2003.
THE GENRAL PARTNERS RECOMMEND THAT YOU VOTE "FOR" THE FOLLOWING PROPOSAL
AND URGE YOU TO CAL THE HOME OFFICE AT (562) 493-3022 WITH ANY QUESTIONS
YOU MAY HAVE.
DSI Realty Income Fund VI
A California Limited Partnership
CONSENT
The following proposal is made by, and this consent is solicited by, DSI REALTY
INCOME FUND VI, a California limited partnership (the "Partnership") for the
purpose of obtaining the consent of limited partners of record holding a
majority of the limited partnership interests in the Partnership in
accordance with Section 21 of the Partnership's Limited Partnership Agreement.
The undersigned, a limited partner of the Partnership, does hereby vote or
abstain and grant or withhold consent as follows:
(a) That paragraph 19(b) of the Partnership's CERTIFICATE AND AGREEMENT OF
LIMITED PARTNERSHIP (the "Limited Partnership Agreement") be amended to
require Limited Partners to offer a right of first refusal to the General
Partners to proposed transfers of Limited Partnership Units, except for
transfers by gift, inheritance, intrafamily transfers, family dissolutions,
transfers to affiliates and transfers from one individual Retirement Account
to another.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
When completed, please RETURN this Consent in the enclosed
envelope to:
DSI Properties, Inc., P.O. Box 357, Long Beach, CA 90801
Please sign exactly as your name appears on this consent. When signing as
attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name
by president or other authorized officer. If a partnership, please
sign in partnership name by authorized person. If shares are held
jointly, each holder should sign.
Signature:
Additional Signature (if any):
Print Name:
Print Additional Name (if any):
Date of Execution: _______________
RIF A/C #:
Number of Units Owned:
GENERAL INFORMATION
Under California law and paragraph 21 of the Partnership's CERTIFICATE AND
AGREEMENT OF LIMITED PARTNERSHIP (the "Limited Partnership Agreement"), most
provisions of the Limited Partnership Agreement, including those relevant here,
may be amended upon the vote of Limited Partners holding more than 50% of the
then outstanding Limited Partnership interests (cf. California Corporations Code
section 15637(i) and paragraph 21 of the Limited Partnership Agreement). Any
action that may be taken at any annual or special meeting of limited partners
may be taken without a meeting, without prior notice and without a vote, if
consents in writing, setting forth the action so taken, are signed by partners
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all entitled to vote
thereon were present and voted, and those consents are properly delivered to
the partnership. The Limited Partnership Agreement does not limit the right of
limited partners of the Partnership to take action by written consent.
DSI Realty Income Fund VI (the "Partnership"), has two general partners (DSI
Properties, Inc., and Diversified Investors Agency) and limited partners owning
23,753 limited partnership units. The Partnership was formed under the
California Uniform Limited Partnership Act for the primary purpose of acquiring
and operating real estate.
DSI Realty Income Fund VI (the "Partnership") is a publicly-held limited
partnership organized under the California Uniform Limited Partnership Act
pursuant to a Certificate and Agreement of Limited Partnership dated March 27,
1981. Pursuant to applicable law the Partnership subsequently elected to be
governed by the California Revised Limited Partnership Act. The General
Partners are DSI Properties, Inc., a California corporation, Diversified
Investors Agency, a general partnership, whose current partners are Robert J.
Conway and Joseph W. Conway, brothers. The General Partners are affiliates of
Diversified Securities, Inc., a wholly-owned subsidiary of DSI Financial, Inc.
The General Partners provide similar services to other partnerships. Through
its public offering of Limited Partnership Units, the Partnership sold
twenty-three thousand seven hundred fifty-three (23,753) units of limited
partnership interests aggregating Eleven Million Eight Hundred Seventy-Six
Thousand Five Hundred Dollars ($11,876,500). The General Partners have
retained a one percent (l%) interest in all profits, losses and distributions
(subject to certain conditions) without making any capital contribution to the
Partnership. The General Partners are not required to make any capital
contributions to the Partnership in the future. The Partnership is engaged in
the business of investing in and operating mini-storage facilities with the
primary objectives of generating, for its partners, cash flow, capital
appreciation of its properties, and obtaining federal income tax deductions so
that during the early years of operations, all or a portion of such
distributable cash may not represent taxable income to its partners.
Funds obtained by the Partnership during the public offering period of its
units were used to acquire seven mini-storage facilities. The Partnership does
not intend to sell additional limited partnership units. The term of the
Partnership is fifty years but it is anticipated that the Partnership will sell
and/or refinance its properties prior to the termination of the Partnership.
The Partnership is intended to be self-liquidating and it is not intended that
proceeds from the sale or refinancing of its operating properties will be
reinvested. The Partnership has no full time employees but shares one or more
employees with other publicly held limited partnerships sponsored by the
General Partners. The General Partners are vested with authority as to the
general management and supervision of the business and affairs of The
Partnership. Limited Partners have no right to participate in the management
or conduct of such business and affairs. An independent management company
has been retained to provide day-to-day management services with respect to
all of the Partnership's investment properties.
The General Partners have fixed the close of business on April 30, 2003 as the
record date for the determination of limited partners entitled to consent to
the Proposal (the "Record Date"). Accordingly, only limited partners of
record on the books of the Partnership at the close of business on the Record
Date will be entitled to consent to the Proposals. The General Partners have
also fixed June 25, 2003 as the date on or after which the written consents
will be tabulated.
On the Record Date, the Partnership had outstanding 23,753 Partnership Units,
which are the only outstanding voting securities of the Partnership. On all
matters, each Unit is entitled to one vote by written consent.
The cost of soliciting consents will be borne by the Partnership. In
addition to solicitation by mail, partners and employees of the Partnership may
solicit consents by telephone, telegraph or personal contact without additional
compensation.
Consents in the accompanying form that are properly executed and dated, duly
returned and not revoked will be tabulated in accordance with the
instructions on such consents. If a consent is executed but no indication is
made with respect to the matter contained in such consent as to which action is
to be taken, such consent will be deemed to constitute a consent to the
particular matter(s) contained thereon with respect to which no indication is
made. Any consent may be revoked in writing at any time prior to the close of
business on the date that consents signed by a sufficient number of limited
partners to take the action are received by the Partnership. The unrevoked
signed and dated consents of the holders of a majority of the Units outstanding
as of the Record Date are necessary to effect the approval of the Proposals.
PROPOSAL
AMENDMENT TO THE CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP (THE
"LIMITED PARTNERSHIP AGREEMENT") AMENDING PARAGRAPH 19(b) TO REQUIRE LIMITED
PARTNERS TO OFFER A RIGHT OF FIRST REFUSAL TO THE GENERAL PARTNERS TO PROPOSED
TRANSFERS OF LIMITED PARTNERSHIP UNITS, EXCEPT FOR TRANSFERS BY GIFT,
INHERITANCE, INTRAFAMILY TRANSFERS, FAMILY DISSOLUTIONS, TRANSFERS TO
AFFILIATES AND TRANSFERS FROM ONE INDIVIDUAL RETIREMENT ACCOUNT TO ANOTHER.
Introduction
The limited partners are being asked to vote on a proposal to approve an
amendment to paragraph 19(b) of the Limited Partnership Agreement to require
Limited Partners to offer a right of first refusal to the General Partners to
proposed transfers of Limited Partnership Units, except for transfers by gift,
inheritance, intrafamily transfers, family dissolutions, transfers to
affiliates and transfers from one individual Retirement Account to another.
Under current paragraph 19(b)(i), the General Partners, have a right in their
sole and absolute discretion to consent or not to consent to proposed
assignments of Units in the Limited Partnership. The proposed amendment would
require proposed assignments of Units to be subject to a right of first refusal
by the General Partners.
Text of Proposed Amendments to the Limited Partnership Agreement
19. Transfer of Partnership Interests;
(a) [unchanged];
(b) Limited Partners: Any Limited Partner may assign Units, but not
fractional Units, to a person who is lawfully empowered to become and does
become, a substituted Limited Partner in the Partnership in respect of such
assigned interest, subject to the following:
(i) The limited partner must give written notice of the terms of any proposed
assignment via certified or registered mail to the General Partners; said
notice shall state the number of Units proposed to be assigned, the purchase
price and terms of payment for which the limited partner proposes to assign
such Unit(s) and the name and address of the proposed assignee. Within ten
(10) days after receipt of said notice, the General Partners shall have the
right, but not the obligation, to elect to purchase the Units at the price and
terms of payment designated in the notice. If the notice provides for the
payment of non-cash consideration, the General Partners may elect to pay the
consideration in cash equal to the good faith estimate of the present fair
market value of the non-cash consideration offered as determined by the General
Partners. If the General Partners exercise such right within such ten (10) day
period, the General Partners shall give written notice of that fact to the
transferring limited partner. If the General Partners fail to elect to
purchase the Unit(s) proposed to be assigned within the ten (10) day period
described, then the transferring limited partner may assign the Unit(s)
described in the notice not so purchased, to the proposed assignee provided
such assignment is completed within the time and is made on terms no less
favorable to the transferring limited partner than as designated in the notice,
and complies with all securities and tax requirements;
(ii-iiv) [unchanged]
(c) [unchanged];
(d) [unchanged];
(e) [unchanged]
. . . . . . .
ADDITIONAL INFORMATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of April 30, 2003, no person of record owned more than 5% of the limited
partnership units of Registrant, nor was any person known by Registrant to own
of record and beneficially, or beneficially only, more than 5% thereof.
Registrant currently has 808 limited partners of record. There is no intention
to sell additional limited partnership units nor is there a market for these
units. Registrant's Registration Statement on Form S-11, was previously filed
pursuant to the Securities Act of 1933, as amended, and is incorporated herein
by this reference. The only change to the information contained in said
Registration Statement on Form S-11 is the fact that Messrs. Benes and Blakley
have retired and Messrs. Robert J. Conway and Joseph W. Conway equity interest
in DSI Financial, Inc., parent of DSI Properties, Inc., has increased.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT'S GENERAL PARTNER
The General Partners of Registrant are the same as when the Partnership was
formed, i.e., DSI Properties, Inc., a California corporation, and Diversified
Investors Agency. As of April 30, 2003, Messrs. Robert J. Conway and Joseph W.
Conway, each of whom own approximately 48.4% of the issued and outstanding
capital stock of DSI Financial, Inc., a California corporation, together with
Mr. Joseph W. Stok, currently comprise the entire Board of Directors of DSI
Properties, Inc.
Mr. Robert J. Conway is 69 years of age and is a licensed California real
estate broker, and since 1965 has been President and a member of the Board of
Directors of Diversified Securities, Inc., and since 1973 President, Chief
Financial Officer and a member of the Board of Directors of DSI Properties,
Inc. Mr. Conway received a Bachelor of Science Degree from Marquette
University with majors in Corporate Finance and Real Estate.
Mr. Joseph W. Conway is age 73 and has been Executive Vice President,
Treasurer and a member of the Board of Directors of Diversified Securities,
Inc. since 1965 and since 1973 the Vice President, Treasurer and member of
the Board of Directors of DSI Properties, Inc. Mr. Conway received a Bachelor
of Arts Degree from Loras College with a major in Accounting.
Mr. Joseph W. Stok is age 80 and has been a member of the Board of
Directors of DSI Properties, Inc. since 1994, a Vice President of Diversified
Securities, Inc. since 1973, and an Account Executive with Diversified
Securities, Inc. since 1967.
Other Information
The Partnership files annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC").
You may read and copy any reports, statements or other information filed by the
Partnership at the SEC's public reference rooms in Washington, D.C., New York
City and Chicago, Illinois. The Partnership's SEC filings are also available
from commercial document retrieval services or on the SEC's web site at
http://www.sec.gov. In addition, copies of the Partnership's financial
statements filed with the SEC will be mailed to limited partners without
charge upon receipt of written request to Secretary, DSI REALTY INCOME FUND
VI, 6700 E. Pacific Coast Highway #150, Long Beach, California 90803.
BY ORDER OF THE General Partners
Long Beach, California
May 12, 2003
LIMITED PARTNERS ARE URGED TO SPECIFY THEIR CHOICE AND TO DATE, SIGN, AND
RETURN THE ENCLOSED CONSENT IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE IS
HELPFUL AND YOUR COOPERATION IS APPRECIATED.