SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [ X ]
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[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
DSI REALTY INCOME FUND VII, a California Limited Partnership
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-69I)(3).
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(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
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[ ] Fee paid previously with preliminary materials.
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Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
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DSI Realty Income Fund VII
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 VII, a California limited partnership (the
"Partnership"), hereby solicits from Limited Partners of the Partnership a
written consent ("Consent") approving amendments to the Partnership's
CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP (the "Limited Partnership
Agreement"): 1) amending paragraphs 5 and 17 of the Limited Partnership
Agreement to permit the Limited Partnership to continue through the end of the
term of the Partnership even in the event of a dissolution of one of the General
Partners of the Partnership; and 2) 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 proposals are 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 March 31, 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 May 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 MAY 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 VII
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 VII, a California Limited
Partnership:
This Consent Statement is furnished to the limited partners of DSI REALTY
INCOME FUND VII, 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 April 15, 2003.
In connection with this Consent Statement, limited partners are being asked
to consider and consent to two proposals (the "Proposals") to amend the
Partnership's CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP (the "Limited
Partnership Agreement") to: 1) amend paragraphs 5 and 17 of the Limited
Partnership Agreement to permit the Limited Partnership to continue through
the end of the term of the Partnership even in the event of a dissolution of
one of the General Partners of the Partnership; 2) 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 AMENDMENTS 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 April 15, 2003.
DSI Realty Income Fund VII
A California Limited Partnership
CONSENT
The following proposal is made by, and this consent is solicited by, DSI REALTY
INCOME FUND VII, 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 paragraphs 5 and 17 of the Partnership's CERTIFICATE AND AGREEMENT OF
LIMITED PARTNERSHIP (the "Limited Partnership Agreement") be amended to permit
the Limited Partnership to continue through the end of the term of the
Partnership even in the event of a dissolution of one of the General Partners
of the Partnership.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(b) 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 [ ]
Please sign exactly as your name appears above. 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:
When completed, please DETACH & RETURN this Consent in the enclosed
envelope to:
DSI Properties, Inc., P.O. Box 357, Long Beach, CA 90801
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 VII (the "Partnership"), has two general partners (DSI
Properties, Inc., and Diversified Investors Agency) and limited partners owning
24,000 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 VII (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 August 1,
1983. 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-four thousand (24,000) units of limited partnership interests
aggregating Twelve Million Dollars ($12,000,000). 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 six 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 March 31, 2003 as the
record date for the determination of limited partners entitled to consent to
the Proposals (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 May 15, 2003 as the date on or after which the written consents will
be tabulated.
On the Record Date, the Partnership had outstanding 24,000 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 NO. 1
AMENDMENT TO THE CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP (THE
"LIMITED PARTNERSHIP AGREEMENT") AMENDING PARAGRAPHS 5 AND 17 OF THE LIMITED
PARTNERSHIP AGREEMENT TO PERMIT THE LIMITED PARTNERSHIP TO CONTINUE THROUGH
THE END OF THE TERM OF THE PARTNERSHIP EVEN IN THE EVENT OF A DISSOLUTION OF
ONE OF THE GENERAL PARTNERS OF THE PARTNERSHIP
Introduction
The limited partners are being asked to vote on a proposal to approve
an amendment to paragraphs 5 and 17of the Limited Partnership Agreement to
permit the Limited Partnership to continue through the end of the term of the
Partnership even in the event of a dissolution of one of the General Partners
of the Partnership. At present, the Partnership has two general partners, DSI
Properties, Inc., a California corporation, and Diversified Investors Agency, a
general partnership ("DIA"). The death of a partner in DIA, could, by
operation of law, therefore trigger an unintended and non-orderly dissolution
of the Limited Partnership. The proposed amendment would permit the Limited
Partnership to continue through the end of the term of the Partnership even in
the event of a dissolution of one of the General Partners of the Partnership.
The General Partner believes it is in the best interests of the Partnership
to so permit the Partnership to continue so as to allow an orderly continuation
of the Partnership's business.
Text of Proposal No. 1 Proposed Amendments to the Limited Partnership
Agreement
5. Term of Partnership. The Partnership shall commence on the date of the first
recording of this Certificate and agreement of Limited Partnership, and shall
terminate on the first of the following to occur:
(A) Fifty (50) years from the date hereof;
(B) The date on which the Partnership is dissolved by the parties hereto in
accordance with the terms of this Agreement; or
(C) The date on which the partnership is dissolved by judicial decree.
. . . . . . .
17. Dissolution and Termination,
(A) Except as provided in this Section 17, no Partner shall have
the right to cause dissolution of the Partnership before the expiration of the
term for which it is formed. The Partnership shall be dissolved and terminated
upon the happening of the following events:
(i) The expiration of the term of the Partnership as specified in Section 5
hereof;
(ii) The decision by a vote of a majority in interest of the Limited Partners
to dissolve and terminate the Partnership;
(iii) The death, insanity, adjudication of bankruptcy or insolvency or
dissolution of a General Partner unless within a period or 90 days from the
date of such event, (a) the remaining General Partner, if any, elects to
continue the business of the Partnership or (b) if there is no remaining
General Partner, the Limited Partners, unanimously, elect to continue the
Partnership and a successor General Partner is elected by the Limited
Partners as provided in Section 17(E) hereof;
(iv) The removal of a General Partner, unless (a) there is a remaining General
Partner which elects to continue the business of the partnership or (b) prior
to the effective date of such expulsion a successor General Partner is elected
by the Limited Partners as provided in Section 17(E) hereof which successor
elects to continue the business of the partnership; or
(v) The sale of all of the Partnership property and the conversion into cash
of any proceeds of a sale originally received in a form other than cash.
The Partnership shall not be dissolved or terminated by the admission of any
new Limited Partner or by withdrawal, expulsion, death, insolvency, bankruptcy
or other disability of a Limited Partner.
(B) Upon the winding up and dissolution of the Partnership, the Partnership
shall engage in no further business thereafter other than may be necessary to
wind up its business and distribute its assets. The proceeds from the
liquidation of the Partnership assets shall be divided and distributed in the
following order:
(i) The expenses of liquidation and the debts of the Partnership, other
than any debts owing to the Partners, shall be paid;
(ii) Such debts of the Partnership as are owing to the Partners, including any
loans, shall be paid; and
(iii) The remaining proceeds shall be distributed in accordance with
Section II hereof.
(C) Upon dissolution and termination of the Partnership, the General Partners
will contribute to the Partnership an amount equal to the Lesser of (1) the
deficit balances in their capital accounts or (2) the excess of 1.01% of the
total capital contributions of the Limited Partners over the amount of any
capital previously contributed by the General Partners.
(D) Notwithstanding anything contained in Section 17(A) hereof if upon the
occurrence of any event specified in
Proposal No. 1 Continued on Reverse...
clauses (iii) or (iv) of said Section, there is no remaining General Partner,
a meeting of the Limited Partners shall be held at a place located within a
twenty-five mile radius of the most recent principal place of business of the
Partnership within 45 days after the happening of such event to consider
whether to continue the Partnership on the same terms and conditions as are
contained in this Agreement (except that the General Partner or General
Partners may be different) and to select a General Partner or General Partners
for the Partnership, or whether to wind up the affairs of the Partnership,
liquidate its assets and distribute the proceeds therefrom in accordance with
the terms of this Agreement. The Partnership may be continued by majority
(unanimous if the event is one specified in clause (iii)) vote of the Limited
Partners at such meeting, or by majority (unanimous if the event is one
specified in clause (iii)) written consent of the Limited Partners. If the
Partnership is continued pursuant to the preceding sentence, the Limited
Partners may, by majority (unanimous if the event is one specified in clause
(iii)) vote, select a new General Partner or General Partners for the
Partnership. The new General Partner or General Partners shall execute,
acknowledge and record an amended Certificate of Limited Partnership for the
Partnership. The continuance of the Partnership pursuant to the terms of this
section is conditioned upon: (i) the purchase by the Partnership of the
interest of the terminated General Partner by the Partnership pursuant to the
provisions set forth hereinbelow; (ii) the amendment of the Certificate of
Limited Partnership to reflect the foregoing change and compliance by the
Partnership with the provisions of the California Revised Limited Partnership
Act; and (iii) delivery to the terminated General Partner of an indemnification
agreement by the Partnership, in form and substance reasonably satisfactory
to the terminated General Partner, indemnifying and holding the terminated
General Partner harmless against all future liabilities of the Partnership.
Expenses incurred in the reformation, or attempted reformation, of the
Partnership shall be deemed expenses of the Partnership.
(E)(i) If the Partnership is continued upon the occurrence of any of the events
specified in Section 17(A) hereinabove pursuant to the provisions thereof or,
pursuant to the provisions of Section 17(D) hereinabove, the Partnership shall
be required to purchase such General Partner's interest in the Partnership,
including all incentive and subordinated interests, as set forth in this
Agreement, and pursuant to, and in the manner set forth in this Section 17(E).
(ii) The purchase price for such General Partner's interest in the Partnership
(excluding accrued but unpaid fees or commissions, which fees or commissions
shall be paid not more than 180 days from the date of the terminating event)
shall be the "fair market value" of such interest as of the "Evaluation date"
which shall be the date of the terminating event,
(iii) The "fair market" value of such General Partner's interest shall be the
amount the terminated General Partner would receive upon dissolution and
termination of the Partnership assuming that such dissolution or termination
occurred on the date of the terminating event and the assets of the Partnership
were sold for their then fair market value without any compulsion on the part
of the Partnership to sell such assets. Such value shall be computed by a firm
of certified public accountants and a present valuation of all Partnership
properties determined by an independent real estate appraiser. The Partnership
and such General Partner shall each bear one half of the expense of engaging
an accounting firm and/or appraiser pursuant to the foregoing provisions.
(iv) In the event of a dispute as to the determination of the amount or the
purchase price in accordance with the foregoing, such amount shall be
determined by arbitration under the rules of the American Arbitration
Association at Los Angeles, California. The costs of such arbitration shall be
borne one half by the Partnership and one half by the terminated General
Partner. The agreement of the terminated General Partner and the remaining or
new General Partner or General Partners, as set forth hereinbelow, or the
arbitrator's decision as to the amount of the purchase price shall be
binding upon the terminated General Partner, the remaining or new General
Partner, as set forth hereinbelow, the Partnership and the Limited Partners.
(F) Upon determination of the purchase price of such General Partner's
interest pursuant to the provisions of this Section 17, the terminated
General Partner's interest shall be converted immediately and without any
further action by such General Partner, any other General Partner, the Limited
Partners or the Partnership (other than for any required amendment of this
Agreement and the recording of an amended Certificate of Limited Partnership)
into Units at the conversion rate of one Unit for the then fair market value
of each Unit as valued by the accountants and the appraiser on the basis as
provided in Section 17(E)(ii) above, and thereafter shall be held as a
limited Partner's interest by such terminated General Partner or its
successors, assigns, heirs, legatees or legal representatives.
(G) Notwithstanding the provisions of Section 17(F) hereinabove, the,
Partnership may elect to have the Partnership purchase the terminated General
Partner's interest for cash rather than have such interest converted to a
limited partnership interest as provided in said Section 17(F). The
Partnership shall make such election by giving the terminated General Partner
written notice thereof within thirty days of receipt of the final determination
of the value of his interest as provided for herein. In the event of such
election, the Partnership shall tender payment in full for such interest to the
terminated General Partner within thirty days of such notice; provided,
however, that if, on the date such payment is due, the Partnership's cash
position is such that said payment would result in the Partnership's working
capital reserves not being adequate to meet its reasonably foreseeable
requirements, then in such event, the Partnership shall pay the terminated
General Partner a sum equal to twenty-five percent of the value of his
interest with the balance payable together with interest at the current
prime rate, as it shall be on a daily basis, as established by the Bank of
America, in sixty monthly installments on the thirtieth day following the
aforesaid initial payment which payment shall be due and payable on the same
date as full payment would be due and payable as provided above.
(H) Notwithstanding any other provisions of this Agreement to the contrary, if
a new general partner is elected pursuant to the provisions of this Section 17,
the terminated General Partner will, along with all other Partners have its
interest in the Partnership's profits, losses, and distributions reduced, pro
rata, to provide compensation, or an interest in the Partnership, or both, to
such new general partner pursuant to the requirements of California's Revised
Limited Partnership Act.
THE GENERAL PARTNERS RECOMMEND YOUR WRITTEN CONSENT TO APPROVE THE AMENDMENT
TO THE LIMITED PARTNERSHIP AGREEMENT.
PROPOSAL NO. 2
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
in the General Partners. This process would make clear the procedure to be in
the event of proposed assignments.
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;
(c) [unchanged];
(d) [unchanged];
(e) [unchanged]
. . . . . . .
ADDITIONAL INFORMATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 31, 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 879 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 March 31, 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
VII, 6700 E. Pacific Coast Highway #150, Long Beach, California 90803.
BY ORDER OF THE General Partners
Long Beach, California
April 15, 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.