SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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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
(Names of Subject Companies)
MACKENZIE PATTERSON, INC.; MP INCOME FUND 18, LLC; MP INCOME FUND 17, LLC;
MP FALCON FUND, LLC; MP FALCON GROWTH FUND, LLC; MP FALCON GROWTH FUND 2, LLC;
MACKENZIE FUND VI, 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, LLC
(Bidders)
Units of Limited Partnership Interests
(Title of Class of Securities)
Subject Company CUSIP Number
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
(CUSIP Numbers of Classes of Securities)
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Copy to:
Christine Simpson Paul J. Derenthal, Esq.
MacKenzie Patterson, Inc. Derenthal & Dannhauser
1640 School Street One Post Street, Suite 575
Moraga, California 94556 San Francisco, California 94104
(925) 631-9100 (415) 981-4844
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidders)
Calculation of Filing Fee
Subject Transaction Amount of
Company Valuation* Filing Fee
DSI REALTY INCOME FUND VI,
a California Limited Partnership $8,076,020 $1,615.20
DSI REALTY INCOME FUND VII,
a California Limited Partnership $7,200,000 $1,440.00
DSI REALTY INCOME FUND VIII,
a California Limited Partnership $8,160,000 $1,632.00
DSI REALTY INCOME FUND IX,
a California Limited Partnership $7,980,180 $1,596.04
DSI REALTY INCOME FUND XI,
a California Limited Partnership $6,000,000 $1,200.00
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Total $37,416,200 $7,483.24
* For purposes of calculating the filing fee only. Assumes the purchase
of the numbers of Units at the cash purchase prices set forth below for
each of the subject companies.
Subject Offer Price Maximum Number
Company Per Unit of Units Sought
- ------- ----------- ---------------
DSI REALTY INCOME FUND VI,
a California Limited Partnership $340 23,753
DSI REALTY INCOME FUND VII,
a California Limited Partnership $300 24,000
DSI REALTY INCOME FUND VIII,
a California Limited Partnership $340 24,000
DSI REALTY INCOME FUND IX,
a California Limited Partnership $260 30,693
DSI REALTY INCOME FUND XI,
a California Limited Partnership $300 20,000
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration Number:
Filing Party:
Date Filed:
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer by
MACKENZIE PATTERSON, INC.; MP INCOME FUND 18, LLC; MP INCOME FUND 17, LLC; MP
FALCON FUND, LLC; MP FALCON GROWTH FUND, LLC; MP FALCON GROWTH FUND 2, LLC;
MACKENZIE FUND VI, 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, LLC
(collectively the "Purchasers") to purchase the numbers of Units of Limited
Partnership Interest ("Units") at the cash purchase prices set forth below for
each of the subject companies (collectively the "Partnerships" and each a
"Partnership"), less the amount of any distributions declared or made with
respect to the Units of a Partnership between April 5, 2002 (the "Offer Date")
and May 31, 2002 or such other date to which this Offer may be extended (the
"Expiration Date"), upon the terms and subject to the conditions set forth in
the Offer to Purchase dated April 5, 2002 (the "Offer to Purchase") and the
related Letter of Transmittal, copies of which are attached hereto as Exhibits
(a)(1) and (a)(2), respectively.
Subject Offer Price Maximum Number
Company Per Unit of Units Sought
- ------- ----------- ---------------
DSI REALTY INCOME FUND VI,
a California Limited Partnership $340 23,753
DSI REALTY INCOME FUND VII,
a California Limited Partnership $300 24,000
DSI REALTY INCOME FUND VIII,
a California Limited Partnership $340 24,000
DSI REALTY INCOME FUND IX,
a California Limited Partnership $260 30,693
DSI REALTY INCOME FUND XI,
a California Limited Partnership $300 20,000
As noted above, the Offer price for a Partnership's Units would be
subject to reduction for distributions made or declared by the Partnership prior
to the Expiration Date. Any distributions made or declared after the Expiration
Date, by the terms of the Offer and as set forth in the Letter of Transmittal,
would be assigned by tendering Unit holders to the Purchasers. Tender of Units
will include the tender of any and all securities into which the Units may be
converted or exchanged, and any securities distributed with respect to the
Units, by way of dividend or otherwise, from and after the Offer Date. The
number of Units subject to the Offer may be reduced to the extent that any
Partnership's limited partnership agreement would prohibit the transfer of Units
pursuant to the Offer which, when added to the number of all other Units
transferred within the 12 months preceding the closing of the Offer, would equal
or exceed 50% of the total outstanding Units for that period, and the
Partnership's General Partner elects to enforce such a prohibition.
The Purchasers and their affiliates currently beneficially own no
Units. The total maximum number of Units sought for each Partnership is the
total number of outstanding Units reported by the Partnership as of the date of
its most recently filed annual report on Form 10-K.
Consummation of the Offers, if all Units sought are tendered, would
require payment by the Purchasers of up to $37,416,200 in aggregate purchase
price, which the Purchasers expect to fund out of their current working capital,
existing capital commitments and other existing capital resources.
The address of each Issuer's principal executive offices is 6700 E.
Pacific Coast Hwy., Long Beach, California 9O8O3.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Statement.
Item 12. Exhibits.
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(a)(1) Offer to Purchase dated April 5, 2002
(a)(2) Form of Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated April 5, 2002
(a)(4) Advertisement
(b)-(h) Not applicable.
SIGNATURES
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.
Dated: April 5, 2002
MACKENZIE PATTERSON , INC.
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MP FALCON GROWTH FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MP FALCON GROWTH FUND 2, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MP FALCON FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MP DEWAAY FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MP INCOME FUND 17, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MP INCOME FUND 18, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
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Christine Simpson, Vice President
ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
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Christine Simpson, Vice President
2
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MACKENZIE FUND VI, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MACKENZIE PATTERSON SPECIAL FUND 3, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MACKENZIE SPECIFIED INCOME FUND, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
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Christine Simpson, Vice President
3
EXHIBIT INDEX
Exhibit Description Page
(a)(1) Offer to Purchase dated April 5, 2002
(a)(2) Form of Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated April 5, 2002
(a)(4) Advertisement