SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2
To
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 $10,688,850 $ 983.37
DSI REALTY INCOME FUND VII,
a California Limited Partnership $ 9,840,000 $ 905.28
DSI REALTY INCOME FUND VIII,
a California Limited Partnership $10,080,000 $ 927.36
DSI REALTY INCOME FUND IX,
a California Limited Partnership $11,663,340 $1,073.03
DSI REALTY INCOME FUND XI,
a California Limited Partnership $ 8,000,000 $ 736.00
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Total $50,272,190 $4,625.04
* 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 $450 23,753
DSI REALTY INCOME FUND VII,
a California Limited Partnership $410 24,000
DSI REALTY INCOME FUND VIII,
a California Limited Partnership $420 24,000
DSI REALTY INCOME FUND IX,
a California Limited Partnership $380 30,693
DSI REALTY INCOME FUND XI,
a California Limited Partnership $400 20,000
[X] 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: $7,483.24
Form or Registration Number: Schedule TO
Filing Party: Above Bidders
Date Filed: April 4, 2002
[ ] 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
The Tender Offer Statement on Schedule TO filed on April 4, 2002, 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 Units of Limited Partnership
Interest ("Units") of each of the subject companies (collectively the
"Partnerships" and each a "Partnership"), and amended as of April 25, 2002, is
hereby further amended as set forth herein. The Purchasers hereby amend the
Offer Price per Unit to the increased prices set forth in the table below with
respect to the Units of each Partnership. The Purchasers also hereby extend the
Expiration Date to June 30, 2002. Except as amended hereby, all of the terms of
the Offer and all disclosure set forth in the Schedule previously filed remain
unchanged.
New Offer Price Maximum
Subject Company Per Unit Units Sought
- --------------- --------------- ------------
DSI REALTY INCOME FUND VI,
a California Limited Partnership $450 23,753
DSI REALTY INCOME FUND VII,
a California Limited Partnership $410 24,000
DSI REALTY INCOME FUND VIII,
a California Limited Partnership $420 24,000
DSI REALTY INCOME FUND IX,
a California Limited Partnership $380 30,693
DSI REALTY INCOME FUND XI,
a California Limited Partnership $400 20,000
The total purchase consideration if all Units are tendered and accepted
for payment is $50,272,190. To date holders have tendered six Units of DSI
REALTY INCOME FUND VI, a California Limited Partnership. No other Units have
been tendered and not withdrawn.
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)(5) Letter to Unit holders dated May 30, 2002
(a)(6) Press Release
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: May 29, 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)(5) Letter to Unit holders dated May 30, 2002
(a)(6) Press Release