SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)of the securities Exchange Act of 1934
(Amendment No. )
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DSI Realty Income Fund VII
(Name of Registrant as Specified in Its Charter)
Millenium Investors 2, LLC
Everest Investors 3, LLC
Everest Investors 12, LLC
KM Investments, LLC
(Name of Person(s) Filing Proxy Statement)
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Everest
155 N. Lake Avenue
Suite 1000
Pasadena, CA 91101
Phone: 626-585-5920
Fax: 626-585-5929
April 23, 2003
TO THE LIMITED PARTNERS OF
DSI REALTY INCOME FUND VII
Re: PROTECT YOUR INVESTMENT AND
VOTE AGAINST THE GENERAL PARTNER'S PROPOSALS
Dear Limited Partner:
We own over $150,000 worth of the limited partnership units in DSI REALTY
INCOME FUND VII (the "Partnership"), and we are professional investors. As one
of the largest unaffiliated investors in the Partnership, we are writing to
recommend strongly that you VOTE AGAINST THE PROPOSALS by the Partnership's
general partner ("general partner"), for the following reasons:
o The general partner's consent solicitation totally fails to explain
the significance of the amendments it is asking you to approve; and
totally fails to disclose its conflicts of interest in making the
proposals.
o If Proposal No. 1 is approved, it is highly likely the Partnership
will continue for many years and substantially put off the day our
investment is cashed out by a sale of the Partnership's properties and
a distribution of the net proceeds to the limited partners.
o If Proposal No.1 is approved, the limited partners (you and us) will
lose significant voting rights and protections regarding whether or
not the Partnership should be dissolved or continued upon the
occurrence of certain dissolution events.
o If Proposal No. 2 is approved, the value of our Partnership units will
decrease because they will become harder, or impossible, to sell to
anyone but the general partner.
o If Proposal No. 2 is approved, we believe you will no longer be able
to sell your Partnership units on secondary market services like the
American Partnership Board. One such service has advised us it will
cease to effect transfers if Proposal No. 2 passes.
o If Proposal No. 2 is approved, you will be giving the general partner
an effective monopoly on buying your units if you try to sell them -
no one is likely to bother making an offer to purchase your units if
the general partner has a right of first refusal.
o The combined effect of the Proposals is to leave you stuck in this
Partnership for a much longer time, while at the same time effectively
removing all ways for you to get out of this investment other than
selling out to the general partner, probably at low prices.
We recommend strongly that you VOTE AGAINST THE PROPOSALS made by the
general partner. We would be pleased to answer any questions you may have about
our recommendation; please call and ask for Stacey McClain or David Lesser, at
(626) 585-5920.
Very truly yours,
MILLENIUM INVESTORS 2, LLC
EVEREST INVESTORS 3, LLC
EVEREST INVESTORS 12, LLC
KM INVESTMENTS, LLC
P.S. Vote against both of theses unfair proposals. You can change your vote
until May 15, 2003. Do not be tricked by the general partner into voting
against your own interests!