Dsi Realty Income Fund VIII – ‘SC 14D9/A’ on 5/1/02 re: Dsi Realty Income Fund VIII

On:  Wednesday, 5/1/02   ·   Accession #:  318835-2-11   ·   File #:  5-78188

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Amendment to Tender-Offer Solicitation/Recommendation Statement   —   Schedule 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9/A   Amendment to Tender-Offer                              4±    18K 
                          Solicitation/Recommendation Statement                  


SECURITIES AND EXCHANGE COMMISSION                                              
Washington, D.C. 20549                                                          

AMENDMENT NO. 1 TO                                                              
SCHEDULE 14D-9                                                                  

Solicitation/Recommendation Statement                                           
Under Section 14(d)(4)                                                          
of the Securities Exchange Act of 1934                                          

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                     
(Name of Subject Company)                                                       

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                     
(Name of Persons Filing Statement)                                              

Units of Limited Partnership Interests                                          
(Title of Class of Securities)                                                  

n/a                                                                             
(CUSIP Number of Class of Securities)                                           

Robert J. Conway, President                                                     
DSI Properties, Inc.                                                            
6700 E. Pacific Coast Highway                                                   
Long Beach, CA 90803                                                            
(562) 493-3022                                                                  

(Name, address and telephone                                                    
number of person authorized to                                                  
receive notices and communications on                                           
behalf of the persons filing statement)                                         

with a copy to:                                                                 

Gary J. Singer, Esq.                                                            
O'Melveny & Myers LLP                                                           
610 Newport Center Drive, Suite 1700                                            
Newport Beach, CA 92660                                                         
(949) 823-6915                                                                  
X     Check the box if the filing relates solely to preliminary communications  
made before the commencement of a tender offer.                                 

   This Amendment No. 1 amends the Schedule 14D-9 filed by DSI Realty Income
Fund VI, DSI Realty Income Fund VII, DSI Realty Income Fund VIII, DSI Realty    
Income Fund IX, and DSI Realty Income Fund XI (collectively the "Limited Part-  
nerships," or individually, a "Limited Partnership"), on April 18, 2002 (the    
"Original Schedule 14d-9"), relating to the tender offer made by Mackenzie      
Patterson, Inc., MP Income Fund 18, LLC, MP Income Fund 17, L.L.C., MP Falcon   
Fund, LLC, MP Falcon Growth Fund, L.L.C., MP Falcon Growth Fund 2, L.L.C., Mac- 
kenzie Fund V1, 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,     
L.L.C. (collectively, "MacKenzie"), disclosed in a tender offer statement on    
Schedule TO dated April 5, 2002 and filed with the Securities and Exchange      
Commission to purchase all of the Units in each of the Limited Partnerships     
upon the terms and subject to the conditions set forth in the offer to purchase 
(the "Hostile Offer").  All capitalized terms not defined herein shall have the 
meaning set forth in the Original Schedule 14d-9.                               

Item 2. Identity and Background of Filing Person                                
All information contained in this Statement or incorporated herein by reference 
concerning MacKenzie or its affiliates, or actions or events with respect to    
any of them, was provided by MacKenzie and we have not independently verified   
the accuracy thereof.  As a result, the reliability of this information is      
limited to the extent such information provided by MacKenzie is accurate and    
complete.                                                                       
Item 3. Past Contacts, Transactions, Negotiations and Agreements                
The General Partners are compensated under the Limited Partnership Agreements   
that govern the Limited Partnerships as set forth in the Original Schedule      
14d-9.  The compensation earned by the General Partners may create a conflict   
of interest between the General Partners and the limited partners and the       
General Partners' recommendation that limited partners not tender their units   
to MacKenzie in the Hostile Offer.  A potential conflict may exist because the  
General Partners have an interest in continuing to earn this compensation, and  
their ability to do so could be adversely impacted if MacKenzie is successful   
in the Hostile Offer.                                                           

Item 4. The Solicitation or Recommendation                                      
Undervaluation of the Units.                                                    
The General Partners believe that the Hostile Offer is misleading with respect  
to MacKenzie's conclusion of the estimated liquidation values of your Limited   
Partnership because the Hostile Offer calculated the estimated liquidation      
value of the Partnerships' real property investments using a 13.5% capitali-    
zation rate.  MacKenzie stated that "[they] believe that the Cap Rate utilized  
is within a range of capitalization rates currently employed in the market      
place for properties of similar type, age and quality."  The industry norm in   
the market place for properties of similar type, age and quality is approxi-    
mately a 10% capitalization rate.  The self storage properties owned by the     
Partnerships are mature, well located, well maintained and professionally       
managed.  The 13.5% capitalization rate is far from the industry norm and is    
an inaccurate and misleading capitalization rate for stable self storage        
properties of the quality held by the Partnerships.  Moreover, the estimated    
liquidation value was further reduced by 1.5% to account for estimated closing  
costs, which has the effect of further raising the capitalization rate beyond   
13.5%.                                                                          

SIGNATURE                                                                       
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.      

DSI REALTY INCOME FUND VI, a California Limited Partnership                     

By: DSI Properties, Inc., a General Partner                                     

By:     /s/ Robert J. Conway                                                    
Robert J. Conway, President                                     

By: Diversified Investors Agency, a General Partner                             

By:_    /s/ Robert J. Conway                                                    
Robert J. Conway, Partner                                       

DSI REALTY INCOME FUND VII, a California Limited Partnership                    

By: DSI Properties, Inc., a General Partner                                     

By:     /s/ Robert J. Conway                                                    
Robert J. Conway, President                                     

By: Diversified Investors Agency, a General Partner                             

By:     /s/ Robert J. Conway                                                    
Robert J. Conway, Partner                                       

DSI REALTY INCOME FUND VIII, a California Limited Partnership                   

By: DSI Properties, Inc., a General Partner                                     

By:     /s/ Robert J. Conway                                                    
Robert J. Conway, President                                     

By: Diversified Investors Agency, a General Partner                             

By:_ /s/ Robert J. Conway                                                       
Robert J. Conway, Partner                                       

DSI REALTY INCOME FUND IX, a California Limited Partnership                     

By: DSI Properties, Inc., a General Partner                                     

By:     /s/ Robert J. Conway                                                    
Robert J. Conway, President                                     

By:     /s/ Robert J. Conway                                                    
Robert J. Conway, a General Partner                             

By:_    /s/ Joseph W. Conway                                                    
Joseph W. Conway, a General Partner                             

DSI REALTY INCOME FUND XI, a California Limited Partnership                     

By: DSI Properties, Inc., a General Partner                                     

By:     /s/ Robert J. Conway                                                    
Robert J. Conway, President                                     

By:     /s/ Robert J. Conway                                                    
Robert J. Conway, a General Partner                             

By:     /s/ Joseph W. Conway                                                    
Joseph W. Conway, a General Partner                                             

Dated: May 1, 2002                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 14D9/A’ Filing		Date		Other Filings
Filed on:		5/1/02
		4/18/02		SC 14D9
		4/5/02		SC TO-T
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