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Dsi Realty Income Fund VIII – ‘SC 14D9/A’ on 6/14/02 re: Dsi Realty Income Fund VIII

On:  Friday, 6/14/02, at 7:46pm ET   ·   As of:  6/17/02   ·   Accession #:  318835-2-20   ·   File #:  5-78188

Previous ‘SC 14D9’:  ‘SC 14D9/A’ on 5/1/02   ·   Latest ‘SC 14D9’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/17/02  Dsi Realty Income Fund VIII       SC 14D9/A   6/14/02    1:11K  Dsi Realty Income Fund VIII       Dsi Realty Income Fd VI

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                              5±    23K 
                          Solicitation/Recommendation Statement                  



SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 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. 2 amends the Schedule 14D-9 Amendment No. 1 filed by 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 Partnerships," or individually, a "Limited Partnership"), on May 1, 2002 (the "First Amendment") which amends the Schedule 14D-9 filed by the Limited Partnerships on April 18, 2002 (the "Original Schedule 14d-9"), relat- ing 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., Mackenzie 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"). The Hostile Offer was subsequently amended on April 26, 2002 and May 30, 2002 (the "Amended 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 (b) The offer price per Unit has increased in the Amended Offer. The new offer price per Unit is set forth below: Target Price per Unit: DSI Realty Income Fund VI $450 DSI Realty Income Fund VII $410 DSI Realty Income Fund VIII $420 DSI Realty Income Fund IX $380 DSI Realty Income Fund XI $400 Item 4. The Solicitation or Recommendation Following receipt of the Amended Offer, the General Partners reviewed and considered the Amended Offer with respect to each Limited Partnership. The General Partners have determined that for the same reasons set forth in the Original Schedule 14D-9, the Amended Offer is not in the best interests of the limited partners of each Limited Partnership, and recommend that the limited partners reject the Hostile Offer and not tender their Units pursuant thereto. 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: June 14, 2002 EXHIBIT INDEX Exhibit No. Description (a)(1) Letter and summary to limited partners dated June 14, 2002 Exhibit (a)(1) [DSI Properties, Inc. letterhead] June 14, 2002 Dear Limited Partner, We have received notice of an amended offer to purchase your limited partnership interests by MacKenzie Patterson, Inc and its affiliates (the "Amended Offer"). This hostile offer appears to be part of a trend among in- vestor groups whose objective is to acquire units in public real estate partner- ships. By making purchase offers at prices well below the partnerships' liquidation value these groups seek to acquire units in public real estate limited partnerships at deep discounts without regard to the best interests of the limited partners. Given the high rate of income they have sustained, we believe MacKenzie's offer is significantly below the value of your partnership interests. Therefore we continue to recommend that you REJECT the Amended Offer and not tender your units. Per SEC requirements we have filed an official response to this Amend- ed Offer, a summary of which can be found on the reverse side of this letter. Feel free to call your DSI representative or the office of the General Partner at (800) 732-1733 and ask for Rick. Sincerely, Your General Partners Summary of Amendment No. 2 of 14d-9 Filed with the Securities and Exchange Commission on June 14, 2002 This Amendment No. 2 amends the Schedule 14D-9 Amendment No. 1 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 Partnerships," or individually, a "Limited Partnership"), on May 1, 2002 (the "First Amendment") which amends the Schedule 14D-9 filed by the Limit- ed Partnerships 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., Mackenzie Fund V1, L.P., Mackenzie Patterson Special Fund 3, L.P., Accelerated High Yield Institutional Fund I, Ltd., Accel- erated 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"). The Hostile Offer was sub- sequently amended on April 26, 2002 and May 30, 2002 (the "Amended Offer"). The material changes in the Amended Offer consisted of new offer prices of: $450 per unit for DSI Realty Income Fund VI, $410 per unit for DSI Realty Income Fund VII, $420 per unit for DSI Realty Income Fund VIII, $380 per unit for DSI Realty Income Fund IX, and $400 per unit for DSI Realty Income Fund XI. All capitalized terms not defined herein shall have the meaning set forth in the Original Schedule 14d-9. Recommendation of the General Partners Following receipt of the Amended Offer, the General Partners reviewed and considered the Amended Offer with respect to each Limited Partnership. The General Partners have determined that for the same reasons set forth in the Original Schedule 14D-9, the Amended Offer is not in the best interests of the limited partners of each Limited Partnership, and recommend that the limited partners reject the Hostile Offer and not tender their Units pursuant thereto.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 14D9/A’ Filing    Date    Other Filings
Filed as of:6/17/02
Filed on:6/14/02
5/30/02SC TO-T/A
5/1/02SC 14D9/A
4/26/02SC TO-T/A
4/18/02SC 14D9
4/5/02SC TO-T
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Filing Submission 0000318835-02-000020   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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