Dsi Realty Income Fund VIII – ‘SC 14D9’ on 4/18/02 re: Dsi Realty Income Fund VIII

On:  Thursday, 4/18/02   ·   Accession #:  743366-2-1   ·   File #:  5-78188

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9     Tender-Offer Solicitation/Recommendation Statement    13±    55K 

Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION                                              
Washington, D.C. 20549                                                          

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                                                                  

Check the box if the filing relates solely to preliminary communications    
made before the commencement of a tender offer.                             

Item 1. Subject Company Information                                             
The names of the subject companies are DSI Realty Income Fund VI, DSI Realty    
Income Fund VII, DSI Realty Income Fund VIII, DSI Realty Income Fund IX, DSI    
Realty Income Fund XI (collectively the "Limited Partnerships," or              
individually, a "Limited Partnership"), and the address of the principal        
executive offices of the Limited Partnerships is 6700 E. Pacific Coast Highway, 
Long Beach, CA 90803.  The telephone number of the principal executive offices  
of the Limited Partnerships is (562) 493-3022.  The title of the class of       
equity securities to which this statement relates are the limited partnership   
units of each of the Limited Partnerships (the "Units").  As of April 17, 2002, 
the number of Units outstanding in each of the Limited Partnerships is as       
follows:                                                                        

DSI Realty Income Fund VI                       23,753                          
DSI Realty Income Fund VII                      24,000                          
DSI Realty Income Fund VIII                     24,000                          
DSI Realty Income Fund IX                       30,693                          
DSI Realty Income Fund XI                       20,000                          

Item 2. Identity and Background of Filing Person                                

(a) The name, address and telephone number of the Limited Partnerships, which   
are the persons filing this Solicitation/Recommendation Statement on Schedule   
14D-9 (the "Statement"), is set forth in Item 1 above.                          

(b) This Statement relates 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 (the "Schedule TO"), dated April 5, 2002 and filed     
with the Securities and Exchange Commission (the "Commission"), to purchase     
up to the following number of Units, representing all of the Units in each of   
the Limited Partnerships, at the following cash purchase price per Unit upon    
the terms and subject to the conditions set forth in the offer to purchase,     
dated April 5, 2002, and in the related letter of transmittal included in the   
Schedule TO (the "Hostile Offer"):                                              

Target:                             Price per Unit:         Maximum # of Units: 

DSI Realty Income Fund VI               $340                    23,753          
DSI Realty Income Fund VII              $300                    24,000          
DSI Realty Income Fund VIII             $340                    24,000          
DSI Realty Income Fund IX               $260                    30,693          
DSI Realty Income Fund XI               $300                    20,000          

According to the Schedule TO, the address of the principal executive offices    
of MacKenzie is 1640 School Street, Moraga, California, 94556.  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 the Limited Partnerships assume no               
responsibility therefor.                                                        

Item 3. Past Contacts, Transactions, Negotiations and Agreements                

DSI Properties, Inc., a California corporation and Diversified Investors Agency,
a general partnership, are the general partners for each of DSI Realty Income   
Fund VI, VII and VIII.  DSI Properties, Inc., Robert J. Conway and Joseph W.    
Conway are the general partners of DSI Realty Income Fund IX and XI.  The       
general partners of all of the Limited Partnerships are referred to herein as   
the "General Partners." The General Partners are affiliates of Diversified      
Securities, Inc., a California corporation and wholly -owned subsidiary of      
DSI Financial, Inc., a California corporation.                                  

The General Partners are compensated under the Limited Partnership Agreements   
that govern the Limited Partnerships as follows:                                

1.  Allocation of Profits and Losses.  The General Partners are allocated one   
percent of the net profits or losses from operations of the Limited             
Partnerships, and the limited partners are allocated the balance of the net     
profits or losses from operations in proportion to their limited partnership    
interests.                                                                      

2.  Incentive Management Fee.  The General Partners are entitled to receive an  
incentive management fee for supervising the operations of the Limited          
Partnerships equal to nine percent (9%) per year of cash available for          
distribution on a cumulative basis, calculated as cash generated from           
operations, less capital expenditures.                                          

3.  Sale or Disposition of Property.  The General Partners are also entitled    
to receive a percentage based on a predetermined formula of any cash            
distribution from the sale or other disposition or refinancing of the           
properties owned by the Limited Partnerships.                                   

Item 4. The Solicitation or Recommendation                                      

(a)     Recommendation                                                          

Following receipt of the Hostile Offer, the General Partners reviewed and       
considered the Hostile Offer with respect to each Limited Partnership.  The     
General Partners have determined that the Hostile Offer is not in the best      
interests of the limited partners of each Limited Partnership, that the tender  
offer price is grossly inadequate given the performance history of your Limited 
Partnership and the inherent value of the Units, and recommend that the limited 
partners reject the Hostile Offer and not tender their Units pursuant thereto.  
If you have already tendered your Units to MacKenzie and have changed your mind 
and wish to withdraw them, you mail the Notice of Withdrawal included in these  
materials to DSI Properties, Inc. in accordance with the instructions set       
forth therein.                                                                  

(b)     Reasons                                                                 

The Hostile Offer appears to be part of a trend among investor groups whose     
objective is to acquire units in public real estate partnerships.  By making    
purchase offers at prices well below the partnerships' liquidation value and    
well below recent trade levels of the units that may have occurred in secondary 
markets, 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.                                                               

In making our recommendation that you not accept the Hostile Offer, we          
considered a number of factors, including the following:                        

(i) Strong Current Performance.  Your Limited Partnership is performing well    
and has a long history of consistent and uninterrupted quarterly cash           
distributions.  If you tender your Units, you will be foregoing all current     
and future quarterly and special cash distributions that have consistently      
been paid by your Limited Partnership since inception, regardless of the state  
of the national economy.                                                        

(ii) Undervaluation of the Units.  The General Partners believe that the Hostile
Offer contains inaccurate and misleading statements about the estimated         
liquidation values of your Limited Partnership.  Moreover, the tender offer     
prices are substantially less than MacKenzie's own estimated liquidation value  
for your Limited Partnership's assets.  By MacKenzie's own admission as stated  
in the Hostile Offer the "purchase prices offered by [MacKenzie] are less than  
[MacKenzie's] estimates of the net liquidation values of [the] Partnership's    
assets and less than the prices reported in connection with limited secondary   
market sales of Units."  The Hostile Offer further states that with respect to  
the fairness of the offer price that, "no representation is made by [MacKenzie] 
or any affiliate of [MacKenzie] as to such fairness."  By their own admission,  
they are unable to state that the Hostile Offer is fair to limited partners.    
The General Partners do not conduct appraisals of the self-storage projects and,
therefore, do not have an estimation of the value for the underlying real estate
assets.  However, given the historical performance of the Limited Partnerships, 
including uninterrupted cash distributions made to limited partners, the prices 
offered in the Hostile Offer are a gross undervaluation of the projects.        

(iii) Offer Price Reduced by April 2002 Distribution.  If you tender your Units,
the tender offer price will be reduced by the amount of the quarterly           
distribution that was already paid to you on April 15, 2002.                    

(iv) Loss of Capital Appreciation.  If you tender your Units, you will be       
precluded from realizing any long-term capital appreciation of the self storage 
projects held by your Limited Partnership.                                      

(v) Loss of Potential Future Profits.  If you tender your Units, you will be    
giving up potential profits from the future sale of the self storage projects   
when they are ultimately sold by the Limited Partnership.                       

(vi) Tax Liability.  If you tender your Units, you may create a significant and 
substantial tax liability for yourself.  Your proceeds from the tender offer    
will be fully taxable on your 2002 income tax return and may create an          
unanticipated tax burden.                                                       

(vii) Omissions from the Offering Materials Associated with the Hostile Offer.  
The General Partners believe that the offering materials pursuant to which      
MacKenzie has made the Hostile Offer contain numerous misleading statements or  
omissions that the General Partners believe are material to a decision on the   
part of a limited partner deciding whether to tender Units to MacKenzie.  These 
include the following:                                                          

a) Failure to Disclose Financial Condition- MacKenzie failed to provide in the  
Hostile Offer sufficient financial information.  A bidder is required to        
disclose its financial statements when it is material to a limited partner's    
decision whether to sell, tender or hold units being sought in the offer.  The  
financial condition of MacKenzie is material to limited partners in the Hostile 
Offer because it is not at all clear from MacKenzie's Hostile Offer that it has 
the financial ability to pay for your Units.                                    

The aggregate value of the offer for all of the Units is $37.4 million.         
However, according to the Hostile Offer, MacKenzie has current assets of only   
$2,246,000, and we do not know how much of this amount represents cash readily  
available to use to purchase Units.  MacKenzie states that it has "aggregate    
assets in excess of $28 million and believe they have the capital, as well as   
access to other capital and credit sources, sufficient to fund the entire       
amount."  However, MacKenzie does not provide any information regarding these   
sources of capital or loan commitments that would give comfort that it could    
actually secure funds to pay for all of the Units.                              

b) Restrictions on Transfer of Units.  MacKenzie failed to disclose in the      
Hostile Offer that your Partnership Agreement provides that Units may not be    
transferred without the General Partners' consent to the transfer, and such     
consent can be withheld in the General Partners' sole and absolute discretion.  
In addition, MacKenzie failed to disclose that your Partnership Agreement       
prohibits the transfer of fewer than ten Units.  Moreover, the Units are subject
to transfer restrictions pursuant to California state securities laws.  It is   
unlawful to sell the Units without the prior written consent of the California  
Commissioner of Corporations.  To the General Partners' knowledge, MacKenzie    
has not obtained a permit that would allow you to transfer your Units to        
MacKenzie without violating California state securities laws.                   

c) Restrictions under California Law.  MacKenzie failed to disclose in the      
Hostile Offer that under applicable California partnership law, if MacKenzie    
owns more than 50% but less than 90% of the Units of the Limited Partnership    
upon completion of the Hostile Offer, there will be restrictions on its ability 
to merge with the Limited Partnership.  Specifically, in order to merge with    
the Limited Partnership under those circumstances after completion of the       
Hostile Offer, non-tendering limited partners must be given nonredeemable       
interests or securities in the MacKenzie entities in exchange for Units.        

For all of the reasons stated above, we recommend that you NOT tender your      
Units in the Hostile Offer.                                                     

(c)     Intent to Tender                                                        

After reasonable inquiry, to the best of the General Partners' knowledge,       
neither the General Partners nor any officer or affiliate of the Limited        
Partnerships intends to tender any Units in the Hostile Offer.                  

Item 5. Persons/Assets Retained, Employed, Compensated or Used                  

Neither the Limited Partnerships nor any person acting on their behalf has      
employed or retained or will compensate any other person to make solicitations  
or recommendations to limited partners on behalf of the Limited Partnerships    
with respect to the Hostile Offer.                                              

Item 6. Interest in Securities of the Subject Company                           
Neither our General Partners nor, to the best knowledge of our General          
Partners, any of its executive officers, directors, affiliates or subsidiaries  
has effected any transactions in the Units during the past sixty (60) days.     

Item 7. Purposes of the Transaction and Plans or Proposals                      

The Limited Partnerships are not currently undertaking or engaged in any        
negotiations in response to the Hostile Offer that relate to: (1) a tender      
offer for or other acquisition of the Limited Partnerships' Units by the Limited
Partnerships, any subsidiary of the Limited Partnerships, or any other person,  
(2) an extraordinary transaction, such as a merger, reorganization, or          
liquidation, involving the Limited Partnerships or any of their subsidiaries,   
(3) a purchase, sale, or transfer of a material amount of assets of the Limited 
Partnerships or any of their subsidiaries, or (4) any material change in the    
present dividend rate or policy, or indebtedness or capitalization of the       
Limited Partnerships.                                                           

There are no transactions, board resolutions, agreements in principle, or signed
contracts in response to the Hostile Offer that would relate to one or more     
of the matters referred to in this Item 7.                                      

Item 8. Additional Information                                                  

Attached hereto as Exhibit (a)(1) is a Notice of Withdrawal which limited       
partners may use to withdraw their tender of Units to MacKenzie.  The           
instructions for withdrawal are set forth in the Notice.                        

Item 9. Exhibits                                                                

The following exhibits are filed herewith:                                      

Exhibit No.     Description                                                     

(a)(1)          Notice of Withdrawal                                            
(a)(5)(A)       Stop, look and listen letter dated April 15, 2002               
(a)(5)(B)       Letter and summary to limited partners dated April 18, 2002     

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:____________________________                                                 
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: April 18, 2002                                                           

EXHIBIT INDEX                                                                   

Exhibit No.     Description                                                     

(a)(1)          Notice of Withdrawal                                            
(a)(5)(A)       Stop, look and listen letter dated April 15, 2002               
(a)(5)(B)       Letter and summary to limited partners dated April 18, 2002     

Exhibit (a)(1)                                                                  

NOTICE OF WITHDRAWAL                                                            
OF                                                                              
PREVIOUSLY TENDERED                                                             
UNITS OF LIMITED PARTNERSHIP INTERESTS                                          

TO:     MacKenzie Patterson, Inc.                                               
1640 School Street                                              
Moraga, California  94556                                       

Ladies and Gentlemen:                                                           

The following units of limited partnership interests (the "Units") of           
DSI Realty Income Fund VI, DSI Realty Income Fund VII, DSI Realty Income        
Fund VIII, DSI Realty Income Fund IX, and/or DSI Realty Income Fund XI          
(the "Limited Partnerships") previously tendered to 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.         
("MacKenzie"), are hereby withdrawn. Unless otherwise indicated under the       
Section "Number of Units Withdrawn," all Units tendered to MacKenzie for any    
and all Limited Partnerships are hereby withdrawn. Failure to complete such     
Section shall be deemed to indicate the intent of the undersigned that all      
Units tendered to MacKenzie for any and all Limited Partnerships be withdrawn.  

DESCRIPTION OF UNIT(S) WITHDRAWN                                                
AND                                                                             
SIGNATURE OF LIMITED PARTNER(S)                                                 

     All registered holders of limited partnership units must sign exactly
   as name(s) appear(s) on the Partnership records. See Instruction 3.

NAME OF LIMITED PARTNERSHIP(S):_______________________________________________  
______________________________________________________________________________  

NUMBER OF UNITS WITHDRAWN: __________ (If all Units, leave blank)               

_________________________________           ____________________________________
      (Signature of Owner)                        (Signature of Joint Owner)

Name and Capacity (if other than individuals): _________________________________

Title: _________________________________________________________________________

Address:________________________________________________________________________

________________________________________________________________________________
(City)                                (State)                           (Zip)   

Area Code and Telephone No.     (Day):  (    )_____________                     
               (Evening):  (    )_____________

SIGNATURE GUARANTEE (IF REQUIRED)                                               
(SEE INSTRUCTION 4)                                                             

Name and Address of Eligible Institution:                                       
________________________________________________________                        

________________________________________________________                        

________________________________________________________                        

Authorized Signature: ________________________________________________________  

Name:  ________________________________________________________                 

Title:  ________________________________________________________                

Date: ________________________________________________________                  

INSTRUCTIONS FOR WITHDRAWAL                                                     
OF                                                                              
PREVIOUSLY TENDERED UNITS OF LIMITED PARTNERSHIP INTERESTS                      

       PLEASE NOTE THAT YOU MAY ONLY WITHDRAW UNITS TENDERED IN AN OUTSTANDING
 OFFER. ANY UNITS TENDERED IN PRIOR OFFERS AND PAID FOR MAY NOT BE
WITHDRAWN.                                                      

  1. DELIVERY OF NOTICE OF WITHDRAWAL.  If you are withdrawing Units
previously tendered pursuant to the offer to purchase, dated    
     April 5, 2002 (the "Offer to Purchase") 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. ("MacKenzie"), please complete,
      execute, detach and send in the enclosed envelope the attached "Notice
     of Withdrawal of Previously Tendered Units" ("Notice of Withdrawal"),
to:                                                             

DSI Properties, Inc.                            
6700 E. Pacific Coast Highway                   
Long Beach, CA 90803                            

      UPON RECEIPT DSI PROPERTIES, INC WILL FAX YOUR NOTICE OF WITHDRAWAL TO
    MACKENZIE.  MACKENZIE MUST RECEIVE THE NOTICE OF WITHDRAWAL PRIOR TO
      MAY 31, 2002, THE WITHDRAWAL EXPIRATION DATE SET FORTH IN THE OFFER TO
PURCHASE.                                                       

        2.  INADEQUATE SPACE.  If any space provided in the Notice of Withdrawal
    is inadequate, please list such additional information on a separate
      schedule and attach the separate schedule to the Notice of Withdrawal.

        3.  SIGNATURE ON NOTICE OF WITHDRAWAL.  The Notice of Withdrawal must be
    signed, as applicable, by the person(s) who signed the Offer to Sell
    Letter relating to the Offer to Purchase, in the same manner as such
       Offer to Sell Letter was signed. The signatures must correspond exactly
        with the name(s) as they appear on the Partnership records. If any Units
      tendered pursuant to the Offer to Purchase are registered in the names
        of two or more joint holders, all such holders must sign, as applicable,
      the Notice of Withdrawal. If the Notice of Withdrawal is signed by any
     trustee, executor, administrator, guardian, attorney-in-fact, officer
       of a corporation or others acting in a fiduciary capacity, such persons
  should so indicate when signing and must submit proper evidence of
their authority to act.                                         

    4.  GUARANTEE OF SIGNATURES.  If the signature was guaranteed on the
      Offer to Sell, then it must be guaranteed on the Notice of Withdrawal.

5.  REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.  Questions and
      requests for assistance may be directed to DSI Properties, Inc. at its
       address and phone number listed below. Additional copies of this Notice
of Withdrawal may also be obtained from DSI Properties, Inc.    

DSI Properties, Inc.                            
6700 E. Pacific Coast Highway                   
Long Beach, CA 90803                            

Call:  Rick Conway at (800) 732-1733            

Exhibit (a)(5)(A)                                                               

DSI Properties, Inc.                                            April 15, 2002  

Dear Limited Partner:                                                           

We have received notice that an UNSOLICITED offer to purchase limited           
partnership units of your fund has been made by MacKenzie Patterson, Inc.,      
and a group of eleven private real estate investment funds managed by           
MacKenzie Patterson, Inc. (the "Purchasers"):                                   

As a General Partner of your partnership, we will review the offer, evaluate    
alternatives, and make a recommendation regarding the offer promptly to the     
limited partners. We urge you NOT to take any action with respect to the        
offer until we make our recommendation which will be mailed to you on or        
before April 19, 2002.                                                          

                                          Sincerely,
                                                    DSI Properties, Inc.
                                               General Partner

Exhibit (a)(5)(B)                                                               
[Letterhead]                                                                    

Dear Limited Partner,                                                           

You may have already received in the mail an unsolicited offer to purchase      
limited partnership units of your Fund from MacKenzie Patterson, Inc., and      
a group of eleven private real estate investment funds managed by MacKenzie.    
As your general partners, we have reviewed and thoroughly analyzed the tender   
offer from MacKenzie and believe the tender offer price is grossly inadequate   
given the performance history of your Fund and the inherent value of its units, 
for the reasons set forth in the attached summary.  We urge you to reject the   
tender offer.   If you have already tendered your Units and wish to withdraw    
them, please refer to the yellow Notice of Withdrawal and related instructions  
included herein.                                                                

Sincerely,                                                                      

Your General Partners                                                           

Summary of 14d-9 Filed with the Securities and Exchange Commission              

Information Regarding the Tender Offer and the Bidder                           

The funds that are subject to the tender offer are DSI Realty Income Fund VI,   
DSI Realty Income Fund VII, DSI Realty Income Fund VIII, DSI Realty Income      
Fund IX, DSI Realty Income Fund XI (collectively the "Limited Partnerships,"    
or individually, a "Limited Partnership"), and the address of the principal     
executive offices of the Limited Partnerships is 6700 E. Pacific Coast Highway, 
Long Beach, CA 90803.  The telephone number is (562) 493-3022.  The title of    
the class of equity securities to which this statement relates are the          
limited partnership units of each of the Limited Partnerships (the "Units").    

This Statement relates 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 (the "Schedule TO"), dated April 5, 2002 and filed     
with the Securities and Exchange Commission (the "Commission"), to purchase     
all of the Units in each of the Limited Partnerships (the "Hostile Offer").     
The address of the principal executive offices of MacKenzie is 1640 School      
Street, Moraga, California, 94556.                                              

Information Regarding the General Partners                                      

DSI Properties, Inc., a California corporation and Diversified Investors        
Agency, a general partnership, are the general partners for each of DSI Realty  
Income Fund VI, VII and VIII.  DSI Properties, Inc., Robert J. Conway and Joseph
W. Conway are the general partners of DSI Realty Income Fund IX and XI.  The    
general partners of all of the Limited Partnerships are referred to herein as   
the "General Partners."  The General Partners are affiliates of Diversified     
Securities, Inc., a California corporation and wholly -owned subsidiary of      
DSI Financial, Inc., a California corporation.  Compensation arrangements       
between the Limited Partnerships and the General Partners are set forth in      
Footnote number 4 to the Financial Statements contained in the Annual Report    
of your Limited Partnership previously mailed to you.                           

Recommendation of the General Partners                                          

Following receipt of the Hostile Offer, the General Partners reviewed and       
considered the Hostile Offer with respect to each Limited Partnership.  The     
General Partners have determined that the Hostile Offer is not in the best      
interests of the limited partners of each Limited Partnership, that the tender  
offer price is grossly inadequate given the performance history of your Limited 
Partnership and the inherent value of the Units, and recommend that the limited 
partners reject the Hostile Offer and not tender their Units pursuant thereto.  

The Hostile Offer appears to be part of a trend among investor groups whose     
objective is to acquire units in public real estate partnerships.  By making    
purchase offers at prices well below the partnerships' liquidation value and    
well below recent trade levels of the units that may have occurred in secondary 
markets, 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.                                                               

In making our recommendation that you not accept the Hostile Offer, we          
considered a number of factors, including the following:                        

* Strong Current Performance.  Your Limited Partnership is performing well and  
has a long history of consistent and uninterrupted quarterly cash distributions.
If you tender your Units, you will be foregoing all current and future quarterly
and special cash distributions that have consistently been paid by your Limited 
Partnership since inception, regardless of the state of the national economy.   

* Undervaluation of the Units.  The General Partners believe that the Hostile   
Offer contains inaccurate and misleading statements about the estimated         
liquidation values of your Limited Partnership.  Moreover, the tender offer     
prices are substantially less than MacKenzie's own estimated liquidation value  
for your Limited Partnership's assets.  The General Partners do not conduct     
appraisals of the self-storage projects and, therefore, do not have an          
estimation of the value for the underlying real estate assets.  However, given  
the historical performance of the Limited Partnerships, including uninterrupted 
cash distributions made to limited partners, the prices offered in the Hostile  
Offer are a gross undervaluation of the projects.                               

* Offer Price Reduced by April 2002 Distribution.  If you tender your Units,    
the tender offer price will be reduced by the amount of the quarterly           
distribution that was already paid to you on April 15, 2002.                    

* Loss of Capital Appreciation.  If you tender your Units, you will be          
precluded from realizing any long-term capital appreciation of the self storage 
projects held by your Limited Partnership.                                      

* Loss of Potential Future Profits.  If you tender your Units, you will be      
giving up potential profits from the future sale of the self storage projects   
when they are ultimately sold by the Limited Partnership.                       

* Tax Liability.  If you tender your Units, you may create a significant and    
substantial tax liability for yourself.  Your proceeds from the tender offer    
will be fully taxable on your 2002 income tax return and may create an          
unanticipated tax burden.                                                       

* Omissions from the Offering Materials Associated with the Hostile Offer.      
The General Partners believe that the offering materials pursuant to which      
MacKenzie has made the Hostile Offer contain numerous omissions, including      
failure to disclose the financial condition of MacKenzie, certain restrictions  
on the transfer of your Units under state law and your Partnership Agreement.   

Miscellaneous Information                                                       

Neither the General Partners nor any officer or affiliate of the Limited        
Partnerships intends to tender any Units in the Hostile Offer.                  

Neither the Limited Partnerships nor any person acting on their behalf has      
employed or retained or will compensate any other person to make solicitations  
or recommendations to limited partners on behalf of the Limited Partnerships    
with respect to the Hostile Offer.                                              

Neither our General Partners nor, to the best knowledge of our General          
Partners, any of its executive officers, directors, affiliates or subsidiaries  
has effected any transactions in the Units during the past sixty (60) days.     

The Limited Partnerships are not currently undertaking or engaged in any        
negotiations in response to the Hostile Offer that relate to: (1) a tender      
offer for or other acquisition of the Limited Partnerships' Units by the Limited
Partnerships, any subsidiary of the Limited Partnerships, or any other person,  
(2) an extraordinary transaction, such as a merger, reorganization, or          
liquidation, involving the Limited Partnerships or any of their subsidiaries,   
(3) a purchase, sale, or transfer of a material amount of assets of the         
Limited Partnerships or any of their subsidiaries, or (4) any material change   
in the present dividend rate or policy, or indebtedness or capitalization of    
the Limited Partnerships.                                                       

Notice of Withdrawal                                                            

Attached hereto is a Notice of Withdrawal which limited partners may use to     
withdraw their tender of Units to MacKenzie.  The instructions for withdrawal   
are set forth in the Notice.                                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 14D9’ Filing		Date		Other Filings
		5/31/02
		4/19/02
Filed on:		4/18/02
		4/17/02
		4/15/02
		4/5/02		SC TO-T
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