-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O6GlErdX84xIa3wGfrGtSop02cXuqLv0DKKHnMiavK/V3nVmYeDGTwsHFhJV+hFj JSgh6WGj1IGocNFuQP8l7Q== 0001011723-02-000077.txt : 20020530 0001011723-02-000077.hdr.sgml : 20020530 20020529193958 ACCESSION NUMBER: 0001011723-02-000077 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020530 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACKENZIE PATTERSON INC CENTRAL INDEX KEY: 0001102946 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 680151215 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 1640 SCHOOL STREET SUITE 100 CITY: MORAGOS STATE: CA ZIP: 94556 BUSINESS PHONE: 9256319100 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DSI REALTY INCOME FUND VII CENTRAL INDEX KEY: 0000719581 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953871044 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78187 FILM NUMBER: 02665322 BUSINESS ADDRESS: STREET 1: PO BOX 357 CITY: LONG BEACH STATE: CA ZIP: 90801 BUSINESS PHONE: 3105957711 MAIL ADDRESS: STREET 1: PO BOX 357 CITY: LONG BEACH STATE: CA ZIP: 90801 SC TO-T/A 1 mpidsitota2.txt AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- 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 ------------------- 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) ----------------------- 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 ----------- --------- 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. -------- (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 --------------------------------- Christine Simpson, Vice President MP FALCON GROWTH FUND, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President MP FALCON GROWTH FUND 2, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President MP FALCON FUND, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President MP DEWAAY FUND, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President MP INCOME FUND 17, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President MP INCOME FUND 18, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, LTD. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President 2 ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President MACKENZIE FUND VI, L.P. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President MACKENZIE PATTERSON SPECIAL FUND 3, L.P. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President MACKENZIE SPECIFIED INCOME FUND, L.P. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President 3 EXHIBIT INDEX Exhibit Description Page (a)(5) Letter to Unit holders dated May 30, 2002 (a)(6) Press Release EX-99 3 mpidsitota2letter.txt LETTER TO UNIT HOLDERS Exhibit (a)(5) [FORM OF LETTER TO UNIT HOLDERS] May 30, 2002 TO: UNIT HOLDERS OF [NAME OF PARTNERSHIP] --------------------- SUBJECT: INCREASE IN PRICE OFFERED FOR UNITS Dear Unit Holder: As described in the tender offer materials previously forwarded to you, 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") are offering to purchase up to[MAXIMUM OFFER] Units of limited partnership interest (the "Units") in [NAME OF PARTNERSHIP] (the "Partnership"). The Purchasers have reviewed the Partnership's annual report for the year ended December 31, 2001 and quarterly report for the quarter ended March 31, 2002. After reviewing the audited financial statements in the annual report, the Purchasers recognized that their analysis of the Partnership's operating expenses overstated the actual expenses incurred by the Partnership. The Purchasers have therefore recalculated the price they are willing to offer for the Units and have increased the Offer Price for your Units by [PERCENTAGE INCREASE]. The new Offer Price is: [OFFER PRICE PER UNIT] per Unit ---------------------- The Offer will provide you with an opportunity to liquidate all, or a portion of, your investment in [NAME OF PARTNERSHIP] without the usual transaction costs associated with market sales or partnership transfer fees. In order to provide you with more time to consider this opportunity to tender your Units, the Purchasers have extended the expiration date to June 30, 2002. If you elect to tender your Units, mail or telecopy a duly completed and executed copy of the Letter of Transmittal (printed on [COLOR OF PAPER] paper) and Change of Address forms, and any other documents required by the Letter of Transmittal, to the Depositary for the Offer at: MacKenzie Patterson, Inc., 1640 School Street Moraga, California 94556 Telecopy: (925) 631-9119 If you have any questions or need assistance, please call the Purchasers at 800-854-8357. This Offer expires (unless further extended) June 30, 2002. [INSERTS FOR COMPLETION OF EACH LETTER]
Offer Price Maximum Perrcentage Transmittal Partnership Per Unit Units Sought Increase Color - ----------- ----------- ------------ ----------- ------------- DSI REALTY INCOME FUND VI, a California Limited Partnership $450 23,753 32% gold DSI REALTY INCOME FUND VII, a California Limited Partnership $410 24,000 36.7% blue DSI REALTY INCOME FUND VIII, a California Limited Partnership $420 24,000 24% green DSI REALTY INCOME FUND IX, a California Limited Partnership $380 30,693 46% purple DSI REALTY INCOME FUND XI, a California Limited Partnership $400 20,000 33% gray
EX-99 4 mpidsitota2ad.txt ADVERTISEMENT Exhibit (a)(6) PRESS RELEASE FOR IMMEDIATE RELEASE MacKenzie Patterson, Inc. 1640 School Street, Suite 100 Moraga, California 94556 Telephone: 510-631-9100 May 30, 2002 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 (the "Bidders") have increased the Offer Price and extended the expiration date of their tender offer for Units of limited partnership interest (the "Units") in each of 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; and DSI REALTY INCOME FUND XI, a California Limited Partnership (the "Partnerships"). The expiration date has been extended through June 30, 2002, and the Offer Prices have been increased to the following: New Offer Price Partnership Per Unit - ----------- ----------- DSI REALTY INCOME FUND VI, a California Limited Partnership $450 DSI REALTY INCOME FUND VII, a California Limited Partnership $410 DSI REALTY INCOME FUND VIII, a California Limited Partnership $420 DSI REALTY INCOME FUND IX, a California Limited Partnership $380 DSI REALTY INCOME FUND XI, a California Limited Partnership $400 As of the date hereof, a total of six Units of DSI REALTY INCOME FUND VI, a California Limited Partnership, have been tendered by securities holders and not withdrawn. No other Units have been tendered to date. For further information, contact Christine Simpson at the above telephone number. -----END PRIVACY-ENHANCED MESSAGE-----