-----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, SQw8Vc1bA1iUD3ZoEnRWYB9wnYAzZSO5UzJTvuK3mvRaic0K65wILYjQuhQUGG7x k9eFwDLHBPJ3pzcaEbF4qg== 0001157348-03-000009.txt : 20030423 0001157348-03-000009.hdr.sgml : 20030423 20030423172056 ACCESSION NUMBER: 0001157348-03-000009 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030423 EFFECTIVENESS DATE: 20030423 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EVEREST INVESTORS 12 LLC CENTRAL INDEX KEY: 0001157348 IRS NUMBER: 954737261 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 155 N. LAKE AVENUE STREET 2: SUITE 1000 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6265855920 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 002-83291 FILM NUMBER: 03660702 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 DFAN14A 1 dsi_dfan14a042303.txt DIVINITIVE ADDITIONAL MATERIALS SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a)of the securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6 (e)(2)) [ ] Definitive Proxy Statement [X ] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12 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) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ...................................................................... (2) Aggregate number of securities to which transaction applies: ...................................................................... (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11. ...................................................................... (4) Proposed maximum aggregate value of transaction: ...................................................................... (5) Total fee paid: ...................................................................... [ ] Fee paid previously with preliminary materials: ...................................................................... [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement no.: (3) Filing Party: (4) Date Filed: 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! -----END PRIVACY-ENHANCED MESSAGE-----