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EXHIBIT 99.6
DSI TOYS, INC.
0000 XXXX XXX XXXXXXX XXXXXXX XXXXX
XXXXXXX, XXXXX 00000
APRIL 22, 1999
Dear Shareholder:
We are pleased to inform you that on April 15, 1999, DSI Toys, Inc. (the
"Company") entered into a Stock Purchase and Sale Agreement (the "Stock Purchase
Agreement") with MVII, LLC ("MVII"), which provides for the purchase by MVII of
$5 million of the Company's common stock. Under the terms of the Stock Purchase
Agreement, MVII also commenced a tender offer (the "Offer") to purchase up to
1.6 million shares of the Company's outstanding common stock (the "Shares") at
$4.38 per Share in cash.
YOUR BOARD OF DIRECTORS HAS APPROVED THE STOCK PURCHASE AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY (INCLUDING THE OFFER) AND DEEMED THEM
ADVISABLE, AND HAS DETERMINED THAT THE OFFER IS IN THE BEST INTERESTS OF THE
COMPANY AND THE COMPANY'S SHAREHOLDERS. THE BOARD RECOMMENDS THAT THE COMPANY'S
SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES IN THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the attached Schedule 14D-9
that is being filed today with the Securities and Exchange Commission. In
addition to the attached Schedule 14D-9 relating to the Offer, also enclosed is
the Offer to Purchase, dated April 21, 1999, of MVII, together with related
materials, including a Letter of Transmittal to be used for tendering your
Shares. These documents set forth the terms and conditions of the Offer and
provide instructions as to how to tender your Shares. We urge you to read the
enclosed materials carefully.
On behalf of the Board of Directors and management of the Company, we thank
you for the support you have given to the Company.
Very truly yours,
M.D. Xxxxx,
Chairman of the Board of Directors
and Chief Executive Officer
