1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
(Final Amendment)
HCW Pension Real Estate Fund Limited Partnership
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(Name of Subject Company (Issuer))
AIMCO Properties, L.P. -- Offeror
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(Names of Filing Persons (Identifying Status as Offeror,
Issuer or Other Person))
Limited Partnership Units
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(Title of Class Securities)
None
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(CUSIP Number of Class Securities)
Patrick J. Foye
Executive Vice President
Apartment Investment And Management Company
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
(303) 757-8081
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(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copy To:
Gregory M. Chait
Katherine M. Koops
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E., Sixteenth Floor
Atlanta, Georgia 30303
(404) 572-6600
Calculation of Filing Fee
<Table>
<Caption>
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Transaction valuation* Amount of filing fee
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$ 862,394 $173**
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</Table>
* For purposes of calculating fee only.
** Previously paid.
[ ] Check the 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: $ Filing Party:
Form or Registration No.: Date Filed:
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[ ] 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:
<Table>
[X] third-party tender offer subject to Rule 14d-1 [ ] going-private transaction subject to Rule 13e-3
[ ] issuer tender offer subject to Rule 13e-4 [ ] amendment to Schedule 13D under Rule 13d-2
</Table>
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]
2
TENDER OFFER STATEMENT
This is the Final Amendment to the Tender Offer Statement on Schedule
TO related to the tender offer by AIMCO Properties, L.P., a Delaware limited
partnership, to purchase outstanding units of limited partnership interest of
HCW Pension Real Estate Fund Limited Partnership, a Massachusetts limited
partnership (the "Partnership"), at a price of $82 per unit, subject to the
conditions set forth in the Offer to Purchase dated August 29, 2001 and
Supplement dated September 21, 2001, and in the related Letter of Transmittal
and Acknowledgment and Agreement, which, as amended and supplemented, together
constituted the tender offer.
At 5:00 p.m. Eastern time on September 28, 2001, the offer expired
pursuant to its terms. A total of 122 units, representing approximately 0.76% of
the outstanding units, were validly tendered and not withdrawn pursuant to the
offer. AIMCO Properties, L.P., has accepted for payment all of those units at a
price of $82 per unit.
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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.
Date October 5, 2001
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
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Executive Vice President