SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
to
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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HCW PENSION REAL ESTATE FUND
(Name of Subject Company)
SCM SPECIAL FUND, LLC; MPF-NY 2006, LLC; MPF DEWAAY FUND 2, LLC; MPF DEWAAY
FUND 4, LLC; MP VALUE FUND 6, LLC; MPF BLUE RIDGE FUND I, LLC; MPF BLUE
RIDGE FUND II, LLC; MPF SENIOR NOTE PROGRAM I, LP; MACKENZIE PATTERSON
SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF FLAGSHIP
FUND 10, LLC; MPF ACQUISITION CO. 3, LLC; AND MACKENZIE PATTERSON FULLER, LP
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
None or unknown
(CUSIP Number of Class of Securities)
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Copy to:
Christine Simpson Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP MacKenzie Patterson Fuller, LP
1640 School Street 1640 School Street
Moraga, California 94556 Moraga, California 94556
(925) 631-9100 ext.224 (925) 631-9100 ext. 206
(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Calculation of Filing Fee
Transaction Amount of
Valuation* Filing Fee
$6,504,200 $695.95
* For purposes of calculating the filing fee only. Assumes the purchase
of 15,304 Units at a purchase price equal to $425 per Unit in cash.
[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: $695.95
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: June 1, 2006
[ ] 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: [ ]
The Schedule TO filed as of June 1, 2006 by the above-named bidders is hereby
amended as set forth below. Items not amended remain unchanged, and capitalized
terms are used as defined in the original Schedule.
TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
SCM SPECIAL FUND, LLC; MPF-NY 2006, LLC; MPF DEWAAY FUND 2, LLC; MPF DEWAAY FUND
4, LLC; MP VALUE FUND 6, LLC; MPF BLUE RIDGE FUND I, LLC; MPF BLUE RIDGE FUND
II, LLC; MPF SENIOR NOTE PROGRAM I, LP; MACKENZIE PATTERSON SPECIAL FUND 6, LLC;
MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF FLAGSHIP FUND 10, LLC; AND MPF
ACQUISITION CO. 3, LLC (collectively the "Purchasers") to purchase all Units of
limited partnership interest (the "Units") in HCW Pension Real Estate Fund (the
"Partnership"), the subject company, not already held by purchasers and their
affiliates at a purchase price equal to $425 per Unit, less the amount of any
distributions declared or made with respect to the Units between June 1, 2006
(the "Offer Date") and July 1, 2006 or such other date to which this Offer may
be extended (the "Expiration Date"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated June 1, 2006 (the "Offer to
Purchase") and the related Letter of Transmittal.
The Purchasers are making the following additional disclosures: if we were
successful in obtaining more than 50% of the Units of the Partnership, we would
have the ability to control the Partnership through the ability to remove the
general partner or call for a vote to liquidate or engage in other extraordinary
events, although we have no intention of so doing. Further, as previously noted,
if we are unable to transfer Units purchased in the Offer due to restrictions in
the Partnership Agreement, we will accept the Units for payment and pay for them
upon confirmation from the general partner that the Partnership will change the
address of record for distributions and reports. The transaction will be
complete from a legal and tax standpoint, in our opinion. Thus, you should
consider the tax implications of that situation prior to tendering (i.e., the
tax situation should be identical to a completed transfer--you would be deemed
legally to have sold your Units.) Further, the actual transfer of the Units on
the records of the Partnership may be delayed for an indefinite period of time.
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: June 21, 2006
SCM SPECIAL FUND, LLC; MPF-NY 2006, LLC; MPF DEWAAY FUND 2, LLC; MPF DEWAAY FUND
4, LLC; MP VALUE FUND 6, LLC; MPF BLUE RIDGE FUND I, LLC; MPF BLUE RIDGE FUND
II, LLC; MPF SENIOR NOTE PROGRAM I, LP; MACKENZIE PATTERSON SPECIAL FUND 6, LLC;
MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF FLAGSHIP FUND 10, LLC; AND MPF
ACQUISITION CO. 3, LLC
By: /s/ Chip Patterson
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Chip Patterson, Senior Vice President of Manager or
General Partner of each filing person
MACKENZIE PATTERSON FULLER, LP
By: /s/ Chip Patterson
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Chip Patterson, Senior Vice President