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
___________________
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)
_______________________
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: [X]
FINAL AMENDMENT TO 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 Income Fund 14, LLC; MP Value Fund 6, LLC; MPF Blue Ridge Fund I,
LLC; MPF Blue Ridge Fund II, LLC; MPF Senior Note Program I, LP;. (collectively
the "Purchasers") to purchase 15,304 Units of limited partnership interest (the
"Units") in HCW Pension Real Estate Fund (the "Partnership"), the subject
company, 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 Offer resulted in the tender by unitholders, and acceptance for payment by
the Purchasers, of a total of 306 Units. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 695 Units, or approximately 4.4%
of the total outstanding Units. These shares were allocated among the Purchasers
as follows:
SCM SPECIAL FUND, LLC, 50%; MPF-NY 2006, LLC, 10%; MPF DEWAAY FUND 4, LLC, 40%
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: July 19, 2006
SCM SPECIAL FUND, LLC; MPF-NY 2006, LLC; MPF DEWAAY FUND 2, LLC; MPF DEWAAY FUND
4, LLC; MP INCOME FUND 14, LLC; MP VALUE FUND 6, LLC; MPF BLUE RIDGE FUND I,
LLC; MPF BLUE RIDGE FUND II, LLC; MPF SENIOR NOTE PROGRAM I, LP;
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