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 LIMITED PARTNERSHIP
(Name of Subject Company)
MPF DEWAAY FUND 2, LLC; MPF INCOME FUND 22, LLC; MPF INCOME FUND 16, LLC; SCM
SPECIAL FUND, LLC; SUTTER OPPORTUNITY FUND 3 TAX EXEMPT, LLC; SUTTER
OPPORTUNITY FUND 3, LLC; MPF-NY 2005, LLC; MORAGA GOLD, LLC; MACKENZIE
PATTERSON FULLER, INC.; AND C.E.
PATTERSON
(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, Inc. MacKenzie Patterson Fuller, Inc.
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
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$900,000.00 $105.93
* For purposes of calculating the filing fee only. Assumes the purchase of
3,000 Units at a purchase price equal to $300 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: $105.93
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, Inc.
Date Filed: August 19, 2005
|_| 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
MPF DEWAAY FUND 2, LLC; MPF INCOME FUND 22, LLC; MPF INCOME FUND 16, LLC; SCM
SPECIAL FUND, LLC; SUTTER OPPORTUNITY FUND 3 TAX EXEMPT, LLC; SUTTER OPPORTUNITY
FUND 3, LLC; MPF-NY 2005, LLC; MORAGA GOLD, LLC (collectively the "Purchasers")
to purchase up to 3,000 Units of limited partnership interest (the "Units") in
HCW Pension Real Estate Fund Limited Partnership (the "Partnership"), the
subject company, at a purchase price equal to $300 per Unit, less the amount of
any distributions declared or made with respect to the Units between August 19,
2005 (the "Offer Date") and September 30, 2005 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 August 19, 2005 (the "Offer
to Purchase") and the related Letter of Transmittal.
The Offer terminated September 30, 2005. The Offer resulted in the tender by
Unit holders, and acceptance for payment by the Purchasers, of a total of 279
Units. Upon completion of the Offer, the Purchasers held an aggregate of
approximately 279 Units, or approximately 1.8% of the total outstanding Units.
The Units were allocated as follows: MPF-NY 2005, LLC, 14 Units; Moraga Gold,
LLC, 14 Units; SCM Special Fund, LLC, 32 Units; MPF DeWaay Fund 2, LLC, 219
Units.
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: October 11, 2005
MPF DEWAAY FUND 2, LLC; MPF INCOME FUND 22, LLC; MPF INCOME FUND 16, LLC; SCM
SPECIAL FUND, LLC; SUTTER OPPORTUNITY FUND 3 TAX EXEMPT, LLC; SUTTER OPPORTUNITY
FUND 3, LLC; MPF-NY 2005, LLC; MORAGA GOLD, 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, INC.
By: /s/ Chip Patterson
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Chip Patterson, Senior Vice President
C.E. PATTERSON
/s/ C.E. Patterson
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