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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
(Name of Subject Company)
COOPER RIVER PROPERTIES, L.L.C.
INSIGNIA PROPERTIES, L.P.
INSIGNIA PROPERTIES TRUST
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
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PATRICK J. FOYE
EXECUTIVE VICE PRESIDENT
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 SOUTH BELLAIRE STREET, 17th FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copy to:
JOHN A. HEALY, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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AMENDMENT NO. 3 TO SCHEDULE 14D-1
This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule 14D-1 originally filed with the Commission on September 23, 1998, as
amended by Amendment No. 1 filed with the Commission on October 19, 1998 and
Amendment No. 2 filed with the Commission on November 17, 1998 (the "Statement")
by Cooper River Properties, L.L.C. (the "Purchaser"), Insignia Properties, L.P.
("IPLP"), Insignia Properties Trust ("IPT") and Apartment Investment and
Management Company ("AIMCO") relating to the tender offer of the Purchaser for
up to 4,000 of the outstanding units of limited partnership interest (the
"Units") of HCW Pension Real Estate Fund Limited Partnership (the
"Partnership"), at a purchase price of $475 per Unit, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated September 23, 1998 (the "Offer to Purchase") and the related Assignment of
Partnership Interest (which, together with any supplements or amendments,
collectively constitute the "Offer"). Capitalized terms used but not defined
herein have the meanings ascribed to them in the Offer to Purchase and the
original Statement.
ITEM 10. ADDITIONAL INFORMATION.
(f) The Offer expired pursuant to its terms at 5:00 p.m., New York
time, on Monday, December 14, 1998. The Purchaser currently is reviewing the
tendered materials submitted by holders of Units and intends to determine as
promptly as practicable the number of Units validly tendered and not withdrawn
pursuant to the Offer. In accordance with Rule 14e-1(c) under the Securities
Exchange Act of 1934, the Purchaser will promptly pay the consideration due to
holders of those Units that have been accepted for payment. Upon a final
determination of the number of and payment for Units validly tendered, the
Purchaser will file a final Amendment to this Statement reporting the results of
the Offer.
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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.
Dated: December 15, 1998
COOPER RIVER PROPERTIES, L.L.C.
By: Insignia Properties, L.P.,
its managing member
By: Insignia Properties Trust,
its general partner
By: /s/ PATRICK J. FOYE
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Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its general partner
By: /s/ PATRICK J. FOYE
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Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ PATRICK J. FOYE
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Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PATRICK J. FOYE
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Patrick J. Foye
Executive Vice President
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