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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
(Name of Subject Company)
HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
(Name of Persons Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
PATRICK J. FOYE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
COLORADO CENTER, TOWER TWO
2000 SOUTH COLORADO BOULEVARD, SUITE 2-1000
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person Authorized to Receive Notice
and Communications on Behalf of the Person(s) Filing Statement)
COPY TO:
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
(213) 687-5000
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ITEM 1. SECURITY AND SUBJECT COMPANY.
This Statement relates to units of limited partnership
interest of HCW Pension Real Estate Fund Limited Partnership, a
Massachusetts limited partnership (the "Partnership"), with its
business address located at Colorado Center, Tower Two, 2000 South
Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222.
ITEM 2. TENDER OFFER OF THE BIDDER.
This Statement relates to a tender offer for units of the
Partnership by AIMCO Properties, L.P., a Delaware limited partnership,
with its business address located at Colorado Center, Tower Two, 2000
South Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222.
ITEM 3. IDENTITY AND BACKGROUND
(a) The name and business address of the Partnership, which is the
person filing this Statement, are set forth in Item 1 above.
(b) Not applicable.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a) & (b) The information set forth in AIMCO Properties, L.P.'s Offer
to Purchase (the "Offer to Purchase"), dated November 24, 1999, under
"The Offer -- Section 9. Position of the General Partner of Your
Partnership with Respect to the Offer" is incorporated herein by
reference. The Offer to Purchase is included as Exhibit (a)(2) to this
Schedule 14D-9.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Not applicable.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
(a) The information set forth in the Offer to Purchase under "The
Offer -- Section 9. Background and Reasons for the Offer --
Prior Tender
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Offer[s]" and "The Offer -- Section 13. Certain Information
Concerning Your Partnership -- Beneficial Ownership of
Interests in Your Partnership is incorporated herein by
reference."
(b) Not Applicable.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
(a)&(b) Not Applicable.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Offer to Purchase is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated November 24, 1999 (Exhibit (a)(1) to
the Schedule 14D-1 of AIMCO Properties, L.P., dated November
24, 1999, is incorporated herein by reference).
(a)(2) Letter of Transmittal, (Exhibit (a)(2) to the Schedule 14D-1
of AIMCO Properties, L.P., dated November 24, 1999, is
incorporated herein by reference).
(b) Not Applicable.
(c) Not Applicable.
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SIGNATURE
After reasonable 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: November 24, 1999
HCW Pension Real Estate Fund Limited
Partnership
a Massachusetts limited partnership
By: HCW GENERAL PARTNER LTD.
its General Partner
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
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