<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934
For the Fiscal Year Ended                                        Commission File
December 31, 1999                                                 Number 0-15690

                        RESOURCES PENSION SHARES 5, L.P.
                ------------------------------------------------
             (Exact name of registrant as specified in its charter)

     Delaware                                                   13-3353722
-----------------------                                     -----------------
 (State or other jurisdiction                                  (IRS Employer
  of incorporation or organization)                         Identification No.)

5 Cambridge Center 9th Floor, Cambridge, MA                            02142
-------------------------------------------                        -----------
 (Address of principal executive offices)                           (Zip Code)

Registrant's telephone number, including area code                  617-234-3000
                                                                ----------------

           Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

           Securities registered pursuant to Section 12(g) of the Act:

                      UNITS OF LIMITED PARTNERSHIP INTEREST

      Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.

                         YES    X           NO
                            ---------         --------

      There is no public market for the Limited Partnership Units. Accordingly,
information with respect to the aggregate market value of Limited Partnership
Units held by non-affiliates of Registrant has not been supplied.

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X].

                        Documents Incorporated by Reference

                                      None

                                      Exhibit Index is set forth on page IV-1.


<PAGE>



PART I

Item 1. Business

General

Resources Pension Shares 5, L.P. (the "Registrant") was organized as a Delaware
limited partnership on February 11, 1986. The general partners of the Registrant
are Resources Capital Corp. (the "Administrative Partner"), Resources Pension
Advisory Corp. (the "Investment General Partner") and Presidio AGP Corp. (the
"Associate General Partner"). The Associate General Partner, the Administrative
General Partner and the Investment General Partner are collectively referred to
herein as the "General Partners". The General Partners are all ultimately wholly
owned subsidiaries of Presidio Capital Corporation, a British Virgin Islands
corporation ("Presidio"). See "Management/Employees" below.

In 1988, the Registrant sold, pursuant to a registration statement filed with
the Securities Exchange Commission, 5,690,843 units of limited partnership
interest (the "Units") for gross proceeds aggregating $56,908,426. After the
payment of a nonaccountable expense reimbursement to the Administrative General
Partner, Registrant had approximately $54,238,000, including evaluation fees and
acquisition fees paid or payable to the Administrative General Partner,
available for investment and reserves.

Registrant was formed for the purpose of investing primarily in participating
mortgage loans and, to a lesser extent, in land sale-leasebacks on improved,
income-producing commercial real estate. Through April 1, 1998, Disposition
Proceeds (as hereinafter defined) were required to be reinvested by Registrant
or held as reserves. Thereafter, the Administrative General Partner is permitted
to either reinvest or distribute any such Disposition Proceeds. See "Mortgage
Investments of Registrant" and "Item 2. Properties" for a description of
Registrant's remaining assets.

Management/Employees

Registrant does not have any employees. The General Partners, their affiliates
and agents, manage the business of the Registrant. Through November 2, 1994, the
Administrative General Partner and the Investment General Partner were wholly
owned subsidiaries of Integrated Resources, Inc. ("Integrated"). On November 3,
1994, as a result of the consummation of the reorganization plan relating to
Integrated's bankruptcy, indirect ownership of the Managing General Partner and
the Corporate General Partner was purchased by Presidio. Further, on February
28, 1995, the Associate General Partner replaced Richard Ader as the associate
general partner of Registrant. As a result, all of the General Partners became
ultimately wholly owned by Presidio. NorthStar Capital Investment Corp., a
Maryland corporation ("NorthStar"), controls Presidio.

Presidio previously retained Wexford Management LLC ("Wexford") to provide
consulting and administrative services to Presidio and its affiliates, including
the General Partners and Registrant. The agreement with Wexford expired on May
3, 1998 at which time Presidio entered into a management agreement with
NorthStar Presidio Management Company, LLC ("NorthStar Presidio"). Under the
terms of the management agreement, NorthStar Presidio provided the day-to-day
management of Presidio and its direct and indirect subsidiaries and affiliates.

On October 21, 1999, Presidio entered into a Services Agreement with AP-PCC III,
L.P. (the "Agent") pursuant to which the Agent was retained to provide asset
management and investor relation services to Registrant and other entities
affiliated with Registrant.



                                      I-1
<PAGE>


As a result of this agreement, the Agent has the duty to direct the day to day
affairs of Registrant, including, without limitation, reviewing and analyzing
potential sale, financing or restructuring proposals regarding the Registrant's
assets, preparation of all reports, maintaining records and maintaining bank
accounts of Registrant. The Agent is not permitted, however, without the consent
of Presidio, or as otherwise required under the terms of the Limited Partnership
Agreement to, among other things, cause Registrant to sell or acquire an asset
or file for bankruptcy protection.

In order to facilitate the Agent's provision of the asset management services
and the investor relation services, effective October 25, 1999, the officers and
directors of the General Partners resigned and nominees of the Agent were
elected as the officers and directors of the General Partners. The Agent is an
affiliate of Winthrop Financial Associates, a Boston based company that provides
asset management services, investor relation services and property management
services to over 150 limited partnerships which own commercial property and
other assets. The General Partners do not believe this transaction will have a
material effect on the operations of Registrant.

Mortgage Investments of Registrant

As of March 1, 2000, Registrant had investments in three first mortgage loans in
the original aggregate amount of $12,700,000. The following table sets forth, as
of December 31, 1999, the outstanding mortgage loan investments made by
Registrant:

<TABLE>
<CAPTION>
                                                       Mortgage loans as of December 31, 1999
                               -------------------------------------------------------------------------------
                                              Original                                                Current
                                              Mortgage          Carrying        Date     Maturity     Interest
                                 Sq. Ft.       Amount            Value         Funded      Date         Rate
                               ----------  ---------------       -----        ---------  --------     --------

<S>                            <C>         <C>               <C>              <C>        <C>          <C>
   Shopping Center
   ---------------
   Lucky Supermarket
   Buena Park, California         47,000   $     2,200,000   $     2,228,670     5/88        5/05       10.0% (1)

   Hotel
   -----
   Crowne Plaza Hotel
   Cincinnati, Ohio              200,000         6,500,000         6,397,682     10/97      10/00       11.0%

   Office Building
   ---------------
   Lionmark Corporate Ctr.
   Columbus, Ohio                 79,415         4,000,000         3,840,261     6/93        6/03       8.5%
                                           ---------------   ---------------

                                           $    12,700,000   $    12,466,613
                                           ===============   ===============
</TABLE>


      (1)  In addition to fixed interest, Registrant is entitled to contingent
           interest in an amount equal to a percentage of the rent received by
           the borrower from the property securing the mortgage above a base
           amount, payable annually, and/or a percentage of the excess of the
           value of the property above a base amount, payable at maturity.

For additional information regarding Registrant's mortgage investments see Item
8 "Financial Statements and Supplementary Data" Note 4.

                                      I-2

<PAGE>

Recent Mortgage Transactions



    Bank of California, Seattle Loan - Gum Loong Limited Partnership ("Gum
Loong"), the obligor under the Registrant's Bank of California Loan in the
original principal amount of $8,500,000 ("Wrap Loan") filed for bankruptcy in
1994. The loan was secured by, among other things, the interest of Gum Loong in
land (the "Land") located in downtown Seattle, Washington. The building situated
on the Land was commonly known as the Bank of California Building (the
"Building").

    In June 1998, the Bankruptcy Court approved settlement of the Wrap Loan in
its entirety. At that time, the net carrying value of the Wrap Loan on
Registrant's books was $8,500,000. Registrant received the full contractual
amount of $16,955,560, of which $8,500,000 was applied towards principal and
$8,455,560 applied to interest income.

      DVL Negotiable Promissory Note - On February 28, 1997, Registrant funded a
Negotiable Promissory Note (the "Note") to DVL, Inc. ("DVL") in the principal
amount of $2,000,000 at an annual interest rate of 12% with interest payable
monthly. In addition, Registrant was entitled to receive payments equal to DVL's
excess cash flow (as defined) from the mortgages underlying DVL's collateral
assignment, which was to be applied as a reduction of principal. The Note was to
mature on February 27, 2000 and was repayable during the first two years without
penalty. The Note was secured by (among other things) a collateral assignment of
DVL's interest in certain promissory notes payable to DVL, which in the
aggregate amounted to $4,325,000 as of February 28, 1997.

      On July 30, 1997, DVL sold one of the properties underlying the Note and
made a $1,075,000 prepayment to Registrant. Approximately $1,032,000 of the
prepayment was applied towards the principal balance of the Note and the
remainder was applied to interest and yield maintenance fee.

      On April 1, 1998, DVL sold another of the properties underlying the Note
and made a $500,000 prepayment to Registrant. $467,787 was applied towards the
principal balance of the Note and the remainder was applied to interest and
yield maintenance fee.

      In December 1998, the balance of the DVL Note was repaid in its entirety.

      Xerox Loan - The Xerox loan was originally a $1,100,000 first mortgage
loan, which was secured by an office building located in Arlington, Texas. This
loan was accounted for under the investment method.

      In March 1997, the Xerox loan matured in accordance with its terms. On
September 30, 1997, Registrant received a deed-in-lieu of foreclosure on the
property underlying this loan. At that date, the Xerox loan had a carrying value
of $1,100,000 and the underlying property had an estimated net realizable value
of $1,500,000. Accordingly, Registrant reduced its investments in mortgage loans
by the carrying value of the Xerox loan and recorded an addition to real estate
for the fair market value of the underlying property, which resulted in
recognition of interest income for amounts previously deferred in the amount of
$400,000.

      On March 10, 1998, Registrant sold this property for $1,550,000, exclusive
of closing costs of approximately $93,000. At the time the property had a net
carrying value of $1,485,000, resulting in a loss on the disposition of the
property of approximately $28,000.

      Avon Market Center Loan - On March 19, 1993, Registrant funded a first
mortgage loan in the principal amount of $3,750,000 at an annual interest rate
of 8.35%, payable in monthly installments of principal and interest (based on a
35-year amortization schedule). The loan, which was scheduled to mature in March
2003, was prepaid on June 3, 1998. Registrant received $3,694,492 of which
$3,638,804 was applied towards principal and $55,688 to interest.

Competition

To the extent Registrant reinvests any funds received from loan repayments or
property sales or forecloses on any of the assets securing its loans, Registrant
will be in competition with other companies, which are engaged in the business
of making loans and selling properties. Registrant's competition would include a
large number of lenders,



                                      I-3
<PAGE>


many of whom have resources substantially larger than those of Registrant. The
principal competitive factor in Registrant's business is the effective rate
charged for loans and the loan-to-value ratio.

In addition, properties, which secure Registrant's mortgage loans, may face
competition from similar properties in the vicinity. To the extent such
competition reduces the gross revenue from the operation of such properties
and/or decreases any appreciation in the value of such properties, such
competition will reduce any contingent interest otherwise payable to Registrant.

Because Presidio (including its affiliates) is the parent of other entities in
addition to the General Partners, such General Partners are or may become
affiliated with other entities which are engaged in businesses that are, or may
in the future be, in direct competition with Registrant.

Employees

Registrant does not have any employees. The General Partners and/or their
affiliates currently perform certain services for Registrant in connection with
the servicing of the Mortgage Loans pursuant to a mortgage servicing agreement.
AP-PCC III, L.P. currently performs asset management, property management,
accounting, secretarial, transfer and administrative services for Registrant and
Registrant pays its pro rata portion of such services. AP-PCC III, L.P. also
performs similar services for other affiliates of the General Partners. See Item
10, "Directors and Executive Officers of Registrant," Item 11, "Executive
Compensation" and Item 13, "Certain Relationships and Related Transactions."

Item 2. Properties

As a result of the foreclosure on two of its mortgage loans, Registrant acquired
fee simple title to two properties as described below.

      Garfinkel Property - On December 21, 1992, through a foreclosure auction,
Registrant acquired fee simple title to the Garfinkel property by bidding
$3,200,000, the amount of the mortgage indebtedness then owed to it. The
Garfinkel property is located in Landover, Maryland and is part of a regional
shopping center known as Landover Mall. The parcel of land comprises
approximately 4.93 acres. The building is a two-story retail facility consisting
of 93,384 rentable square feet of space. As of March 1, 2000, Registrant has
been unable to sell or lease the property and the building remains vacant.

The building contains asbestos-containing material and, on January 27, 1992,
Registrant received $450,000 from the former property owner in exchange for a
release of a personal guarantee which obligated the owner to reimburse
Registrant for asbestos removal to a maximum of $500,000. Since June 1992,
$8,396 was paid for remedial cleaning in connection with the asbestos removal
and at December 31, 1999, the unexpended asbestos reserve aggregated $441,604.
Registrant does not presently plan to commence removal of the asbestos until a
purchaser or tenant for the property is identified.

Based upon the properties continued vacancy and the lack of interest received by
the Registrant in its efforts to lease or sell the property as well as the
potential costs to upgrade the property, during the fourth quarter of 1999, the
Partnership recorded a provision for impairment of $2,379,330, which represented
the full carrying value of the property net the unexpended asbestos reserve of
$441,604.

      Groton Property - On December 9, 1993, through a foreclosure auction,
Registrant acquired fee simple title to the Groton Shopping Center property. The
shopping center is located in Groton, Connecticut. The parcel of land comprises
approximately 17 acres. The property is a neighborhood strip shopping center
containing a gross leasable area of approximately 119,000 square feet. In
addition, the strip center has a parking area for approximately 450 automobiles.
As of March 1, 2000, the Groton Shopping Center was approximately 82% occupied
and average rental rates were $7.80 per square foot.





                                      I-4
<PAGE>

Item 3. Legal Proceedings

None

Item 4. Submission of Matters to a Vote of Security Holders

None.




                                      I-5
<PAGE>


PART II

Item 5. Market for Registrant's Securities and Related Security Holder Matters

There is no established public trading market for the Units of Registrant. From
time to time however, tender offers have been or are presently being made.

There are certain restrictions set forth in the Partnership Agreement, which may
limit the ability of a limited partner to transfer Units. Such restrictions
could impair the ability of a limited partner to liquidate its investment in the
event of an emergency or any other reason.

As of March 1, 2000, there were approximately 4,477 limited partners of
Registrant, owning an aggregate of 5,690,843 Units.

Distributions per Unit during 1999 and 1998 were as follows:

<TABLE>
<CAPTION>
                    Distribution with
                Respect to Quarter Ended              Amount of Distribution Per Unit
          -------------------------------------- -------------------------------------------
                                                         1999                  1998
          -------------------------------------- --------------------- ---------------------
<S>                                              <C>                   <C>
          March 31                                     $   -                 $    .11
          June 30                                      $   -                 $   6.11
          September 30                                 $   -                 $   -
          December 31                                  $   -                 $   -
</TABLE>

There are no material legal restrictions upon Registrant's present or future
ability to make distributions from operations in accordance with the provisions
of Registrant's Amended and Restated Certificate of Limited Partnership and
Partnership Agreement ("Partnership Agreement"). The Partnership Agreement
provides that through April 1, 1998, disposition Proceeds received were required
to be reinvested or held as reserves, but not distributed. For a further
discussion of factors which may affect distributions see "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations."

Over the past few years, many companies have begun making "mini-tenders" (offers
to purchase an aggregate of less than 5% of the total outstanding units) for
limited partnership interests in the Registrant. Pursuant to the rules of the
Securities and Exchange Commission, when a tender offer is commenced for Units,
the Registrant is required to provide limited partners with a statement setting
forth whether it believes limited partners should tender or whether it is
remaining neutral with respect to the offer. Unfortunately, the rules of the
Securities and Exchange Commission do not require that the bidders in certain
tender offers provide the Registrant with a copy of their offer. As a result,
the General Partners often do not become aware of such offers until shortly
before they are scheduled to expire or even after they have expired.
Accordingly, the General Partners do not have sufficient time to advise you of
its position on the tender. In this regard, please be advised that pursuant to
the discretionary right granted to the General Partners of your partnership in
the Partnership Agreement to reject any transfers of units, the General Partners
will not permit the transfer of any Unit in connection with a tender offer
unless: (i) the Registrant is provided with a copy of the bidder's offering
materials, including amendments thereto, simultaneously with their distribution
to the limited partners; (ii) the offer provides for withdrawal rights at any
time prior to the expiration date of the offer and, if payment is not made by
the bidder within 60 days of the date of the offer, after such 60 day period;
and (iii) the offer must be open for at least 20 business days and, if a
material change is made to the offer, for at least 10 business days following
such change.



                                      II-1
<PAGE>


Item 6.     Selected Financial Data

<TABLE>
<CAPTION>
                                                                     Year ended December 31,
                                  ---------------------------------------------------------------------------------------
                                                        (dollars in thousands except per unit amounts)

                                       1999              1998               1997              1996               1995
                                  -------------     -------------      -------------     -------------      -------------

<S>                               <C>               <C>                <C>               <C>                <C>
   Revenues                       $     2,553       $    12,103 (4)    $     5,335       $     4,748        $     4,130

   Net (Loss) Income              $    (1,149) (5)  $    10,339 (4)    $     4,033 (2)   $     1,244 (1)    $       254 (3)

   Net (Loss) Income Per Unit     $      (.20) (5)  $      1.80 (4)    $       .70 (2)   $       .22 (1)    $       .04 (3)

   Distributions Per Unit         $       -         $      6.22        $       .44       $       .44        $       .24

   Total Assets                   $    22,158       $    23,786        $    50,793       $    48,916        $    49,731


   Partner's equity               $    21,887       $    23,036        $    48,451       $    46,947        $    48,232

</TABLE>

   (1)      Net of provision for loan losses of $1,547,830 or $.27 per Unit.
   (2)      Net of recovery for loan losses of $721,946 or $.13 per Unit.
   (3)      Net of write-down for impairment of $1,860,000 or $.32 per Unit.
   (4)      Includes interest income of $8,455,560,  or $1.47 per Unit, upon the
            repayment of the Bank of California, Seattle Loan.
   (5)      Net of write-down for impairment of $2,379,330 or $.42 per unit.



                                      II-2
<PAGE>


Item 7. Management's Discussion and Analysis of Financial
        Condition and Results of Operations

Liquidity and Capital Resources

The General Partners hold a 1% equity interest in Registrant. However, at the
inception of Registrant, the General Partners' equity account was credited with
only the actual capital contributed in cash, $1,000. Registrant's management
determined that this accounting did not appropriately reflect the Limited
Partners' and the General Partners' relative participations in Registrant's net
assets, since it did not reflect the General Partners' 1% equity interest in
Registrant. Thus, Registrant had restated its financial statements to
reallocated $541,390 (1% of the gross proceeds raised at Registrant's formation)
of the partners' equity to the General Partners' equity account. This
reallocation was made as of the inception of Registrant. The reallocation had no
impact on Registrant's financial position, results of operations, cash flows,
distributions to partners, or the partners' tax basis capital accounts.

Registrant's public offering commenced on May 15, 1986 and terminated on
February 12, 1988 generating gross proceeds of $56,907,425, including $699,565
through Registrant's Reinvestment Plan. Registrant initially made ten permanent
investments, consisting of nine first mortgage loans and one wraparound mortgage
loan, in which Registrant had funded a total of $49,300,000 or 100% of its net
proceeds available for investment. At December 31, 1999, Registrant retained an
interest in three mortgage loans and held title to two parcels of real property
and the improvements located thereon. See "Item 8. Financial Statements and
Supplementary Data-Notes 4 and 5."

The Registrant had $4,801,986 of cash and cash equivalents at December 31, 1999
as compared to $3,427,496 at December 31, 1998. The $1,374,490 increase in cash
and cash equivalents at December 31, 1999, as compared to December 31, 1998, was
due to $1,341,311 of cash provided by operating activities and $33,179 of cash
provided by investing activities. Cash and cash equivalents are invested in
short term money market instruments and are expected to be sufficient to pay all
anticipated needs.

Registrant's only sources of liquidity are through payments of its mortgage
loan, if any, and from cash flow generated from operations, if any, from its two
wholly owned properties. Registrant is required to pay the operating expenses
associated with its two properties.

On June 16, 1998, the Partnership declared and paid a special cash distribution
of $34,489,955 ($6.00 per limited partnership unit), substantially all of which
represents proceeds from mortgage principal payments and property sales received
in 1998 and prior years. At December 31, 1999, working capital reserves were
approximately $4,635,000.

Currently, the foreclosed property, which formerly secured the Garfinkel Loan,
is vacant. Funds which may be necessary to lease up the property to remedy
deferred maintenance conditions or for capital improvements would need to be
supplied from Registrant's working capital reserves. Registrant currently holds
working capital reserves in short-term investments, at rates that are lower than
the returns previously earned on the loans that have been repaid. If excess
working capital is ultimately invested in new loans, these investments are
likely to be at lower rates than previous investments due to current market
conditions.

On June 30, 1997 the Medford loan was prepaid in its entirety. Registrant
received $8,129,181, of which $8,000,000 was applied toward the outstanding
principal balance of the loan and the remainder was applied to interest.

On February 28, 1997, Registrant funded a Note to DVL in the principal amount of
$2,000,000, at an annual interest rate of 12%, with interest payable monthly. In
addition, Registrant was entitled to receive payments equal to DVL's excess cash
flow (as defined) from the mortgages underlying DVL's collateral assignment,
which was to be applied as a reduction of principal. The Note was to mature on
February 27, 2000 and was able to be prepaid during the first two years without
penalty. The Note was secured by (among other things) a collateral assignment of
DVL's interest in certain promissory notes payable to DVL.



                                      II-3
<PAGE>


On July 30, 1997, DVL sold one of the properties underlying the promissory notes
and made a $1,075,000 prepayment of the Note. Approximately $1,032,000 of the
prepayment was applied toward the principal balance of the Note and the
remainder was applied to interest and a yield maintenance fee.

On April 1, 1998, DVL sold another one of the properties underlying the Note and
made a $500,000 prepayment to Registrant. $467,787 was applied towards the
principal balance of the Note and the remainder was applied to interest and
yield maintenance fee.

In December 1998, the balance of the DVL Note was repaid in its entirety.

On April 10, 1997, Registrant entered into a settlement agreement with the Santa
Ana borrower in which, among other things, the borrower gave Registrant a
deed-in-lieu of foreclosure on the property. On April 30, 1997, Registrant sold
this property for net proceeds of $3,213,908. The net carrying value of the
Santa Ana loan at that time was $2,491,962, necessitating a recovery of loan
loss of $721,946 which was recorded in the first quarter of 1997.

In March 1997, the Xerox loan matured. On September 30, 1997 Registrant received
a deed-in-lieu of foreclosure on the property underlying this loan. At that
date, the Xerox loan had a carrying value of $1,100,000 and the underlying
property had an estimated net realizable value of $1,500,000. Accordingly,
Registrant has reduced its investments in mortgage loans by the carrying value
of the Xerox loan and recorded an addition to real estate for the estimated net
realizable value of the underlying property.

On March 10, 1998, the Xerox property was sold for approximately $1,457,000, net
of closing costs.

On October 31, 1997, Registrant funded a first mortgage loan to Oliveye Hotel
Limited Partnership, in the principal amount of $6,500,000. This loan has an
annual interest rate of 11% and is payable monthly. The loan is secured by the
Crowne Plaza Hotel located in Cincinnati, Ohio, and matures in October 2000.

In June 1998, the Bankruptcy Court approved settlement of the Bank of California
Loan in its entirety. At that time, the net carrying value of the loan on
Registrant's books was $8,500,000. Registrant received the full contractual
amount of $16,955,560, of which $8,500,000 was applied towards principal and
$8,455,560 applied to interest.

On June 3, 1998, Registrant received approximately $3,700,000 in prepayment of
the Avon Market Center Loan.

As of December 31, 1999, Registrant has funded an aggregate of $12,700,000 to
the mortgagors in three first mortgage loans, which are currently outstanding.

If necessary, Registrant has the right to establish reserves either from
disposition proceeds or from cash flow.

Real Estate Market

The real estate market has begun to recover from the effects of the recent
recession, which included a substantial decline in the market value of existing
properties. However, high vacancy rates continue to exist in many areas. As a
result, Registrant's potential for realizing the full value of its investment in
mortgages is at increased risk.

Allowance for Loan Losses and Write-Down for Impairment

A provision for loan losses is established based upon a periodic review of each
mortgage loan and property in Registrant's portfolio. Real estate property is
carried at the lower of cost or net realizable value. In performing its review,
management considers the estimated net realizable value of the property or
collateral as well as other factors, such as the current occupancy, the amount
and status of senior debt, if any, the prospect for the property and the
economic situation in the region where the property is located. Because this
determination of net realizable value is based upon projections of future
economic events which are inherently subjective, the amounts ultimately realized
at disposition may differ materially from the carrying value as of December 31,
1999.



                                      II-4
<PAGE>


Provisions and write-downs are inherently subjective and are based on
management's best estimate of current conditions and assumptions about expected
future conditions. Registrant may provide for additional provisions and
write-downs in subsequent years which could be material.

Results of Operations

1999 as Compared to 1998

The Registrant generated a net loss of $1,149,261 for the year ended December
31, 1999, as compared to net income of $10,339,470 for the year ended December
31, 1998. Net income decreased as a result of a decrease in revenues of
$9,549,456 and an increase in cost and expenses of $1,939,275. Revenues
decreased due primarily to a decrease in mortgage loan interest income which
decreased by $9,286,498 for the year ended December 31, 1999 compared to the
same period in the prior year primarily as a result of loans paid off in June
1998. Further, short term interest income decreased as a result of a decrease in
cash available for investment, operating income, real estate and other income
remained stable.

Costs and expenses increased for the year ended December 31, 1999 compared to
the year ended December 31, 1998 due primarily to a $2,379,330 net provision for
the impairment of the Garfinkel's property recognized in 1999. Mortgage
servicing and property management fees decreased as a result of lower net asset
value as well as lower principal loan balances outstanding on which fees are
calculated. General and administrative expenses decreased as a result of legal
expenses.

1998 as Compared to 1997

Net income increased for the year ended December 31, 1998 as compared to the
year ended December 31, 1997. The increase is primarily due to the increase in
revenues as a result of the payoff of the Bank of California and Avon Market
Center loans offset by an increase in costs and expenses.

Revenues increased for the year ended December 31, 1998 compared to the same
period in the prior year primarily due to an increase in mortgage loans interest
income as a result of the Bank of California and Avon Market Center loan payoffs
in June 1998. Operating income - real estate decreased as a result of a decrease
in rental income from Groton shopping center. Short-term investment interest
decreased as a result of a decrease in cash available for short-term investment.
Other income decreased as a result of a decrease in transfer fee income.

Costs and expenses increased for the year ended December 31, 1998 compared to
the same period in the prior year principally due to the recovery of loan losses
recognized in 1997. There was no recovery of or provision for loan losses in
1998. Mortgage servicing and management fees decreased primarily due to a
decrease in the net asset value as well as a decrease in the principal balance
of loans outstanding on which such fees are calculated. Operating expenses
decreased as a result of the disposition of the office building by Registrant in
March 1998. General and administrative expenses increased primarily due to legal
and investor relation expenses.

Inflation

Inflation has not had a material effect on Registrant's operations and financial
position during the last three years and is not expected to have a material
effect in the future. However, prolonged periods of low or no inflation could
result in low levels of interest rates which could result in certain of
Registrant's loans being prepaid prior to maturity and Registrant receiving
decreased revenues on any reinvestment of such funds.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

Not applicable



                                      II-5
<PAGE>



Item 8. Financial Statements and Supplementary Data


                        RESOURCES PENSION SHARES 5, L.P.

                              FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

                                      INDEX

                                                                       Page
                                                                      Number
                                                                      ------

Independent Auditor's Report                                           F-1

Financial statements - Years ended
  December 31, 1999, 1998 and 1997

      Balance sheets                                                   F-2

      Statements of operations                                         F-3

      Statement of partners' equity                                    F-4

      Statements of cash flows                                      F-5 & F-6

      Notes to financial statements                             F-7 through F-22

Schedule:

   II  - Valuation and Qualifying Accounts                            F-23

   III - Real Estate and Accumulated Depreciation                     F-24

All other schedules have been omitted because they are inapplicable or the
information is included in the financial statements or notes thereto.




                                      II-6
<PAGE>




To the Partners
Resources Pension Shares 5, L.P.
Cambridge, Massachusetts

                          INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying balance sheets of Resources Pension Shares 5,
L.P. (a limited partnership) as of December 31, 1999 and 1998, and the related
statements of operations, partners' equity and cash flows for each of the three
years in the period ended December 31, 1999. Our audits also included the
financial statement schedules listed in the Index at Item 14(a)2. These
financial statements and financial statement schedules are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on the
financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Resources Pension Shares 5,
L.P. as of December 31, 1999 and 1998, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1999 in
conformity with generally accepted accounting principles. Also, in our opinion,
such financial statement schedules, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.

March 15, 2000
New York, New York






                                     F - 1
<PAGE>



                       RESOURCES PENSION SHARES 5, L.P.

                                BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                         December 31,
                                                                            --------------------------------------

                                                                                   1999                1998
                                                                            ------------------  ------------------

<S>                                                                         <C>                 <C>
ASSETS

     Investments in mortgage loans                                          $       12,466,613  $       12,531,894
     Cash and cash equivalents                                                       4,801,986           3,427,496
     Real estate - net                                                               4,615,314           7,581,505
     Other assets                                                                      169,268             139,754
     Interest receivable - mortgage loans                                              105,040             105,751
                                                                            ------------------  ------------------

                                                                            $       22,158,221  $       23,786,400
                                                                            ==================  ==================

LIABILITIES AND PARTNERS' EQUITY

Liabilities

     Accounts payable and accrued expenses                                  $          157,737  $          200,278
     Other liabilities                                                                   -                 441,604
     Due to affiliates                                                                 113,800             108,573
                                                                            ------------------  ------------------

         Total liabilities                                                             271,537             750,455
                                                                            ------------------  ------------------

Commitments and contingencies (Notes 3, 4, 5 and 7)

Partners' equity

     Limited partners' equity (5,690,843 units issued
         and outstanding)                                                           21,667,828          22,805,596
     General partners' equity                                                          218,856             230,349
                                                                            ------------------  ------------------

         Total partners' equity                                                     21,886,684          23,035,945
                                                                            ------------------  ------------------

                                                                            $       22,158,221  $       23,786,400
                                                                            ==================  ==================
</TABLE>





                                     F - 2
<PAGE>



                       RESOURCES PENSION SHARES 5, L.P.

                            STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                               Year ended December 31,
                                                              ---------------------------------------------------

                                                                    1999              1998              1997
                                                              ---------------   ---------------   ---------------


<S>                                                           <C>               <C>               <C>
 Revenues

      Mortgage loans interest income                          $     1,297,087   $    10,583,585   $     3,267,488
      Short-term investment interest                                  202,729           474,013           757,945
      Operating revenue - real estate                                 978,171           982,971         1,191,478
      Other income                                                     75,260            62,134           118,139
                                                              ---------------   ---------------   ---------------

                                                                    2,553,247        12,102,703         5,335,050
                                                              ---------------   ---------------   ---------------


 Costs and expenses

      Management fees                                                 412,757           604,275           847,690
      Operating expenses - real estate                                416,694           473,562           654,978
      General and administrative                                      183,562           321,383           160,296
      Depreciation and amortization                                   229,412           227,793           234,259
      Mortgage servicing fees                                          31,170            47,144            65,122
      Property management fees                                         49,583            60,920            61,203
      Provision for impairment, net                                 2,379,330             -                 -
      Loss on disposition of real estate                                -                28,156             -
      Recovery of loan losses                                           -                 -              (721,946)
                                                              ---------------   ---------------   ---------------

                                                                    3,702,508         1,763,233         1,301,602
                                                              ---------------   ---------------   ---------------

 Net (loss) income                                             $   (1,149,261)  $    10,339,470   $     4,033,448
                                                              ================  ===============   ===============



      Net (loss) income attributable to

      Limited partners                                         $   (1,137,768)  $    10,236,075   $     3,993,114
      General partners                                                (11,493)          103,395            40,334
                                                              ----------------  ---------------   ---------------

                                                               $   (1,149,261)  $    10,339,470   $     4,033,448
                                                              ================  ===============   ===============


Net (loss) income per unit of limited partnership
     interest (5,690,843 units outstanding)                   $         (0.20)  $          1.80   $          0.70
                                                              ================  ===============   ===============
</TABLE>




                                     F - 3
<PAGE>



                        RESOURCES PENSION SHARES 5, L.P.

                          STATEMENT OF PARTNERS' EQUITY

                  YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999


<TABLE>
<CAPTION>
                                                                   General           Limited            Total
                                                                  Partners'         Partners'         Partners'
                                                                   Equity            Equity            Equity
                                                              ---------------   ---------------   ---------------

<S>                                                           <C>               <C>               <C>
Balance, January 1, 1997                                      $       469,459   $    46,477,419   $    46,946,878

Net income - 1997                                                      40,334         3,993,114         4,033,448

Distributions to partners

     ($.44 per limited partnership unit)                              (25,293)       (2,503,971)       (2,529,264)
                                                              ---------------   ---------------   ---------------

Balance, December 31, 1997                                            484,500        47,966,562        48,451,062

Net income - 1998                                                     103,395        10,236,075        10,339,470

Distributions to partners

     ($6.22 per limited partnership unit)                            (357,546)      (35,397,041)      (35,754,587)
                                                              ---------------   ---------------   ---------------

Balance, December 31, 1998                                            230,349        22,805,596        23,035,945

Net loss - 1999                                                       (11,493)       (1,137,768)       (1,149,261)
                                                              ---------------   ---------------   ---------------

Balance, December 31, 1999                                    $       218,856   $    21,667,828   $    21,886,684
                                                              ===============   ===============   ===============
</TABLE>




                                     F - 4
<PAGE>



                        RESOURCES PENSION SHARES 5, L.P.

                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                Year ended December 31,
                                                                ---------------------------------------------------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS                                                       1999              1998              1997
                                                                ---------------   ---------------   ---------------


<S>                                                             <C>               <C>               <C>
Cash flows from operating activities

      Net (loss) income                                         $    (1,149,261)  $    10,339,470   $     4,033,448

      Adjustments to reconcile net (loss) income to net
         Cash provided by operating activities
             Recovery of loan losses                                      -                 -              (721,946)
             Depreciation and amortization                              229,412           227,793           234,259
             Provision for impairment, net                            2,379,330             -                 -
             Interest earned on Xerox loan                                -                 -              (400,000)
             Amortization of loan origination and
                acquisition fees                                        (32,624)           (9,224)          119,919
             Loss on disposition of real estate                           -                28,156             -
             Stepped lease rentals                                       12,202            31,460           (63,245)

      Changes in operating assets and liabilities
         Other assets                                                   (61,145)           70,854             6,437
         Interest receivable - mortgage loans                               711            20,761           147,882
         Accounts payable and accrued expenses                          (42,541)         (579,634)          111,118
         Other liabilities                                                -              (166,834)          165,388
         Due to affiliates                                                5,227          (212,952)           96,809
                                                                ---------------   ---------------   ---------------

                 Net cash provided by operating activities            1,341,311         9,749,850         3,730,069
                                                                ---------------   ---------------   ---------------


Cash flows from investing activities

      Investments in mortgage loans                                       -                 -            (8,500,000)
      Proceeds from disposition of real estate                            -             1,456,844
      Mortgage loan repayments received                                  97,905        12,926,153        12,695,141
      Loan origination fees received                                      -                                 113,750
      Additions to real estate                                          (64,726)          (44,064)         (159,972)
                                                                ---------------   ---------------   ---------------

                 Net cash provided by investing activities               33,179        14,338,933         4,148,919
                                                                ---------------   ---------------   ---------------

Cash flows from financing activities

      Distributions to partners                                           -           (36,386,903)       (2,529,264)
                                                                ---------------   ---------------   ---------------

Net increase (decrease) in cash and
      cash equivalents                                                1,374,490       (12,298,120)        5,349,724

Cash and cash equivalents, beginning of year                          3,427,496        15,725,616         0,375,892
                                                                ---------------   ---------------   ---------------

Cash and cash equivalents, end of year                          $     4,801,986   $     3,427,496   $    15,725,616
                                                                ===============   ===============   ===============
</TABLE>





                                     F - 5
<PAGE>


STATEMENTS OF CASH FLOWS (continued)


SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES

On September 30, 1997 the Partnership received a deed-in-lieu of foreclosure on
the property underlying the Xerox loan. At that date, the Xerox loan (which was
accounted for under the investment method) had a carrying value of $1,100,000
and the property had an estimated net realizable value of $1,500,000.
Accordingly, the Partnership reduced its investments in mortgage loans by the
carrying value of the Xerox loan, recorded an addition to real estate for the
estimated net realizable value of the underlying property which resulted in
mortgage loan interest income of $400,000.



                                     F - 6
<PAGE>



                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


1     ORGANIZATION

      Resources Pension Shares 5, L.P., a Delaware limited partnership (the
      "Partnership"), was formed under the Delaware Revised Uniform Limited
      Partnership Act on February 11, 1986 for the purpose of investing
      primarily in participating mortgage loans and, to a lesser extent, land
      sale-leaseback transactions on improved, income-producing real estate. The
      Partnership will terminate on December 31, 2010, or sooner, in accordance
      with the terms of the Amended and Restated Agreement of Limited
      Partnership (the "Limited Partnership Agreement").

      The Partnership registered 16,000,000 units of limited partnership
      interests at $10 per unit with the Securities and Exchange Commission,
      6,000,000 of which were for the Partnership's Reinvestment Plan. On
      February 12, 1988, the Partnership terminated its offering of limited
      partnership units, having raised $56,907,425 from approximately 5,800
      investors (including $699,565 from limited partnership units issued
      pursuant to the Reinvestment Plan). After the payment of a nonaccountable
      expense reimbursement to the Administrative General Partner, the
      Partnership had approximately $54,238,000, including evaluation and
      acquisition fees paid or payable to the Administrative General Partner,
      available for investment and reserves.

      Limited partners' units were issued at a stated value of $10 per unit. A
      total of 5,690,843 units of limited partnership were issued, including 100
      units to the initial limited partner, for an aggregate capital
      contribution of $56,908,426. The General Partners collectively contributed
      $1,000 to the Partnership.

2     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Investments in mortgage loans

      The Partnership accounts for its investments in mortgage loans under the
      following methods:

          Investment method

          Mortgage loans representing transactions in which the Partnership is
          considered to have substantially the same risks and potential rewards
          as the borrower are accounted for as investments in real estate rather
          than as loans. Although the transactions are structured as loans, due
          to the terms of the deferred interest portion of the mortgage loan, it
          is not readily determinable at inception that the borrower will
          continue to maintain a minimum investment in the property. Under this
          method of accounting, the Partnership recognizes as revenue the lesser
          of the amount of interest as contractually provided for in the
          mortgage loan, or the pro rata share of the actual cash flow from
          operations of the underlying property inclusive of depreciation and
          interest expense on any senior indebtedness.

          Interest method

          Under this method of accounting, the Partnership recognizes revenue as
          interest income over the term of the mortgage loan so as to produce a
          constant periodic rate of return. Interest income is not recognized as
          revenue during periods where there are concerns about the ultimate
          realization of the interest or the loan principal.



                                     F - 7
<PAGE>



                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


2     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      Loan origination and acquisition fees

      Fees received and costs associated with the funding of mortgage loans are
      included in investments in mortgage loans and amortized over the term of
      the mortgage. Amortization is included in interest income.

      Allowance for loan losses

      A provision for loan losses is established based upon a periodic review of
      each of the mortgage loans in the Partnership's portfolio. In performing
      this review, management considers the estimated net realizable value of
      the mortgage loan or collateral as well as other factors, such as the
      current occupancy, the amount and status of any senior debt, the prospects
      for the property and the economic situation in the region where the
      property is located. Because this determination of net realizable value is
      based upon projections of future economic events which are inherently
      subjective, the amounts ultimately realized at disposition may differ
      materially from the carrying value at each year-end. Accordingly, the
      Partnership may provide additional losses in subsequent years and such
      provisions could be material.

      Write-down for impairment

      The Partnership provides write-downs for impairment based upon a periodic
      review of the real estate in its portfolio. Real estate property is
      carried at the lower of depreciated cost or estimated fair value. In
      performing this review, management considers the estimated fair value of
      the property based upon the undiscounted future cash flows, as well as
      other factors, such as the current occupancy, the prospects for the
      property and the economic situation in the region where the property is
      located. Because this determination of estimated fair value is based upon
      projections of future economic events which are inherently subjective, the
      amounts ultimately realized at disposition may differ materially from the
      carrying value at each year-end. Accordingly, the Partnership may record
      additional write-downs in subsequent years and such write-downs could be
      material.

      Depreciation

      Depreciation on properties acquired by the Partnership as a result of a
      loan default is computed using the straight-line method over the useful
      life of the property, which is estimated to be 40 years. The initial cost
      of property represents the lower of the loan principal or the fair market
      value of the property at the time of acquisition. Repairs and maintenance
      are charged to operations as incurred.

      Financial statements

      The financial statements include only those assets, liabilities and
      results of operations that relate to the business of the Partnership.



                                     F - 8
<PAGE>



                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


2     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      Cash and cash equivalents

      For the purpose of the statements of cash flows, the Partnership considers
      all short-term investments, which have original maturities of three months
      or less, to be cash equivalents.

      Principally all of the Partnership's cash and cash equivalents are held at
      one financial institution.

      Fair value of financial instruments

      The fair value of financial instruments is determined by reference to
      market data and other valuation techniques as appropriate. The
      Partnership's financial instruments include cash and cash equivalents and
      investments in mortgage loans. Unless otherwise disclosed, the fair value
      of financial instruments approximates their recorded values.

      Net income (loss) and distributions per unit of limited partnership
      interest

      Net income (loss) and distributions per unit of limited partnership
      interest are computed based upon the average number of outstanding units
      (5,690,843) for the year.

      Income taxes

      No provisions have been made for federal, state and local income taxes,
      since they are the personal responsibility of the partners.

      The income tax returns of the Partnership are subject to examination by
      federal, state and local taxing authorities. Such examinations could
      result in adjustments to Partnership income or losses, which changes could
      affect the income tax liability of the individual partners.

      Reclassifications

      Certain reclassifications have been made to the financial statements shown
      for the prior years in order to conform to the current year's
      classifications.

      Estimates

      The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosures of contingent assets and liabilities at the date of the
      financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.



                                     F - 9
<PAGE>



                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


3     CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES

      The Investment General Partner of the Partnership, Resources Pension
      Advisory Corp., and the Administrative General Partner, Resources Capital
      Corp., were, until November 3, 1994, wholly owned subsidiaries of
      Integrated Resources, Inc. ("Integrated"). On November 3, 1994, as a
      result of the consummation of the reorganization plan relating to
      Integrated's bankruptcy, indirect ownership of the Investment General
      Partner and the Administrative General Partner was purchased by Presidio
      Capital Corp. ("Presidio"). As of February 28, 1995, the Associate General
      Partner of the Partnership is Presidio AGP Corp. ("Presidio AGP"), a
      wholly owned subsidiary of Presidio, which replaced Richard Ader, a former
      executive officer of Integrated. The General Partners and certain
      affiliates of the General Partners, are general partners in several other
      limited partnerships which are also affiliated with Presidio, and which
      are engaged in businesses that are, or may be in the future, in direct
      competition with the Partnership. The Investment General Partner,
      Administrative General Partner and Associate General Partner are
      collectively referred to as the "General Partners."

      Subject to the rights of the Limited Partners under the Limited
      Partnership Agreement, Presidio controls the Partnership through its
      indirect ownership of the General Partners. On August 28, 1997, an
      affiliate of NorthStar Capital Partners acquired all of the Class B shares
      of Presidio. This acquisition, when aggregated with previous acquisitions,
      caused NorthStar Capital Partners to acquire indirect control of the
      General Partners. Effective July 31, 1998, Presidio is indirectly
      controlled by NorthStar Capital Investment Corp. ("NorthStar"), a Maryland
      Corporation.

      Presidio was party to an Administrative Services Agreement with Wexford
      Management LLC ("Wexford") pursuant to which Wexford was responsible for
      the day-to-day management of Presidio and among other things, had
      authority to designate directors of the General Partners.

      On November 2, 1997, the Administrative Services Agreement with Wexford
      expired. Effective November 3, 1997, Wexford and Presidio entered into a
      new Administrative Services Agreement (the "ASA"), which expired on May 3,
      1998. Under the terms of the ASA, Wexford provided consulting and
      administrative services to Presidio and its affiliates, including the
      General Partners and the Partnership. Presidio also entered into a
      management agreement with NorthStar Presidio Management Company, LLC
      ("NorthStar Presidio"). Under the terms of the management agreement,
      NorthStar Presidio provided the day-to-day management of Presidio and its
      direct and indirect subsidiaries and affiliates. During the years ended
      December 31, 1999 and 1998 amounts paid to NorthStar Presidio for
      administrative services rendered aggregated $39,068 and $21,869,
      respectively.

      Effective November 3, 1997, the officers and employees of Wexford that had
      served as officers and/or directors of the General Partners tendered their
      resignations. On the same date, the Board of Directors of Presidio
      appointed new individuals to serve as officers and/or directors of the
      General Partners.



                                     F - 10
<PAGE>



                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


3     CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (continued)

      On October 21, 1999, Presidio entered into a new Services Agreement with
      AP-PCC III, L.P. (the "Agent") pursuant to which the Agent was retained to
      provide asset management and investor relation services to the Partnership
      and other entities affiliated with the Partnership.

      As a result of this agreement, the Agent has the duty to direct the day to
      day affairs of the Partnership, including, without limitation, reviewing
      and analyzing potential sale, financing or restructuring proposals
      regarding the Partnership's assets, preparation of all reports,
      maintaining Partnership records and maintaining bank accounts of the
      Partnership. The Agent is not permitted, however, without the consent of
      Presidio, or as otherwise required under the terms of the Limited
      Partnership Agreement to, among other things, cause the Partnership to
      sell or acquire an asset or file for bankruptcy.

      In order to facilitate the Agent's provision of asset management services
      and the investor relation services, effective October 25, 1999, the
      officers and directors of the General Partners resigned and nominees of
      the Agent were elected as the officers and directors of the General
      Partners. The Agent is an affiliate of Winthrop Financial Associates, a
      Boston based company that provides asset management services, investor
      relation services and property management services to over 150 limited
      partnerships which own commercial property and other assets. The General
      Partners do not believe this transaction will have a material effect on
      the operations of the Partnership.

      For management of the affairs of the Partnership, the Administrative
      General Partner is entitled to receive a management fee equal to 1.25% per
      annum of the average month-end net asset value of the Partnership for the
      first four years after the initial closing date; 1.5% for the next six
      years; and 1.75% thereafter. For the years ended December 31, 1999, 1998
      and 1997, the Administrative General Partner earned $412,157, $604,275 and
      $847,690, respectively, for its management services. Amounts due to the
      Administrative General Partner at December 31, 1999 and 1998, for
      management services amounted to $106,000 and $99,243, respectively, and is
      included in due to affiliates.

      For the servicing of mortgage loans made by the Partnership, the
      Investment General Partner is entitled to receive a mortgage-servicing fee
      of 1/4 of 1% per annum of the principal balances loaned. During the years
      ended December 31, 1999, 1998 and 1997, the Investment General Partner
      earned $31,170, $47,144 and $65,122, respectively, for mortgage servicing
      fees. Amounts due to the Investment General Partner at December 31, 1999
      and 1998, for mortgage servicing fees amounted to $7,800 and $9,330,
      respectively, and are included in due to affiliates.

      The Partnership entered into a supervisory management agreement with
      Resources Supervisory Management Corp. ("RSMC"), an affiliate of the
      General Partners, to perform certain functions relating to supervising the
      management of the Groton property. As such, RSMC is entitled to receive as
      compensation for its supervisory management services, the greater of 6% of
      annual gross revenues from the Groton property when leasing services are
      performed or 3% of gross revenue when no leasing services are performed.
      RSMC has entered into an agreement with an unaffiliated local management
      company to perform such services on behalf of the Partnership. The terms
      of this agreement are substantially the same as the agreement entered into
      between the Partnership and RSMC. There was no supervisory management fee
      earned by RSMC for the years ended December 31, 1999, 1998 and 1997.
      Management fees earned by the unaffiliated local management company
      amounted to $49,583, $60,920 and $61,203 for the years ended December 31,
      1999, 1998 and 1997, respectively.



                                     F - 11
<PAGE>



                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


3     CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (continued)

      The General Partners collectively are allocated 1% of net income, loss and
      cash flow distributions of the Partnership. Such amounts allocated or
      distributed to the General Partners are apportioned .98% to the
      Administrative General Partner, .01% to the Investment General Partner and
      .01% to the Associate General Partner.

      As of December 31, 1999 and 1998, affiliates of Presidio have acquired
      1,413,256.475 units of limited partnership interest of the Partnership.
      These units represent approximately 24.8% of the issued and outstanding
      limited partnership units, and entitled the purchaser to approximately $0
      and $8,690,973 in distributions for the year ended December 31, 1999 and
      1998.

4     INVESTMENTS IN MORTGAGE LOANS

      As of December 31, 1999, the Partnership had three outstanding first
      mortgage loans representing an aggregate mortgage amount advanced of
      $12,700,000. During 1999 the Partnership was repaid the remaining balance
      on one of its loans (the DVL note). During 1998, the Partnership was
      repaid its entire outstanding balance on two of its mortgage loans (Bank
      of California Loan and Avon Market Center Loan). During 1997, the
      Partnership was repaid its entire outstanding balance on one of its
      mortgage investments (Medford Village Loan); received a property in lieu
      of foreclosure which was subsequently sold for net proceeds of $3,213,908
      (Santa Ana Square Loan); acquired a property in lieu of foreclosure which
      the Partnership sold during 1998 (Xerox Loan); and funded two additional
      mortgage loans (DVL Loan and Oliveye Loan).

      A discussion of these events, as well as a description of the
      Partnership's other mortgage investments is described below.

      Bank of California Loan

      The Bank of California Loan, in the original principal amount of
      $8,500,000 ("Wrap Loan"), was secured by, among other things, the interest
      of Gum Loong Limited Partnership ("Gum Loong") in the land located in
      downtown Seattle, Washington underlying a building commonly known as The
      Bank of California Building (the "Building"). The land was subject to a
      long-term ground lease (the "Ground Lease"). Concurrently with the closing
      of the Wrap Loan, Gum Loong acquired the lessor's interest under the
      Ground Lease and Continental Seattle Partners, L.P. ("CSP"), a partnership
      related to Gum Loong, acquired the lessee's interest under the Ground
      Lease. CSP also acquired the lessor's interest under a master (net)
      sublease with The Bank of California for a substantial portion of the
      Building. Anchor National Life Insurance Company ("Anchor") held a first
      mortgage on the land ("Land Loan") in the principal amount of $8,000,000.
      Under the provisions of the Wrap Loan, Gum Loong was required to make the
      payments required under both the Land Loan and the Wrap Loan to the
      Partnership on a monthly basis. The Partnership, in turn, then paid Anchor
      the amounts due under the Land Loan on a monthly basis.



                                     F - 12
<PAGE>



                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


4     INVESTMENTS IN MORTGAGE LOANS (continued)

      Bank of California Loan (continued)

      The Wrap Loan was secured by a Wraparound Deed of Trust, Security
      Agreement, Financing Statement and Assignment of Lessor's Interest in
      Ground Lease dated May 5, 1988 in the amount of $16,500,000, between the
      Partnership and Gum Loong. The Building was encumbered by a loan
      ("Building Loan"), which matured on March 26, 1992, between The Bank of
      Tokyo Trust Company (Seattle Branch) ("BOT") and CSP, in the principal
      amount of $48,000,000, secured by a first mortgage on the Building and a
      third mortgage on the land. Gum Loong also guaranteed this loan. The
      Partnership's collateral for the Wrap Loan was the land, the lessor's
      interest in the Ground Lease and subject to the Ground Lease, BOT's lien,
      the Building, the rents and profit and proceeds therefrom.

      On January 31, 1994, a Proof of Claim was filed in connection with the Gum
      Loong Bankruptcy by the Partnership as it related to amounts due under the
      Wrap Loan, including principal, interest and other amounts due. On January
      6, 1995, a Proof of Claim was filed in connection with the CSP bankruptcy
      by the Partnership for a contingent and unliquidated claim under the Wrap
      Loan. Despite the bankruptcy filings by both Gum Loong and CSP, the
      Partnership had not provided for an allowance for loan loss on this loan.
      The Partnership believed that the collateral for the Wrap Loan, the land
      as encumbered by the Ground Lease, was of sufficient value to realize the
      amount due under the Wrap Loan. If BOT exercised its option to purchase
      the land, it would have been required, as a condition of such exercise, to
      cure any defaults by Gum Loong.

      After extended confirmation hearings on BOT's proposed plans, the
      Bankruptcy Court approved the revised Fifth Amended Plan in September
      1995. As part of the approved plan, in September 1995, approximately
      $335,000 was paid to the Partnership. This amount consisted of
      approximately $266,000 of interest payments due the Partnership, which
      resulted from two missed interest payments in 1993, and late charges and
      interest related to these payments of approximately $69,000.

      The approved plan called for, among other things, a Bankruptcy Court
      appointed liquidating agent to manage the Building securing the Wrap Loan
      and to pay the installments due the Partnership. The liquidating agent was
      also required to sell the Building by June 1998 in a sale that must have
      been approved by the Bankruptcy Court and to which the Partnership may
      object, or at a court approved auction in which the Partnership could bid.
      In connection with the plan of reorganization, in September 1996, the
      Partnership was reimbursed $216,000 for legal expenses relating to the
      bankruptcy.

      In June 1998, the Bankruptcy Court approved settlement of the Wrap Loan in
      its entirety. At that time, the net carrying value of the Wrap Loan on the
      Partnership's books was $8,500,000. The Partnership received the full
      contractual amount of $16,955,560, of which $8,500,000 was applied towards
      principal and $8,455,560 applied to interest income.



                                     F - 13
<PAGE>



                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


4     INVESTMENTS IN MORTGAGE LOANS (continued)

      Avon Market Center Loan

      On March 19, 1993, the Partnership funded a first mortgage loan in the
      principal amount of $3,750,000 at an annual interest rate of 8.35%,
      payable in monthly installments of principal and interest (based on a
      35-year amortization schedule). The loan was for a period of ten years,
      may not have been prepaid during its first two years and may have been
      prepaid thereafter without penalty. The loan did not provide for any
      accrued or contingent interest. The Partnership received a non-refundable
      origination fee in the amount of $35,500 along with a non-refundable
      application fee of $2,000. The loan was secured by a shopping center
      located in Eagle County, Colorado that consists of approximately 70,211
      square feet of net rentable area and parking for approximately 352
      automobiles. The shopping center's major tenant is a Wal-Mart Discount
      Store, which occupies 53,318 square feet of retail space. There is also a
      separate retail center, which consists of 16,893 square feet of retail
      space. The shopping center is located in the commercial area of the town
      of Avon, which is located close to Beaver Creek, a well-known ski resort.
      This development serves as a convenience-center for the neighboring
      communities as well as the near-by resorts, including Vail.

      On June 3, 1998, the loan was prepaid in its entirety. The Partnership
      received $3,694,492 of which $3,638,804 was applied towards principal and
      $55,688 to interest.

      Lionmark Corporate Center Loan

      On June 15, 1993, the Partnership funded a first mortgage loan in the
      principal amount of $4,000,000 at an annual interest rate of 8.5%, payable
      in monthly installments of principal and interest (based on a 35-year
      amortization schedule). The loan is for a ten-year period and may not be
      prepaid during the first two years and may be prepaid thereafter without
      penalty. The loan is with recourse to principals of the borrower if at any
      time the borrower files a petition under the United States Bankruptcy
      Code. The loan is secured by a one-story, campus type office or flexible
      use building, which is part of a larger office park. The building is
      located in Columbus, Ohio and consists of approximately 79,000 square feet
      of net rentable area and parking for approximately 357 automobiles. The
      office building's major tenants include Star Bank Services, GDE Systems,
      Inc. and TransAmerica. In connection with issuing the commitment, the
      Partnership received application and commitment fees aggregating $40,000.

      DVL Loan

      On February 28, 1997, the Partnership funded a Negotiable Promissory Note
      (the "Note") to DVL, Inc. ("DVL"), in the principal amount of $2,000,000
      at an annual interest rate of 12% with interest payable monthly. In
      addition, the Partnership was entitled to receive payments equal to DVL's
      excess cash flow (as defined) from the mortgages underlying DVL's
      collateral assignment, which was to be applied as a reduction of
      principal. The Note was to mature on February 27, 2000 and was able to be
      prepaid during the first two years. The Note was secured by (among other
      things) a collateral assignment of DVL's interest in certain promissory
      notes payable to DVL.



                                     F - 14
<PAGE>



                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


4     INVESTMENTS IN MORTGAGE LOANS (continued)

      DVL Loan (continued)

      On July 30, 1997, DVL sold one of the properties underlying the Note and
      made a $1,075,000 prepayment to the Partnership. Approximately $1,032,000
      of the prepayment was applied towards the principal balance of the Note
      and the remainder was applied to interest.

      On April 1, 1998, DVL sold another one of the properties underlying the
      Note and made a $500,000 prepayment to the Partnership. $467,787 was
      applied towards the principal balance of the Note and the remainder was
      applied to interest and yield maintenance fee.

      In January 1999, the balance of the DVL Note was repaid in its entirety.

      Medford Village Loan

      On July 25, 1995, the Partnership purchased a first mortgage loan in the
      principal amount of $8,612,500 for approximately $8,700,000 in cash. In
      addition, the Partnership incurred $45,469 of consulting fees with respect
      to this loan. The loan had a floating interest rate, capped at 10%, based
      on the Eurodollar rate for each quarterly interest period plus 280 basis
      points. The loan was payable in quarterly installments of principal and
      interest, maturing on April 22, 1998, with a balloon payment of
      $7,737,500, plus any accrued interest due. The borrower had the right to
      two, one year extensions for a fee of $23,500 each year, provided the loan
      to value ratio at the time did not exceed 60%. The loan was collateralized
      by a guarantee from the borrower's principals, should the borrower have
      defaulted, and was secured by a 121,660 square foot shopping center known
      as the Medford Village Outlet Center located in Medford, Minnesota.

      On June 30, 1997, the Medford loan was repaid in its entirety. The
      Partnership received $8,129,181 of which $8,000,000 was applied towards
      the principal balance of the loan and the remainder was applied to
      interest.

      Santa Ana Square Loan

      On March 15, 1988, the Partnership funded a first mortgage loan in the
      principal amount of $2,600,000 at an annual interest rate of 10.91%.
      Payments were due based upon a payment schedule, which required monthly
      payments ranging from $6,250 and increasing to $23,750. Interest, which
      was in excess of amounts received, was deferred and added to the principal
      balance for purposes of computing interest. This loan matured during March
      1997.

      As a result of an economic decline in the surrounding area, the tenancy at
      the Santa Ana Shopping Center had been slowly shifting from regional,
      credit tenants to local, non-credit tenants. Consequently, although the
      cash flow from the operation of the center had not declined, its value had
      been eroded due to the shift in tenancy. During 1996, management performed
      cash flow projections and analyzed data regarding sales of comparable
      centers in order to estimate the fair value of the center for the purpose
      of valuing the loan. Based upon analysis of the projected cash flow from
      the center using a 13% capitalization rate and market comparables
      indicating a value of approximately $78 per square foot, the fair value of
      the center was estimated to be approximately



                                     F - 15
<PAGE>



                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


4     INVESTMENTS IN MORTGAGE LOANS (continued)

      Santa Ana Square Loan (continued)

      $2,500,000. The net carrying value of the loan at that time was
      $4,047,830, necessitating a provision of $1,547,830 which was recorded by
      the Partnership during 1996. Additionally, the Partnership ceased accruing
      interest on this loan.

      On April 10, 1997 the Partnership entered into a settlement agreement with
      the Santa Ana borrower in which, among other things, the borrower gave the
      Partnership a deed-in-lieu of foreclosure on the property. On April 30,
      1997 the Partnership sold this property for net proceeds of $3,213,908.
      The net carrying value of the Santa Ana loan at that time was $2,491,962,
      necessitating a recovery of loan losses of $721,946.

      Xerox Loan

      The Xerox loan was originally a $1,100,000 first mortgage loan, which was
      secured by an office building located in Arlington, Texas. In March 1997,
      the Xerox loan matured in accordance with its terms. On September 30,
      1997, the Partnership received a deed-in-lieu of foreclosure on the
      property underlying this loan. At that date, the Xerox loan had a carrying
      value of $1,100,000 (this loan was accounted for under the investment
      method) and the underlying property had an estimated net realizable value
      of $1,500,000. Accordingly, the Partnership reduced its investments in
      mortgage loans by the carrying value of the Xerox loan and recorded an
      addition to real estate for the fair market value of the underlying
      property, which resulted in recognition of interest income for amounts
      previously deferred in the amount of $400,000.

      On March 10, 1998, the Partnership sold this property for $1,550,000,
      exclusive of closing costs of approximately $93,000. At that time the
      property had a net carrying value of $1,485,000, resulting in a loss on
      the disposition of the property of approximately $28,000.

      Oliveye Loan

      On October 31, 1997, the Partnership funded a first mortgage loan to
      Oliveye Hotel Limited Partnership in the principal amount of $6,500,000.
      The loan has an annual interest rate of 11% and is payable monthly. The
      loan is secured by the Crowne Plaza Hotel located in Cincinnati, Ohio, and
      matures in October 2000. In connection with the funding of this loan, the
      Partnership received $113,750 in loan origination fees.



                                     F - 16
<PAGE>



                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


4     INVESTMENTS IN MORTGAGE LOANS (continued)

      Information with respect to the Partnership's investments in mortgage
      loans is summarized below:

<TABLE>
<CAPTION>
                                                                                                                      Interest
                                         Interest Rate                                           Mortgage            Recognized
                             ---------------------------------------        Maturity              Amount               Dec. 31,
Description                       Current %            Accrued %              Date               Advanced               1999
---------------              ------------------   ------------------   ------------------   ------------------   ------------------

<S>                          <C>                  <C>                  <C>                  <C>                  <C>
Shopping Centers
----------------

Lucky Supermarket
Buena Park, CA (4)                   8.41-10.00             1.82 - 0             May 2005            2,200,000              221,539

DVL, Inc. (3)                             12.00                    -        February 2000            2,000,000                -

Hotel
-----

Crowne Plaza Hotel (3)

Cincinnati, Ohio                          11.00                    -         October 2000            6,500,000              747,914

Office Buildings
----------------

Lionmark Corp. Ctr.

Columbus, OH (3)                            8.5                    -            June 2003            4,000,000              327,634
                                                                                            ------------------   ------------------

                                                                                            $       14,700,000   $        1,297,087
                                                                                            ==================   ==================


<CAPTION>
                                 Contractual           Carrying            Carrying
                                   Balance               Value               Value
                                   Dec. 31,             Dec. 31,            Dec. 31,
Description                        1999 (2)             1999 (1)            1998 (1)
---------------              ------------------   ------------------   ------------------

<S>                          <C>                  <C>                  <C>
Shopping Centers
----------------

Lucky Supermarket
Buena Park, CA (4)                    2,549,161            2,228,670            2,233,963

DVL, Inc. (3)                             -                    -                   13,267

Hotel
-----

Crowne Plaza Hotel (3)

Cincinnati, Ohio                      6,397,682            6,397,682            6,413,761

Office Buildings
----------------

Lionmark Corp. Ctr.

Columbus, OH (3)                      3,840,261            3,840,261            3,870,903
                             ------------------   ------------------   ------------------

                             $       12,787,104   $       12,466,613   $       12,531,894
                             ==================   ==================   ==================
</TABLE>



    1.  The carrying values of the above mortgage loans are inclusive of
        acquisition fees, accrued interest recognized, loan origination fees and
        allowance for loan losses.
    2.  The contractual balance represents the original mortgage amount advanced
        plus accrued interest calculated in accordance with the loan agreements,
        less principal amortization received.
    3.  These loans are accounted for under the interest method.
    4.  This loan is accounted for under the investment method.



                                     F - 17
<PAGE>



                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


4     INVESTMENTS IN MORTGAGE LOANS (continued)

      A summary of mortgage activity is as follows:

<TABLE>
<CAPTION>
                                                           Investment          Interest
                                                             Method             Method               Total
                                                       -----------------   -----------------   -----------------

<S>                                                    <C>                 <C>                 <C>
         Balance, January 1, 1997                      $      11,919,838   $      18,335,849   $      30,255,687

         Investments in mortgage loans                             -               8,500,000           8,500,000
         Interest recognized                                   2,010,754           1,256,734           3,267,488
         Amortization of loan principal                            -                (449,565)           (449,565)
         Recovery of provision for loan losses                     -                 721,946             721,946
         Loan payoffs/foreclosure                             (1,500,000)         (3,213,908)         (4,713,908)
         Loan origination fees received                            -                (113,750)           (113,750)
         Cash received inclusive of
           current interest accruals                          (1,667,936)        (10,351,139)        (12,019,075)
                                                       -----------------   -----------------   -----------------

         Balance, December 31, 1997                           10,762,656          14,686,167          25,448,823

         Interest recognized                                   9,318,505           1,265,080          10,583,585
         Amortization of loan principal                            -                (319,562)           (319,562)
         Cash received inclusive of
           current interest accruals                         (17,847,198)         (5,333,754)        (23,180,952)
                                                       -----------------   -----------------   -----------------

         Balance, December 31, 1998                            2,233,963          10,297,931          12,531,894

         Interest recognized                                     221,539           1,075,548           1,297,087
         Amortization of loan principal                            -                 (84,638)            (84,638)
         Cash received inclusive of
           current interest accruals                            (226,832)         (1,050,898)         (1,277,730)
                                                       -----------------   -----------------   -----------------

         Balance, December 31, 1999                    $       2,228,670   $      10,237,943   $      12,466,613
                                                       =================   =================   =================
</TABLE>





                                     F - 18
<PAGE>



                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


5     REAL ESTATE - NET

      A summary of the Partnership's real estate is as follows:

                                                            December 31,
                                                   ---------------------------

                                                       1999           1998
                                                   ------------   ------------

         Land                                      $  2,460,000   $  2,460,000
         Buildings and improvements                   8,090,952      8,026,226
                                                   ------------   ------------
                                                     10,550,952     10,486,226
         Less accumulated depreciation               (1,254,705)    (1,044,721)
         Less impairment reserve                     (4,680,933)    (1,860,000)
                                                   ------------   ------------

                                                   $  4,615,314   $  7,581,505
                                                   ============   ============
      Landover, Maryland

      On December 21, 1992 the Investment General Partner, on behalf of the
      Partnership, foreclosed on the property securing the Garfinkel's loan. At
      the foreclosure sale, the Partnership acquired the property for a bid of
      $3,200,000. In addition, in June 1993, the Partnership paid $84,404 for
      costs associated with the foreclosure. Such costs have been capitalized as
      real estate assets and are being depreciated over the estimated useful
      life of the property.

      The Partnership paid real estate taxes for this property during the years
      ended December 31, 1999, 1998 and 1997 in the amounts of $6,594, $39,135
      and $44,024, respectively. Such amounts are included in operating expenses
      - real estate in the statements of income.

      On January 27, 1992, the Partnership received $450,000 from the former
      property owner in exchange for a release of a personal guarantee in which
      the former property owner was obligated to reimburse the Partnership for
      asbestos removal up to a maximum of $500,000. The receipt of these funds
      was recorded as a liability on the Partnership's balance sheet. Since that
      time, $8,396 was paid for remedial cleaning in connection with the
      asbestos removal and the unexpended asbestos reserve aggregated $441,604.
      The Partnership does not presently plan to commence removal of the
      asbestos until a purchaser or tenant for the property is identified.

      The Garfinkel's property has been vacant since the foreclosure by the
      Partnership. Based upon the continued vacancy and the Partnership's
      inability to lease or sell the property as well as potential costs to
      upgrade the property into condition to sell, during 1999 the Partnership
      recorded a provision for impairment in the amount of $2,379,330, which
      represented the entire carrying value of the property, net of the
      unexpended asbestos reserve in the amount of $441,604.

      Groton, Connecticut

      The Groton loan, in the original principal amount of $8,000,000, was
      collateralized by a shopping center in Groton, Connecticut. On September
      20, 1991, Groton Associates, the borrower, filed a voluntary petition for
      reorganization pursuant to the provisions of Chapter 11 of the United
      States Bankruptcy Code.



                                     F - 19
<PAGE>



                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


5     REAL ESTATE - NET (continued)

      Groton, Connecticut (continued)

      The Investment General Partner, on behalf of the Partnership, obtained an
      order from the Bankruptcy Court on July 27, 1993 permitting it to proceed
      with a foreclosure against the property and directing Groton Associates to
      turn over all cash collateral and provide an accounting for rents. In
      addition, beginning with the rents due on August 1, 1993, the Partnership
      began to collect rents directly. The Partnership commenced a foreclosure
      action in Connecticut and on December 9, 1993 foreclosed on the shopping
      center.

      At the foreclosure, the estimated net realizable value of the shopping
      center was determined to be $6,500,000 based on the third party appraisal
      of the shopping center previously received by the Partnership. All
      reserves previously recorded on the loan were written off after the
      foreclosure and the remaining balance of $6,500,000 was transferred to
      real estate on the Partnership's balance sheet.

      At the time of foreclosure, occupancy at the shopping center was
      approximately 82%. The anticipated lease-up of the vacant space has not
      occurred as of December 31, 1999 resulting in lower than anticipated net
      operating income. In addition, management is currently investigating the
      potential cost to correct certain environmental violations at the shopping
      center.

6     PARTNERS' EQUITY

      The General Partners hold a 1% equity interest in the Partnership.
      However, at the inception of the Partnership, the General Partners' equity
      account was credited with only the actual capital contributed in cash,
      $1,000. The Partnership's management determined that this accounting did
      not appropriately reflect the Limited Partners' and the General Partners'
      relative participations in the Partnership's net assets, since it did not
      reflect the General Partners' 1% equity interest in the Partnership. The
      Partnership reallocated $541,390 (1% of the gross proceeds raised at the
      Partnership's formation) of the partners' equity to the General Partners'
      equity account. This reallocation was made retroactively as of the
      inception of the Partnership. The reallocation had no impact on the
      Partnership's financial position, results of operations, cash flows,
      distributions to partners, or the partners' tax basis capital accounts.




                                     F - 20
<PAGE>



                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


7     RECONCILIATION OF NET INCOME AND NET ASSETS PER FINANCIAL STATEMENTS TO
      TAX BASIS

      The Partnership recognizes interest income on all of its investments in
      mortgage loans for tax purposes using the interest method. For financial
      statement purposes mortgage loans accounted for under the investment
      method recognize income as described in Note 2.

      A reconciliation of net income per financial statements to the tax basis
      of accounting is as follows:

<TABLE>
<CAPTION>
                                                                            Year ended December 31,
                                                              ------------------------------------------------

                                                                   1999             1998              1997
                                                              -------------     -------------     -------------

<S>                                                           <C>               <C>               <C>
              Net income (loss) per financial statements      $  (1,149,261)    $  10,339,470     $   4,033,448

              Difference in recovery of loan losses                   -                 -              (721,946)

              Difference in income recognized on
                  mortgage investments                               14,004        (8,491,987)          (22,741)

              Difference in reserves                                  -                 -              (144,000)

              Provision for impairment, net                       2,379,330             -                 -

              Tax loss on disposition of real estate
                  in excess of financial statement                    -              (464,753)            -

              Tax write-off of loan in excess of
                  financial statement                                 -                 -              (933,092)

              Tax depreciation in excess of
                  financial statement depreciation                  (12,213)          (19,701)          (25,175)
                                                              -------------     -------------     -------------

              Net income per tax basis                        $   1,231,860     $   1,363,029     $   2,186,494
                                                              =============     =============     =============
</TABLE>



                                     F - 21
<PAGE>



                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


8     RECONCILIATION OF NET INCOME AND NET ASSETS PER FINANCIAL STATEMENTS TO
      TAX BASIS (continued)

      The differences between the Partnership's net assets per financial
      statements to the tax basis of accounting are as follows:


<TABLE>
<CAPTION>
                                                                                       December 31,
                                                                           -----------------------------------

                                                                                 1999                1998
                                                                           ---------------     ---------------

<S>                                                                        <C>                 <C>
              Net assets per financial statements                          $    21,886,684     $    23,035,945
              Deferred interest receivable                                         250,949             237,817
              Acquisition and origination fees                                      (4,522)             (5,395)
              Allowance for impairments                                          4,239,330           1,860,000
              Syndication costs                                                  2,669,697           2,669,697
              Cumulative tax depreciation in excess of
                  financial statement depreciation                                (127,412)           (115,199)
                                                                           ---------------     ---------------

              Net assets per tax basis                                     $    28,914,726     $    27,682,865
                                                                           ===============     ===============
</TABLE>




                                     F - 22
<PAGE>



                        RESOURCES PENSION SHARES 5, L.P.

                                                                     Schedule II


                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                                                                             Additions
                                                                   -----------------------------
                                                Balance at         Charged to         Charged                            Balance at
                                               Beginning of         Costs and         to Other                             End of
                Description                       Period            Expenses          Accounts         Deductions          Period
                ------------                   ------------       ------------      ------------      ------------      ------------

<S>                                            <C>                <C>               <C>               <C>               <C>
 YEAR ENDED DECEMBER 31, 1999

 Write-down for impairment:

 Landover Mall
       Landover, Maryland                      $      -           $  2,820,933 (C)  $      -          $      -          $  2,820,933

 Groton Shopping Center
       Groton, Connecticut                        1,860,000  (A)         -                 -                 -             1,860,000
                                               ------------       ------------      ------------      ------------      ------------

                                               $  1,860,000       $  2,820,933      $      -          $      -          $  4,680,933
                                               ============       ============      ============      ============      ============

 YEAR ENDED DECEMBER 31, 1998

 Write-down for impairment:

 Groton Shopping Center
       Groton, Connecticut                     $  1,860,000  (A)  $      -          $      -          $      -          $  1,860,000
                                               ============       ============      ============      ============      ============

 YEAR ENDED DECEMBER 31, 1997

 Write-down for impairment:

 Groton Shopping Center
       Groton, Connecticut                     $  1,860,000  (A)  $      -          $      -          $      -          $  1,860,000
                                               ============       ============      ============      ============      ============

 Allowance for loan losses:

 Santa Ana Loan
       Santa Ana, California                   $  1,547,830  (B)  $      -          $      -          $ (1,547,830) (B) $      -
                                               ============       ============      ============      ============      ============
</TABLE>




(A)      Represents a write-down for impairment on the Groton Shopping Center
         provided during 1995.
(B)      Represents a provision for loan losses on the Santa Ana Loan provided
         during 1996 which was reversed during 1997 upon receipt by the
         Partnership and subsequent sale of the property underlying the loan.
(C)      Represents a write-down for impairment on the Landover Mall provided
         during 1999.



                                     F - 23
<PAGE>



                        RESOURCES PENSION SHARES 5, L.P.

             Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                                                         COSTS CAPITALIZED
                                                                       INITIAL COST TO                     SUBSEQUENT TO
                                                                       PARTNERSHIP (1)                      ACQUISITION
                                                               -------------------------------     -------------------------------

                                                                                   BUILDINGS
                                                                                      AND                              CARRYING
                 DESCRIPTION                  ENCUMBRANCES          LAND         IMPROVEMENTS      IMPROVEMENTS          COSTS
                                             -------------     -------------     -------------     -------------     -------------

<S>                                          <C>               <C>               <C>               <C>               <C>
      LANDOVER MALL
      LANDOVER, MARYLAND                     $       -         $     640,000     $   2,560,000     $       -         $      84,404


      GROTON SHOPPING CENTER
      GROTON, CONNECTICUT                            -             1,820,000         4,680,000           766,548             -
                                             -------------     -------------     -------------     -------------     -------------


      TOTAL                                  $       -         $   2,460,000     $   7,240,000     $     766,548     $      84,404
                                             =============     =============     =============     =============     =============


<CAPTION>
                                                                       GROSS AMOUNT AT
                                                                          CLOSE OF
                                                                           PERIOD
                                             -------------------------------------------------------------------

                                                                 BUILDINGS        WRITE-DOWN
                                                                    AND              FOR
                 DESCRIPTION                     LAND          IMPROVEMENTS       IMPAIRMENT           TOTAL
                                             -------------     -------------     -------------     -------------

<S>                                          <C>               <C>               <C>               <C>
      LANDOVER MALL
      LANDOVER, MARYLAND                     $  640,000.00     $2,644,404.00     $2,820,933.00     $  463,471.00


      GROTON SHOPPING CENTER
      GROTON, CONNECTICUT                        1,820,000         5,446,548        (1,860,000)        5,406,548
                                             -------------     -------------     -------------     -------------


      TOTAL                                  $   2,460,000     $   8,090,952     $   4,680,933     $   5,870,019
                                             =============     =============     =============     =============

</TABLE>


<TABLE>
<CAPTION>
                                                                                             Year ended December 31,
                                                                          ---------------------------------------------------------

(A) RECONCILIATION OF REAL ESTATE OWNED                                       1999                    1998                 1997
                                                                          ------------            ------------         ------------

<S>                                                                       <C>                     <C>                  <C>
Balance at beginning of year                                              $  8,626,226            $ 10,082,162         $  8,422,190

      Dispositions                                                               -                  (1,500,000)               -
      Write down for impairment                                             (2,820,933)                  -                    -
                                                                          ------------            ------------         ------------

Additions during year:
      Building                                                                   -                       -                1,200,000
      Land                                                                       -                       -                  300,000
      Improvements                                                              64,726                  44,064              159,972
                                                                          ------------            ------------         ------------

Balance at end of year                                                    $  5,870,019            $  8,626,226         $ 10,082,162
                                                                          ============            ============         ============
</TABLE>



<TABLE>
<CAPTION>
                                                                                             Year ended December 31,
                                                                          ---------------------------------------------------------

(B) RECONCILIATION OF ACCUMULATED DEPRECIATION                                1999                    1998                 1997
                                                                          ------------            ------------         ------------

<S>                                                                       <C>                     <C>                  <C>
Balance at beginning of year                                              $  1,044,721            $    850,088         $    645,032

Additions during year

      Depreciation expense                                                     209,984                 209,633              205,056
      Dispositions                                                               -                     (15,000)               -
                                                                          ------------            ------------         ------------

Balance at end of year                                                    $  1,254,705            $  1,044,721         $    850,088
                                                                          ============            ============         ============
</TABLE>


(1) Aggregate cost for income tax purposes is $10,550,952.




                                     F - 24
<PAGE>



Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure

None




                                      II-7
<PAGE>




PART III

Item 10. Directors and Executive Officers of Registrant

Registrant has no officers or directors. The Administrative General Partner
manages and controls substantially all of Registrant's affairs and has general
responsibility and ultimate authority in all matters affecting its business. The
officers and directors of the Associate General Partner and the Investment
General Partner, in their respective capacities as such, do not devote any
material amount of their business time and attention to Registrant's affairs.
The names and positions held by the officers and directors of the Administrative
General Partner at May 1, 2000 are described below. The officers and directors
of the Associate General Partner and the Investment General Partner are the same
as the officers and directors of the Administrative General Partner.

                            Position Held with the      Has Served as a Director
Name                       Managing General Partner        or Officer Since
----                       ------------------------        ----------------

Michael L. Ashner      President and Director                   10-99

David G. King, Jr.     Vice President                           11-97

Peter Braverman        Vice President                           10-99

Lara K. Sweeney        Vice President and Secretary             10-99

Carolyn Tiffany        Vice President and Treasurer             10-99

      Michael L. Ashner, age 47, has been the Chief Executive Officer of
Winthrop Financial Associates, A Limited Partnership ("WFA") since January 15,
1996. From June 1994 until January 1996, Mr. Ashner was a Director, President
and Co-chairman of National Property Investors, Inc., a real estate investment
company "NPI"). Mr. Ashner was also a Director and executive officer of NPI
Property Management Corporation ("NPI Management") from April 1984 until January
1996. In addition, since 1981 Mr. Ashner has been President of Exeter Capital
Corporation, a firm that has organized and administered real estate limited
partnerships.

      David G. King, Jr., 37, has been a Vice President and Assistant Treasurer
of NorthStar Capital Investment Corp. since November 1997. He is also a Vice
President of the General Partner. For more than the previous five years he was a
Senior Vice President of Finance at Olympia & York Companies (USA).

      Peter Braverman, age 48, has been a Vice President of WFA since January
1996. From June 1995 until January 1996, Mr. Braverman was a Vice President of
NPI and NPI Management. From June 1991 until March 1994, Mr. Braverman was
President of the Braverman Group, a firm specializing in management consulting
for the real estate and construction industries. From 1988 to 1991, Mr.
Braverman was a Vice President and Assistant Secretary of Fischbach Corporation,
a publicly traded, international real estate and construction firm.

      Lara K. Sweeney, age 27, has been a Senior Vice President of WFA since
January 1996. Prior to joining WFA, Ms. Sweeney was an officer of NPI and NPI
Management in the asset management and investor relations departments.

      Carolyn Tiffany, age 33, has been employed with WFA since January 1993.
From 1993 to September 1995, Ms. Tiffany was a Senior Analyst and Associate in
WFA's accounting and asset management departments. From October 1995 to present
Ms. Tiffany was a Vice President in the asset management and investor relations
departments of WFA until December 1997, at which time she became the Chief
Operating Officer of WFA.

Each director and officer of the General Partner will hold office until the next
annual meeting of stockholders of the General Partner and until his successor is
elected and qualified.



                                     III-1
<PAGE>


One or more of the above persons are also directors or officers of a general
partner (or general partner of a general partner) of a number of limited
partnerships which either have a class of securities registered pursuant to
Section 12(g) of the Securities and Exchange Act of 1934, or are subject to the
reporting requirements of Section 15(d) of such Act.

There are no family relationships among the officers and directors of the
General Partners.

Item 11. Executive Compensation

Registrant is not required to and did not pay remuneration to the executive
officers and directors of the Administrative General Partner, the Investment
General Partner or the former Associate General Partner. Certain officers and
directors of the Investment General Partner and the Administrative General
Partner receive compensation from Presidio or its affiliates (but not from
Registrant) for services performed for various affiliated entities, which may
include services performed for Registrant; however, the Administrative and
Investment General Partners believe that any compensation attributable to
services performed for Registrant is not material. See Item 13, "Certain
Relationships and Related Transactions."

Item 12. Security Ownership of Certain Beneficial Owners and Management
                                                                          -

      (a)  Security Ownership of Certain Beneficial Owners.

      Except as set forth below, no person or group is known by the Registrant
to be the beneficial owner of more than 5% of the outstanding Units at March 1,
2000:

                                                Number of
      Name of Beneficial Owner                  Units owned         % of Class
      ------------------------                  -----------         ----------

      Presidio Partnership II Corp.(1)              552,505            7.64%
      Presidio Capital Investment Company LLC        69,732            1.23%
      Presidio RPS Acquisition Corp.(1)             860,751           15.13%

(1)   The principal business address of Presidio Partnership II Corp., Presidio
      Capital Investment Company LLC and Presidio RPD Acquisition Corp., all of
      which are affiliates of the General Partners, is 527 Madison Avenue, New
      York, New York 10022.

      (b)  Security Ownership of Management.

      Affiliates of Presidio own a total of 1,4982,988 Units representing
approximately 24% of the total outstanding Units. Neither Presidio, the General
Partners or their respective officers and directors own any Units.

      (c)  Changes in Control.

      There exists no arrangement known to the Registrant the operation of which
may at a subsequent date result in a change in control of the Registrant.



                                     III-2
<PAGE>



Item 13.    Certain Relationships and Related Transactions

During Registrant's fiscal year ended December 31, 1999, the General Partners
have earned or received compensation or payments for services from Registrant as
follows:

<TABLE>
<CAPTION>
                   Name of Recipient                        Capacity in Which Served                 Compensation

---------------------------------------------- ----------------------------------------------- --------------------------
<S>                                            <C>                                             <C>
Resources Capital Corp. (3)                    Administrative General Partner                  $        412,757 (1)

Resources Pension Advisory Corp. (3)           Investment General Partner                      $         31,170 (2)

Presidio AGP Corp. (3)                         Associate General Partner                       $          -
</TABLE>


(1)   This amount represents a fee for managing affairs of Registrant.

(2)   This amount represents a fee for servicing the mortgage loan portfolio of
      Registrant.

(3)   Pursuant to Registrant's Partnership Agreement, for the year ended
      December 31, 1999, the General Partners were allocated taxable loss as
      follows: $36,756 to the Administrative General Partner and $123 to each of
      the Investment and Associate General Partners.




                                     III-3
<PAGE>



PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)   The following documents are filed as part of this report:

      (1)   Financial Statements:  See Item 8.

      (2)   Financial Statement Schedules:  See Item 8.

      (3)   Exhibits:


3     Amended and Restated Certificate of Limited Partnership and Partnership
      Agreement, incorporated by reference to Exhibit A to Registrant's
      Prospectus dated May 15, 1986, filed pursuant to Rule 424(b) under the
      Securities Act of 1933 (File No. 33-3572).

10(a) Services Agreement incorporated by reference to Exhibit 10B to
      Registrant's Registration Statement (No. 33-3572).

10(b) Agreement with Associate General Partner incorporated by reference to
      Exhibit 10C to Registrant's Registration Statement (No. 33-3572).

10(c) Supervisory Management Agreement dated as of December 9, 1993 between
      Registrant and Resources Supervisory Management Corporation incorporated
      by reference to Registrant's Annual Report on Form 10-K for the year ended
      December 31, 1993.

10(d) Mortgage Note between M G Medford Limited Partnership and Tokyo Leasing
      (U.S.A.) Inc. dated as of April 22, 1993, purchased by Registrant on July
      12, 1995.

10(e) Negotiable Promissory Note between DVL, Inc. and Registrant, dated
      February 28, 1997.

10(f) Loan agreement between Oliveye Hotel Limited Partnership and Registrant,
      dated October 31, 1997.

(b)   Reports on Form 8-K filed during the last quarter of the fiscal year:

      Current Report on 8-K filed on November 2, 1999 with respect to an other
      event (Item 5)




                                      IV-1
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized on the 19th day of May 2000.

RESOURCES PENSION SHARES 5, L.P.

By:   RESOURCES CAPITAL CORP.
      Administrative General Partner

By:   /s/ Michael L. Ashner                                       June 2, 2000
      -------------------------
      Michael L. Ashner
      President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Registrant in their
capacities as directors and/or officers (with respect to the Administrative and
Investment General Partners) on the date indicated below.




     Signature                   Title                          Date
     ---------                   -----                          ----


/s/ Michael L. Ashner            Director and President         June 2, 2000
-------------------------
Michael L. Ashner

/s/ Carolyn Tiffany              Vice President and Treasurer   June 2, 2000
-------------------------
Carolyn Tiffany




<PAGE>




                                  EXHIBIT INDEX

                                                                           Page
Exhibits                                                                  Number

3     Amended and Restated Certificate of Limited Partnership and
      Partnership Agreement, incorporated by reference to Exhibit A to
      Registrant's Prospectus dated May 15, 1986, filed pursuant to
      Rule 424(b) under the Securities Act of 1933 (File No. 33-3572).

10(a) Services Agreement incorporated by reference to Exhibit 10B to
      Registrant's Registration Statement (No. 33-3572).

10(b) Agreement with Associate General Partner incorporated by
      reference to Exhibit 10C to Registrant's Registration Statement
      (No. 33-3572).

10(c) Supervisory Management Agreement dated as of December 9, 1993
      between Registrant and Resources Supervisory Management
      Corporation incorporated by reference to Registrant's Annual
      Report on Form 10-K for the year ended December 31, 1993.

10(d) Mortgage Note between M G Medford Limited Partnership and Tokyo
      Leasing (U.S.A.) Inc. dated as of April 22, 1993, purchased by
      Registrant on July 12, 1995.

10(e) Negotiable Promissory Note between DVL, Inc. and Registrant,
      dated February 28, 1997.

10(f) Loan Agreement between Oliveye Hotel Limited Partnership and
      Registrant, dated October 31, 1997.