<PAGE>   1

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                   FORM 10-Q
                            ------------------------

     [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2000

     [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934

                       COMMISSION FILE NUMBER: 001-09911

                            ------------------------

                         CAPITAL PACIFIC HOLDINGS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                            <C>
                  DELAWARE                                      95-2956559
       (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NUMBER)
</TABLE>

            4100 MACARTHUR BLVD., SUITE 200, NEWPORT BEACH, CA 92660
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                                 (949) 622-8400
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                            ------------------------

     Indicate by check mark whether the Registrant (1) 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 (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes [X]  No [ ]

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

<TABLE>
<CAPTION>
     CLASS AND TITLE OF          SHARES OUTSTANDING AS OF
        CAPITAL STOCK                DECEMBER 29, 2000
     ------------------          ------------------------
<S>                            <C>
Common Stock, $.10 Par Value            13,767,311
</TABLE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2

                         CAPITAL PACIFIC HOLDINGS, INC.

                               INDEX TO FORM 10-Q

<TABLE>
<CAPTION>
                                                                       PAGE
                                                                       ----
<S>      <C>                                                           <C>
                      PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements........................................    1
         Consolidated Balance Sheets -- November 30, 2000 and
         February 29, 2000...........................................    1
         Consolidated Statements of Income for the Three and Nine
         Months Ended November 30, 2000 and 1999.....................    2
         Consolidated Statements of Cash Flows for the Nine Months
         Ended November 30, 2000 and 1999............................    3
         Notes to Consolidated Financial Statements..................    4
Item 2.  Management's Discussion and Analysis of Results of
         Operations and Financial Condition..........................    8

                       PART II -- OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K............................   12
</TABLE>

                                        i
<PAGE>   3

                        PART 1 -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                CAPITAL PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)

                                     ASSETS

<TABLE>
<CAPTION>
                                                              NOVEMBER 30,    FEBRUARY 29,
                                                                  2000            2000
                                                              ------------    ------------
                                                              (UNAUDITED)
<S>                                                           <C>             <C>
Cash and cash equivalents...................................   $   6,787       $  19,389
Restricted cash.............................................         857           1,373
Accounts and notes receivable...............................      13,667          22,862
Real estate projects........................................     275,844         282,497
Property, plant and equipment...............................       8,106           8,536
Investment in and advances to unconsolidated joint
  ventures..................................................      18,259          15,379
Prepaid expenses and other assets...........................      15,781           8,245
                                                               ---------       ---------
          Total assets......................................   $ 339,301       $ 358,281
                                                               =========       =========

                           LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued liabilities....................   $  40,459       $  39,600
Notes payable...............................................     129,030         125,809
Senior unsecured notes payable..............................      55,592          88,392
                                                               ---------       ---------
          Total liabilities.................................     225,081         253,801
                                                               ---------       ---------
Minority Interest...........................................      36,927          33,594
                                                               ---------       ---------

Stockholders' equity:
  Common stock, par value $.10 per share, 30,000,000 shares
     authorized; 13,767,911 and 13,815,911 shares issued and
     outstanding, respectively..............................       1,500           1,500
  Additional paid-in capital................................     211,888         211,888
  Accumulated deficit.......................................    (132,580)       (139,243)
  Treasury stock............................................      (3,515)         (3,259)
                                                               ---------       ---------
          Total stockholders' equity........................      77,293          70,886
                                                               ---------       ---------
          Total liabilities and stockholders' equity........   $ 339,301       $ 358,281
                                                               =========       =========
</TABLE>

                See accompanying notes to financial statements.

                                        1
<PAGE>   4

                CAPITAL PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME
                      (IN THOUSANDS EXCEPT PER SHARE DATA)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED     NINE MONTHS ENDED
                                                          NOVEMBER 30,          NOVEMBER 30,
                                                       -------------------   -------------------
                                                         2000       1999       2000       1999
                                                       --------   --------   --------   --------
<S>                                                    <C>        <C>        <C>        <C>
Sales of homes and land..............................  $84,583    $63,430    $245,832   $192,787
Cost of sales........................................   63,145     49,293     187,113    154,853
                                                       -------    -------    --------   --------
     Gross margin....................................   21,438     14,137      58,719     37,934
Income from unconsolidated joint ventures............       56        315          13      1,867
Selling, general and administrative expenses.........   (9,183)    (7,077)    (27,725)   (20,684)
Interest expense.....................................   (9,454)    (5,950)    (23,013)   (14,836)
                                                       -------    -------    --------   --------
     Income from operations..........................    2,857      1,425       7,994      4,281
Interest and other income, net.......................      364        207       1,376        498
Minority Interest....................................     (990)      (508)     (2,836)    (1,401)
                                                       -------    -------    --------   --------
     Income before income taxes and extraordinary
       item..........................................    2,231      1,124       6,534      3,378
Provision for income taxes...........................      472        312       1,332        846
                                                       -------    -------    --------   --------
     Income before extraordinary item................    1,759        812       5,202      2,532
Extraordinary gain for debt retired at less than face
  value, net of minority interest and taxes..........       71         --       1,461        200
                                                       -------    -------    --------   --------
     Net income......................................  $ 1,830    $   812    $  6,663   $  2,732
                                                       =======    =======    ========   ========
Net income per share -- basic and diluted:
  Income per share before extraordinary item.........  $  0.13    $  0.06    $   0.38   $   0.18
  Extraordinary gain for debt retired at less than
     face value, net of minority interest and
     taxes...........................................       --         --        0.10       0.02
                                                       -------    -------    --------   --------
  Net income per share...............................  $  0.13    $  0.06    $   0.48   $   0.20
                                                       =======    =======    ========   ========
  Weighted average number of common shares --basic...   13,768     13,884      13,775     13,940
                                                       =======    =======    ========   ========
  Weighted average number of common
     shares -- diluted...............................   13,904     13,884      13,885     13,957
                                                       =======    =======    ========   ========
</TABLE>

                See accompanying notes to financial statements.

                                        2
<PAGE>   5

                CAPITAL PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    FOR THE
                                                               NINE MONTHS ENDED
                                                                  NOVEMBER 30,
                                                              --------------------
                                                                2000        1999
                                                              --------    --------
<S>                                                           <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income..................................................  $  6,663    $  2,732
Adjustments to reconcile net income to net cash provided by
  (used in) operating activities:
  Gain on retirement of senior unsecured notes payable......    (1,461)       (200)
  Depreciation and amortization.............................     1,124       1,472
  Change in restricted cash.................................       516        (222)
  (Increase) decrease in real estate projects...............     6,653     (29,703)
  Decrease in receivables, prepaid expenses and other
     assets.................................................     1,197       6,446
  Increase (decrease) in accounts payable and accrued
     liabilities............................................       494     (16,224)
  Minority interest.........................................     2,836       1,514
                                                              --------    --------
     Net cash provided by (used in) operating activities....    18,022     (34,185)
                                                              --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment, net....................      (694)       (674)
Contributions (distributions) to minority interest..........      (365)        106
Decrease in investment in and advances to unconsolidated
  joint ventures............................................    (2,880)      7,992
                                                              --------    --------
     Net cash provided by (used in) investing activities....    (3,939)      7,424
                                                              --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings (payments) on notes payable, net.................     3,221      24,967
Retirement of senior unsecured notes payable................   (29,650)     (1,770)
Repurchase of common stock and warrants.....................      (256)       (532)
                                                              --------    --------
     Net cash provided by (used in) financing activities....   (26,685)     22,665
                                                              --------    --------
NET DECREASE IN CASH AND CASH EQUIVALENTS...................   (12,602)     (4,096)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............    19,389       5,782
                                                              --------    --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD..................  $  6,787    $  1,686
                                                              ========    ========
</TABLE>

                See accompanying notes to financial statements.

                                        3
<PAGE>   6

                CAPITAL PACIFIC HOLDINGS, INC., AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

 1. BASIS OF PRESENTATION

     The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with the consolidated
financial statements, and notes thereto, included in the Form 10-K for the
fiscal year ended February 29, 2000, of Capital Pacific Holdings, Inc. (the
"Company"). In the opinion of management, the financial statements presented
herein include all adjustments (which are solely of a normal recurring nature)
necessary to present fairly the Company's financial position and results of
operations. The results of operations for the nine month period ended November
30, 2000, are not necessarily indicative of the results that may be expected for
the year ending February 28, 2001. The consolidated financial statements include
the accounts of the Company, wholly owned subsidiaries and certain majority
owned joint ventures, as well as the accounts of Capital Pacific Holdings, LLC
("CPH LLC") of which the Company owns a majority interest. The accompanying
consolidated balance sheets (See Note 3), include the capital accounts of CPH
LLC totaling $103 million, $33 million of which is required to be presented as
minority interest. All other investments are accounted for on the equity method.
All significant intercompany balances and transactions have been eliminated in
consolidation.

 2. RECLASSIFICATIONS

     Certain items in prior period financial statements have been reclassified
in order to conform with current year presentation.

 3. COMPANY ORGANIZATION AND OPERATIONS

     The Company is a regional builder and developer with operations throughout
selected metropolitan areas of Southern California, Nevada, Texas, Arizona and
Colorado. The Company's principal business activities are to build and sell
single-family homes and to develop and build commercial and mixed-use projects.
The Company's single-family homes are targeted to entry-level, move-up and
luxury buyers. The acquisition and development of commercial and mixed-use
projects, as well as ownership of existing commercial properties is accomplished
primarily through non-majority investments in limited liability companies.

     In fiscal year 1998, the Company consummated an equity and restructuring
transaction whereby the Company and certain of its subsidiaries transferred to
CPH LLC substantially all of their respective assets and CPH LLC assumed all the
liabilities of the Company and its subsidiaries. At the current time, the
Company, together with its subsidiaries, has a 67.93% interest in CPH LLC. An
unaffiliated investment company, California Housing Finance, L.P. ("CHF") holds
a 32.07% minority interest in CPH LLC as a result of a cash investment in CPH
LLC. Subject to adjustment and exceptions under certain circumstances, at the
current time, CHF has the same interest in all future business of the Company,
all of which will be conducted either within CPH LLC or through project specific
entities. Assets under management, including unconsolidated joint ventures,
totaled $766 million at November 30, 2000 in 61 residential and commercial
properties. At November 30, 2000, CPH LLC had $250 million in assets and a net
worth of $103 million. In addition, the Company has interests in unconsolidated
joint ventures which have total assets of $426 million and a combined net worth
of $352 million at November 30, 2000. The Company is the sole managing member of
CPH LLC. The Company maintains certain licenses and other assets as are
necessary to fulfill its obligations as managing member. The Company and its
subsidiaries perform their respective management functions for CPH LLC as well
as other project-specific entities of which the Company is the managing member
pursuant to management agreements, which include provisions for the
reimbursement of Company and subsidiary costs, a management fee and
indemnification by CPH LLC and the project-specific entities.

                                        4
<PAGE>   7
                CAPITAL PACIFIC HOLDINGS, INC., AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)

     References to the Company are, unless the context indicates otherwise, also
references to CPH LLC and the project-specific entities. At the current time,
all material financing transactions and arrangements are incurred either by CPH
LLC or by the project-specific entities.

 4. INVESTMENTS IN UNCONSOLIDATED ENTITIES

     The Company is a general partner or a direct or indirect managing member
and has a 50 percent or less ownership in 15 unconsolidated entities at November
30, 2000. The Company's net investment in and advances to unconsolidated
entities are as follows at November 30, 2000 and February 29, 2000 (in
thousands):

<TABLE>
<CAPTION>
                                                      NOVEMBER 30,    FEBRUARY 29,
                                                          2000            2000
                                                      ------------    ------------
<S>                                                   <C>             <C>
JMP Canyon Estates, L.P. ...........................    $   162         $   159
JMP Harbor View, L.P. ..............................        609             621
Grand Coto Estates, L.P. ...........................        480            (633)
M.P.E. Partners, L.P. ..............................      1,675           1,710
RPV Associates, LLC.................................        573           2,759
CPH Dana Point, LLC.................................        150             266
CPH Monarch Beach, LLC..............................        519             445
CPH Resorts I, LLC..................................      7,660           4,700
CPH Vista Palisades, LLC............................        418             435
Atlanta Huntington Beach, LLC.......................        743           1,259
CPH Dos Pueblos, LLC................................      4,416           3,595
CPH Airport Office Building, LLC....................          2               7
CPH Redhill Office Building, LLC....................         41              56
LB/L-CPH Providence, LLC............................        600              --
CPH Orange Office Building, LLC.....................        211              --
                                                        -------         -------
                                                        $18,259         $15,379
                                                        =======         =======
</TABLE>

     The Company's ownership interests in the above entities vary. Generally,
the Company receives a percentage of earnings although a preferred return on
invested capital is provided. Typically, the majority of capital is provided by
capital partners. The Company is typically a general partner or managing member
in each of the above entities and is the managing entity pursuant to the terms
of each venture's agreement. The Company's carrying amount in each of the
entities equals the underlying equity and reimbursable advances, and there are
generally no significant amounts of undistributed earnings. The Company provides
for income taxes currently on its share of distributed and undistributed
earnings and losses from the investments.

     The Company uses the equity method of accounting for its investments in
these unconsolidated 50 or less percent-owned entities. The accounting policies
of the entities are substantially the same as those of the Company.

                                        5
<PAGE>   8
                CAPITAL PACIFIC HOLDINGS, INC., AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)

     Following is summarized, combined financial information for the
unconsolidated entities at November 30, 2000 and February 29, 2000 and for the
three and nine month periods ended November 30, 2000 and November 30, 1999 (in
thousands):

                                     ASSETS

<TABLE>
<CAPTION>
                                                      NOVEMBER 30,    FEBRUARY 29,
                                                          2000            2000
                                                      ------------    ------------
<S>                                                   <C>             <C>
Cash................................................    $  5,120        $ 11,225
Real estate projects................................     361,351         281,402
Commercial buildings................................      24,455          21,071
Other assets........................................      35,464          31,281
                                                        --------        --------
                                                        $426,390        $344,979
                                                        ========        ========
</TABLE>

                             LIABILITIES AND EQUITY

<TABLE>
<CAPTION>
                                                      NOVEMBER 30,    FEBRUARY 29,
                                                          2000            2000
                                                      ------------    ------------
<S>                                                   <C>             <C>
Accounts payable and other liabilities..............    $ 40,138        $ 25,724
Notes payable.......................................      33,911          37,722
                                                        --------        --------
                                                          74,049          63,446
                                                        --------        --------
Equity..............................................     352,341         281,533
                                                        --------        --------
                                                        $426,390        $344,979
                                                        ========        ========
</TABLE>

                                INCOME STATEMENT

<TABLE>
<CAPTION>
                               THREE MONTHS ENDED              NINE MONTHS ENDED
                          ----------------------------    ----------------------------
                          NOVEMBER 30,    NOVEMBER 30,    NOVEMBER 30,    NOVEMBER 30,
                              2000            1999            2000            1999
                          ------------    ------------    ------------    ------------
<S>                       <C>             <C>             <C>             <C>
Sales of homes and
  land..................    $11,577          $2,272         $39,699         $22,143
Interest and other
  income, net...........      4,437           3,258          10,198           8,196
                            -------          ------         -------         -------
                             16,014           5,530          49,897          30,339
Costs and expenses......      8,529           3,860          40,629          25,791
                            -------          ------         -------         -------
  Net income............    $ 7,485          $1,670         $ 9,268         $ 4,548
                            =======          ======         =======         =======
</TABLE>

 5. NOTES PAYABLE

     Notes payable at November 30, 2000 and February 29, 2000, are summarized as
follows (in thousands):

<TABLE>
<CAPTION>
                                                              NOVEMBER 30,    FEBRUARY 29,
                                                                  2000            2000
                                                              ------------    ------------
<S>                                                           <C>             <C>
Notes payable to banks, including interest varying from
  LIBOR plus two to thirteen percent, maturing between
  February 9, 2001 and February 3, 2003, secured by certain
  real estate projects on a non-recourse basis..............    $104,785        $105,951
Notes payable to banks, including interest at prime with the
  terms of the commitment reducing commencing August 1,
  2002, secured by certain real estate projects on a
  recourse basis............................................      20,462          19,281
Other.......................................................       3,783             577
                                                                --------        --------
                                                                $129,030        $125,809
                                                                ========        ========
</TABLE>

                                        6
<PAGE>   9
                CAPITAL PACIFIC HOLDINGS, INC., AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)

 6. NET INCOME PER COMMON SHARE

     Effective February 28, 1998 the Company adopted SFAS No. 128. This
statement requires the presentation of both basic and diluted net income per
share for financial statement purposes. Basic net income per share is computed
by dividing income available to common stockholders by the weighted average
number of common shares outstanding. Diluted net income per share includes the
effect of the potential shares outstanding, including dilutive securities using
the treasury stock method. The table below reconciles the components of the
basic net income per share calculation to diluted net income per share (in
thousands, except per share data):

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                         ------------------------------------------------------
                                             NOVEMBER 30, 2000            NOVEMBER 30, 1999
                                         -------------------------    -------------------------
                                         INCOME    SHARES     EPS     INCOME    SHARES     EPS
                                         ------    ------    -----    ------    ------    -----
<S>                                      <C>       <C>       <C>      <C>       <C>       <C>
Basic net income per share:
  Income available to common
     stockholders before extraordinary
     item..............................  $1,759    13,768    $0.13     $812     13,884    $0.06
Effect of dilutive securities:
  Warrants.............................      --        --       --       --         --       --
  Stock options........................      --       136       --       --         --       --
                                         ------    ------    -----     ----     ------    -----
Diluted net income per share before
  extraordinary item...................  $1,759    13,904    $0.13     $812     13,884    $0.06
                                         ======    ======    =====     ====     ======    =====
</TABLE>

<TABLE>
<CAPTION>
                                                           NINE MONTHS ENDED
                                         ------------------------------------------------------
                                             NOVEMBER 30, 2000            NOVEMBER 30, 1999
                                         -------------------------    -------------------------
                                         INCOME    SHARES     EPS     INCOME    SHARES     EPS
                                         ------    ------    -----    ------    ------    -----
<S>                                      <C>       <C>       <C>      <C>       <C>       <C>
Basic net income per share:
  Income available to common
     stockholders before extraordinary
     item..............................  $5,202    13,775    $0.38    $2,532    13,940    $0.18
Effect of dilutive securities:
  Warrants.............................      --        --       --        --        --       --
  Stock options........................      --       110       --        --        17       --
                                         ------    ------    -----    ------    ------    -----
Diluted net income per share before
  extraordinary item...................  $5,202    13,885    $0.38    $2,532    13,957    $0.18
                                         ======    ======    =====    ======    ======    =====
</TABLE>

 7. COMMON STOCK REPURCHASE PROGRAM

     The Company has announced a stock repurchase program whereby up to
1,000,000 shares of the Company's outstanding common stock may be repurchased by
CPH LLC. As of November 30, 2000, approximately 537,600 shares have been
repurchased under this program. In addition, the Company has repurchased 176,739
of the warrants originally issued in connection with the issuance of the Senior
Notes.

                                        7
<PAGE>   10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

FORWARD-LOOKING INFORMATION IS SUBJECT TO RISK AND UNCERTAINTY

     Certain statements in the financial discussion and analysis by management
contain "forward-looking" information (as defined in the Private Securities
Litigation Reform Act of 1995 and within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
as amended) that involves risk and uncertainty, including projections and
assumptions regarding the business environment in which the Company operates.
Actual future results and trends may differ materially depending on a variety of
factors, including the Company's successful execution of internal performance
strategies; changes in general national and regional economic conditions, such
as levels of employment, consumer confidence and income, availability to
homebuilders of financing for acquisitions, development and construction,
availability to homebuyers of permanent mortgages, interest rate levels, the
demand for housing and office space and commercial lease rates; supply levels of
land, labor and materials; difficulties in obtaining permits or approvals from
governmental authorities; difficulties in marketing homes; regulatory changes
and weather and other environmental uncertainties; competitive influences; and
the outcome of pending and future legal claims and proceedings.

RESULTS OF OPERATIONS -- GENERAL

     As is noted in footnote 1 to the financial statements presented herein, the
Company is reporting its results on a consolidated basis with the results of CPH
LLC. References to the Company in this Item 2 are, unless the context indicates
otherwise, also references to CPH LLC. At the current time, all material
financing transactions and arrangements are incurred either by CPH LLC or by
project-specific entities.

     The following table illustrates the actual and pro forma results of the
Company's operations for the three and nine months ended November 30, 2000 and
1999. The pro forma results reflect the inclusion of the operating results of
the Company's unconsolidated joint ventures, including the portion attributable
to the Company's joint venture partners, and are used throughout this discussion
for comparative purposes wherever the phrase "pro forma" is utilized.

                             RESULTS OF OPERATIONS
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED
                                ----------------------------------------------------------------
                                      NOVEMBER 30, 2000                 NOVEMBER 30, 1999
                                ------------------------------    ------------------------------
                                                PRO FORMA WITH                    PRO FORMA WITH
                                CONSOLIDATED    JOINT VENTURES    CONSOLIDATED    JOINT VENTURES
                                ------------    --------------    ------------    --------------
<S>                             <C>             <C>               <C>             <C>
Sales of homes and land.......    $84,583          $96,160          $63,430          $65,702
Cost of sales.................     63,145           70,350           49,293           49,785
                                  -------          -------          -------          -------
          Gross margin........    $21,438          $25,810          $14,137          $15,917
                                  =======          =======          =======          =======
</TABLE>

<TABLE>
<CAPTION>
                                                       NINE MONTHS ENDED
                                ----------------------------------------------------------------
                                      NOVEMBER 30, 2000                 NOVEMBER 30, 1999
                                ------------------------------    ------------------------------
                                                PRO FORMA WITH                    PRO FORMA WITH
                                CONSOLIDATED    JOINT VENTURES    CONSOLIDATED    JOINT VENTURES
                                ------------    --------------    ------------    --------------
<S>                             <C>             <C>               <C>             <C>
Sales of homes and land.......    $245,832         $285,531         $192,787         $214,930
Cost of sales.................     187,113          216,541          154,853          171,216
                                  --------         --------         --------         --------
          Gross margin........    $ 58,719         $ 68,990         $ 37,934         $ 43,714
                                  ========         ========         ========         ========
</TABLE>

     Since the financial restructuring in October 1997, the Company, together
with its financial partners, has invested over $500 million in 13 new joint
ventures. The Company typically is required to fund a small percentage of the
capital requirements of each joint venture, typically approximately one percent,
which amount is included in investments in and advances to unconsolidated joint
ventures in the Company's consolidated balance sheets.

                                        8
<PAGE>   11

OPERATING DATA

     The following table shows new home deliveries, lot deliveries, net new
orders and average sales prices for each of the Company's operations, including
unconsolidated joint ventures:

<TABLE>
<CAPTION>
                                       THREE MONTHS ENDED              NINE MONTHS ENDED
                                  ----------------------------    ----------------------------
                                  NOVEMBER 30,    NOVEMBER 30,    NOVEMBER 30,    NOVEMBER 30,
                                      2000            1999            2000            1999
                                  ------------    ------------    ------------    ------------
<S>                               <C>             <C>             <C>             <C>
New homes delivered:
  California....................           20              12              42             41
  Texas.........................           88             113             340            341
  Nevada........................           46              87             181            250
  Arizona.......................           50              67             165            240
  Colorado......................           46               9             144              9
                                   ----------      ----------      ----------       --------
     Subtotal...................          250             288             872            881
  Unconsolidated Joint Ventures
     (California)...............           10               3              33             21
                                   ----------      ----------      ----------       --------
          Total homes
            delivered...........          260             291             905            902
Lot deliveries..................          133              --             663            347
                                   ----------      ----------      ----------       --------
          Total homes and lots
            delivered...........          393             291           1,568          1,249
                                   ==========      ==========      ==========       ========
Net new orders..................          290             380             967          1,093
                                   ==========      ==========      ==========       ========
Average home sales price:
  California....................   $1,370,000      $1,087,000      $1,315,000       $886,000
  Texas.........................      222,000         186,000         195,000        187,000
  Nevada........................      204,000         191,000         208,000        203,000
  Arizona.......................      162,000         148,000         160,000        145,000
  Colorado......................      222,000         211,000         204,000        211,000
  Combined......................      340,000         226,000         285,000        229,000
</TABLE>

     The following table shows backlog in units and dollars at November 30, 2000
and 1999 for each of the Company's operations, including unconsolidated joint
ventures:

<TABLE>
<CAPTION>
                                                     ENDING BACKLOG
                                         --------------------------------------
                                         NOVEMBER 30, 2000    NOVEMBER 30, 1999
                                         -----------------    -----------------
                                         UNITS    ($000S)     UNITS    ($000S)
                                         -----    --------    -----    --------
<S>                                      <C>      <C>         <C>      <C>
California.............................    93     $129,500      58     $ 61,200
Texas..................................   272       70,000     280       55,300
Nevada.................................    50       13,000     124       25,700
Arizona................................   101       14,900     137       19,200
Colorado...............................   144       22,000      89       15,400
                                          ---     --------     ---     --------
          Total........................   660     $249,400     688     $176,800
                                          ===     ========     ===     ========
</TABLE>

THIRD QUARTER OF FISCAL 2001 (ENDED NOVEMBER 30, 2000) COMPARED TO THIRD QUARTER
OF FISCAL 2000 (ENDED NOVEMBER 30, 1999)

     The Company reported net income of $1.8 million or $0.13 per share, in the
third quarter of fiscal 2001, as compared to net income of $812,000, or $0.06
per share, in the third quarter of fiscal 2000. Net income included an
extraordinary gain of $71,000 for the third quarter of fiscal 2001, as a result
of the retirement of debt at less than face value.

     Sales of homes and land including unconsolidated joint ventures were $96.2
million for the third quarter of fiscal 2001 compared to $65.7 million for the
third quarter of fiscal 2000. On a consolidated basis, sales of homes and land
increased to $84.6 million from $63.4 million for the respective quarters. These
increases are

                                        9
<PAGE>   12

due to an increase in unit closings, as well as an increase in Company's average
sales price per home to $340,000 in the third quarter of fiscal 2001 from
$226,000 in the third quarter of fiscal 2000. Total home closings decreased from
291 in the third quarter of fiscal 2000 to 260 in the third quarter of fiscal
2001, including 3 and 10 homes, respectively, closed in unconsolidated joint
ventures. Revenues were supplemented by the delivery of 133 lots in the third
quarter of fiscal 2001, reflecting additional revenues of $3.3 million.

     The Company's actual gross margin on home and lot closings increased to
25.3% for the third quarter of fiscal 2001 as compared to 22.3% for the third
quarter of fiscal 2000. The Company's pro forma gross margin on home and lot
closings also increased to 26.8% during the third quarter of fiscal 2001 as
compared to 24.2% for the third quarter of fiscal 2000. These increases are due
in part to stronger demand experienced in the Company's markets in the current
year.

     Selling, general and administrative expense of $9.2 million for the third
quarter of fiscal 2001 increased $2.1 million or 29.8% as compared to the third
quarter of fiscal 2000. As a percentage of revenue, selling, general and
administrative expense decreased slightly from 11.2% to 10.9% between quarters.

     Income from unconsolidated joint ventures decreased from $315,000 in the
third quarter of fiscal 2000 to $56,000 in the third quarter of fiscal 2001. The
Company was recording profit participation on the older joint ventures which
reported closings in fiscal 2000, while the profits on the newer joint ventures
with closings to date in fiscal 2001 are primarily allocated to cover preferred
return on the partners' invested capital.

     Interest and other income increased from $207,000 in the third quarter of
fiscal 2000 to $364,000 in the third quarter of fiscal 2001.

     Minority interest of $990,000 for the third quarter of fiscal 2001 and
$508,000 for the third quarter of fiscal 2000 primarily represents the share of
CPH LLC's income attributable to CHF.

     Interest incurred was $6.6 million in the third quarter of fiscal 2001, as
compared to $6.6 million in the third quarter of fiscal 2000, while interest
expensed was $9.5 million during the third quarter of fiscal 2001, as compared
to $6.0 million in the third quarter of fiscal 2000.

     The Company recorded a provision for income taxes of $472,000 in the third
quarter of fiscal 2001, as compared to $312,000 in the third quarter of fiscal
2000.

FIRST NINE MONTHS OF FISCAL 2001 (ENDED NOVEMBER 30, 2000) COMPARED TO FIRST
NINE MONTHS OF FISCAL 2000 (ENDED NOVEMBER 30, 1999)

     The Company reported net income of $6.7 million, or $0.48 per share, for
the first nine months of fiscal 2001, as compared to $2.7 million, or $0.20 per
share, for the nine months ended November 30, 1999. Net income included an
extraordinary gain of $1.5 million, or $0.10 per share, for the nine months
ended November 30, 2000, as compared to $200,000, or $0.02 per share, for the
nine months ended November 30, 1999, as a result of the retirement of debt at
less than face value.

     Sales of homes and land including unconsolidated joint ventures were $285.5
million for the first nine months of fiscal 2001 compared to $214.9 million for
the first nine months of fiscal 2000. On a consolidated basis, sales of homes
and land increased from $192.8 million to $245.8 million for the respective
quarters. These increases are due to an increase in home closings from 902 units
to 905 units between periods, an increase in average sales price per unit from
$229,000 to $285,000 and the closing of certain land sales in the current year.
The Company closed a total of 33 homes in unconsolidated joint ventures in the
nine months ended November 30, 2000, as compared to 21 homes during the first
nine months of fiscal 2000.

     The Company's actual gross margin increased from 19.7% for the first nine
months of fiscal 2000 to 23.9% for the first nine months of fiscal 2001. The
Company's pro forma gross margin was 24.2% for the first nine months of fiscal
2001 as compared to 20.3% for the first nine months of fiscal 2000. The reason
for the increase in the gross margins between periods is due in part to stronger
demand in several of the Company's markets in the current year.

                                       10
<PAGE>   13

     Selling, general and administrative expense of $27.7 million for the first
nine months of fiscal 2001 increased $7.0 million, or 34.0% as compared to the
first nine months of fiscal 2000. As a percentage of revenue, selling, general
and administrative expense increased from 10.7% for the first nine months of
fiscal 2000 to 11.3% for the first nine months of fiscal 2001, primarily due to
development and other activities undertaken in certain projects prior to the
generation of revenues.

     Income from unconsolidated joint ventures decreased from $1.9 million in
the first nine months of fiscal 2000 to $13,000 for the nine months ended
November 30, 2000. The Company was recording profit participation on the older
joint ventures which reported closings in fiscal 2000, while the profits on the
newer joint ventures with closings to date in fiscal 2001 are primarily
allocated to cover preferred return on the partners' invested capital.

     Interest and other income increased from $498,000 in the first nine months
of fiscal 2000 to $1.4 million in the first nine months of fiscal 2001.

     Minority interest of $2.8 million and $1.4 million for the nine months
ended November 30, 2000 and 1999, respectively, primarily represents the share
of CPH LLC's income attributable to CHF.

     Interest incurred for the first nine months of fiscal 2001 was $19.6
million, as compared to $16.8 million for the first nine months of fiscal 2000.
Interest expensed was $23.0 million for the first nine months of fiscal 2001
compared to $14.8 million in the first nine months of fiscal 2000.

     The Company recorded a provision for income taxes of $1.3 million for the
first nine months of fiscal 2001, as compared to $846,000 for the first nine
months of fiscal 2000.

LIQUIDITY AND CAPITAL RESOURCES

     At the current time, all material financing transactions and arrangements
are incurred either by CPH LLC or by certain project specific entities. As of
November 30, 2000, the Company has in place several credit facilities totaling
$246 million (the "Facilities") with various bank lenders (the "Banks"), of
which $125 million was outstanding. The Facilities are secured by liens on
various completed or under construction homes and lots held by CPH LLC and
certain consolidated joint ventures. Pursuant to the Facilities, CPH LLC is
subject to certain covenants, which require, among other things, the maintenance
of a consolidated liabilities to net worth ratio, minimum liquidity, minimum net
worth and loss limitations, all as defined in the documents that evidence the
Facilities. At November 30, 2000, CPH LLC and the consolidated joint ventures
were in compliance with these covenants. The Facilities also define certain
events that constitute events of default. As of November 30, 2000, no such event
had occurred. Commitment fees are payable annually on some of the Facilities.

     Homebuilding activity is being financed out of CPH LLC cash, bank
financing, and the existing joint ventures, including joint ventures with
institutional investors, including CHF, the investor in CPH LLC. In addition,
development work undertaken in certain of the Company's joint ventures is
financed through various non-recourse lending arrangements. The Company
anticipates that it will continue to utilize both third party financing and
joint ventures to cover financing needs in excess of internally generated cash
flow.

     In May, 1994 the Company completed the sale of $100 million of 12 3/4%
Senior Notes ("Senior Notes") including 790,000 warrants to purchase common
stock. The proceeds from the offering were used to repay certain debt of the
Company, acquire certain properties and for general working capital and
construction purposes. The obligations associated with the Senior Notes have
been transferred from the Company to CPH LLC. The Senior Notes mature in May,
2002. As of November 30, 2000, Senior Notes with a face value of $44.4 million
have been repurchased by the Company. In addition, 176,739 warrants have been
repurchased.

     The indenture to which the Senior Notes are subject (the "Indenture")
contains restrictions on CPH LLC on the incurring of indebtedness, which affect
the availability of the Facilities based on various measures of the financial
performance of CPH LLC. Subject to such restrictions, the Facilities are
available to augment cash flow from operations and joint venture financing to
fund CPH LLC's operations.

                                       11
<PAGE>   14

     Management expects that cash flow generated from operations and from
additional financing permitted by the terms of the Indenture will be sufficient
to cover the debt service and to fund CPH LLC's current development and
homebuilding activities for the reasonably foreseeable future, and expects that
capital commitments from its joint venture partners and other bank facilities
will provide sufficient financing for the operation of its joint ventures.

MARKET RISK EXPOSURE

     The "Market Risk Exposure" paragraphs are presented to provide an update
about material changes to the "Quantitative and Qualitative Disclosures about
Market Risk" paragraphs included in the Company's 2000 Annual Report on Form
10-K filed with the Securities and Exchange Commission and should be read in
conjunction with those paragraphs.

     The Company is exposed to market risks related to fluctuations in interest
rates on its debt. The Company does not use interest rate swaps, forward or
option contracts on foreign currencies or commodities, or other types of
derivative financial instruments.

     The Company uses debt financing primarily for the purpose of acquiring and
developing land and constructing and selling homes. Historically, the Company
has made short-term borrowings under its revolving credit facilities to fund
those expenditures. In addition, the Company has previously issued $100 million
in fixed-rate Senior Notes to provide longer-term financing. At November 30,
2000, $55.6 million of the Senior Notes remain outstanding.

     For fixed rate debt, changes in interest rates generally affect the fair
market value, but not the Company's earnings or cash flows. Conversely, for
variable rate debt, changes in interest rates generally do not impact fair
market value, but do affect the Company's future earnings and cash flows. The
Company does not have an obligation to prepay fixed rate debt prior to maturity,
and as a result, interest rate risk and changes in fair market value should not
have a significant impact on such debt until the Company would be required to
refinance such debt. Based upon the amount of variable rate debt outstanding at
the end of the current quarter, and holding the variable rate debt balance
constant, each one percentage point increase in interest rates occurring on the
first day of an annual period would result in an increase in interest incurred
for the coming year of approximately $1.2 million.

     The Company does not believe that future market interest rate risks related
to its debt obligations will have a material impact on the Company's financial
position, results of operations or liquidity.

                          PART II -- OTHER INFORMATION

ITEM 5. OTHER INFORMATION

     CHF filed with the SEC an amendment to its Schedule 13D on November 7, 2000
to reflect its interest in acquiring, in exchange for a reduction in its
holdings in CPH, LLC, the Company's interests in the majority of the
unconsolidated entities listed in footnote 4 to the financial statements
included in Item 1 of this report. Discussions between the Company and CHF are
ongoing with respect to CHF's expression of interest. There can be no assurance
that any transaction will be entered into. If such a transaction is entered
into, the Company will make a separate detailed disclosure at the appropriate
time.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

     None Filed

(b) Reports on Form 8-K

     None Filed

                                       12
<PAGE>   15

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

<TABLE>
<S>                                            <C>
Date: January 16, 2001                                         By: /s/ HADI MAKARECHIAN
                                                 ----------------------------------------------------
                                                                   Hadi Makarechian
                                                                Chairman of the Board,
                                                        Chief Executive Officer and President
                                                            (Principal Executive Officer)

Date: January 16, 2001                                      By: /s/ STEVEN O. SPELMAN, JR.
                                                 ----------------------------------------------------
                                                                Steven O. Spelman, Jr.
                                                   Chief Financial Officer and Corporate Secretary
                                                            (Principal Financial Officer)
</TABLE>

                                       13