<PAGE>   1

                    Form 10-KSB-Annual or Transitional Report
                           Under Section 13 or 15 (d)
                                   Form 10-KSB


              (Mark one)

     [X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                            For the fiscal year ended December 31, 1999

     [ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                        Commission file number 33-20527

                   BRUNNER COMPANIES INCOME PROPERTIES L.P. I
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

Delaware
(State or other jurisdiction of                                   31-1234157
incorporation or organization)                                  (IRS Employer
                                                             Identification No.)
3632 Wheeler Road, Suite 2
P.0. Box 204227
Augusta, Georgia                                                 30917-4227
(Address of principal executive offices)                          (Zip Code)


                    Issuer's telephone number (706) 863-2222
         Securities registered under Section 12(b) of the Exchange Act:

                                      None
                                      ----
         Securities registered under Section 12(g) of the Exchange Act:

                            Limited Partnership Units
                                (Title of class)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 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
                                                              ---   ---

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB[X]

State issuer's revenues for its most recent fiscal year: $2,559,000

State the aggregate market value of the voting partnership interest held by
non-affiliates computed by reference to the price at which the partnership
interest were sold, or the average bid and asked prices of such partnership
interest, as of the specified date within the past 60 days: Market value
information for the registrant's partnership interest is not available. Should a
trading market develop for these interests, it is the Managing General Partner's
belief that the aggregate market value of the voting partnership's interest
would not exceed $25,000,000.

                          ----------------------------
                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions of the Prospectus of Registrant dated June 10, 1988 (included in
     Registration Statement, No. 33-20527, of Registrant) are incorporated by
     reference into Parts I and III.


                                       1
<PAGE>   2




                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Brunner Companies Income Properties L.P. I (the "Registrant" or "Partnership")
is a Delaware limited partnership formed in February 1988. The Partnership will
continue in existence until December 31, 2008, unless earlier dissolved or
terminated. Brunner Management Limited Partnership (the "General Partner"), an
Ohio limited partnership formed in February 1988, is the sole general partner of
the Partnership. 104 Management, Inc. (the "Managing General Partner"), an Ohio
corporation formed in February 1988, is the sole general partner of the General
Partner, and in that capacity manages the business of the Partnership.

Commencing June 10, 1988, the Partnership offered through The Ohio Company up to
552,000 Units of Class A Limited Partnership Interests at $10 per unit
("Units"). Holders of Units are referred to as "Unitholders". An additional
61,333 units of Class B Limited Partnership Interests were issued by the
Partnership to certain affiliates of the Managing General Partner as a part of
the purchase price for an undivided interest in each retail center equivalent to
a then fair market value of $613,330 ("Subordinated Interest"). Holders of
Subordinated Interests are referred to as "Subordinated Limited Partners", and
Unitholders and Subordinated Limited Partners are collectively referred to as
"Limited Partners". Limited Partners are not required to make any additional
capital contributions. There are only two differences between the Class A and
Class B limited partnership interests. First, the holders of Class A units are
entitled to receive their Class A Priority Return before the holders of Class B
units are entitled to receive any portion of their Class B Priority Return.
Second, holders of Class B units, if such holders are affiliates of the General
Partner, are not entitled to vote upon the removal of the General Partner or
upon consideration of a sale of any Retail Center to the General Partner or any
affiliate of the General Partner.

The offering terminated on July 12, 1988. Upon termination of the offering, the
Partnership had accepted subscriptions for 552,000 Units and 61,333 Units of
Subordinated Interests for aggregate gross proceeds of $6,133,330. The
Partnership invested substantially all of the net offering proceeds in the
investment properties (the "Retail Centers"). The Partnership will not acquire
nor invest in any other properties or debt or equity securities of any other
issuers (other than short term investments of cash in high grade United States
government obligations during interim periods between the receipt of revenues
and the distribution of cash to the Limited Partners and pending payment of
operating expenses of the Partnership) and will not issue any additional limited
partnership interests or other equity securities in the Partnership. The
policies of the Partnership noted above can only be changed by an affirmative
vote of limited partners owning a majority in interest and the General Partner.


                                       2
<PAGE>   3


The General Partner and the Managing General Partner are affiliates of a related
group of corporations and partnerships engaged generally in the real estate
development business. Pursuant to an agreement effective December 31, 1992,
IBGP, Inc., an affiliate of Insignia Financial Group, Inc. ("Insignia"),
acquired a majority of the outstanding stock of 104 Management Inc. on March 5,
1993. IBGP, Inc. was an indirect wholly-owned subsidiary of Metropolitan Asset
Enhancement, L.P. ("MAE"), an affiliate of Insignia. Both IBGP, Inc. and
Insignia Brunner, L.P. were affiliates of Metropolitan Asset Enhancement, L.P.
104 Management, Inc. is the managing general partner of Brunner Management
Limited Partnership, which is the general partner of the Registrant. On November
17, 1998, BCIP I & III, LLC purchased 104 Management, Inc. from IBGP, Inc. and
thereby acquired the general partnership interest in Brunner Management Limited
Partnership. BCIP I & III, LLC also purchased the limited partnership interest
in Brunner Management Limited Partnership and all of the outstanding Class B
Limited Partnership units of the Partnership and Brunner Companies Income
Properties L.P. I, an affiliated entity, from Insignia Brunner, L.P.

The Partnership is in the business of owning and operating three Retail Centers:
Georgetown Landing, Georgetown, South Carolina; White Horse Plaza, Greenville,
South Carolina; and Hitchcock Plaza, Aiken, South Carolina. See "Item 2.
Description of Properties" for additional information regarding the Retail
Centers. The real estate business is highly competitive. The Partnership's real
property investments are subject to competition from similar types of properties
in the vicinities in which they are located, and the Partnership is not a
significant factor in its industry. In addition, various limited partnerships
and limited liability companies have been formed by related parties to engage in
businesses which may be competitive with the Partnership.

The Partnership has no employees. Management and administrative services are
performed by affiliates of BCIP I & III, LLC. The property manager is
responsible for the day-to-day operations of each property. The Managing General
Partner has also selected affiliates of BCIP I & III, LLC to provide real estate
advisory and asset management services to the Partnership. As advisor, such
affiliates provide partnership accounting and administrative services,
investment management, and supervisory services over property management and
leasing. For a further discussion of property and partnership management, see
"Item 12", which descriptions are herein incorporated by reference.

There have been, and it is possible there may be, other federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.

In certain cases environmental testing has been performed, which resulted in no
material adverse conditions or liabilities. In no case has the Partnership
received notice that it is a potentially responsible party with respect to an
environmental clean up site.


                                       3
<PAGE>   4


ITEM 2. DESCRIPTION OF PROPERTY

The following table sets forth the Partnership's investments in properties:

<TABLE>
<CAPTION>
        Property                       Purchase          Type of Ownership                 Use
-----------------------------          --------        -------------------------       -------------
<S>                                    <C>             <C>                             <C>
Hitchcock Plaza                         7/12/88        Fee ownership, subject          Retail Center
  Aiken, South Carolina                                to first mortgage                233,000sf
White Horse Plaza                       7/12/88        Fee ownership, subject to       Retail Center
  Greenville, South Carolina                           to first mortgage                166,000 sf
Georgetown Landing                      7/12/88        Fee ownership, subject          Retail Center
  Georgetown, South Carolina                           to first mortgage                50,000 sf
</TABLE>

A significant feature of all the Retail Centers is the fact that approximately
73% of the leasable space is, in the aggregate, leased to anchor tenants with
national or regional name recognition. Although such anchor tenants generally
pay lower base rents than smaller tenants, anchor tenants offer greater security
and stability of long-term leases from well-established and more credit-worthy
tenants and tend to attract greater traffic to the retail centers.

Two major anchor tenants at White Horse Plaza have vacated their space.
Wal-Mart Stores ("Wal-Mart") continues to honor its lease obligation.
Winn-Dixie Charlotte, Inc ("Winn-Dixie") has ceased to pay. The Company is
pursuing legal action against Winn-Dixie as further described in Item 3 -- Legal
Proceedings.

SCHEDULE OF PROPERTIES (IN THOUSANDS)

<TABLE>
<CAPTION>
                       Gross
                     Carrying        Accumulated      Useful        Method          Federal
      Property         Value        Depreciation      Life                         Tax Basis
----------------     --------       ------------    ----------      ------         ---------
<S>                  <C>            <C>             <C>             <C>            <C>
Hitchcock Plaza       $ 14,219        $ 4,544       5-31.5 yrs       S/L            $14,200
White Horse
   Plaza                 8,782          2,523       5-31.5 yrs       S/L              8,845
Georgetown
   Landing               2,158            638         31.5 yrs       S/L              2,136
                       -------        -------                                       -------
                       $25,159        $ 7,705                                       $25,181
                       =======        =======                                       =======
</TABLE>

See "Note A" of the Notes to Financial Statements included in "Item 7" for a
description of the Partnership's depreciation policy.


                                       4
<PAGE>   5


SCHEDULE OF MORTGAGE NOTES (IN THOUSANDS):

<TABLE>
<CAPTION>
                   Principal balance     Stated                                         Principal Due
                    At December 31,     Interest        Period         Maturity         At Maturity
  Property               1999           Rate (1)       Amortized       Date (1)             (2)
---------------    -----------------    --------       ---------       --------         -------------
<S>                <C>                  <C>            <C>             <C>              <C>
Hitchcock
   Plaza               $10,004             7%            38 yrs         5/2000            $ 9,981
White Horse
    Plaza                6,337             7%            38 yrs         5/2000              6,322
Georgetown
    Landing              1,406             7%            38 yrs         5/2000              1,403
                       -------                                                            -------
Total                  $17,747                                                            $17,706
                       =======                                                            =======
</TABLE>

(1)      On December 29, 1999, the Partnership and, New York Life Insurance
Company (the "Lender") entered into a Loan Modification Agreement, effective May
10, 1999, to extend the maturity dates of the mortgage notes to May 10, 2000.
During the extension period, the mortgage notes bear interest at the rate of 7%
per annum and the Partnership is required to make monthly payments of principal,
interest and escrow of $131,261. Additionally, the Partnership is required to
make quarterly payments of net cash flow, as defined, into a separate escrow
account controlled jointly by the Lender and Partnership. See "Liquidity and
Capital Resources" below.

(2)      The mortgages require a balloon payment at maturity for the remaining
principal balance. These notes are cross-collateralized and cross-defaulted and
are secured by the properties and by a pledge of revenues from the respective
properties.

SCHEDULE OF RENTAL RATES AND OCCUPANCY:

<TABLE>
<CAPTION>
                                Average Annual
                                 Rental Rates                            Average Annual
                              (per square foot)                             Occupancy
                          ------------------------               ---------------------------
                           1999              1998                 1999                 1998
                          ------           -------               ------               ------
<S>                       <C>              <C>                   <C>                  <C>
Hitchcock Plaza           $ 5.68           $  5.69                 92%                  91%
White Horse Plaza           5.21              5.64                 42%                  98%
Georgetown Landing          4.81              4.80                100%                  94%
</TABLE>

Rental rates per square foot are based on rental income only. Average annual
occupancy is based on physical occupancy and does not include tenants which have
vacated space but continue to pay rent.

As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other retail centers in the area. The Managing General Partner
believes that all of the properties are adequately insured.


                                       5
<PAGE>   6


The following is a schedule of the lease expirations for the years 2000-2012:

<TABLE>
<CAPTION>
      Hitchcock              Number of                                  Annual Rent          % of Gross
        Plaza               Expirations          Square Feet          (in thousands)         Annual Rent
        -----               -----------          -----------          -------------          -----------
      <S>                   <C>                  <C>                  <C>                    <C>
         2000                    4                 42,200                  220                  16.29%
         2001                    1                  1,000                   11                    .85%
         2002                    6                  9,500                  121                   8.95%
         2003                    4                  6,800                   74                   5.47%
         2004                    2                  6,000                   57                   4.22%
         2005                    1                 15,975                   66                   4.89%
         2006                    0                      0                    0                  00.00%
         2007                    1                 42,296                  343                  25.39%
         2008                    0                      0                    0                  00.00%
         2009                    1                  4,000                   44                   3.26%
      2010-2011                  0                      0                    0                  00.00%
         2012                    2                 90,139                  414                  30.68%
</TABLE>


<TABLE>
<CAPTION>
      White Horse            Number of                                  Annual Rent       % of Gross Annual
         Plaza              Expirations          Square Feet           (in thousands)            Rent
      -----------           ----------          -----------           --------------      ------------------
      <S>                   <C>                 <C>                   <C>                 <C>
         2000                   6                 22,980                    128                 16.55%
         2001                   1                  3,200                     32                  4.14%
         2002                   2                  2,950                     39                  5.02%
         2003                   0                      0                      0                  0.00%
         2004                   2                  3,750                     43                  5.56%
         2005                   2                      0                      0                  0.00%
         2006                   2                117,844                    532                 68.73%
</TABLE>


<TABLE>
<CAPTION>
      Georgetown              Number of                                 Annual Rent       % of Gross Annual
       Landing               Expirations           Square Feet         (in thousands)            Rent
      ----------             -----------           -----------         --------------     -----------------
      <S>                    <C>                   <C>                 <C>                <C>
         2000                    1                   1,200                   11                  4.53%
         2001                    0                       0                    0                  0.00%
         2002                    2                   2,400                   24                 10.02%
         2003                    3                   6,120                   46                 19.17%
         2004                    0                       0                    0                  0.00%
         2005                    0                       0                    0                  0.00%
         2006                    1                  39,824                  158                 66.28%
</TABLE>


                                       6
<PAGE>   7


The following schedule presents information on tenants occupying 10% or more of
the leasable square feet for each property:

<TABLE>
<CAPTION>
                           Nature of                Square footage            Annual rent             Lease
                            Business                    Leased              Per Square foot         Expiration
                            --------                    ------              ---------------         ----------
<S>                      <C>                        <C>                     <C>                     <C>

Hitchcock Plaza          Grocery store                  49,296                 $ 6.95                 2/28/07
---------------
                         Discount store                 86,479                   4.16                 6/30/12
                         Clothing store                 35,000                   4.04                 8/31/00

White Horse Plaza        Discount store                 81,922                   3.64                10/31/06
-----------------
                         Grocery store                  35,922                   6.50                11/05/06

Georgetown Landing       Grocery store                  39,824                   3.97                11/22/06
------------------
</TABLE>

Both major anchor tenants at Whitehorse Plaza, Wal-Mart and Winn-Dixie, have
vacated their space. Wal-Mart is currently honoring its lease obligation.
Winn-Dixie ceased paying rent in June of 1999. The Partnership has taken legal
action against Winn-Dixie to enforce its lease. The Wal-Mart and Winn-Dixie
leases both expire in 2006. See Item 3 -- Legal Proceedings.

SCHEDULE OF REAL ESTATE TAXES (IN THOUSANDS) AND RATES:

1999 real estate taxes paid directly by the Partnership for 1999, which are
included in expenses and in income to the extent reimbursed by tenants, were as
follows:

<TABLE>
<CAPTION>
                              1999 Taxes                1999 Rate
                              ----------                ---------
<S>                           <C>                       <C>
Hitchcock Plaza                  $93                      1.99%
White Horse Plaza                 76                      1.58%
Georgetown Landing                37                      1.96%
</TABLE>

For 1999 the partnership paid 80% of the White Horse Plaza property taxes and
filed an appeal for reduction of the assessed valuation. The appeals were
favorably settled in 2000.

Three tenants are responsible for payment of their real estate taxes directly to
the taxing authorities. These amounts are not included in Partnership income or
expenses. Real estate taxes paid directly by tenants in 1999 were as follows:

<TABLE>
<CAPTION>
                               1999 Taxes                1999 Rate
                               ----------                ---------
<S>                            <C>                       <C>
Hitchcock Plaza                   $60                      1.99%
White Horse Plaza                  49                      1.58%
Georgetown Landing                 -                         -
</TABLE>


                                       7
<PAGE>   8


ITEM 3.  LEGAL PROCEEDINGS

The Partnership is presently involved in litigation in the state courts of
Georgia and South Carolina with Winn-Dixie concerning collection of past due and
future rent under Winn-Dixie's lease at Whitehorse Plaza. Winn-Dixie vacated
the property and in June 1999 discontinued paying rent as called for in its
lease agreement. Management believes that Winn-Dixie's lease obligation, which
extends through August 2006, is enforceable. Rental income in future periods
will be substantially less than 1999 until this space is re-leased.

The partnership has set up an allowance for uncollectable rent for the past due
Winn-Dixie rent. At December 31, 1999, the allowance related to Winn-Dixie was
$107,018. For future periods, the allowance will increase by $19,458 per month
until this matter is resolved.

South Carolina Action

Winn-Dixie Charlotte Inc. (formerly Winn-Dixie Greenville, Inc.) Plaintiff vs.
Brunner Companies Income Properties, L.P. I, Defendant, In the Court of Common
Pleas, State of South Carolina, County of Greenville, C.A. No 99-CP-23-2229.

Georgia Action

Brunner Companies Income Properties, L.P. I, Plaintiff vs. Winn-Dixie Charlotte,
Inc., Defendant, In the Civil Court for the County of Richmond, State of
Georgia, Civil Action File Nos. 286198, 285861, 286142, 286075, 286020, 275765,
285917.

The Managing General Partner is aware of no additional significant pending or
outstanding litigation that would have a material adverse effect upon the
business, financial condition, or operations of the Partnership.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fiscal year ended December 31, 1999, no matters were submitted to a
vote of the Unitholders through the solicitation of proxies or otherwise.

PART II

ITEM 5. MARKET FOR PARTNERSHIP EQUITY AND RELATED PARTNER MATTERS

As of December 31, 1999, the number of holders of record of Limited Partnership
Units and Subordinated Interest Units was 429 and one, respectively. Neither the
Limited Partnership Units nor the Subordinated Interest Units are traded on any
established public trading market, and it is not anticipated that such a market
will develop in the future. See "Item 11. Security Ownership of Certain
Beneficial Owners and Management."

No cash distributions were paid during 1999 or 1998. Future distributions will
depend on the levels of cash generated from operations, refinancings, property
sales and the availability of cash reserves. At this time, the Managing General
Partner does not anticipate making cash distributions during 2000.

In March of 2000 the Company received notice that a tender offer from an outside
party to purchase Limited Partnership Units had been offered to the Unitholders.
The Partnership responded that it remained neutral and had no recommendation
concerning this matter.


                                       8
<PAGE>   9


Item 6. Management's Discussion and Analysis or Plan of Operations

Results of Operations  - 1999 vs. 1998

The Partnership realized a net loss of $65,000 in 1999 compared to $80,000 for
1998. Rental income declined 11% in 1999 as compared to 1998. Total expenses
decreased 10%. The decline in rental income was due to a charge of $233,000 to
the allowance for uncollectable receivables and increased vacancies at
Whitehorse Plaza. The decrease in expenses is primarily due to an increase in
operating expenses of $62,000 offset by a reduction in interest expense of
$343,000. Interest expense decreased due to a loan modification agreement
negotiated by management in December 1998, which reduced the interest rate of
the Partnership's three mortgage notes payable from 9% to 7% beginning October
10, 1998 through May 10, 1999. This agreement was subsequently extended to May
10, 2000.

Rental income includes all rent and reimbursements from tenants including taxes
and common area maintenance costs less any charges for uncollectable
receivables. Common area maintenance costs are included as operating expenses.

During 1999 Georgetown Landing and Hitchcock Plaza had average annual occupancy
rates of 100% and 92%, respectively. Whitehorse Plaza had an average annual
occupancy rate of 43%. An anchor tenant of White Horse Plaza, Wal-Mart, vacated
its 81,922 feet in January 1999 and moved across the street into a newer center.
Wal-Mart continues to pay its monthly rent as required by its lease. However,
in June 1999, the remaining anchor tenant in Whitehorse Plaza, Winn Dixie,
vacated its space and ceased paying rent. See Item 3. LEGAL PROCEEDINGS.

Lack of an anchor tenant will significantly impact the ability of Whitehorse
Plaza to attract and keep new tenants. Several of the remaining Whitehorse Plaza
tenants' monthly rentals have been reduced and converted to calculating rent
based on a percentage of sales, per clauses in their leases, due to the
departure of the anchor tenant. The vacancy rate at Whitehorse Plaza remains
high and is not expected to improve until a new anchor tenant is located. For
2000, legal fees are expected to increase significantly as the Partnership
pursues collections from the Whitehorse Plaza past due tenants.

Also, during 1999, the Partnership received $52,781 of override percentage of
sales rent from Wal-Mart based on 1998 sales, which will not recur in future
periods since Wal-Mart has vacated its space.

As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental environment of each of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels, and protecting the partnership from the burden of inflation-related
increases in expenses by increasing rents and maintaining a high occupancy
level. However due to changing market conditions, which can result in the use of
rental concessions and rental reductions to offset softening market conditions,
there is no guarantee that the Managing General Partner will be able to sustain
such a plan.


                                       9
<PAGE>   10


Liquidity and Capital Resources

The Partnership is highly leveraged and is in default on its original loan
agreements with the Lender. All three loans are cross-collateralized and
cross-defaulted. No cash flow is available for other than usual and routine
partnership operating expenses without the express permission of the Lender.

Under the covenants of its agreements with the Lender, within fifteen (15) days
following the end of each calendar quarter, the Partnership is required to
deposit all 'Net Cash Flow', as defined, into an account at a commercial bank
controlled jointly by the lender and Partnership, (the "Escrow Account") and to
submit written quarterly reports to the Lender, certified as to correctness by
an officer of the Partnership. Escrow Account funds are to be paid only for
tenant improvements, leasing commissions, capital improvements and/or debt
service shortfall as approved by the lender. Under the Partnership's loan
covenants, escrow cash is restricted and not available for payment to the
General or Limited Partners. Escrow Account cash at December 31, 1999 was
$561,000.

The Partnership held cash of $426,000 at December 31, 1999 as compared to
$480,000 at December 31, 1998. The Company's three mortgage loans mature in
full on May 20, 2000. The Lender may call the mortgage notes payable for full
repayment upon 15 days notice at any time. Should the Lender and the
Partnership not agree to a loan extension agreement, then the Partnership would
be forced to seek additional capital, sell assets, liquidate or surrender its
properties to the lender. There can be no assurance that debt restructuring
will continue to occur or that management will be able to raise sufficient
additional capital that will allow the Partnership to continue its operations
in its present form. Negotiations concerning restructuring the debt of the
three properties may also be influenced by changes in market interest rates and
other factors outside the control of management.

On December 29, 1999, effective May 10, 1999, the Partnership entered into a
loan modification agreement with the Lender to extend the maturity date of its
existing three loans to May 10, 2000 with interest accruing at 7%. Monthly
payments of principal and interest totaling $111,240 and monthly escrow payments
of $20,021 for a total of $131,261 are required under the agreement.

No cash distributions were made in 1999 or 1998. At present no future
distributions are expected.

Year 2000

The Partnership processes its records on computer hardware systems maintained by
Hull/Storey Development, LLC ("Hull/Storey"), the management company retained by
the General Partner of the partnership. The systems used by Hull/Storey are Year
2000 compliant. The Company experienced no Year 2000 related problems.


                                       10
<PAGE>   11


Other

Certain items discussed in this annual report may constitute forward looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual performance or
achievements of the Partnership to be materially different from any future
results performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements speak only as of the date of this
annual report. The Partnership expressly disclaims any obligation or undertaking
to release publicly any updates or revisions to any forward looking statements
contained herein to reflect any change in the Partnership's expectations with
regard thereto or any change in events, conditions or circumstances on which
such statement is based.


                                       11
<PAGE>   12



ITEM 7.  FINANCIAL STATEMENTS

BRUNNER COMPANIES INCOME PROPERTIES L.P. I

LIST OF FINANCIAL STATEMENTS

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

FINANCIAL STATEMENTS
     Balance sheet
     Statements of operations
     Statements of changes in partners' capital (deficit)
     Statements of cash flows
     Notes to financial statements





                                       12
<PAGE>   13


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Partners
BRUNNER COMPANIES INCOME PROPERTIES L.P. I

         We have audited the accompanying balance sheets of BRUNNER COMPANIES
INCOME PROPERTIES L.P. I (the Partnership) as of December 31, 1999 and 1998, and
the related statements of operations, changes in partners' capital (deficit) and
cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

         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 the
Partnership's 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 BRUNNER COMPANIES
INCOME PROPERTIES L.P. I as of December 31, 1999 and 1998, and the results of
its operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.

         The accompanying financial statements have been prepared assuming that
the Partnership will continue as a going concern. As discussed in Note I to the
financial statements, the Partnership's mortgage notes payable matured in
October of 1998. The Partnership received an initial extension from its lenders
which expired May, 1999. On December 29, 1999, the Partnership and its lenders
entered into a loan modification agreement extending the maturity date to May
2000. The Partnership's continued ability to operate is dependent on its ability
to either restructure its existing debt or raise additional capital.

                                      13
<PAGE>   14




These conditions raise substantial doubt about the Partnership's ability to
continue as a going concern. Management's plans regarding these matters are also
described in Note I. The financial statements do not include any adjustments
that might result from the outcome of these uncertainties.



Augusta, Georgia
March 16, 2000



                                      14
<PAGE>   15



                   BRUNNER COMPANIES INCOME PROPERTIES L.P. I
                                  BALANCE SHEET
                        (IN THOUSANDS, EXCEPT UNIT DATA)
                                DECEMBER 31, 1999


<TABLE>
<S>                                                                       <C>
ASSETS
       Cash and cash equivalents                                          $     426
       Accounts receivable - net and deposits                                   150
       Restricted cash in escrow                                                561
       Other assets                                                              66
       Investment properties - net                                           17,454
                                                                           --------

                                                                          $  18,657
                                                                          =========


LIABILITIES
       Accounts payable and accrued expenses                              $     127
       Tenant security deposits payable                                          19
       Mortgage notes payable                                                17,747
                                                                          ---------
                                                                             17,893
PARTNERS' CAPITAL (DEFICIT)
       General partner's                                $   (30)
       Class A limited partners' - 552,000 units
             issued and outstanding                         545
       Class B limited partners' - 61,333 units
             issued and outstanding                         249                 764
                                                       --------           ---------

                                                                          $  18,657
                                                                          =========
</TABLE>



The accompanying notes are an integral part of these financial statements.


                                      15
<PAGE>   16

                   BRUNNER COMPANIES INCOME PROPERTIES L.P. I
                            STATEMENTS OF OPERATIONS
                        (IN THOUSANDS, EXCEPT UNIT DATA)




<TABLE>
<CAPTION>
                                                         FOR THE YEARS ENDED
                                                            DECEMBER 31,
                                                      -----------------------
                                                        1999            1998
                                                      -------         -------
<S>                                                   <C>             <C>
REVENUE
      Rental income                                   $ 2,507         $ 2,832
      Other income                                         52              10
                                                      -------         -------

                                                        2,559           2,842
                                                      -------         -------

EXPENSES
      Operating                                           424             362
      General and administrative                           96             105
      Depreciation                                        672             667
      Interest                                          1,245           1,588
      Property taxes                                      187             200
                                                      -------         -------

                                                        2,624           2,922
                                                      -------         -------

NET LOSS FROM OPERATIONS                              $   (65)        $   (80)
                                                      =======         =======


Net loss allocated to general partner (1%)            $    (1)        $    (1)

Net loss allocated to Class A limited partners
     (89.1%)                                              (58)            (71)
Net loss allocated to Class B limited partners
     (9.9%)                                                (6)             (8)
                                                      -------         -------

                                                      $   (65)        $   (80)
                                                      =======         =======

Net loss per limited partnership unit                 $  (.11)        $  (.13)
                                                      =======         =======
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                      16
<PAGE>   17



                   BRUNNER COMPANIES INCOME PROPERTIES L.P. I
              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>

                                                      LIMITED PARTNERS
                                     GENERAL          -----------------
                                     PARTNER       CLASS A        CLASS B        TOTAL
                                     -------       -------        -------        -----

<S>                                  <C>           <C>            <C>            <C>
ORIGINAL CAPITAL
   CONTRIBUTIONS                      $  1         $ 5,520         $ 613         $ 6,134
                                      ====         =======         =====         =======

Partners' capital (deficit) at
   December 31, 1997                  $(28)        $   674         $ 263         $   909

Net loss for the year ended
   December 31, 1998                    (1)            (71)           (8)            (80)
                                      ----         -------         -----         -------

Partners' capital (deficit)
   December 31, 1998                   (29)            603           255             829

Net loss for the year ended
   December 31, 1999                    (1)            (58)           (6)            (65)
                                      ----         -------         -----         -------

PARTNERS' CAPITAL (DEFICIT)
   AT DECEMBER 31, 1999               $(30)        $   545         $ 249         $   764
                                      ====         =======         =====         =======
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                      17
<PAGE>   18




                   BRUNNER COMPANIES INCOME PROPERTIES L.P. I
                            STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                        FOR THE YEARS ENDED
                                                                            DECEMBER 31,
                                                                      -----------------------
                                                                        1999            1998
                                                                      -------         -------

<S>                                                                   <C>             <C>
OPERATING ACTIVITIES
     Net loss                                                         $   (65)        $   (80)

     Adjustments to reconcile net loss to net cash
         provided by operating activities:
         Depreciation                                                     672             667
         Change in deferred and accrued amounts
            Accounts receivable and deposits                              192              10
            Other assets                                                   22              76
            Accounts payable and accrued expenses                           9             (26)
            Accrued property taxes                                       (176)            (31)
            Tenant security deposits payable                               (1)              3
                                                                      -------         -------

             Net cash provided by operating activities                    653             619

INVESTING ACTIVITIES
    Purchase of property improvements and replacements                    (93)            (22)
    Net deposits to restricted escrows                                   (561)             --
                                                                      -------         -------

         Net cash used in investing activities                           (654)            (22)

FINANCING ACTIVITIES
     Payments on mortgage notes payable                                   (53)           (450)
                                                                      -------         -------

Net increase (decrease) in cash and cash equivalents                      (54)            147

Cash and cash equivalents at beginning of year                            480             333
                                                                      -------         -------

Cash and cash equivalents at end of year                              $   426         $   480
                                                                      =======         =======

Supplemental disclosure of cash flow information:
     Cash paid for interest                                           $ 1,245         $ 1,564
                                                                      =======         =======
</TABLE>



The accompanying notes are an integral part of these financial statements.


                                      18
<PAGE>   19

                   BRUNNER COMPANIES INCOME PROPERTIES L.P. I
                         NOTES TO FINANCIAL STATEMENTS


NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES


ORGANIZATION
         Brunner Companies Income Properties L.P. I (the "Partnership") is a
         Delaware limited partnership formed on February 29, 1988 for the
         purpose of acquiring and operating the following retail centers:
         Hitchcock Plaza, in Aiken, South Carolina; White Horse Plaza, in
         Greenville, South Carolina; and Georgetown Landing, in Georgetown,
         South Carolina (collectively referred to as the "Retail Centers"). The
         seller of these Retail Centers was related to the then general
         partners of the Partnership.

         The Partnership's term of existence expires December 31, 2008, unless
         it is earlier dissolved and terminated pursuant to the provisions of
         the partnership agreement.

         The general partner of the Partnership is Brunner Management Limited
         Partnership ("General Partner"). The General Partner is an Ohio
         limited partnership whose general partner is 104 Management, Inc.
         ("Managing General Partner"). From March 5, 1993 until November 17,
         1998, the majority of the outstanding stock of 104 Management, Inc.
         was held by IBGP, Inc., an affiliate of Insignia Financial Group, Inc.
         Prior to November 17, 1998, IBGP, Inc. effectively controlled the
         Managing General Partner of the Partnership.

         On November 17, 1998, BCIP I & III, LLC, (a Georgia limited liability
         company and an affiliate of Hull/Storey Development, LLC) purchased
         all of the outstanding stock of 104 Management, Inc. and thereby
         acquired the general partnership interest in Brunner Management
         Limited Partnership. BCIP I & III, LLC also purchased all of the
         outstanding Class B Limited Partnership units of the Partnership. As a
         result of this transaction, BCIP I & III, LLC effectively controls the
         Managing General Partner of the Partnership.

USE OF ESTIMATES
         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the amounts reported in the financial
         statements and accompanying notes. Actual results could differ from
         those estimates.


                                                                    (Continued)

                                      19
<PAGE>   20

NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

CASH AND CASH EQUIVALENTS
         The Partnership considers all highly liquid investments with a
         maturity, when purchased, of three months or less to be cash
         equivalents as well as operating cash held by the real estate
         management company on behalf of the Partnership's individual
         properties. At certain times, the amount of cash deposited at a bank
         may exceed the limit on insured deposits.

ALLOWANCE FOR DOUBTFUL ACCOUNTS
         The Partnership records as an allowance for doubtful accounts 100% of
         receivables over ninety days old, 50% of receivables over sixty but
         less than ninety-one days old and 100% of receivables from former
         tenants. The Partnership's allowance for doubtful accounts for the
         years ended December 31, 1999 and 1998 was $322,000 and $28,000,
         respectively.

RESTRICTED CASH IN ESCROW
         The Partnership is required to make quarterly payments of net cash
         flow, as defined, into a separate escrow account controlled jointly by
         the lender and the Partnership. These funds are to be used only for
         tenant improvements, leasing commissions, capital improvements and/or
         debt service shortfall as approved by the lender.

LEASE COMMISSIONS
         Lease commissions are capitalized and are amortized by the
         straight-line method over the term of the applicable lease. Lease
         commissions of approximately $125,000, net of accumulated amortization
         of approximately $60,000, are included in other assets.

LOAN COSTS
         Loan costs are amortized on a straight-line basis over the terms of
         the respective loans. As of December 31, 1998, loan costs have been
         fully amortized.

TENANT SECURITY DEPOSITS
         The Partnership requires security deposits from lessees for the
         duration of the lease. The security deposits are refunded when the
         tenant vacates, provided the tenant has not damaged its space and is
         current on its rental payments.

INVESTMENT PROPERTIES
         Investment properties are stated at cost less reductions for permanent
         impairments. Acquisition fees are capitalized as a cost of real
         estate. The Partnership records impairment losses on long-lived assets
         used in operations when events and circumstances indicate that the
         assets might be impaired and the undiscounted cash flows estimated to
         be generated by those assets are less than the carrying amounts of
         those assets.

                                                                    (Continued)

                                      20
<PAGE>   21

NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

DEPRECIATION
         Buildings and improvements are depreciated on the straight-line basis
         over an estimated useful life of 5 to 31.5 years. Tenant improvements
         are depreciated over the term of the applicable leases.

         For Federal income tax purposes, the Partnership depreciates a portion
         (89 percent attributable to non tax-exempt investors) of the
         property's basis using the straight-line method over thirty-one and
         one-half years and the balance (11 percent attributable to tax-exempt
         investors) using the straight-line method over forty years.

ADVERTISING
         The Partnership expenses the costs of advertising as incurred.

LEASES
         The Partnership leases certain commercial space to tenants under
         various lease terms. For leases with fixed rental increases during
         their term, rents are recognized on a straight-line basis over the
         terms of the leases. For all other leases, rents are recognized over
         the terms of the leases as earned.

INCOME TAXES
         No provision has been made in the financial statements for Federal
         income taxes because under current law, no Federal income taxes are
         paid directly by the Partnership. The Partners are responsible for
         their respective share of Partnership net income or loss.

FAIR VALUE
         The Partnership believes that the carrying amount of its financial
         instruments (except for long-term debt) approximates their fair value
         due to the short term maturity of these instruments. The fair value of
         the Partnership's long term debt, after discounting the scheduled loan
         payments, based on estimated borrowing rates currently available to
         the Partnership, approximate its carrying balance.

RECLASSIFICATIONS
         Certain reclassifications have been made to the 1998 information to
         conform to the 1999 presentation.


                                      21
<PAGE>   22

NOTE B - PARTNERSHIP ALLOCATIONS OF INCOME, LOSS AND DISTRIBUTIONS

         Distributions of operating cash flow, as defined in the partnership
agreement, will be distributed as follows:

         First, to the Class A Limited Partners until they have received a
         cumulative noncompounded annual cash return of 10% (Class A priority
         return) of their adjusted capital contributions;

         Second, to the Class B Limited Partners until they have received a
         cumulative noncompounded annual cash return of 10% (Class B priority
         return) of their adjusted capital contributions;

         Third, to the General Partner to the extent that taxable income for
         the fiscal year is allocated to the General Partner; and

         Fourth, to the Class A Limited Partners and to the Class B Limited
         Partners an amount equal to 90% and 10%, respectively, of the balance,
         if any, remaining.

         Taxable income or loss from operations will be allocated 89.1% to the
Class A Limited Partners, 9.9% to the Class B Limited Partners and 1% to the
General Partner.

         All excess proceeds from sales and debt refinancings generally will be
distributed in the following order:

         First, to the Class A Limited Partners until their adjusted capital
         contributions are reduced to zero;

         Second, to the Class B Limited Partners until their adjusted capital
         contributions are reduced to zero;

         Third, to the Class A Limited Partners for any unpaid priority return
         of cash distributions of operating cash flows;

         Fourth, to the Class B Limited Partners for any unpaid priority return
         of cash distributions of operating cash flows;

         Fifth, to the General Partner until its original capital contribution
         is reduced to zero; and

         The balance, if any, 67.5% to the Class A Limited Partners, 7.5% to
         the Class B Limited Partners and 25% to the General Partner.

                                                                    (Continued)

                                      22
<PAGE>   23

NOTE B - PARTNERSHIP ALLOCATIONS OF INCOME, LOSS AND DISTRIBUTIONS, CONTINUED

         As of December 31, 1999, the Partnership had an undeclared
distribution arrearage of approximately $4,637,000 or $8.40 per Class A unit
and approximately $704,000 or $11.49 per Class B unit of the cumulative annual
10% cash returns.

NOTE C - MORTGAGE NOTES PAYABLE

         The principle terms of the mortgage notes payable are as follows (in
thousands):

<TABLE>
<CAPTION>
                              PRINCIPAL     MONTHLY
                              BALANCE AT    PAYMENT         STATED                        BALANCE DUE
                             DECEMBER 31,  (INTEREST    INTEREST RATE   MATURITY DATE         AT
  PROPERTY                       1999       ONLY) (1)        (1)            (1)           MATURITY(2)
---------------             ------------   ----------   -------------  --------------   --------------
<S>                         <C>            <C>          <C>            <C>              <C>
Hitchcock Plaza                $10,004      $ 59             7%            5/00              $9,981

White Horse
  Plaza                          6,337        37             7%            5/00               6,322

Georgetown
  Landing                        1,406         8             7%            5/00               1,403
                               -------      ----                                             ------
      TOTAL                    $17,747      $104                                            $17,706
                               =======      ====                                             ======
</TABLE>

(1)   On December 29, 1999, the Partnership and the lender entered into a loan
      modification agreement, effective May 10, 1999 to extend the maturity
      dates of the mortgage notes to May 10, 2000. During the extension period,
      the mortgage notes bear interest at the rate of 7% per annum and the
      Partnership is required to make monthly payments of principal, interest
      and escrow of $131,261. Additionally, the Partnership is required to make
      quarterly payments of net cash flow, as defined, into a separate escrow
      account controlled jointly by the Lender and the Partnership.

(2)  The mortgages require a balloon payment at maturity for the remaining
     principal balance. These notes are all cross-collateralized and
     cross-defaulted and are secured by the properties and by a pledge of
     revenues from the respective properties.

     The mortgage notes payable are nonrecourse and are secured by the
properties and by a pledge of revenues from the respective properties.

                                      23
<PAGE>   24

NOTE D - OPERATING LEASES

         Tenants are responsible for their own utilities, maintenance of their
space, and payment of their proportionate share of common area maintenance,
utilities, insurance and real estate taxes. Real estate taxes, insurance, and
common area maintenance expenses are paid directly by the Partnership. The
Partnership is then reimbursed by the tenants for their proportionate share.
The expenses paid by the Partnership are included in the accompanying
statements of operations as property taxes and operating expenses. Amounts
reimbursed by the tenants are included in rental income.

         The future minimum rental payments to be received under operating
leases that have initial or remaining noncancellable lease terms in excess of
one year as of December 31, 1999, are as follows (in thousands):

<TABLE>

                        <S>                  <C>
                        2000                 $   2,018
                        2001                     2,006
                        2002                     1,877
                        2003                     1,731
                        2004                     1,608
                        Thereafter               5,399
                                             ---------
                                             $  14,639
                                             =========
</TABLE>

         Five anchor tenants represent $11,701,000 of the above minimum future
rentals under leases expiring 2006, 2007, and 2012.


NOTE E - MAJOR TENANTS

         Rent from tenants (excluding tenant reimbursements) representing at
least 10% of rental income were as follows (in thousands):

<TABLE>
<CAPTION>
                                          1999                      1998
                                   ---------------------     -------------------
                                   AMOUNT       PERCENT      AMOUNT      PERCENT
                                   ------      ---------     ------     --------
<S>                                <C>         <C>           <C>        <C>
K-Mart Corporation                 $360           14%         $360        13%
Kroger                              343           14           343        12
Wal-Mart Stores, Inc.               298           12           298        11
</TABLE>

                                      24
<PAGE>   25

NOTE F - INCOME TAXES

         The Partnership is classified as a partnership for Federal income tax
purposes. Accordingly, no provision for income taxes is made in the financial
statements of the Partnership. Taxable income or loss of the Partnership is
reported in the income tax returns of its partners.

         The following is a reconciliation of reported net loss and Federal
taxable loss (in thousands, except unit data):

<TABLE>
<CAPTION>
                                                         FOR THE YEAR ENDED DECEMBER 31,
                                                        ---------------------------------
                                                          1999                    1998
                                                        --------                ---------
<S>                                                     <C>                     <C>
Net loss as reported                                    $   (65)                   $ (80)
Add (deduct):
         Depreciation differences                            38                       36
         Allowance for doubtful accounts                    322
         Unearned income                                      1                      (14)
         Miscellaneous                                      (13)                     (29)
                                                        -------                   ------

Federal taxable income (loss)                           $   283                    $ (29)
                                                        =======                   ======

Federal taxable income (loss) per
  limited partnership unit                              $   .46                   $ (.05)
                                                        =======                   ======
</TABLE>

         The following is a reconciliation between the Partnership's reported
amounts and Federal tax basis of net assets and liabilities:

<TABLE>
                 <S>                                             <C>
                 Net assets as reported                          $     764
                 Allowance for doubtful accounts                       322
                 Land and buildings
                                                                        21
                 Accumulated depreciation                              481
                 Syndication costs                                     667
                 Other                                                   9
                                                                 ---------
                 Net assets - Federal tax basis                  $   2,264
                                                                 =========
</TABLE>


NOTE G - TRANSACTIONS WITH AFFILIATED PARTIES

         The Partnership has no employees and is dependent on the Managing
General Partner and its affiliates for the management and administration of all
partnership activities. The partnership agreement provides for payments to
affiliates for services and for reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were made to
affiliates of the Managing General Partner in 1999 and 1998 (in thousands):

                                                                    (Continued)

                                      25
<PAGE>   26

NOTE G - TRANSACTIONS WITH AFFILIATED PARTIES, CONTINUED

<TABLE>
<CAPTION>
                                                               FOR THE YEAR ENDED
                                                                  DECEMBER 31,
                                                              --------------------
                                                              1999            1998
                                                              ----            ----
<S>                                                           <C>             <C>
Property management fees (included in
      operating expenses)                                       87            $ 86

Reimbursement for services of affiliates
      (included in general and administrative
      expenses)                                                 31              46

Lease commissions for new leases (included in other
assets and amortized over the term of the leases)
                                                                47              37
</TABLE>

NOTE H - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION (IN THOUSANDS)

                                      INITIAL COST
                                     TO PARTNERSHIP
                       ------------------------------------------
<TABLE>
<CAPTION>

                                                                           NET COSTS (REMOVED)
                                                         BUILDINGS AND        CAPITALIZED
                                                        RELATED PERSONAL     SUBSEQUENT TO
    DESCRIPTION            ENCUMBRANCES        LAND         PROPERTY          ACQUISITION
---------------------     --------------     ---------  ---------------   ------------------
<S>                       <C>                <C>        <C>               <C>
Hitchcock Plaza              $10,004          $1,797         $12,629             $(207)
Whitehorse Plaza               6,337           1,975           6,931              (124)
Georgetown
   Landing                     1,406             428           1,711                19
                             -------          ------         -------             -----
TOTALS                       $17,747          $4,200         $21,271             $(312)
                             =======          ======         =======             =====
</TABLE>

                                                                    (Continued)

                                      26
<PAGE>   27

NOTE H - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION (IN THOUSANDS),
CONTINUED

                                        GROSS CARRYING VALUES
                                        AT DECEMBER 31, 1999
                   -------------------------------------------------------------
<TABLE>
<CAPTION>
                                 BUILDINGS AND
                                   RELATED
                                   PERSONAL                        ACCUMULATED          DATE       DEPRECIABLE
  DESCRIPTION         LAND         PROPERTY          TOTAL        DEPRECIATION        ACQUIRED     LIFE-YEARS
-----------------  --------     --------------     ---------     --------------      ---------     ------------
<S>                <C>          <C>                <C>           <C>                 <C>           <C>
Hitchcock
    Plaza          $ 1,756           $ 12,463       $ 14,219         $  4,544         7/12/88         5-31.5
Whitehorse
    Plaza            1,939              6,843          8,782            2,523         7/12/88         5-31.5
Georgetown
    Landing            428              1,730          2,158              638         7/12/88         5-31.5
                   -------          ---------       --------         --------
                   $ 4,123           $ 21,036       $ 25,159         $  7,705
                   =======          =========       ========         ========
</TABLE>

         The managing General Partner has evaluated the properties as if they
were a going concern and believes there is no impairment as of year end.

         Reconciliation of "Investment Properties and Accumulated
Depreciation":

<TABLE>
<CAPTION>
                                                 FOR THE YEAR ENDED
                                                     DECEMBER 31,
                                            ---------------------------
                                             1999                1998
                                            -------             -------
<S>                                         <C>                 <C>
INVESTMENT PROPERTIES

Balance at beginning of year                $25,066             $25,044
Property improvements                            93                  22
                                            -------             -------
Balance at end of year                      $25,159             $25,066
                                            =======             =======

ACCUMULATED DEPRECIATION

Balance at beginning of year                $ 7,033             $ 6,366
Additions charged to expense                    672                 667
                                            -------             -------
Balance at end of year                      $ 7,705             $ 7,033
                                            =======             =======
</TABLE>

         The aggregate cost of the real estate for Federal income tax purposes
at December 31, 1999 and 1998, is $25,181,000 and $25,088,000, respectively.
The accumulated depreciation balance for Federal income tax purposes at
December 31, 1999 and 1998, is $7,225,000 and $6,591,000, respectively.

                                      27
<PAGE>   28

NOTE I - CONTINGENCIES, LITIGATION, AND GOING CONCERN

         During 1999, Wal-Mart, a major tenant at White Horse Plaza vacated the
premises. Wal-Mart's lease, and resulting rental obligations under the lease,
do not expire until October 31, 2006. The General Partner expects Wal-Mart to
honor its obligations under its lease, however this vacancy may impact
occupancy for the remainder of the property. Also during 1999, four additional
tenants, leasing a total of 11,150 square feet in the property, or
approximately 7% of the property's total square feet, terminated their leases
and vacated the property. In addition, a tenant which leases 35,922 square
feet, or approximately 22% of the property's total square feet, stopped
honoring its contractual lease obligations, including payment of rent. The
Managing General Partner intends to actively pursue the Partnership's legal
remedies to require this tenant to comply with its contractual lease
obligations. However, the Partnership has reserved uncollected past due rent
from these former tenants.

         The cross-collateralized and cross-defaulted loans on Hitchcock Plaza,
White Horse Plaza, and Georgetown Landing matured in October 1998. The
Partnership received an initial extension from its lenders which expired May
1999. On December 29, 1999, the Partnership and lender entered into a loan
modification agreement to extend the maturity dates of the mortgage notes to May
2000. During the extension period, the mortgage notes bear interest at the rate
of 7% per annum and the Partnership is required to make monthly payments of
principal, interest and escrow totaling $131,261. Additionally, the Partnership
is required to make quarterly payments of net cash flow, as defined, into a
separate escrow account controlled jointly by the Lender and Partnership. The
Partnership's continued ability to operate is dependent on its ability to either
restructure its existing debt or raise additional capital. To that end the
managing General Partner is attempting to extend or modify the mortgage notes,
negotiating alternative financing sources requiring additional capital
infusions, and evaluating the Partnership's alternatives. However, there can be
no assurance that debt restructuring will occur or additional capital will be
raised in a manner that allows the Partnership to continue its operations in its
present form.


NOTE J - SUBSEQUENT EVENT

         On March 1, 2000 MP FALCON FUND, LLC; MP VALUE FUND 6, LLC; PREVIOUSLY
OWNED MORTGAGE PARTNERSHIP INCOME FUND, L.P.; ACCELERATED HIGH YIELD
INSTITUTIONAL INVESTORS, LTD.; and MORAGA FUND 1, LLC collectively offered to
purchase up to 220,800 Class A units of the Partnership upon the terms and
subject to the conditions set forth in their offer filed with the Securities
and Exchange Commission.

         The Partnership's Managing General Partner does not expect the offer
to have a material effect on the Partnership.


                                      28
<PAGE>   29

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

There were no disagreements with Elliott, Davis & Company, L.L.P. regarding the
1999 and 1998 audits of the Partnership's financial statements.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The Partnership has no officers or directors. The Managing General Partner
manages and controls the Partnership and has general responsibility and
authority in all matters affecting its business. The names and ages of the
directors and executive officers of 104 Management, Inc., the Partnership's
Managing General Partner, and the nature of all positions with 104 Management,
Inc. presently held by them are set forth below. There are no family
relationships between or among any officers and directors.

<TABLE>
<CAPTION>

Name                                Age                       Position
----                                ---                       --------
<S>                                 <C>                    <C>
James M. Hull                        48                    President and Director

Wayne Grovenstein                    31                    Vice President and Secretary

Deborah Mosley                       46                    Chief Accounting Officer
</TABLE>

James M. Hull has been President and Director of the Managing General Partner
and the Member-Manager of BCIP I & III, LLC since November of 1998. BCIP I &
III, LLC is an affiliate of Hull/Storey Development, LLC ("Hull/Storey") Mr.
Hull has acted as Member-Manager of Hull/Storey since December, 1993.

Wayne Grovenstein has been Vice President of the Managing General Partner since
November 1998. Mr. Grovenstein joined Hull/Storey in July 1995 where he serves
as Hull/Storey's Director of Development and Counsel. Prior to joining
Hull/Storey, Mr. Grovenstein was in the private practice of law in Atlanta,
Georgia.

                                      29
<PAGE>   30

Deborah Mosley has been the Chief Accounting Officer of the Managing General
Partner since November 1998. Ms. Mosley joined Hull/Storey in June 1994 and has
served as Hull/Storey's Chief Accounting Officer since that time.

ITEM 10.  EXECUTIVE COMPENSATION

No direct form of compensation was paid by the Partnership to any director or
officer of the Managing General Partner for the year ended December 31, 1999.
The Partnership has no plans to pay any such remuneration to any director or
officer of the Managing General Partner in the future. However, reimbursements
and other payments have been made to the Partnership's Managing General Partner
and its affiliates, as described in "Item 12. Certain Relationships and Related
Transactions" below.

No direct form of compensation was paid by the Partnership to any director or
officer of the Managing General Partner for the year ended December 31, 1999.
The Partnership has no plans to pay any such remuneration to any director or
officer of the Managing General Partner in the future. However, reimbursements
and other payments have been made to the Partnership's Managing General Partner
and its affiliates, as described in "Item 12. Certain Relationships and Related
Transactions" below.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of February 29, 2000, there were 552,000 Class A Limited Partnership Units
("Units") and 61,333 units of Class B Limited Partnership Interest
("Subordinated Interest") issued and outstanding. The following table sets
forth certain information, as of January 1, 2000, with respect to the ownership
of Units and units of Subordinated Interest by: (i) any person or group who is
known to the Partnership to be the beneficial owner of more than 5% of either
the Units or units of Subordinated Interest; (ii) the directors and officers of
the Managing General Partner, naming them; and (iii) the directors and officers
of the Managing General Partner as a group.

<TABLE>
<CAPTION>
                                                                                         Units of Subordinated
                                                               Units(1)                        Interest(1)
                                                               -----                           --------
                                                       Amount            Percent        Amount           Percent
                                                       ------            -------        ------           -------
<S>                                                    <C>               <C>            <C>              <C>
BCIP I & III, LLC
   3632 Wheeler Road, Suite 2
   P. O. Box 204227                                    --                  --           61,333            100%
   Augusta, Georgia 30917-4227
All directors and officers of
   The Managing General Partner
   (3 persons) as a group                              --                  --               --             --
</TABLE>

                                      30
<PAGE>   31

(1) The Limited Partners have no right or authority to participate in the
management or control of the Partnership or its business. However, Limited
Partners do have limited rights to approve or disapprove certain fundamental
Partnership matters as provided in "Article 7" of the Partnership Agreement.
Transfer of Units are subject to certain restrictions set forth in "Article 9"
of the Partnership Agreement.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The partnership agreement provides for payments to
affiliates for services and for reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were made to
affiliates of the Managing General Partner in 1999 and 1998 (in thousands):

<TABLE>
<CAPTION>
                                                         1999          1998
                                                         ----          ----
<S>                                                      <C>           <C>
Property management fees                                 $87           $86
Reimbursement for services of affiliates                  31            46
</TABLE>

Additionally, the Partnership paid approximately $47,000 and $37,000 to an
affiliate of the Managing General Partner for lease commissions related to new
leases at the Partnership's commercial properties during the years ended
December 31, 1999 and 1998, respectively. These lease commissions are included
in other assets and are amortized over the terms of the respective leases.

If the Partnership requires additional funds, the General Partner or its
affiliates may, but are not obligated to, lend funds to the Partnership. Any
such loan and any disposition, re-negotiation or other subsequent transaction
involving such loan, shall be made only upon receipt from an independent and
qualified advisor of an opinion letter to the effect that such proposed loan or
disposition, re-negotiation or subsequent transaction is fair and at least as
favorable to the Partnership as a loan to an unaffiliated borrower in similar
circumstances. The advisors compensation must be paid by the General Partner
and is not reimbursable by the Partnership. No such loan has yet been made by
the General Partner.

A commission of up to 2% of the sale price may be paid to Brunner Management
Limited Partnership upon the sale of each of the Retail Centers, if it performs
substantial services in connection with the sale. Any such commission paid to
the Brunner Management Limited

                                      31
<PAGE>   32

Partnership will be subordinated to the Limited Partners priority
distributions. Total commissions paid will not exceed those reasonable,
customary and competitive in light of the size and location of the Retail
Center sold.

Item 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits: See Exhibit Index contained herein.

(b) No reports on Form 8-K were filed during the fourth quarter of 1999.

                                      32
<PAGE>   33


SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                          BRUNNER COMPANIES INCOME PROPERTIES L.P. I
                          A Delaware Limited Partnership

                              By: Brunner Management Limited Partnership
                                  Its General Partner

                              By: 104 Management, Inc.
                                  Its Managing General Partner

                              By:  /s/ James M. Hull
                                  ------------------------------------------
                                  James M. Hull
                                  President and Director

                              Date: April 14, 2000
                                   -----------------------------------------

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
date indicated.

 /s/ James M. Hull         President and         Date:  April 14, 2000
---------------------------Director                   -------------------------
James M. Hull

 /s/ Deborah Mosley        Vice President and    Date:  April 14, 2000
---------------------------Chief Accounting           -------------------------
Deborah Mosley             Officer

                                      33
<PAGE>   34

                               INDEX OF EXHIBITS

<TABLE>
<CAPTION>

Exhibit No.                Description
-----------                -----------
<S>                        <C>

3.1                        Partnership Agreement of Brunner Companies Income Properties L.P. I (the"Partnership");
                           incorporated by reference to Exhibit 4.3 to Form 10-Q for the fiscal quarter ended
                           September 30, 1988.

3.2                        Certificate of Limited Partnership for the Partnership; incorporated by reference to
                           Exhibit 3.2 to Registration Statement No. 33-20527
                           on Form S-11.

4.1                        Form of Class A limited Partnership Interest Unit Certificate; incorporated by reference
                           to Exhibit 3.1 to Pre-effective Amendment No. 1 to Registration Statement No. 33-20527
                           on Form S-11.

4.2                        Form of Class B Limited Partnership Interest Unit Certificate; incorporated by reference
                           to Exhibit 3.1 to Pre-effective Amendment No. 1 to Registration Statement No. 33-20527 on
                           Form S-11.

10.1                       Purchase Agreement for Hitchcock Plaza; incorporated by reference to Exhibit 19.1 to Form
                           10-Q for the fiscal quarter ended September 30, 1988.

10.2                       Purchase Agreement for White Horse Plaza; incorporated by reference to Exhibit 19.2 to Form
                           10-Q for the fiscal quarter ended September 30, 1988.

10.3                       Purchase Agreement for Georgetown Landing; incorporated by reference to Exhibit 19.3 to Form
                           10-Q for the fiscal quarter ended September 30, 1988.

10.4                       Management Agreement for Hitchcock Plaza; incorporated by reference to Exhibit 19.4 to Form
                           10-Q for the fiscal quarter ended September 30, 1988.

10.5                       Management Agreement for White Horse Plaza; incorporated by reference to Exhibit 19.5 to Form
                           10-Q for the fiscal quarter ended September 30, 1988.
</TABLE>

                                      34
<PAGE>   35

<TABLE>
<S>                        <C>
10.6                       Management Agreement for Georgetown Landing; incorporated by reference to Exhibit 19.6 to Form
                           10-Q for the fiscal quarter ended September 30, 1988.

10.7                       Promissory Note secured by Mortgage on Hitchcock Plaza, with New York Life Insurance Company,
                           as Payee; incorporated by reference to Exhibit 19.7 to Form 10-Q for the fiscal quarter ended
                           September 30, 1988.

10.8                       Security Agreement relating to Hitchcock Plaza with  New York Life Insurance Company, as
                           Secured Party; incorporated by reference to Exhibit 19.8 to Form 10-Q for the fiscal quarter
                           ended September 30, 1988.

10.9                       Assignment of Lessor's Interest in Lease(s) relating to Hitchcock Plaza with New York Life
                           Insurance Company, as Mortgagee/Assignee; incorporated by reference to Exhibit 19.9 to Form 10-Q
                           for the fiscal quarter ended September 30, 1988.

10.10                      Hitchcock Plaza Mortgage with New York Life Insurance Company; incorporated by reference to
                           Exhibit 19.10 to Form 10-Q for the fiscal quarter ended September 30, 1988.

10.11                      Promissory Note secured by Mortgage on White Horse Plaza, with New York Life Insurance Company,
                           as Payee; incorporated by reference to Exhibit 19.11  to Form 10-Q for the fiscal quarter ended
                           September 30, 1988.

10.12                      Security Agreement relating to White Horse Plaza with New York Life Insurance Company, as Secured
                           Party; incorporated by reference to Exhibit 19.12 to Form 10-Q for the fiscal quarter ended
                           September 30, 1988.

10.13                      Assignment of Lessor's Interest in Lease(s) relating to White Horse Plaza with New York Life
                           Insurance Company, as Mortgagee/Assignee; incorporated by reference to Exhibit 19.13 to Form
                           10-Q for the fiscal quarter ended September 30, 1988.

10.14                      White Horse Plaza Mortgage with New York Life Insurance Company; incorporated by reference to
                           Exhibit 19.14 to Form 10-Q for the fiscal quarter ended September 30, 1988.

10.15                      Promissory Note secured by Mortgage on Georgetown Landing, with New York Life Insurance Company,
                           as Payee; incorporated
</TABLE>

                                      35
<PAGE>   36
<TABLE>
<S>                        <C>
                           by reference to Exhibit 19.15 to Form 10-Q for the fiscal quarter ended September 30, 1988.

10.16                      Assignment of Lessor's Interest in Lease(s) relating to Georgetown Landing with New York
                           Life Insurance Company, as Mortgagee/Assignee; incorporated by reference to Exhibit 19.16
                           to Form 10-Q for the fiscal quarter ended September 30, 1988.

10.17                      Security Agreement relating to Georgetown Landing with New York Life Insurance Company, as
                           Secured Party; incorporated by reference to Exhibit 19.17 to Form 10-Q for the fiscal
                           quarter ended September 30, 1988.

10.18                      Georgetown Landing Mortgage with New York Life Insurance Company; incorporated by reference
                           to Exhibit 19.18 to Form 10-Q for the fiscal quarter ended September 30, 1988.

10.19                      Commitment letter between New York Life Insurance Company and MBB Development Associates;
                           incorporated by reference to Exhibit 10.7 to Registration Statement No. 33-20527 on Form S-11.

10.20                      Commitment letter between New York Life Insurance Company and Dayton & Associates VII;
                           incorporated by reference to Exhibit 10.8 to Registration Statement No. 33-20527 on Form S-11.

10.21                      Commitment letter between New York Life Insurance Company and Dayton & Associates VII;
                           incorporated by reference to Exhibit 10.9 to Registration Statement No. 33-20527 on Form S-11.

10.22                      Hitchcock Center Lease with Goody's Family Clothing, Inc.; incorporated by reference to Exhibit
                           10.10 to Pre-effective Amendment No. 1 to Registration Statement No. 33-20527 on Form S-11.

10.23                      Hitchcock Center Lease with Franchise Enterprises, Inc.; incorporated by reference to Exhibit
                           10.11 to Pre-effective Amendment No. 1 to Registration Statement No. 33-20527 on Form S-11.

10.24                      Hitchcock Center Lease with Key Wholesale Corporation; incorporated by reference to Exhibit
                           10.12 to Pre-effective Amendment No. 1 to Registration Statement No. 33-20527 on Form S-11.
</TABLE>

                                      36
<PAGE>   37

<TABLE>
<S>                        <C>
10.25                      Side Agreement Regarding Rent Guarantee between MBB Development Associates and the Partnership;
                           incorporated by reference to Exhibit 10.31 to Form 10-K for the fiscal year ended December 31,
                           1988.

10.26                      Release and Termination of Lease between the Partnership and Key Wholesalers of Columbia, Inc.;
                           incorporated by reference to Exhibit 19.1 to Form 10-Q for the fiscal quarter ended June 30, 1989.

10.27                      Hitchcock Center Lease between the Partnership and Southco, Inc.; incorporated by reference
                           to Exhibit 19.2 to Form 10-Q for the fiscal quarter ended June 30, 1989.

10.28                      Construction Agreement between the Partnership and Gillam & Associates, Inc. regarding Southco
                           renovations; incorporated by reference to Exhibit 19.3 to Form 10-Q for fiscal quarter ended
                           June 30, 1989.

10.29                      Agreement between the Partnership and MBB Development Associates regarding Southco renovations;
                           incorporated by reference to Exhibit 19.4 to Form 10-Q for the fiscal quarter ended June 30, 1989.

10.30                      Hitchcock Center Lease with The Kroger Company; incorporated by reference to Exhibit 10.13 to
                           Pre-effective Amendment No. 1 to Registration Statement No. 33-20527 on Form S-11.

10.31                      Hitchcock Center Lease with K-Mart Corporation; incorporated by reference to Exhibit 10.14 to
                           Pre-effective Amendment No. 1 to Registration Statement No. 33-20527 on Form S-11.

10.32                      White Horse Plaza Lease with Wal-Mart Stores, Inc.; incorporated by reference to Exhibit 10.19
                           to Pre-effective Amendment No. 1 to Registration Statement No. 33-20527 on Form S-11.

10.33                      Amendment to Wal-Mart lease with White Horse Plaza; incorporated by reference to Exhibit 19.1
                           to Form 10-Q for fiscal quarter ended September 30, 1989.

10.34                      Second Amendment to Wal-Mart lease with White Horse  Plaza; incorporated by reference to
                           Exhibit 19.2 to Form 10-Q for fiscal quarter ended September 30, 1989.
</TABLE>

                                      37
<PAGE>   38
<TABLE>
<S>                        <C>
10.35                      White Horse Plaza Lease with Winn-Dixie Greenville, Inc.; incorporated by reference to
                           Exhibit 10.20 to Pre-effective Amendment No. 1 to Registration Statement No. 33-20527
                           on Form S-11.

10.36                      Georgetown Landing Transfer and Assignment of Lease with Rhonda and Leon Detzler;
                           incorporated by reference to Exhibit 10.24 to Pre-effective Amendment No. 1 to
                           Registration Statement No. 33-20527 on Form S-11.

10.37                      Georgetown Landing Lease with Food Lion, Inc.; incorporated by reference to Exhibit
                           10.25 to Pre-effective Amendment No. 1 to Registration Statement No. 33-20527 on Form
                           S-11.

10.38                      Letter Agreement dated January 14, 1991, amending the Georgetown  Landing Lease with
                           Coast-to-Coast incorporated by reference to Exhibit 10.38 to Form 10-K as of fiscal
                           year end December 31, 1990.

10.39                      Advisory Agreement made as of September 1, 1991 between Brunner Companies Income Properties
                           L.P. I and Insignia GP Corporation and Insignia Financial Group, Inc. incorporated by
                           reference to Exhibit 19.1 to Form 10-Q for the fiscal quarter ended September 30, 1991.

10.40                      First Amendment to Advisory Agreement changing effective date from September 1, 1991 to
                           October 1, 1991 incorporated by reference to Exhibit 19.2 to Form 10-Q for the fiscal
                           quarter ended September 30, 1991.

10.41                      Management Agreement for Georgetown Landing made as of December 1, 1991 between Brunner
                           Companies Income Properties L.P. and Insignia Management Group, L.P. Incorporated by
                           reference to Exhibit 10.41 to Form 10-K as of fiscal year end December 31, 1991.

10.42                      Management Agreement for White Horse Plaza made as of December 1, 1991 between Brunner
                           Companies Income Properties L.P. I and Insignia Management Group, L.P. Incorporated by
                           reference to Exhibit 10.42 to Form 10-K as of fiscal year end December 31, 1991.
</TABLE>

                                      38
<PAGE>   39
<TABLE>
<S>                        <C>
10.43                      Hitchcock Center Lease with Consolidated Stores Corporation incorporated by reference
                           to Exhibit 10.43 to Form 10-K as of fiscal year end  December 31, 1991.

10.44                      Transfer Agent Agreement between Brunner Companies Income Properties L.P. I and Insignia
                           GP Corporation incorporated by reference to Exhibit 10.44 to Form 10-K as of fiscal year
                           end December 31, 1991.

10.45                      Letter Agreement amending Georgetown Landing Lease with Coast-to- Coast incorporated by
                           reference to Exhibit 10.45 to Form 10-K as of fiscal year end December 31, 1991.

10.46                      Closing Agreement dated October 16, 1992 showing the acquisition of a majority of the
                           outstanding stock of 104 Management, Inc. by IBGP, Inc. incorporated by reference to
                           Exhibit 2 to Form 8-K dated March 5, 1993.

10.47                      Third loan modification and extension agreement, cross-pledge and default agreement,
                           and mortgage amendment agreement relating to Hitchcock Plaza effective September 29,
                           1995 by and between New York Life Insurance Company and Brunner Companies Income
                           Properties, L.P. I, a Delaware Limited Partnership incorporated by reference to Exhibit
                           10.47 to Form 10-QSB for the fiscal quarter ended September 30, 1995.

10.48                      Third loan modification and extension agreement, cross-pledge and default agreement,
                           and mortgage amendment agreement relating to  Whitehorse Plaza effective September 29,
                           1995 by and between New York Life Insurance Company and Brunner Companies Income
                           Properties, L.P. I, a Delaware Limited Partnership incorporated by reference to Exhibit
                           10.47 to Form 10-QSB for the fiscal quarter ended September 30, 1995.

10.49                      Third loan modification and extension agreement, cross-pledge and default agreement,
                           and mortgage amendment agreement relating to Georgetown Landing effective September 29,
                           1995 by and between New York Life Insurance Company and Brunner Companies Income
                           Properties, L.P. I, a Delaware Limited Partnership incorporated by reference to Exhibit
                           10.47 to Form 10-QSB for the fiscal quarter ended September 30, 1995.

10.50                      Modification Agreement relating to Hitchcock Plaza with New York Life Insurance Company,
                           as Secured Party; incorporated by
</TABLE>

                                      39
<PAGE>   40
<TABLE>
<S>                        <C>

                           reference to Exhibit 10.50 to Form 10-KSB for the fiscal year ended December 31, 1998.

10.51                      Modification Agreement relating to White Horse Plaza with New York Life Insurance
                           Company, as Secured Party; incorporated by reference to Exhibit 10.51 to Form 10-KSB
                           for the fiscal year ended December 31, 1998.

10.52                      Modification Agreement relating to Georgetown Plaza with New York Life Insurance
                           Company, as Secured Party; incorporated by reference to Exhibit 10.52 to Form 10-KSB
                           for the fiscal year ended December 31, 1998.

10.53                      Loan Modification Agreement dated December 29, 1999 relating to Hitchcock Plaza with New
                           York Life Insurance Company, as Secured Party.

10.54                      Loan Modification Agreement dated December 29, 1999 relating to White Horse Plaza with
                           New York Life Insurance Company, as Secured Party.

10.55                      Loan Modification Agreement dated December 29, 1999 relating to Georgetown Plaza with
                           New York Life Insurance Company, as Secured Party.

27.1                       Financial Data Schedule. (for SEC use only)
</TABLE>


                                      40