<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K
 
(Mark One)
 
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
 
For the fiscal year ended  December 31, 1996
 
                                       OR
 
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
 
For the transition period from _______________________ to ______________________
 
Commission file number 0-14271
 
               PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
                        A California Limited Partnership
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)
 
California                                 94-2949474
--------------------------------------------------------------------------------
(State or other jurisdiction of            (I.R.S. Employer
incorporation or organization)             Identification No.)
 
One Seaport Plaza, New York, N.Y.          10292-0116
--------------------------------------------------------------------------------
(Address of principal executive offices)   (Zip Code)
 
Registrant's telephone number, including area code (212) 214-1016
 
Securities registered pursuant to Section 12(b) of the Act:
 
                                      None
--------------------------------------------------------------------------------
                                (Title of class)
 
Securities registered pursuant to section 12(g) of the Act:
 
                Depositary Units of Limited Partnership Interest
--------------------------------------------------------------------------------
                                (Title of class)
 
   Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (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 CK  No _
 
   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [CK]
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
   Registrant's Annual Report to Unitholders for the year ended December 31,
1996 is incorporated by reference into Parts II and IV of this Annual Report on
Form 10-K
 
   Amended and Restated Limited Partnership Agreement of Registrant, dated
February 11, 1985, included as part of the Registration Statement filed with the
Securities and Exchange Commission on February 14, 1985 pursuant to Rule 424(b)
of the Securities Act of 1934 (the ``Prospectus'') is incorporated by reference
into Part IV of this Annual Report on Form 10-K
 
                          Index to exhibits can be found on pages 10 through 12.
 <PAGE>
<PAGE>
 
                      CAUTIONARY STATEMENT FOR PURPOSES OF
                       THE ``SAFE HARBOR'' PROVISIONS OF
              THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
 
   When used in this Annual Report on Form 10-K, the words ``Believes''
``Anticipates,'' ``Expects'' and similar expressions are intended to identify
forward-looking statements. Statements looking forward in time are included in
this Annual Report on Form 10-K pursuant to the ``Safe Harbor'' provision of the
Private Securities Litigation Reform Act of 1995. Such statements are subject to
certain risks and uncertainties which could cause actual results to differ
materially, including, but not limited to, those set forth in ``Management's
Discussion and Analysis of Financial Condition and Results of Operations.''
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Registrant undertakes no
obligation to publicly revise these forward-looking statements to reflect events
or circumstances occurring after the date hereof or to reflect the occurrence of
unanticipated events.
                                       2
 <PAGE>
<PAGE>
 
               PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
                        A California Limited Partnership
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
PART I                                                                                         PAGE
<S>        <C>                                                                                <C>
Item  1    Business.........................................................................  4
Item  2    Properties.......................................................................  5
Item  3    Legal Proceedings................................................................  6
Item  4    Submission of Matters to a Vote of Unitholders...................................  6
 
PART II
Item  5    Market for Registrant's Units and Related Unitholder Matters.....................  6
Item  6    Selected Financial Data..........................................................  7
Item  7    Management's Discussion and Analysis of Financial Condition and Results of
             Operations.....................................................................  7
Item  8    Financial Statements and Supplementary Data......................................  7
Item  9    Changes in and Disagreements with Accountants on Accounting and Financial
             Disclosure.....................................................................  7
PART III
Item 10    Directors and Executive Officers of the Registrant...............................  7
Item 11    Executive Compensation...........................................................  10
Item 12    Security Ownership of Certain Beneficial Owners and Management...................  10
Item 13    Certain Relationships and Related Transactions...................................  10
 
PART IV
Item 14    Exhibits, Financial Statement Schedules and Reports on Form 8-K
           Consolidated Financial Statements and Consolidated Financial Statement
             Schedules......................................................................  11
           Exhibits.........................................................................  11
           Reports on Form 8-K..............................................................  13
SIGNATURES..................................................................................  18
</TABLE>
                                       3
 <PAGE>
<PAGE>
 
                                     PART I
 
Item 1. Business
 
General
 
   Prudential-Bache/Equitec Real Estate Partnership, a California Limited
Partnership (the ``Registrant''), was formed in June 1984 and will terminate on
December 31, 2009 unless terminated sooner under the provisions of the Amended
and Restated Limited Partnership Agreement (the ``Partnership Agreement''). The
Registrant was formed to invest in income-producing real estate with proceeds
raised from the initial sale of 68,795 depositary units (``Units''). On November
21, 1994, the General Partners approved a change in the Registrant's fiscal year
for financial reporting purposes from October 31 to December 31. A Form 10-Q for
the two months ended December 31, 1994 was filed to cover the transition period
resulting from this change. The Registrant's fiscal year for income tax purposes
continues to be December 31.
 
   The Registrant is engaged solely in the business of real estate investment;
therefore, presentation of industry segment information is not applicable. For
information regarding the Registrant's properties (collectively, the
``Properties'' or individually, a ``Property''), see Item 2 Properties. For
information regarding the Registrant's operations, see Item 7 Management's
Discussion and Analysis of Financial Condition and Results of Operations
included in the Registrant's Annual Report to Unitholders for the year ended
December 31, 1996 (``Registrant's Annual Report'') which is filed as an exhibit
hereto.
 
   For the years ended December 31, 1996, December 31, 1995 and October 31,
1994, respectively, the following Properties' rental revenues exceeded 15% of
the Registrant's total revenue:
 
<TABLE>
<CAPTION>
                                      1996      1995      1994
                                      ----      ----      ----
<S>                                   <C>       <C>       <C>
Montrose Office Park                   40%       43%       46%
Poplar Towers                          19%       --        --
</TABLE>
 
      For the year ended October 31, 1994, Intersolv, a tenant in the Montrose
Office Park property accounted for approximately 10% of the Registrant's total
revenue. Intersolv's lease expired in June 1995 and it vacated its space at that
time. Technical Resources, Inc., another tenant in the Montrose Office Park
property, on an annualized basis, would have accounted for approximately 10% of
the Registrant's total revenue for the year ended December 31, 1995 and did
account for approximately 10% of the Registrant's total revenue for the year
ended December 31, 1996.
 
General Partners
 
   The general partners of the Registrant are Prudential-Bache Properties, Inc.
(``PBP''), and Glenborough Corporation (formerly Glenborough Realty Corporation)
and Robert Batinovich (together, ``Glenborough'') (collectively, the ``General
Partners'').
 
   Glenborough replaced Equitec Financial Group, Inc. (``EFG'') as co-General
Partner of the Partnership on May 4, 1994 when EFG transferred its general
partner interest to Glenborough and withdrew and retired as general partner.
This substitution occurred as a result of the consent of a majority of interests
of the limited partners approving the transaction which was detailed in a proxy
statement dated December 1, 1993. PBP continues as co-General Partner.
Glenborough Corporation continues to receive fees and expense reimbursements in
the same amount that was provided in the property management agreement. See Note
E to the consolidated financial statements in the Registrant's Annual Report
which is filed as an exhibit hereto.
 
Competition
 
   The General Partners and their affiliates have formed, and may continue to
form, various entities to engage in businesses which may be competitive with the
Registrant.
 
   The Registrant faces active competition in all aspects of its business and
must compete with entities which own properties similar in type to those owned
by the Registrant. The ability of the Registrant to compete with these entities
depends on many factors, including the size, condition and specific location of
its facilities, and is affected by the competitive conditions of the real estate
market in general and the local
                                       4
 <PAGE>
<PAGE>
markets in particular. Since each of the Registrant's Properties is located in
an area which contains numerous other properties which may be considered
competitive, the Registrant must compete on, among other factors, rental rates,
lease terms and amenities, including availability of parking and public
transportation.
 
   Many of the factors affecting the ability of the Registrant to compete, and
therefore affecting its revenues and expenses, are beyond the Registrant's
control, such as oversupply of similar rental facilities as a result of
overbuilding, increases in unemployment, population shifts, levels of corporate
activity, reduced availability of permanent mortgage funds, changes in zoning
laws or changes in tenants' needs. Expenses such as local real estate taxes and
utilities are subject to change and, while the provisions of certain existing
leases may mitigate the impact of any increases in such expenses, such changes
may not be fully reflected in rental rate increases upon lease renewal or in
connection with the execution of new leases if market conditions are not
favorable. Alternatively, the lack of new construction, reduced unemployment and
stable or reduced tax and utility expenses, all beyond the control of the
Registrant, may have a favorable impact upon the operations of the Properties.
The marketability of the Properties may also be affected (both positively and
negatively) by these factors as well as by changes in general or local economic
conditions including prevailing interest rates. Depending on market and economic
conditions, the Registrant may be required to retain ownership of its Properties
for periods longer than anticipated at acquisition or may need to sell or
refinance a Property during periods or under terms and conditions that are less
advantageous than would be the case if unfavorable economic or market conditions
did not exist.
 
Employees
 
   The Registrant has no employees. Management and administrative services for
the Registrant are performed by the General Partners and their affiliates
pursuant to the Partnership Agreement. The General Partners receive compensation
and reimbursement of expenses in connection with such activities as described in
Section X of the Partnership Agreement. See Note E to the consolidated financial
statements in the Registrant's Annual Report which is filed as an exhibit
hereto.
 
Item 2. Properties
 
   As of December 31, 1996, the Registrant owns the following properties:
 
<TABLE>
<CAPTION>
                                                                                                 Effective
                                                                                               Average Annual
                                         Occupancy Rate at                                      Rental Rate
                                            December 31,          Land        Net Rentable       Per Square
Location and Type                               1996           (in acres)    Square Footage         Foot
--------------------------------------   ------------------    ----------    --------------    --------------
<S>                                      <C>                   <C>           <C>               <C>
Poplar Tower
  Memphis, TN
  Office building                                 93%              3.95          100,901           $11.15
Montrose Office Park
  Rockville, MD
  Office building complex                         83%             18.42          187,131           $12.74
Totem Valley Business Center
  Kirkland, WA
  Industrial park                                 99%             10.40          121,645           $ 6.06
Gateway Plaza
  Sacramento, CA
  Office building                                 95%               .87           49,700           $17.08
Park Plaza
  Sacramento, CA
  Office building                                 76%              1.37           70,113           $12.23
                                                               ----------    --------------
                                                                  35.01          529,490
                                                               ----------    --------------
                                                               ----------    --------------
</TABLE>
                                       5
 <PAGE>
<PAGE>
 
   The Registrant originally invested in seven properties. In May 1993, the
Registrant and the first mortgage holder of the 399 Market Street property
entered into an agreement related to a deed-in-lieu of foreclosure with regard
to the property, and the Registrant delivered to the mortgage holder the title
to the property. Ashby Industrial Center was sold on August 8, 1992 and one of
the eight buildings comprising Totem Valley Business Center was sold on
September 16, 1991.
 
   The General Partners believe the Registrant's Properties are adequately
insured.
 
   For information regarding the Registrant's investment in Properties and the
encumbrances to which the Properties are subject, see Note C to the consolidated
financial statements in the Registrant's Annual Report which is filed as an
exhibit hereto.
 
   For additional information describing the Registrant's Properties, see
Supplementary Schedule III--Real Estate and Accumulated Depreciation on page 15
in Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K.
 
Item 3. Legal Proceedings
 
   None
 
Item 4. Submission of Matters to a Vote of Unitholders
 
   None
 
                                    PART II
 
Item 5. Market for Registrant's Units and Related Unitholder Matters
 
   As of March 3, 1997, there were 5,173 holders of record owning 68,795 Units.
A significant secondary market for the Units has not developed, and it is not
expected that one will develop in the future. There are also certain
restrictions set forth in Section IV of the Partnership Agreement limiting the
ability of a Unitholder to transfer Units. Consequently, holders of Units may
not be able to liquidate their investments in the event of an emergency or for
any other reason.
 
   There are no material restrictions upon the Registrant's present or future
ability to make distributions in accordance with the provisions of the
Partnership Agreement; however, the Registrant has paid no distributions from
operations or otherwise since 1988. The amount, if any, to be distributed by the
Registrant from cash generated by operations in future quarters will be based on
the extent to which cash flow generated by the Properties, after tenant and
capital improvement costs, is sufficient to support such distributions. No
distributions from operations are anticipated in the foreseeable future.
Furthermore, it is unlikely that investors will be returned a significant
portion of their original investment upon the sale of the Registrant's remaining
Properties and ultimate dissolution of the Registrant. For discussion of other
factors that may affect future distributions, see Management's Discussion and
Analysis of Financial Condition and Results of Operations on pages 10 through 11
of the Registrant's Annual Report which is filed as an exhibit hereto.
 
                                       6
 <PAGE>
<PAGE>
 
Item 6. Selected Financial Data
 
   The following table presents selected financial data of the Registrant. This
data should be read in conjunction with the consolidated financial statements of
the Registrant and the notes thereto on pages 2 through 9 of the Registrant's
Annual Report which is filed as an exhibit hereto.
<TABLE>
<CAPTION>
                                            Year ended        November 1
                                           December 31,        through        Year ended October 31,
                                         -----------------   December 31,   ---------------------------
                                          1996      1995         1994        1994      1993      1992
-------------------------------------------------------------------------------------------------------
                                                     (in thousands except per unit amounts)
<S>                                      <C>       <C>       <C>            <C>       <C>       <C>
Total revenue..........................  $ 6,414   $ 6,541     $  1,125     $ 6,544   $ 6,841   $ 7,917
                                         -------   -------   ------------   -------   -------   -------
                                         -------   -------   ------------   -------   -------   -------
Provision for loss on impairment of
  assets...............................  $    --   $    --     $     --     $    --   $  (250)  $  (614)
                                         -------   -------   ------------   -------   -------   -------
                                         -------   -------   ------------   -------   -------   -------
Gain (loss) on disposition of
  property.............................  $    33   $    --     $     --     $    --   $   338   $   (97)
                                         -------   -------   ------------   -------   -------   -------
                                         -------   -------   ------------   -------   -------   -------
Net loss...............................  $(1,138)  $(1,032)    $   (122)    $  (794)  $(1,898)  $(3,820)
                                         -------   -------   ------------   -------   -------   -------
                                         -------   -------   ------------   -------   -------   -------
Net loss per Unit......................  $(16.38)  $(14.86)    $  (1.76)    $(11.43)  $(27.31)  $(54.97)
                                         -------   -------   ------------   -------   -------   -------
                                         -------   -------   ------------   -------   -------   -------
Total assets...........................  $33,346   $34,388     $ 35,737     $36,110   $37,402   $45,046
                                         -------   -------   ------------   -------   -------   -------
                                         -------   -------   ------------   -------   -------   -------
Notes payable..........................  $26,650   $26,621     $ 26,862     $26,917   $27,328   $32,578
                                         -------   -------   ------------   -------   -------   -------
                                         -------   -------   ------------   -------   -------   -------
Total cash distributions...............  $    --   $    --     $     --     $    --   $    --   $    --
                                         -------   -------   ------------   -------   -------   -------
                                         -------   -------   ------------   -------   -------   -------
</TABLE>
 
Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations
 
   This information is incorporated by reference to pages 10 through 11 of the
Registrant's Annual Report which is filed as an exhibit hereto.
 
Item 8. Financial Statements and Supplementary Data
 
   The financial statements are incorporated by reference to pages 2 through 9
of the Registrant's Annual Report which is filed as an exhibit hereto.
 
Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure
 
   None
 
                                    PART III
 
Item 10. Directors and Executive Officers of the Registrant
 
   There are no directors or executive officers of the Registrant. The
Registrant is managed by the General Partners.
 
   The Registrant, the Registrant's General Partners and their directors and
executive officers, and any persons holding more than ten percent of the
Registrant's Units are required to report their initial ownership of such Units
and any subsequent changes in that ownership to the Securities and Exchange
Commission on Forms 3, 4 and 5. Such executive officers, directors and persons
who own greater than ten percent of the Registrant's Units are required by
Securities and Exchange Commission regulations to furnish the Registrant with
copies of all Forms 3, 4 or 5 they file. All of these filing requirements were
satisfied on a timely basis. In making these disclosures, the Registrant has
relied solely on written representations of the General Partners' directors and
executive officers and persons who own greater than ten percent of the
Registrant's Units or copies of the reports they have filed with the Securities
and Exchange Commission during and with respect to its most recent fiscal year.
 
                                       7
 <PAGE>
<PAGE>
 
Prudential-Bache Properties, Inc.
 
   The directors and executive officers of PBP and their positions with regard
to managing the Registrant are as follows:
 
<TABLE>
<CAPTION>
            Name                                      Position
<S>                             <C>
Thomas F. Lynch, III            President, Chief Executive Officer,
                                  Chairman of the Board of Directors and Director
Barbara J. Brooks               Vice President--Finance and Chief Financial Officer
Eugene D. Burak                 Vice President and Chief Accounting Officer
Chester A. Piskorowski          Senior Vice President
Frank W. Giordano               Director
Nathalie P. Maio                Director
</TABLE>
 
   THOMAS F. LYNCH, III, age 38, is the President, Chief Executive Officer,
Chairman of the Board of Directors and a Director of PBP. He is a Senior Vice
President of Prudential Securities Incorporated (``PSI''), an affiliate of PBP.
Mr. Lynch also serves in various capacities for other affiliated companies. Mr.
Lynch joined PSI in November 1989.
 
   BARBARA J. BROOKS, age 48, is the Vice President-Finance and Chief Financial
Officer of PBP. She is a Senior Vice President of PSI. Ms. Brooks also serves in
various capacities for other affiliated companies. She has held several
positions within PSI since 1983. Ms. Brooks is a certified public accountant.
 
   EUGENE D. BURAK, age 51, is a Vice President of PBP. He is a First Vice
President of PSI. Prior to joining PSI in September 1995, he was a management
consultant for three years and was with Equitable Capital Management Corporation
from March 1990 to May 1992. Mr. Burak is a certified public accountant.
 
   CHESTER A. PISKOROWSKI, age 53, is a Senior Vice President of PBP. He is a
Senior Vice President of PSI and is the Senior Manager of the Specialty Finance
Asset Management area. Mr. Piskorowski has held several positions within PSI
since April 1972. Mr. Piskorowski is a member of the New York and Federal Bars.
 
   FRANK W. GIORDANO, age 54, is a Director of PBP. He is a Senior Vice
President of PSI and an Executive Vice President and General Counsel of
Prudential Mutual Fund Management LLC, an affiliate of PSI. Mr. Giordano also
serves in various capacities for other affiliated companies. He has been with
PSI since July 1967.
 
   NATHALIE P. MAIO, age 46, is a Director of PBP. She is a Senior Vice
President and Deputy General Counsel of PSI and supervises non-litigation legal
work for PSI. She joined PSI's Law Department in 1983; presently, she also
serves in numerous capacities for other affiliated companies.
 
   There are no family relationships among any of the foregoing directors or
executive officers. All of the foregoing directors and/or executive officers
have indefinite terms.
 
Glenborough and Robert Batinovich
 
   Robert Batinovich, age 60, was the President, Chief Executive Officer and
Chairman of Glenborough Corporation from its inception in 1978 until his
resignation effective January 10, 1996. On August 31, 1994, Mr. Batinovich was
elected Chairman, President and Chief Executive Officer of Glenborough Realty
Trust Incorporated (``GLB''), a newly created Real Estate Investment Trust,
which began trading on the New York Stock Exchange on January 31, 1996. He was a
member of the Public Utilities Commission from 1975 to January 1979 and served
as its President from January 1977 to January 1979. He is a member of the Board
of Directors of Farr Company, a publicly held company that manufactures
industrial filters. He has extensive real estate investment experience. Mr.
Batinovich's business background includes managing and owning manufacturing,
vending and service companies and a national bank.
 
                                       8
 <PAGE>
<PAGE>
 
   The directors and executive officers of Glenborough Corporation and their
positions with regard to managing the Registrant are as follows:
 
<TABLE>
<CAPTION>
            Name                Position
<S>                             <C>
Andrew Batinovich               Chief Executive Officer and Chairman of the Board
Robert E. Bailey                Secretary and Corporate Counsel
Sandra L. Boyle                 President and Chief Operating Officer
June Gardner                    Director
Terri Garnick                   Chief Financial Officer
Judy Henrich                    Vice President
Wallace A. Krone, Jr.           Director
</TABLE>
 
   ANDREW BATINOVICH, age 38, was elected Chairman of the Board and Chief
Executive Officer of Glenborough Corporation on January 10, 1996. He has been
employed by Glenborough Corporation since 1983, and had functioned since 1987 as
Chief Operating Officer and Chief Financial Officer. Mr. Batinovich also serves
as Executive Vice President, Chief Operating Officer, Chief Financial Officer
and Director of GLB. He holds a California real estate broker's license and is a
Member of the National Advisory Council of BOMA International. He received his
B.A. in International Finance from the American University in Paris. Prior to
joining Glenborough Corporation, Mr. Batinovich was a lending officer with the
International Banking Group and the Corporate Real Estate Division of Security
Pacific National Bank. He is the son of Robert Batinovich.
 
   ROBERT E. BAILEY, age 35, joined Glenborough Corporation in 1989 as Associate
Counsel and was elected Secretary of Glenborough Corporation on May 15, 1995. He
is responsible for all landlord/tenant documentation, tenant litigation,
corporate and partnership matters and employment matters. In 1984, he received
his Bachelor of Arts degree from the University of California at Santa Barbara
and his Juris Doctor degree from Vermont Law School in 1987. From 1987 to 1989,
Mr. Bailey was an associate with the law firm of Pedder, Stover, Hesseltine &
Walker, where he specialized in business litigation. He is a member of the State
Bar of California.
 
   SANDRA L. BOYLE, age 48, has been associated with Glenborough Corporation or
its associated entities since 1984 and has served as President and Chief
Operating Officer of Glenborough Corporation since January 10, 1996. She was
originally responsible for residential marketing, and her responsibilities were
gradually expanded to include residential leasing and management in 1985, and
commercial leasing and management in 1987. She was elected Vice President in
1989, and continues to supervise marketing, leasing, property management
operations and regional offices. Ms. Boyle also serves as a Senior Vice
President of GLB. Ms. Boyle holds a California real estate broker's license and
a CPM designation, and is a member of the National Advisory Council and Finance
Committee of BOMA International; and is on the Board of Directors of BOMA San
Francisco and BOMA California.
 
   JUNE GARDNER, age 45, was elected a director of Glenborough Corporation on
January 10, 1996. She was associated with Glenborough Corporation from 1984
through 1995, as Senior Vice President and Corporate Controller with
responsibilities in the areas of corporate financial planning, reporting,
accounting and banking relationships. Before joining Glenborough Corporation,
Ms. Gardner was Assistant Vice President of JMB Realty Corporation from 1977 to
1984, with responsibilities in the areas of financial management and reporting.
 
   TERRI GARNICK, age 36, has served as Chief Financial Officer of Glenborough
Corporation since January 10, 1996. She is also Senior Vice President, Chief
Accounting Officer and Treasurer of GLB. Ms. Garnick is responsible for property
management accounting, financial statements, audits, Securities and Exchange
Commission reporting, and tax returns. Prior to joining Glenborough Corporation
in 1989, Ms. Garnick was a controller at August Financial Corporation from 1986
to 1989 and was a Senior Accountant at

                                       9
 <PAGE>
<PAGE>
Deloitte, Haskins and Sells from 1983 to 1986. She is a Certified Public
Accountant and has a Bachelor of Science degree from San Diego State University.
 
   JUDY HENRICH, age 51, is a Vice President of Glenborough Corporation,
effective January 10, 1996 and is responsible for the coordination of all
broker-dealer and investor communications for partnerships managed by
Glenborough Corporation. Prior to joining Glenborough Corporation, Ms. Henrich
was associated with Rancon Financial Corporation from 1981 through early 1995,
and as Senior Vice President since 1985, with responsibilities similar to those
at Glenborough Corporation. Ms. Henrich also served as Executive Vice President
of Rancon Securities Corporation from 1988 to 1991, and thereafter as its Chief
Executive Officer. Prior to joining Rancon, Ms. Henrich was manager of public
relations and advertising for Kaiser Development Company, a diversified real
estate holding company.
 
   WALLACE A. KRONE, JR., age 65, has been an entrepreneur in the restaurant
business since 1965, and owns a number of Burger King restaurants in the San
Francisco area. Mr. Krone has been associated with Glenborough Corporation since
1982 as an investor in one or more partnerships, and has been a member of the
board of directors of Glenborough Corporation since 1989.
 
   Except as noted above, there are no family relationships among the foregoing
directors or executive officers.
 
Item 11. Executive Compensation
 
   The Registrant does not pay or accrue any fees, salaries or any other form of
compensation to directors and officers of the General Partners for their
services. Certain officers and directors of the General Partners receive
compensation from the General Partners and their affiliates, not from the
Registrant, for services performed for various affiliated entities, which may
include services performed for the Registrant; however, the General Partners
believe that any compensation attributable to services performed for the
Registrant is immaterial. See Item 13 Certain Relationships and Related
Transactions for information regarding compensation to the General Partners.
 
Item 12. Security Ownership of Certain Beneficial Owners and Management
 
   Glenborough Corporation's common stock is owned by Sandra L. Boyle, June
Gardner and Wallace A. Krone, Jr., each owning a one-third interest and all of
the preferred stock is owned by Glenborough Realty Trust Incorporated.
 
   As of March 3, 1997, no director or executive officer of PBP owns directly or
beneficially any interest in the voting securities of PBP.
 
   As of March 3, 1997, no director or executive officer of any of the General
Partners owns directly or beneficially any of the Units issued by the
Registrant.
 
   As of March 3, 1997, no beneficial owner who is neither a director nor
executive officer of either of the General Partners beneficially owns more than
five percent (5%) of the outstanding Units issued by the Registrant.
 
Item 13. Certain Relationships and Related Transactions
 
   The Registrant has and will continue to have certain relationships with the
General Partners and their affiliates. However, there have been no direct
financial transactions between the Registrant and the directors or officers of
the General Partners.
 
   Reference is made to Note E to the consolidated financial statements in the
Registrant's Annual Report which is filed as an exhibit hereto, which identifies
the related parties and discusses the services provided by these parties and the
amounts paid or payable for their services.
 
                                       10
 <PAGE>
<PAGE>
 
                                    PART IV
 
<TABLE>
<CAPTION>
                                                                                           Page in
                                                                                        Annual Report
                                                                                        -------------
<S>  <C>   <C>                                                                          <C>
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)     1. Consolidated Financial Statements and Independent Auditors'
           Report--Incorporated
           by reference to the Registrant's Annual Report which is filed as an exhibit
           hereto
           Independent Auditors' Report                                                       2
           Consolidated Financial Statements:
           Consolidated Statements of Financial Condition--December 31, 1996 and
           December 31, 1995                                                                  3
           Consolidated Statements of Operations--Years ended December 31, 1996 and
           1995, November 1 through December 31, 1994, and the year ended October 31,
           1994                                                                               4
           Consolidated Statements of Changes in Partners' Capital--Years ended
           December 31, 1996 and 1995, November 1 through December 31, 1994, and the
           year ended October 31, 1994                                                        4
           Consolidated Statements of Cash Flows--Years ended December 31, 1996 and
           1995, November 1 through December 31, 1994, and the year ended October 31,
           1994                                                                               5
           Notes to Consolidated Financial Statements                                         6
        2. Consolidated Financial Statement Schedules and Independent Auditors' Report
           on Schedules
           Independent Auditors' Report on Schedules
           Schedules:
           II--Valuation and Qualifying Accounts and Reserves--Year ended December 31,
           1996 and 1995 and the year ended October 31, 1994
           III--Consolidated Real Estate and Accumulated Depreciation--At December 31,
           1996
           All other schedules have been omitted because they are not applicable or
           the required information is included in the consolidated financial
           statements and notes thereto.
        3. Exhibits
           Description:
3 and 4    Amended and Restated Limited Partnership Agreement of Registrant dated
           February 11, 1985 (incorporated by reference to Amendment No. 1 to the
           Registrant's Form S-11 Registration Statement filed on February 14, 1985)
           and Amendment No. 1 thereto dated April 18, 1985 (incorporated by reference
           to Form 8-A filed on February 28, 1986), as amended on March 25, 1994
           (incorporated by reference to the Registrant's 1994 Annual Report filed on
           Form 10-K)
3 and 4    Amended and Restated Agreement between General Partners dated December 28,
           1990 (incorporated by reference to the Registrant's 1990 Annual Report
           filed on Form 10-K)
</TABLE>
                                       11
 <PAGE>
<PAGE>
<TABLE>
<S>  <C>   <C>                                                                          <C>
     10(a) Note Modification Agreement between Montrose Office Park Joint Venture (a
           joint venture which is indirectly wholly-owned by the Registrant) and The
           Variable Annuity Life Insurance Company (incorporated by reference to the
           Registrant's 1991 Annual Report filed on Form 10-K)
     10(b) Settlement Statement on Ashby Industrial Center dated August 6, 1992
           (incorporated by reference to the Registrant's 1992 Annual Report filed on
           Form 10-K)
     10(c) Escrow Instruction on Sale of Ashby Industrial Center dated August 6, 1992
           (incorporated by reference to the Registrant's 1992 Annual Report filed on
           Form 10-K)
     10(d) Agreement regarding Deed-in-Lieu of Foreclosure and Related Matters between
           the Registrant and Fidelity Bank N.A. dated May 11, 1993 (incorporated by
           reference to the Registrant's Quarterly Report for the period ended April
           30, 1993 filed on Form 10-Q)
     10(e) Loan Agreement by and among Registrant and Montrose Office Park Joint
           Venture (a joint venture which is indirectly wholly-owned by the
           Registrant), and Wells Fargo Bank, National Association, executed as of
           December 13, 1996. (1)
     10(f) Amended, Restated and Consolidated Promissory Note dated December 13, 1996
           in the amount of $26,650,000.00 by and among Registrant and Montrose Office
           Park Joint Venture and Wells Fargo Bank, National Association. (1)
     10(g) Deed of Trust, With Absolute Assignment of Leases and Rents, Security
           Agreement, Assignment of Equipment Leases, Assignment of Permits and
           Fixture Filing dated December 13, 1996 by and among Registrant, American
           Securities Company, a corporation and Wells Fargo Bank, National
           Association relating to the property known as Park Plaza Professional
           Center, 1303 J Street, Sacramento, Sacramento County, California and to the
           property known as Gateway Executive Center, 801 12th Street, Sacramento,
           Sacramento County, California. (1)
     10(h) Deed of Trust, With Absolute Assignment of Leases and Rents, Security
           Agreement, Assignment of Equipment Leases, Assignment of Permits and
           Fixture Filing dated December 13, 1996 by and among Registrant, Chicago
           Title Insurance Company, a Missouri corporation and Wells Fargo Bank,
           National Association relating to the property known as Totem Valley
           Business Center, 12800 N.E. 126th Place, Kirkland, King County, Washington.
           (1)
     10(i) Amended and Restated Deed of Trust, With Absolute Assignment of Leases and
           Rents, Security Agreement, Assignment of Equipment Leases, Assignment of
           Permits and Fixture Filing dated December 13, 1996 by and among Montrose
           Office Park Joint Venture, Chicago Title Insurance Company,a Missouri
           corporation and Wells Fargo Bank, National Association relating to the
           property known as Montrose Office Park, 3200-3206 Tower Oaks Boulevard,
           Rockville, Montgomery County, Maryland. (1)
     10(j) Deed of Trust, With Absolute Assignment of Leases and Rents, Security
           Agreement, Assignment of Equipment Leases, Assignment of Permits and
           Fixture Filing dated December 13, 1996 by and among Registrant, J. Richard
           Rossie, a resident of Shelby County, Tennessee and Wells Fargo Bank,
           National Association relating to the property known as Poplar Towers, 6263
           Poplar Avenue, Memphis, Tennessee. (1)
        13 Registrant's Annual Report to Unitholders for the year ended December 31,
           1996 (with the exception of the information and data incorporated by
           reference in Items 7 and 8 of this Annual Report on Form 10-K, no other
           information or data appearing in the Registrant's Annual Report is to be
           deemed filed as part of this report)
        27 Financial Data Schedule (filed herewith)
</TABLE>
                                       12
 <PAGE>
<PAGE>
<TABLE>
<S>  <C>   <C>                                                                          <C>
(b)        Reports on Form 8-K
           Registrant's Current Report on Form 8-K dated December 20, 1996, as filed
           with the Securities and Exchange Commission on January 21, 1997 relating to
           Item 5 regarding the refinancing of the mortgage loans on the Registrant's
           properties.
</TABLE>
---------------
(1) Incorporated by reference to applicable exhibit included in Registrant's
Current Report on Form 8-K dated December 20, 1996
 
                                       13
 <PAGE>
<PAGE>
 
                          INDEPENDENT AUDITORS' REPORT
 
Prudential-Bache/Equitec Real Estate Partnership
  (a California limited partnership):
 
We have audited the consolidated financial statements of
Prudential-Bache/Equitec Real Estate Partnership (a California limited
partnership) as of December 31, 1996 and 1995, and for the years ended December
31, 1996 and 1995 and October 31, 1994, and the period November 1, 1994 through
December 31, 1994, and have issued our report thereon dated February 18, 1997;
such financial statements and report are included in your 1996 Annual Report and
are incorporated herein by reference. Our audits also included the consolidated
financial statement schedules of Prudential-Bache/Equitec Real Estate
Partnership, listed in Item 14. These financial statement schedules are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion based on our audits. In our opinion, such financial statement
schedules, when considered in relation to the basic financial statements taken
as a whole, present fairly in all material respects the information set forth
therein.
 
/s/ Deloitte & Touche LLP
San Francisco, California
February 18, 1997
                                       14
 <PAGE>
<PAGE>
 
               PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
                        A California Limited Partnership
          SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
--------------------------------------------------------------------------------
 
Allowance for Loss on Impairment of Assets
 
<TABLE>
<CAPTION>
                                                                                     Deduc-
                                                                                 tions-Amounts        Balance at
 Year ended     Year ended         Balance at          Additions-Amounts       written-off during       end of
December 31,    October 31,     beginning of year     reserved during year            year               year
------------    -----------     -----------------     --------------------     ------------------     ----------
<S>             <C>             <C>                   <C>                      <C>                    <C>
   1996                            $   500,000             $       --              $       --         $  500,000
   1995*                               500,000                     --                      --            500,000
                   1994                500,000                     --                      --            500,000
</TABLE>
 
* Includes the period November 1 through December 31, 1994.
 
                                       15
 <PAGE>
<PAGE>
 
               PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
                        A California Limited Partnership
      SCHEDULE III--CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
                               December 31, 1996
                                 (in thousands)
<TABLE>
<CAPTION>
                                                Initial cost to
                                                  Registrant
                                           -------------------------
                                                         Buildings                             Gross amount at which carried
                                                            and            Net costs                 at close of period
                                                         improve-         capitalized      --------------------------------------
                                                          ments,          (disposed)                    Buildings,
                          Encumbrances                   furniture       subsequent to                  furniture
     Description              (C)           Land       and fixtures       acquisition       Land       and fixtures     Total (A)
<S>                       <C>              <C>         <C>               <C>               <C>         <C>              <C>
----------------------    ------------     -------     -------------     -------------     -------     ------------     ---------
Poplar Tower
  Memphis, TN
  Office building           $     --       $ 1,678        $ 4,928           $ 1,348        $ 1,678       $  6,276        $  7,954
Montrose Office Park
  Rockville, MD
  Office building
  complex                         --         5,918         15,766             2,416          5,918         18,182          24,100
Totem Valley
Business Center
  Kirkland, WA
  Industrial park                 --         2,666          5,265              (518)         2,083          5,330           7,413
Gateway and Park
Plaza
  Sacramento, CA
  Office buildings                --         1,163          9,075             1,682          1,163         10,757          11,920
Note Payable                  26,650
                          ------------     -------     -------------     -------------     -------     ------------     ---------
Totals                      $ 26,650       $11,425        $35,034           $ 4,928        $10,842       $ 40,545        $ 51,387
                          ------------     -------     -------------     -------------     -------     ------------     ---------
                          ------------     -------     -------------     -------------     -------     ------------     ---------
                                        See notes to Schedule III on the following page.
 
<CAPTION>
 
                                                                           Life on
                                                                            which
                                                                        depreciation
                                                                        in the latest
                        Accumulated                                     statement of
                        depreciation      Date of           Date        operations is
     Description            (B)         construction      acquired        computed
<S>                       <C>           <C>              <C>            <C>
----------------------  -----------     ------------     ----------     -------------
Poplar Tower
  Memphis, TN                                                            3 to
  Office building         $ 4,256             1974         5/01/86       30 years
Montrose Office Park
  Rockville, MD
  Office building                                                        3 to
  complex                   7,559          1980-83         8/11/86       30 years
Totem Valley
Business Center
  Kirkland, WA                                                           3 to
  Industrial park           2,522          1983-86         3/13/87       30 years
Gateway and Park
Plaza
  Sacramento, CA                                                         3 to
  Office buildings          5,297             1982         6/15/87       30 years
Note Payable
                        -----------
Totals                    $19,634
                        -----------
                        -----------
</TABLE>
                                       16
 <PAGE>
<PAGE>
 
               PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
                        A California Limited Partnership
                             NOTES TO SCHEDULE III
                                 (in thousands)
                               December 31, 1996
 
NOTE A--RECONCILIATION SUMMARY OF TRANSACTIONS--REAL ESTATE
 
<TABLE>
<CAPTION>
                                                                              November 1
                                            Year ended       Year ended        through        Year ended
                                           December 31,     December 31,     December 31,     October 31,
                                               1996             1995             1994            1994
                                           ------------     ------------     ------------     -----------
<S>                                        <C>              <C>              <C>              <C>
Balance at beginning of period               $ 50,605         $ 50,013         $ 49,983         $49,647
Additions during period                           810              592               30             336
                                           ------------     ------------     ------------     -----------
                                               51,415           50,605           50,013          49,983
Cost of land conveyed                             (28)              --               --              --
                                           ------------     ------------     ------------     -----------
Balance at end of period                     $ 51,387         $ 50,605         $ 50,013         $49,983
                                           ------------     ------------     ------------     -----------
                                           ------------     ------------     ------------     -----------
</TABLE>
 
   The allowance for loss on impairment for the above assets is $500 at December
31, 1996. See Note C to the consolidated financial statements in the
Registrant's Annual Report which is filed as an exhibit hereto.
 
   The aggregate cost of land, buildings, and furniture and fixtures for Federal
income tax purposes for the tax year ended December 31, 1996 was $49,976.
 
NOTE B--RECONCILIATION SUMMARY OF TRANSACTIONS--ACCUMULATED DEPRECIATION
 
<TABLE>
<CAPTION>
                                                                              November 1
                                            Year ended       Year ended        through        Year ended
                                           December 31,     December 31,     December 31,     October 31,
                                               1996             1995             1994            1994
                                           ------------     ------------     ------------     -----------
<S>                                        <C>              <C>              <C>              <C>
Balance at beginning of period               $ 17,905         $ 16,177         $ 15,889         $14,253
Additions during period                         1,729            1,728              288           1,636
                                           ------------     ------------     ------------     -----------
Balance at end of period                     $ 19,634         $ 17,905         $ 16,177         $15,889
                                           ------------     ------------     ------------     -----------
                                           ------------     ------------     ------------     -----------
</TABLE>
 
NOTE C--ENCUMBRANCES
 
   The note payable is secured by Deeds of Trust on each of the respective
properties and by security interests in the respective property's leases and
rents, and equipment and fixtures contained therein.
 
                                       17
 <PAGE>
<PAGE>
 
                                   SIGNATURES
 
   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized.

Prudential-Bache/Equitec Real Estate
Partnership,
A California Limited Partnership

By: Prudential-Bache Properties, Inc.,
    A Delaware corporation, Managing General Partner
     By: /s/ Eugene D. Burak                      Date: March 27, 1997
     ----------------------------------------
     Eugene D. Burak
     Vice President and Chief Accounting Officer
By: Glenborough Corporation
    General Partner
     By: /s/ Andrew Batinovich                    Date: March 27, 1997
     ----------------------------------------
     Andrew Batinovich
     Chief Executive Officer and Chairman of
     the Board of Directors
By: Robert Batinovich
    General Partner
     By: /s/ Robert Batinovich                    Date: March 27, 1997
     ----------------------------------------
     Robert Batinovich
     General Partner

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities (with respect to the General Partners) and on
the dates indicated.

By: Prudential-Bache Properties, Inc.,
    A Delaware corporation, Managing General Partner
    By: /s/ Thomas F. Lynch, III                 Date: March 27, 1997
    ----------------------------------------
    Thomas F. Lynch, III
    President, Chief Executive Officer,
    Chairman of the Board of Directors and
    Director
    By: /s/ Barbara J. Brooks                    Date: March 27, 1997
    ----------------------------------------
    Barbara J. Brooks
    Vice President-Finance and Chief
    Financial Officer
    By: /s/ Eugene D. Burak                      Date: March 27, 1997
    ----------------------------------------
    Eugene D. Burak
    Vice President
    By: /s/ Frank W. Giordano                    Date: March 27, 1997
    ----------------------------------------
    Frank W. Giordano
    Director
    By: /s/ Nathalie P. Maio                     Date: March 27, 1997
    ----------------------------------------
    Nathalie P. Maio
    Director
                                       18

<PAGE>
 
By: Glenborough Corporation and Robert
Batinovich
    General Partners
    By: /s/ Robert Batinovich                    Date: March 27, 1997
    ----------------------------------------
    Robert Batinovich
    Individually
    By: /s/ Andrew Batinovich                    Date: March 27, 1997
    ----------------------------------------
    Andrew Batinovich
    Chief Executive Officer and Chairman of
    the Board of Directors
    By: /s/ June Gardner                         Date: March 27, 1997
    ----------------------------------------
    June Gardner
    Director
    By: /s/ Terri Garnick                        Date: March 27, 1997
    ----------------------------------------
    Terri Garnick
    Chief Financial Officer
                                       19